Curismed Terms of Use

General

Please read the following terms and conditions of use (the “Agreement”) carefully.  By using the services (the “Services”) provided by Amromed LLC (a.k.a “Curismed” and referred to in this Agreement as “Curismed”), you (the “Client”) acknowledge that you have read this Agreement and that you accept and will be bound by the terms of this Agreement.  The term “Client” shall also include (i) any entity owned or operated by the Client to facilitate the Client’s practice; and (ii) persons accessing the Services on behalf of the Client.  Client and Curismed shall individually be referenced as a "Party" and collectively, as the "Parties" in this Agreement.

All terms of this Agreement shall be subject to and shall be in compliance with Sections 261 through 264 of the Federal Health Insurance Portability and Accountability Act of 1996.  When in conflict, the terms of the HIPAA Business Associate Agreement shall supersede the terms outlined in this Agreement.

Client agrees that in order to maintain timely access to the information entered into the Curismed application he or she is responsible for keeping Client’s Curismed account in good standing which includes payment of monthly fees on time and in full.

Services

Curismed provides Services to Client.  Curismed, from time to time, may modify, upgrade or otherwise change the manner in which the Services are provided including, but not limited to, the hardware, software, features or environment.  Curismed will make an effort to maintain functionality and reliability as compared to the prior Services being otherwise changed.

If the Services include electronic claims or other billing services, Client agrees that securing payment from its patients for treatment rendered is the sole responsibility of the Client and that Curismed cannot guarantee payment for billing or claims services.  Client agrees that Curismed is not a clearinghouse, Curismed is not responsible for misinformation from payers or associated clearinghouses, and Curismed is not responsible for payers or clearinghouses that incorrectly update or fail to update information.

Confidentiality

Client agrees to provide true, accurate and complete information about itself and its authorized users of the Services.  All proprietary and confidential information and materials ("Confidential Information") of either party will be held in confidence by the other party.  Confidential Information will include, without limitation, information relating to a party’s business and marketing plans and processes, rates, fees and other terms of pricing of the Services, customers, software, hardware and technology, or quality of performance of the Services.  Confidential Information will not include information (a) already known or independently developed by the recipient, (b) in the public domain through no wrongful act of the recipient, or (c) received by the recipient from a third party who was authorized to disclose it.  Client’s Confidential Information will include "Personally Identifiable Information" about Client and its authorized users.  Personally, Identifiable Information is information that personally identifies a person or entity.  Curismed will not, nor knowingly permit others to release Personally Identifiable Information without the written consent of Client.  Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose any Confidential Information, except (A) to employees, agents, third party contractors, or representatives of the recipient who have a "need to know" the information and are subject to an obligation of confidentiality at least as restrictive as the restrictions contained in this Confidentiality section, (B) if required by law or legal process, (C) to enforce this Agreement (including the Rules), (D) to respond to claims that any content violates the rights of third parties, or (E) to protect the rights, property, or personal safety of us, users of the Services or members of the public.  Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), and will reasonably cooperate with the other party’s efforts to seek protection from disclosure.  Upon termination of this Agreement, the provisions of this Confidentiality section will survive for a period of one (1) year from the termination date, and each party will either return to the other party all Confidential Information of the other party in its possession or control, or, at the other party’s request, destroy any such Confidential Information.

Security

Client agrees to keep secure and confidential any login credentials, including but not limited to login emails, user names, and passwords (collectively or individually "ID") whether issued by Curismed to Client or created by Client.  The client will be fully responsible for all activity that occurs under the use of Client’s ID.  Client agrees to immediately notify Curismed in writing of any unauthorized use of Client’s ID.  Curismed will use commercially reasonable efforts to protect the security of the Services; however, Curismed does not warrant or guarantee the integrity or the security of the Services or of the content, information or data transmitted through or contained within any portion of the Services.

Proprietary Rights

Curismed owns or has authority to use any and all rights pertaining to (a) the content contained in or presented through the Services by Curismed or by third parties engaged by Curismed, (b) the software, hardware, files, processes, systems, databases and tools used or provided to Client by Curismed or by third parties engaged by Curismed to provide the Services, (c) the Supplemental Materials (as defined below), (d) other tangible and intangible personal property relating to the Services, and (e) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (sections (a), (b), (c), and (d) in this Proprietary Rights section shall collectively be referred to as "Curismed Property").  Subject to Client’s compliance with these terms and conditions, Client has a non- exclusive, non-assignable and non-sublicensable right to (i) distribute  both paper and electronic copies of the content contained or presented through the Services by Curismed only to Client’s bona fide patients for their personal use in connection with Client’s provision of medical and health-related services to such patients and (ii) create derivative works from such content solely for internal use and not for distribution of any kind.  Except as expressly granted in the foregoing sentence, Client is prohibited from publishing, distributing (including, without limitation, via the Internet or any other public computer-based information system), creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available any Curismed Property to any party not expressly authorized by Curismed in writing.  The client is granted the right to use that portion, and only that portion, of Curismed Property that is contemplated in this Agreement.  Client will not copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any Curismed Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein, other than as is permitted by Curismed in writing, and Client will not permit any person or entity to commit or engage in such activities or conduct.  Client acknowledges that any violation of this Proprietary Rights section imposes a serious threat to Curismed’s business and its ability to exist.

Third Party Relationships

If Client acquires goods or services from a third party, whether or not the goods or services are used as part of the Services, Client agrees that it's business dealings with that third party are solely between Client and the third party.  Curismed has no liability for any reason in any way arising from Client’s relationship with such third parties or the goods or services acquired, including, without limitation, complaints or claims concerning failure to perform, defects in goods or services or otherwise.  Links to websites or resources may be provided by Curismed or third parties as part of the Services.  Client agrees that Curismed has no control over such other websites or resources, and is not responsible in any way for those other websites or resources including without limitation any content, advertising, products or material on or available from such other websites or resources.

Disclaimers and Limitations

SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN CURISMED’S LIMITED WARRANTY SECTION, CLIENT’S USE OF THE SERVICES AND ANY EQUIPMENT, SOFTWARE, HARDWARE, AND SUPPLEMENTAL MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES, IS ON AN "AS IS" BASIS.  WHILE CURISMED WILL EXERCISE ITS BEST EFFORTS TO PROVIDE THE SERVICES, CURISMED DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR SUCH PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.  NEITHER CURISMED NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS, WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  CURISMED HEREBY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED TO ANY WEBSITE OR ANY PUBLIC AREA, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICES BY ANY PERSON OR ENTITY.  IN NO EVENT WILL CURISMED NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CURISMED HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.  CURISMED’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO CURISMED UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRIOR TO WHEN ANY CLAIM OR CAUSE OF ACTION AROSE.

Client agrees that any claim or cause of action which Client may have arising out of a claim related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred.  Each party must provide written notice to the other party at least thirty (30) calendar days prior to filing or otherwise initiating any action, charge or lawsuit against the other.  The written notice must describe the factual basis for the dispute, and provide at least thirty (30) calendar days for the receiving party to remedy, cure or otherwise resolve the matters stated in the notice.  Curismed will not be liable for failure or delay in performing the Services or other obligations under this Agreement if the failure or delay is due to circumstances beyond Curismed’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services.

Ownership of Data and Materials

Curismed agrees that Client’s documents are the exclusive property of the Client.  Curismed agrees that it will protect the Client’s property interests and rights in and to such documents.  Curismed agrees that it shall not at any time challenge or contest the validity or ownership of Client of such documents and that nothing in this Agreement shall be construed to limit Client’s property rights in such documents.  Upon the request of Client at any time, and upon the termination of this Agreement, Curismed shall transmit to Client a copy of Client’s completed patient documentation, subject to reasonable fees to be paid by Client to Curismed.  Upon termination of this Agreement, Curismed shall not use or disclose any Client documents, and upon the written request of the Client, shall arrange for the destruction of all such documents.  Curismed may aggregate or perform statistical analysis on obfuscated Client documents or information and will retain all rights and ownership of said analysis.

Use of Supplemental Materials

“Supplemental Materials” shall mean any materials provided by Curismed to Client in connection with the Services for distribution by Client to Client’s patients or to any other party.  The definition of “Services” shall include Supplemental Materials.  Client acknowledges that Curismed is not a licensed provider and makes no warranty as to the accuracy, appropriateness, or effectiveness of the Supplemental Materials.  Client acknowledges that the Supplemental Materials have not been evaluated with regard to any specific health condition or treatment scenarios and have not been evaluated with regard to any patient’s specific needs.  Client acknowledges that the Supplemental Materials may not be appropriate for all patients of the Client and that Supplemental Materials may require modification or customization prior to distribution to a Client’s patient.  Client agrees that he or she will review and evaluate any Supplemental Materials with regard to a patient’s specific needs and health condition prior to distribution.  Client agrees to provide education and instruction to patients regarding the proper methods, techniques, duration and frequency of any activity depicted in the Supplemental Materials.  Client agrees that he or she will not provide any Supplemental Materials to patients that may be construed as treatment or practice outside the scope of the Client’s respective license to practice in his or her field.  Client releases Curismed from any and all past, present, or future claims related to Client’s use or distribution of Supplemental Materials.

Indemnification

Client agrees to indemnify and hold Curismed (as well as its parents, subsidiaries, affiliates, officers, members, shareholders, employees, agents and representatives) harmless from any and all claims, liability and expenses (including without limitation, reasonable attorneys’ fees) arising out of or related to Client’s use of the Services, Client’s breach of any provision of this Agreement, or any claim arising out of content posted or transmitted by any person or entity associated with or authorized by Client (other than Curismed) through the use of the Services.  Curismed reserves the right, to select counsel of its own choosing for and otherwise to control its own defence, at Client’s expense, of any matter subject to indemnification by Client, which shall not excuse Client’s indemnity obligations.

Notices and Statements

Except as otherwise specifically provided in this Agreement, all notices and statements may be sent by electronic mail, facsimile or delivery to the electronic mail address, fax number or delivery address most recently provided in writing or via online submission to the other party.  For deliveries, notices and statements will be deemed to be received upon personal delivery.  For facsimile and electronic mail deliveries, notices and statements will be deemed to be upon transmission.

Client EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM Curismed OR ANY OF Curismed’s EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THIS AGREEMENT OR THE SERVICES DESCRIBED IN THIS AGREEMENT.

Governing Law

This Agreement is entered into in the state of New Jersey.  This Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the state of New Jersey without regard to the conflicts provisions thereof.  Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be litigated only in courts having sites in Jersey City, NJ.  The client will pay Curismed all costs and expenses, including reasonable attorney’s fees, incurred by Curismed in enforcing any of the terms, conditions and provisions in this Agreement, including any of Curismed’s rights and remedies set forth in this Agreement.

General Provisions

The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties and regarding the releases set forth herein, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants and understandings in any way relating to this Agreement set forth herein, with exception to applicable HIPAA agreements are superseded by the terms and conditions of this Agreement.  If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts.  No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of this Agreement shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences.  No waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought.  Titles and headings are included solely for convenient reference and are not part of this Agreement.  The client may not assign any of its rights or obligations (in whole or in part) without the prior written consent of Curismed, which shall not be unreasonably withheld.  Subject to the express exclusions and limitations set forth in this Agreement, all remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity.  No person or entity is intended to be a third party beneficiary of any provision of this Agreement.  The parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.  Should Curismed transfer the Agreement to another entity, internal or external, for any reason, the Agreement with the Client shall be valid for a period of no less than six months from the date of transfer.

Unlawful Use

Client or any of its users shall not upload, transmit or post any material, or engage in any other use of the Services that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any intellectual property or privacy rights, or otherwise could impose civil or criminal liability.  Curismed reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity.  Uploading, posting or transmitting any content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action.

Defamatory or Abusive Material

Client or any of its users shall not upload defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal material.  Client shall not interact with Curismed or anyone affiliated with Curismed in a defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal way.

Unauthorized Use

Client or any of its users shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so or attempt to disrupt or interfere with the Services in any manner.

Use and Data Storage

Curismed may establish and change from time to time general practices and limits on the use of the Services, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity.  Curismed will use commercially reasonable efforts to provide all Clients with optimal levels of service.

Authorized Representative

Client agrees that Curismed may act as, or similar to, an "Authorized Representative" and sign agreements on behalf of the Client for the purposes of working with vendors as it pertains to the use of Curismed.

Other Activities

Client or any of its users shall not engage in any other activity that Curismed determines in its sole discretion may be harmful to other Users or the Services.  Curismed does not in the ordinary course pre-screen or monitor the content of the database or any other communications.  However, Curismed reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Services, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Services, and to cease providing or bar access to any or all of the Services to any user at any time, for any reason or for no reason, without prior notice.  Curismed reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and Client agrees to grant Curismed access to Client’s account at any time without notice and to cooperate fully with Curismed in providing access and information as may be requested at any time.  Client agrees that any reservation of rights by Curismed imposes no obligation of any kind on Curismed to take any actions.

Conduct of Users and Clients

The Services may be used only by Client, its authorized users and its authorized agents, including affiliates, joint venture partners, licensees and subsidiaries.  The client is solely responsible for maintaining the security of its ID’s.  Any use of Client’s ID’s shall be deemed as authorized by Client unless Client provides advance written notice to Curismed that its user ID’s have been compromised.  Client and its authorized users of the services may use the Services only as long as Client and Client are authorized to comply with the terms in the Agreement.

Payments

Client agrees to pay Curismed all of the fees and charges for services levied on Client’s account on a monthly basis.  All monthly charges and fees must be paid by Check or bank account via auto payment unless explicitly agreed upon otherwise in a written agreement.  To prevent the renewal of this Agreement, written notification must be provided by a Party 30 days prior to renewal.   All payments will be made in U.S. Dollars and all payments are non-refundable. The client will pay Curismed all costs and expenses, including reasonable attorney’s fees, incurred by Curismed in enforcing any of the terms, conditions and provisions in this Agreement, including any of Curismed’s rights and remedies set forth in this Agreement.

Client understands that payable to the name "Amromed, LLC"

Curismed’s Limited Warranty

Curismed represents and warrants to Client that the Services will be performed in a manner consistent with industry standards and in compliance with any specifications and requirements set forth in this Agreement.  Client shall notify Curismed in writing within thirty calendar days after performance of any Services if such Services do not conform to the foregoing warranties.  If the Client fails to provide timely written notice to Curismed, the Services will be deemed to be in compliance with the foregoing warranties.  Client’s exclusive remedy for breach of the foregoing warranties shall be for Curismed, at its option, to re-perform the Services at no cost to Client, or, in the event of interruption of the Services, issue Client a credit in an amount equal to the service charge for the interrupted period.  The foregoing warranties shall not apply to performance issues or defects in the Services that resulted from factors outside of Curismed’s reasonable control; that resulted from any actions or inactions of Client or its authorized users, or that resulted from Client’s equipment or any third parties’ equipment not within the control of Curismed.  Not with standing anything to the contrary herein, Curismed makes no warranties or representations regarding the Supplemental Materials and Client agrees that it assumes all liability and risk regarding use, distribution or modification of the Supplemental Materials.

Client Representations and Warranties

Client hereby represents and warrants that all medical records shall be signed and all documentation shall be accurate and complete prior to submission of a billing claim or code to Curismed.

Client hereby represents and warrants that it shall maintain accurate and complete records to support any and all claims submitted by Curismed to support medical necessity and shall provide timely access to Curismed to respond to payor requests.

Client represents and warrants that it shall submit to Curismed in a timely manner accurate codes and data sets required for a Transaction and Code Set to be submitted to a payor in accordance with applicable laws that are supported by the complete medical record supporting such claim.

Client acknowledges and warrants that it is solely responsible for any expenses and findings of any governmental audits or payor audits, including any penalties, recoupments or refunds due to the payors.

Client represents and warrants that it is solely responsible for any and all codes, modifiers and transaction and code sets submitted to Curismed for the purpose of delivering the Services.  The client is solely responsible for confirming the accuracy of all codes, modifiers and transaction and code sets prior to submission to Curismed.

Client represents and warrants that it has the actual authority in writing to represent and bind Client and its healthcare providers, including employees and contractors, to perform the obligations of this Agreement and assign the claims to Curismed to perform the Services.

Term and Termination

This Agreement shall be valid as of the Effective Date and as long as the Client has an active Curismed account.  Any failure by Client to pay fees and charges as specified the Service Agreement, or other failures to meet the terms stated in this contract will constitute termination.  Curismed may, without prior notice, suspend or terminate Client’s or any other user’s password, account or use of any of the Services, and/or remove and discard, alter or prevent access to any content within the Services, if Curismed in its sole discretion determines or discovers that Client violated any material provision of this Agreement.  Upon suspension or termination of this Agreement, Client must pay all fees to the date of termination as provided herein.  The client will receive a digital copy of compliance related account data, after which date Curismed may destroy such content.  In the event, such content is destroyed, and upon request by Client, Curismed shall provide written notice of certification of such destruction.  Following termination, the provisions of the following sections shall survive: Term and Termination, Conduct of Users, Curismed’s Limited Warranty, Confidentiality, Security, Proprietary Rights, Third Party Relationships, Disclaimers and Limitations, Ownership of Data, Governing Law, And General Provisions.

Trademarks and Copyright

Except as otherwise indicated, information on this web site is protected by copyright in the United States of America and in other countries.  Any authorized person may view the information (and incidentally create an electronic copy of the information) available from this web site for informational purposes only.  No part of the information at this Web site can be otherwise redistributed, copied, or reproduced in any form without prior written consent of the owner.

The posting of information or other materials to this web site does not constitute a waiver of any proprietary right in such information and materials (such as, but not limited to, copyright, service marks, trademarks, trade names, or other intellectual property) and does not transfer any rights to a user of the web site or any other third party, except as expressly provided herein.

Updates to the Terms of Use

When a modification is made to this Agreement, Curismed will post a revised version of the terms of this Agreement on this website.  Changes will be effective immediately upon posting.  While Curismed may provide notice to Client of changes to the Agreement under certain circumstances, Curismed is not required to provide Client with notification that any such change has been made.  Any notification of changes to the Agreement made by Curismed shall not obligate Curismed to notify Client of any future changes.  It is the Client’s responsibility to review this Agreement from time to time to be aware of any such change.  Client’s continued use of the Services will indicate the Client’s agreement to any such change.  Curismed reserves the right to add to, remove, change or terminate access to any of the content or functions of the Services without giving specific notice to Client.  If the Client does not agree to these terms and conditions of this Agreement, Client may not use the Services.  Access to the Services is restricted to those persons who have a valid user ID and password, explicit rights to access the Services, and who have accepted the terms and conditions of this Agreement.