PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT (” AGREEMENT”). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND EZCLAIM SOFTWARE, LLC (“EZCLAIM,” “WE” OR “OUR”), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY ACCESSING, VIEWING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO OUR PRODUCTS, SERVICES OR THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS, VIEW OR USE OUR PRODUCTS AND/OR SERVICES.
The software (“Software”), which is one of our products, is licensed to you and is provided on a non-exclusive, non-transferable basis, and may not be transferred, shared, copied, modified, or enhanced without the advance written authorization of EZClaim. The Software includes significant elements, including its organization, algorithms, and logic, which EZClaim has maintained as confidential information, which constitute trade secrets of EZClaim, and which are protected by U.S. patent and/or copyright law and international treaty. You may not modify the Software in any manner whatsoever. You agree that you will not decompile, disassemble, or attempt in any way to reverse engineer the Software or develop a competing product based on the Software. Any modifications or enhancements made to the Software, including all copyrights, patentable or unpatentable subject matter and trade secret shall be owned by EZClaim and you hereby assign all your right, title and interest in any such modifications to EZClaim. The Software under this Agreement is the exclusive property of EZClaim. This Agreement does not grant you any ownership right or title to, or interest in the Software or any part thereof, and EZClaim retains all such rights, title, and interest.
If the Software becomes, or in EZClaim’s opinion is likely to become, the subject of an infringement or misappropriation claim, EZClaim may, at its option and expense, (a) procure for you the right to continue using the Software, (b) replace or modify the Software with Software that provides substantially the same functionality, features, and performance so that it becomes non-infringing, or (c) if neither of the foregoing actions is commercially feasible, terminate this Agreement with respect to the infringing material and refund to you the fees paid under this Agreement.
DISCLAIMER OF WARRANTY
THE EZCLAIM PRODUCTS AND/OR SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES. EZCLAIM SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE/NON-INFRINGEMENT. EZCLAIM MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS AND/OR SERVICES WILL BE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS OR OTHER PROGRAM LIMITATIONS.
LIMITATION OF LIABILITIES
EZCLAIM MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE OPERATION OF THE PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT IT/THEY WILL PRODUCE THE RESULTS DESIRED BY YOU. EZCLAIM DOES NOT AGREE TO PROVIDE MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS OR BUG CORRECTIONS, EVEN IF ERRORS IN THE PRODUCTS AND/OR SERVICES ARE REPORTED TO EZCLAIM. EZCLAIM SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, ETC.) ARISING FROM THE USE, OR THE INABILITY TO USE THE PRODUCTS AND/OR SERVICES, EVEN IF EZCLAIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EZCLAIM’S LIABILITY FOR ANY DAMAGES TO YOU OR ANY OTHER PERSON EVER EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT WHICH YOU PAID FOR THE PRODUCTS AND/OR SERVICES, REGARDLESS OF THE FORM OF THE CLAIM. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
LIMITATIONS ON CLAIM
Any cause of action you may have with respect to your use of EZClaim products or services must be commenced within one hundred eighty (180) days after the cause of action arises.
TERM AND TERMINATION
Without limiting its other remedies at law or in equity, EZClaim may, at any time in its sole discretion, immediately discontinue, suspend, terminate, or block your and any user’s access to EZClaim’s products and services.
CONTROLLING LAW, JURISDICTION, AND INTERNATIONAL USERS
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the parties hereto agree to submit to personal jurisdiction in the State of Delaware. Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
This Agreement constitutes the entire agreement between EZClaim, and you and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and EZClaim with respect to EZClaim’s products and/or services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion of it to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.
USE OF DATA
You hereby agree and authorize EZClaim to extract your user data from any existing database and to de-identify your user data in accordance with the HIPAA Rules to create a de-identified data set. You grant EZClaim a nonexclusive, worldwide, paid-up, royalty-free, perpetual and irrevocable right and license to create derivative works of the data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the data set and such derivative works in any technology now existing or later developed.
EZCLAIM’S ACCESS TO PRODUCT
At all times while EZClaim’s products are in the possession or use by you, third party vendor or otherwise, EZClaim shall have the authority to have unfettered access to the EZClaim products for quality assurance purposes which include, but are not limited to troubleshooting crashes and evaluating performance issues with the product.
MODIFICATIONS TO PRODUCTS
EZClaim may, in its sole discretion, add, discontinue, or modify or replace all or part of the EZClaim products.
ELECTRONIC COMMUNICATIONS AND ASSENT TO USE OF PRODUCT
You agree that the receipt and use of EZClaim products and/or services constitutes your acceptance to the terms and conditions of this Agreement as it may be modified from time to time. Further, you agree to pay for the services and products of EZClaim that you have received at the rates and amounts as set forth by EZClaim. You further agree that electronic communications between the parties is sufficient for purposes of a binding agreement regarding use of EZClaim products and services and no further writings or signatures are required.
You shall be solely responsible for and agree to pay, indemnify, and hold EZClaim harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on EZClaim’s net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the services or other deliverables in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items.
The EZClaim Services, Documentation, EZClaim Marks, marketing, training, and other services or materials provided by EZClaim, and all Intellectual Property Rights therein and related thereto, are the exclusive property of EZClaim (“EZClaim Property”). All rights in and to the EZClaim Property are reserved by EZClaim. Except for the limited rights expressly granted hereunder, nothing in this Agreement shall be deemed to grant, by implication, estoppel, or otherwise, a license under any of EZClaim’s Intellectual Property Rights in or to EZClaim Property.
MODIFICATIONS TO AGREEMENT
We may revise this Agreement at any time, and you agree to be bound by the revised agreement. Any such modifications will become effective on the date they are first made available to you. It is your responsibility to return to this Agreement from time to time to review the most current terms and conditions. EZClaim does not and will not assume any obligation to notify you of changes to this Agreement.
PERMISSIONS FOR EZCLAIMPAY
In the event that you choose to use the EZClaimPay feature for patient payments, you represent and warrant that you have a current relationship with each person to whom an email or text message, concerning payment, is to be sent. Moreover, you represent and warrant that each person to whom an email or text message is to be sent has specifically granted you permission to do so by whatever technology you choose. You are responsible for the content and will be identified by EZClaim as the sender of each email or text message sent on your behalf. You acknowledge that you, and not EZClaim, are responsible for obtaining any and all permissions required to participate in the EZClaimPay program.
[ Revised: March 17, 2021 ]