These Terms of Service ("Agreement") are a contract between you and NotationMatrix EMR, LLC ("NotationMatrix"), and govern your use of the NotationMatrix.com website ("Website"), NotationMatrix Software and Servers (hereinafter collectively the "Service"), your rights and obligations with respect to User Data that you place in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account by which you will access the Service, (hereinafter an "Account") for use in connection with the Service. This Agreement may be changed by NotationMatrix effective immediately by notifying you as provided in Section 28 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.
1 Definitions For purposes of this Agreement:
a "Website" means the websites and services available from the domain and subdomains of NotationMatrix.com and any related or successor domains from which NotationMatrix may offer services;
b "NotationMatrix Software" is the software provided to you by NotationMatrix and/or its suppliers under license in connection with the Service;
c "Servers" are the online environments that support the Service;
d "User Data" means any data that you upload or submit to the Servers, Website, or other areas of the Service, including but not limited to Protected Health Information as that term is defined below;
e "Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law;
f "HIPAA" means the Health Insurance Portability and Accountability Act of 1996;
g "Protected Health Information" or "PHI" means protected health information as defined by HIPAA's Privacy Rule found at 45 C.F.R. § 160.103;
2 Verification for NotationMatrix By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. If you are consenting on behalf of an entity, you represent and warrant that you are duly authorized to act on behalf of the entity and accept this Agreement on behalf of the entity. You further agree that as a condition to accessing NotationMatrix, you will submit to account verification as required by NotationMatrix, and provide only true and accurate identification documentation to NotationMatrix or its third-party service providers to verify your age and other Account related information.
3 Establishing an Account You must establish an Account with NotationMatrix to use the Service. Only one person may use an Account. You agree to provide accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and to use the account management tools provided to keep your Registration Data accurate, current and complete. You must choose an account (Facility Name) name to identify yourself to NotationMatrix in connection with your Account (your "Account Name").
4 Responsibility for Use of Account You are responsible for all activities conducted through your Account. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, we may suspend or terminate your Account as described in Section 20; however, it is the fundamental policy of NotationMatrix not to comment on any litigation whether NotationMatrix is involved in such litigation, or a litigant merely used the NotationMatrix platform. NotationMatrix will not participate in any investigation of its users, except when to do so would be a violation of local, state or federal law.
5 Selection and Use of Account Password At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any harm resulting from your disclosure, or authorization of the disclosure of your password or from any person's use of your password to gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.
6 Fees and Billing NotationMatrix provides the Service for the fees and other charges set forth on the NotationMatrix.com web site. NotationMatrix may add new services for additional fees and charges, or prospectively amend fees and charges for existing services. You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by NotationMatrix continue to be valid and sufficient for such purposes. NotationMatrix may exercise its suspension or termination rights as provided in Section 20 in the event of any payment delinquency.
7 Modification of Service NotationMatrix reserves the right to the right to add, modify, or eliminate aspect(s), features or functionality of the Service from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for other commercially reasonable purposes.
10 Your Rights and Obligations with Respect to Your Data You retain any and all Intellectual Property Rights you already hold under applicable law in User Data you upload or submit to the Service, subject to the rights, licenses, and other terms of this Agreement. In connection with User Data you upload or submit to the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize NotationMatrix to use the User Data in the manner contemplated by the Service and this Agreement. You agree that by uploading or submitting any Content to or through the Servers, Website, or other areas of the Service, you hereby automatically grant NotationMatrix a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data non-publicly and internally to NotationMatrix solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of your User Data as NotationMatrix may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the "Service Data License." You also acknowledge that the Service Data License granted to NotationMatrix with respect to your Content will survive the termination of your Account to permit NotationMatrix: (i) to retain server copies of particular instances of your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that you have not specifically deleted from the Service.
11 Interruption of Service NotationMatrix may on occasion need to interrupt the Service with or without prior notice to protect the integrity or functionality of the Service. You agree that NotationMatrix will not be liable for any interruption of the Service (whether intentional or not), and you understand that you will not be entitled to any refunds of fees or other compensation for interruption of service. Likewise, you agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
12 NotationMatrix' Intellectual Property Rights and Limited License Granted to You NotationMatrix owns Intellectual Property Rights in and to the Service, except all User Data, including the NotationMatrix Software, the Websites and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the "NotationMatrix Marks"). You understand that such Intellectual Property Rights are apart from any rights you may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that NotationMatrix and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the NotationMatrix Marks are reserved by NotationMatrix. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the NotationMatrix Marks. NotationMatrix hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that that you will not (i) allow any person or entity not authorized by NotationMatrix to use or access the NotationMatrix Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the NotationMatrix Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than you, (iv) alter or modify the NotationMatrix Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the NotationMatrix Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the NotationMatrix Software.
13 Your Obligations with Respect to the Intellectual Property Rights of Third Parties You agree that you will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant NotationMatrix all of the license rights granted in this Agreement. You agree that NotationMatrix will have no liability for, and you agree to defend, indemnify, and hold NotationMatrix harmless for, any claims, losses or damages arising out of or in connection with your use of any User Data.
14 Prohibited Conduct While using the Service, you agree that you will not:
a Post, display or transmit Data that violates any law, or the rights of any third party including without limitation Intellectual Property Rights;
b Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
c Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personal information about other users without their consent;
d Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of the Service; or
e Attempt to gain unauthorized access to any other user's Account, password or User Data, or allow more than one person to use an Account.
15 Any violation by you of the terms of this Section may result in immediate suspension or termination of your Account without any refund or other compensation.
16 Releases You agree not to hold NotationMatrix liable for the Content, actions, or inactions of other users of the Service or of other third parties. As a condition of access to the Service, you release NotationMatrix (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more other users of the Service or with other third parties, including whether or not NotationMatrix becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
17 Disclaimer of Other Express and Implied Warranties NotationMatrix WARRANTS THAT DURING THE TERM OF THIS AGREEMENT, THE NOTATIONMATRIX SOFTWARE WILL FUNCTION IN SUBSTANTIAL CONFORMANCE TO THE SPECIFICATIONS SET FORTH AT WWW.NOTATIONMATRIX.COM. SUBJECT ONLY TO THE FOREGOING WARRANTY AND THE WARRANTIES CONTAINED IN SECTION 8, NOTATIONMATRIX PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE NOTATIONMATRIX SOFTWARE, THE WEBSITES, THE SERVERS, AND YOUR ACCOUNT, STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, NotationMatrix AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON NOTATIONMATRIX' SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. NotationMatrix does not ensure continuous, error-free, secure or virus-free operation of the Service, the NotationMatrix Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on NotationMatrix' failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. NotationMatrix does not guarantee that by mere use of the NotationMatrix Software you will be in compliance with HIPAA, and you understand and agree that you are responsible for maintaining any other administrative, technical and physical measures required to maintain appropriate information security with respect to your PHI and to otherwise comply with HIPAA.
18 Limitation of Liability IN NO EVENT SHALL NotationMatrix OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE NotationMatrix SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT NotationMatrix MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL NotationMatrix' CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS (U.S. $100.00); OR (ii) THE RELEVANT AMOUNT SET FORTH IN SECTION 11 HEREIN, IF APPLICABLE. Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
19 Indemnification At NotationMatrix' request, you agree to defend, indemnify and hold harmless NotationMatrix, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Data; or (ii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
20 Legal Relationship Between You and NotationMatrix; No Third Party Beneficiaries You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you a NotationMatrix employee and that you do not expect to be, and will not be, compensated by NotationMatrix for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third party beneficiaries, intended or implied, under this Agreement.
21 Suspension and Termination of Accounts You may terminate this Agreement by closing your Account at any time for any reason. Subject to NotationMatrix' obligations pursuant to Section 8, in such event, NotationMatrix shall have no further obligation or liability to you under this Agreement or otherwise. NotationMatrix may suspend or terminate your Account for breach if you violate this Agreement, including any terms regarding payment of required fees and charges due under this Agreement. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of NotationMatrix or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge NotationMatrix will have no liability to you in connection with such suspension or termination.
22 Termination of Licenses Upon Termination of Account Upon termination of your Account, all licenses granted by NotationMatrix to use the Service will automatically terminate.
23 Liability for Unpaid Fees Upon Termination of Account Upon termination, you will remain liable for any unpaid amounts owed by you to NotationMatrix.
24 Survival of Terms After Termination The following terms will survive any termination of this Agreement: Sections 8, 10, 12, 15 and 18.
25 Dispute Resolution and Arbitration In the event of a dispute between you and NotationMatrix, other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Salt Lake City, Utah. In the event that there is any dispute between you and NotationMatrix that is determined not to be subject to arbitration pursuant to the preceding sentence, you agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Salt Lake, Utah. You agree that this Agreement and the relationship between you and NotationMatrix shall be governed by the laws of the State of Utah without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
26 Disclaimer of Warranties as to Use Outside of the United States NotationMatrix is a United Statesbased service. NotationMatrix makes no representation that any aspect of the Service is appropriate or available for use outside of the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws. The NotationMatrix Software is subject to applicable export laws and restrictions.
27 Assignment of Agreement and Account You may not assign this Agreement or your Account without the prior written consent of NotationMatrix. You may not transfer or sublicense any licenses granted by NotationMatrix in this Agreement without the prior written consent of NotationMatrix. NotationMatrix may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.
28 Integration, Interpretation of Section Headings and Severability This Agreement and the DMCA and Privacy policies referenced in this Agreement sets forth the entire agreement and understanding between you and NotationMatrix with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and NotationMatrix that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
29 Notices NotationMatrix may provide notice to you and obtain consent from you through (1) the website at https://www.notationmatrix.com; (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must give all notices required or permitted under this Agreement at NotationMatrix EMR, LLC, PO Box 223, Fountain Green, UT 84632.
Categories and Methods of Information Collection
We collect a range of personal information and usage statistics to maintain a high-quality user experience and deliver superior customer service. We request some information directly from you during registration. We gather other pieces of data indirectly from Website traffic, your computer hardware and Internet connection, or your activities within the Service, communications and usage. If you use our Website, we automatically record information related to your IP address, NotationMatrix EMR LLC cookie information, and aggregate information on what content you access or visit. If you provide us personal information in order to subscribe to our mailing list, we collect information to aid delivery and preferences such as email address and message performance statistics. If you register on our Website, we will track broad site usage information as well as aggregate usage of any Website community features such as downloads and forums. We track usage of customer service resources in order to ensure high quality interactions. We may collect and retain any other information relating to your account data or other activities within the Service. If you conduct transactions in connection with the Service, we may collect and retain some or all of the information related to these transactions.
If you notify us of an intellectual property claim, the information in your claim notice may be shared with others. If you cease being a customer of ours, we will keep a copy of your registration file in our database for use in the event you wish to rejoin the Service, and for anti-fraud and other purposes.
NotationMatrix EMR LLC' Protection and Disclosure of Your Information
Except under certain limited circumstances set forth here and in our Terms of Service, NotationMatrix EMR LLC does not disclose to third parties the personal information or other account-related information you provide us, such as IP address, without your permission. You understand, however, that NotationMatrix EMR LLC may disclose your personal or other account-related information under the following circumstances: If we believe in good faith that such disclosure is necessary under applicable law, or to comply with legal process served on NotationMatrix EMR LLC; In order to protect and defend the rights or interests of NotationMatrix EMR LLC or Users of the Service; In order to report to law enforcement authorities, or assist in their investigation of, suspected illegal or wrongful activity, or to report any instance in which we believe a person may be in danger; To service providers with whom we have contracted to assist us with Service features or operations (such as anti-fraud functions, billing, collections, registration, customer support, email delivery, or age verification), to fulfill your service requests, offer new content or help us improve our Service. Our contracts with these third parties prohibit them from using any of your personal information for purposes unrelated to the product or service they are providing;
To other third parties (a) to provide you with services you have requested, (b) to offer you information about our Service (e.g., events or features), or (c) to whom you explicitly ask us to send your information (or about whom you are otherwise explicitly notified and consent to when using a specific service). For instance, we may provide certain information to our payment processor, to credit card associations, banks or issuers (if you are using a credit card); and
A cookie is a small string of data which often includes an anonymous unique identifier sent to your browser from a website's computers, and stored on your computer's hard drive. Each website can send its own cookie to your browser if your browser's preferences allow it, but (to protect your privacy) your browser only permits a website to access the cookies it has already sent to you, not the cookies sent to you by other sites.
You can configure your browser to accept all cookies, reject all cookies, or notify you when a cookie is set. (Each browser is different, so check the "Help" menu of your browser to learn how to change your cookie preferences.) However, if you reject all cookies, you may not be able to use certain of our (or other companies') web pages.
Amendment of this Policy
NotationMatrix EMR LLC will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (DMCA). The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When a valid DMCA notification is received, the service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counternotification, we generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.
Filing a Notification
A written notification must be made. This can be done either by fax or written letter (regular mail or courier). Emails will not be accepted unless a prior arrangement has been made. The notification must: Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own). Identify the item that you claim is infringing on your copyright. Provide a reasonably sufficient method of contacting you; phone number and email address would be preferred. Include the following statement: "I have good faith belief that the use of the copyrighted materials described above and contained on the service is not authorized by the copyright owner, its agent, or by protection of law.” Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
Please note: The DMCA provides that you may be liable for damages (including costs and attorneys fees) if you falsely claim that an item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether an object is protected by copyright laws.
Send the written document to the designated Copyright Agent at NotationMatrix EMR LLC
Attn: Designated Copyright Agent
NotationMatrix EMR, LLC.
PO Box 223
Fountain Green, UT. 84632
Alternatively, fax the document to (877) 906-2874.
On the cover sheet, please write ATTN: DMCA NOTIFICATION
Filing a counter-notification
List the items that were removed by NotationMatrix EMR LLC.
Provide your name, address, telephone number, email address (if available).
State that you consent to the jurisdiction of Federal District Court for the judicial district in which you reside (or Salt Lake City, Utah if your address is outside of the United States).
State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person. State the following: "I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
Send the written document to the designated Copyright Agent at NotationMatrix EMR LLC:
Attn: Designated Copyright Agent
NotationMatrix EMR, LLC.
PO Box 223
Fountain Green, UT. 84632
Alternatively, fax the document to (877) 906-2874.
On the cover sheet, please write ATTN: DMCA NOTIFICATION