By clicking “I agree”, you enter into the Agreement with us, and you acknowledge and agree that clicking “I agree” constitutes your legally binding electronic signature to be bound by the Agreement. In addition, if you are accepting and agreeing to the Agreement on behalf of your employer, you represent and warrant to us that you are authorized to execute the Agreement on behalf of your employer’s behalf and affirm that you intend for your employer to be legally bound by it. If you do not agree, you may not use our Websites or our products or services offered through our Websites.
1. Use License
We authorize you, subject to the terms of the Agreement, to view the Websites and their contents, including all of the text, images, photographs, illustrations, graphics, audio clips, and video clips, and other materials posted on the Websites, all pages and screens, and all related metadata (collectively, the “Contents”) and to use the Websites to transform clinical narrative (“NL Medical Data”) into coded output (the “Service”) for your own internal, non-commercial use. This limited right to view the Contents and to use the Service is revocable by us at any time and will automatically terminate if you violate the Agreement.
You shall not under any circumstances: (i) use information from the Websites to build a product for resale or for access by a third party in competition with the Company and/or the Service; or (ii) provide access to or information from the Websites to a third party that is in competition with the Company.
2. Limitation of Use
The use of CLiX NOTES should be conducted in a manner that does not exceed reasonable request volumes or constitutes excessive or abusive usage. There are restrictions built in to limit usage of the Service per second and per day. These restrictions are at the Company’s discretion and can be amended by us from time to time without notice.
You are not permitted to:
- modify, decompile, extend, subset or superset the API or otherwise alter the API to any extent;
- use the Service in a way that harms the interests of the Company or any of its affiliates, the Websites, the Service or its program, or other users of the Websites;
- forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Websites;
disparage the Company or knowingly tarnish the name reputation, image or goodwill of the Company in connection with the Service.
The Websites are not intended for use by minors under the age of 13.
4. Protected Health Information
Except as required during the creation of your account on the Websites, your right to use the Service does not include the right to provide or process any NL Medical Data that includes any personal information, including any individually identifiable or protected health information or other information which could, alone or in combination with other information, permit us or any third party to identify any specific person (“Protected Health Information”). You agree that you will remove all Protected Health Information from the NL Medical Data that you submit to the Websites in connection with your use of the Service such that no Protected Health Information will be stored on our Websites at any time.
5. Paid Content and Services
6. Prohibited Uses of the Websites
In using these Websites, you may not:
- submit or upload any NL Medical Data that contains Protected Health Information;
- conduct or solicit illegal or other activity that in any way harms us, any of our affiliates or business partners;
- post, email, or otherwise make available through the Websites, any NL Medical Data or other Content that:
- incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, terrorism or gratuitous violence;
- is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason or violates any laws, including laws related to adult activities and content, child pornography, criminal activities, gambling, and drugs;
- upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- pretend that you are someone else or disguise the origin of any message, communication, or transmittal you send to us through the Websites;
- use any robot, spider, scraper, or other automated or manual means to access the Websites, use the Service, or copy any Content or information on the Websites; provided, however, that such prohibition will not apply to legitimate search engines in connection with the performance of routine search activities;
- attempt to gain unauthorized access to any portion of the Websites or any related networks or systems by hacking, password “mining” or any other means;
- probe, scan, test the vulnerability of, or breach the authentication measures of the Websites or any related networks or systems;modify or reroute or attempt to reroute the Websites;
- modify or reroute or attempt to reroute the Websites;
- link to these Websites from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
- delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
- utilize framing, overlay, or other techniques to enclose or display these Websites or any Content on these Websites, with any other software or content of a third party; or
- take any action that places a disproportionately large load on the Websites or any related networks or systems.
All of the trademarks, characters, and service marks, and the other source identifying names, graphics, and logos used or displayed on our Websites (collectively, the “Marks”), are registered or unregistered trademarks of the Company, its affiliates, or other third parties, all of whom reserve all rights in their Marks. The domain names for our Websites, all page headers, custom graphics, and button icons are Marks and/or trade dress of the Company. Nothing on the Websites may be construed as granting any license or right to use any of the Marks without the prior express written permission of the Company or the owner of the Mark. You may not use any Mark without the prior written approval of the Company or the owner of the Mark.
Our Websites, including the software and code that comprise and operate the Websites, the software that can be downloaded from our Websites and the “look and feel” of the Websites, and all of the Content and the Service are protected under U.S. and international copyright and other intellectual property laws and treaties. All rights in these Websites, including the Content and the Service, and all worldwide copyrights, are owned by us, our affiliates, licensors, and other third parties, each of whom reserves all of its rights.
No part of the Websites, including the Content and the output of the Service, may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, displayed, or performed publicly, modified, or used to create derivative works, or exploited or used in any manner or form except as expressly provided above (or as expressly specified on the Websites) without first obtaining our written permission.
9. Electronic Notices and Communications
By visiting the Websites, using the Service, or sending us email, you are communicating with us electronically. By communicating with us electronically, you agree that:
- we may communicate with you electronically at the email address associated with your account or by posting general notices on the Websites or at www.clinithink.com;
- all notices, disclosures, and other communications that we send you electronically satisfy any legal requirement that such communications be in writing; and
- any notices are deemed to be given and received on the date we transmit or post any electronic communication as described above.
10. Unsolicited Ideas and Feedback
We welcome your comments and feedback regarding the Websites and our products, services, and opportunities, including your ideas for new products, services, and opportunities (your “Feedback”). All such Feedback will be considered non-confidential and non-proprietary. By submitting Feedback, you assign to us, free of charge, all of your right, title, and interest in all copyrights and other intellectual property rights in your Feedback and all related know-how.
If you choose to send us your Feedback, through the Websites or otherwise, you agree that:
- the Feedback automatically becomes our property without any compensation to you;
- we can commercialize the Feedback and use it for any purpose and in any way; and
- we can give the Feedback to others.
You also represent and warrant that all Feedback contains only your original ideas and that you have all the rights necessary for you to grant us rights to the Feedback as described above.
11. Materials Posted on the Websites
We do not endorse, control, or claim ownership over any NL Medical Data, Content or materials that you or others post or provide us through the Websites. By posting or otherwise providing any such NL Medical Data, Content or materials, you agree to grant us an irrevocable, perpetual, royalty-free license to:
- use, modify, copy, distribute, and publicly perform and display any such materials and Content on the Websites;
- use, copy and/or modify any NL Medical Data;
- publish your name with such Content or materials on the Websites; and
- sublicense these rights to others.
You also represent and warrant that you have all the rights necessary for you to grant these rights and that the use and publication of the Content does not violate or infringe the rights of any third party or breach any law.
We may remove or disable access to any Content or materials that you or others post or otherwise provide to the Websites at any time without notice. If you believe that any Content or materials on the Websites violate your copyright rights, you may file a copyright infringement notification in accordance with Section 512(c)(3) of the United States Copyright Act by providing the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works, a representative list of such works at the specified Website.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The copyright infringement notification containing this information should be sent to our designated agent at email@example.com. Please note that under Section 512(f) of the United States Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be liable for damages resulting from the misrepresentation.
12. Third Parties
The Websites may contain:
- references to names, marks, data, content, products, or services of third parties;
- links to third party websites; and
- descriptions of services and products provided by third parties.
If you choose to deal with third parties, you agree that you have a direct relationship with them and are solely responsible for any such dealings. If you have concerns with any third party website, please address them with the administrator of that website.
13. Accounts, Passwords and Security
Use of our Websites may require you to establish a personal account and password. Certain other features and services may require you to enter your email address. You agree:
- that you will establish and maintain your personal account with your true, accurate, and current information;
- to keep your personal account information up-to-date and to notify us of any changes;
- not to use anyone else’s personal account, API keys or email address to access such features and services;
- to safeguard your personal account, password, API keys and email address and to take responsibility for all activity on your personal account;
- exit completely from your account at the end of each online session; and
- to notify us immediately of any unauthorized access to or use of your personal account, password, API key or email address, or any other actual or suspected breach of security of any of our Websites, by email at firstname.lastname@example.org.
We will not be liable for any loss that you may incur as a result of someone else using your password, API key or account, either with or without your knowledge. However, you could be held liable for losses incurred by the Company or another party due to someone else using your account, API key or password.
14. Privacy and Security
15. Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT, MATERIALS, AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE CONTENT, MATERIALS, OR SERVICES AND ANY THIRD PARTY CONTENT OR SERVICES ACCESSED THEREBY ARE AT YOUR SOLE RISK AND DISCRETION. THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE CONTENT, MATERIALS, AND SERVICES AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE CONTENT, SERVICES, OUTPUT FROM THE SERVICES, OR THIRD PARTY CONTENT OR SERVICES WILL BE AVAILABLE, TIMELY, CURRENT, ACCURATE, RELIABLE, COMPLETE, SECURE, OR ERROR-FREE; (II) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITES WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (III) ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE WEBSITES SHALL CREATE ANY REPRESENTATION, WARRANTY, OR GUARANTY.
Without limitation of the foregoing, you acknowledge and agree that the Content is not medical advice and is not intended to be used for medical diagnosis or treatment. Your reliance upon the contents, the services, or the output from the services available through the websites will be at your own risk. We are not liable for errors in treatment or any use of the Content, the Services, or the output from the Services for medical diagnosis or treatment purposes (including as a result of typographical or other errors in any of the foregoing). Our processing of NL Medical Data that includes reference to a particular test, procedure, or product does not mean that we endorse or recommend the test, procedure, or product.
16. Limitation of Liability
NEITHER WE, OUR AFFILIATES NOR ANY OF OUR AFFILIATES’ RESPECTIVE LICENSORS OR SUPPLIERS WILL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR OTHER DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITES OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH THEM INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR ASSOCIATED WITH OUR WEBSITES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE LESSER OF $10.00 OR THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR WEBSITES.
YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW THAT PRECLUDE OR LIMIT THE EXCLUSION AND DISCLAIMERS ABOVE.
17. Force Majeure
We are not to be deemed in breach of the Agreement due to any event or circumstance beyond our reasonable control, including, without limitation, war, invasion, failures of any public networks, electrical shortages, terrorist attacks, earthquakes, and other acts of God. We are not responsible for any loss, delay, or damage due to such events or circumstances.
18. Claims Must be Filed Within One Year
To the extent permitted by law, any claims related to the Websites or the Agreement must be brought within one year. The one year period begins when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors.
You agree to defend, indemnify, and hold us harmless from and against any and all claims, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from your use or misuse of the Websites, violation of the Agreement, or violation of any third party rights. You agree to waive any and all laws that may limit the efficacy of any releases contained in the Agreement.
20. No Agency Relationship
Neither the Agreement, nor any Content, materials, features, or services of the Websites create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.
Without limiting any other rights and remedies available to us, we reserve the right, in our sole discretion and without prior notice, to end your access to the Websites and/or block your future access to the Websites for any reason. You agree that any violation, or threatened violation, by you of the Agreement constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are cumulative and in addition to any other remedies we may have at law or in equity.
22. Applicable Law
You agree that all matters relating to your access to or use of the Websites, including all disputes, will be governed by the laws of the United States and by the laws of the State of Georgia, without regard to its conflicts of laws rules. You agree to the personal jurisdiction by and venue in the state and federal courts of the State of Georgia. You also waive any objections to such jurisdiction or venue.
Our failure at any time to require performance of any provision of the Agreement or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by us of any breach of any provision of the Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under the Agreement.
24. Contract Interpretation
All parts of the Agreement apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of the Agreement as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of the Agreement will not affect the validity and enforceability of the remaining provisions.