1. Your Use of Care Convene.
1.2. Care Convene is offered and available to users who are at least 18 years of age or older and reside in the United States of America or any of its territories or possessions. By using Care Convene, you represent and warrant that (i) you are of legal age to form a binding contract with Care Convene; (ii) you meet all of the eligibility requirements for doing so in the state in which you reside; and (iii) if you are agreeing to this Agreement on behalf of an entity, you have the requisite authority to bind that entity, its shareholders, partners, members, directors, and managers to a contract. If any of the above conditions is not true, you must not use Care Convene. Care Convene is not intended for minors to use without the permission of a parent or guardian.
2. Access and Account Security.
2.1. Care Convene reserves the right to withdraw or amend its service and any data or material it makes accessible, in its sole discretion, and will make reasonable efforts to provide notice prior to any such withdrawal and contemporaneously with any modification. Care Convene will not be liable if for any reason all or any part of its service is unavailable at any time or for any period, or if, as a result of such unavailability, you claim to suffer any damages. From time to time, Care Convene may restrict access to some or all of its service to some or all of its users.
2.2. Each user’s use of Care Convene is contingent upon the user:
· Completing and uploading:
o Practice application on-line form
o Provider / non-clinical support staff application online form
o Subscription Agreement
· If the provider is part of a larger practice, hospital, organization or health system, an administrator can be designated to manage the application of provider portal accounts. The administrator acknowledges that all providers are properly licensed and insured. The administrator acknowledges that all non-clinical staff are employees of the business as identified on the practice online application form.
· Agree that the provider and/or practice is responsible for ensuring all medical staff using Care Convene are properly licensed and insured to practice medicine whether in person or within a telemedicine context.
· Agree that provider and/or practice is responsible for notifying Care Convene when a login is no longer needed.
· Agree that each provider accessing Care Convene shall have a current license subject to review by Care Convene. Providers must agree the information they enter into Care Convene is the property of the patient. Data will not be deleted in the event of provider separation. Provider will have access to their documentation through access via their login to Care Convene and through secure electronic fax after the visit discharge.
· Making all arrangements necessary for such user to have access to Care Convene and for it to function normally (each participant being able to clearly see and hear every other participant and to have access to all necessary data), including, without limitation, ensuring the use of a web browser compatible with Care Convene, and sufficient camera and bandwidth in order for Care Convene to function normally.
· Starting each virtual visit within one (1) hour of the requested visit time, or the virtual visit may be reassigned to a different user.
· Documenting and closing each virtual visit within four (4) hours of the commencement of each virtual visit; failure to comply may result in a refund to the patient.
· Acknowledging, understanding, and agreeing that Care Convene is not responsible for documenting patient encounters and/or any other aspect of providing health care services.
If a patient:
· Acknowledging, understanding, and agreeing that Care Convene is a communications platform and provides a secure, convenient means for patients to communicate with health care providers. Care Convene does not provide any service other than a communications platform, meaning that Care Convene does not participate in diagnosis or treatment of physical, mental, or medical conditions, nor does Care Convene participate in documenting interactions between patients and health care providers. Only content transmitted directly from a medical provider should be considered medical advice. You understand and agree that Care Convene itself does not provide medical advice.
· By using Care Convene, you are consenting to receive medical care via a telemedicine platform. The scope of care will be at the sole discretion of the healthcare provider who is treating you. The healthcare provider will determine whether or not the condition being diagnosed and/or treated is appropriate for a telehealth encounter. Care Convene respects and upholds patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and Accountability Act (“HIPAA”) and, subject to HIPAA regulations, will obtain your express consent prior to sharing any of your protected health information with a third party for purposes other than treatment, payment, health care operations, or as otherwise provided below.
· By using Care Convene, you authorize each provider you interact with, along with such provider’s professional practice, to bill any third parties, such as insurance companies, that may be responsible for your use of Care Convene. By using Care Convene, you also acknowledge that not all insurance companies or government health care programs will cover the charges for your use of Care Convene, and that you will be financially responsible for all charges for your use of Care Convene. You also acknowledge that Care Convene or any of the providers you interact with through Care Convene are not required to bill any third parties, including government health care programs, in connection with your use of Care Convene.
Each user’s (Provider and patient) use of Care Convene is contingent upon each user:
· Making all arrangements necessary for such user to have access to Care Convene and for it to function normally (each participant being able to clearly see and hear every other participant and to have access to all necessary data).
· Understanding and agreeing that Care Convene may share virtual visit discharge data (ADT) with certain third parties for the purpose of tracking and coordinating patient care.
2.3. If you choose, or are provided with, a username, password or any other piece of information as part of Care Convene’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to Care Convene or portions of it using your username, password, or other security information. You agree to notify Care Convene immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
3. Intellectual Property Rights.
3.1. Care Convene and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Meta PHR, LLC (which transacts business as “Care Convene”), its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
3.2. You agree that you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our App, except as follows:
· Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
· You may store files that are automatically cached by Care Convene for display enhancement purposes.
You must not:
· Reverse engineer, decompile, disassemble, reproduce, or create any derivative works from any portion or subset of Care Convene or any content thereon.
3.4. The Care Convene name and logo, and all related names, logos, product, and service names, designs, and slogans are trademarks of Meta PHR, LLC, or its affiliates or licensors. You must not use such marks without the prior written permission of Meta PHR, LLC. All other names, logos, product, and service names designs and slogans displayed on Care Convene are the trademarks of their respective owners.
3.5. If you are a provider, you agree the information patients enter and/or download into Care Convene is, and will always remain, the property of the patient. Data will not be deleted in the event of provider separation. Providers will have access to their documentation through access via their login to Care Convene and through secure electronic fax after the visit discharge.
4. Prohibited Uses.
· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
· To impersonate or attempt to impersonate any person or entity (including, without limitation, by using e-mail addresses or other personally identifying characteristics associated with such a person or entity.
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Care Convene, or which, as determined by us, may harm Care Convene or our user or expose them to liability.
4.2. Additionally, you agree not to:
· Use Care Convene in any manner that could disable, overburden, damage, or impair Care Convene or interfere with any other party’s use of Care Convene, including their ability to engage in real time activities through Care Convene.
· Use any robot, spider, or other automatic device, process or means to access Care Convene for any purpose, including monitoring or copying any of the material on Care Convene.
· Use any manual process to monitor or copy any of the material on Care Convene or for any other unauthorized purpose without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of Care Convene.
· Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Care Convene, the server(s) on which Care Convene relies to function, or any server, computer, or database connected to Care Convene.
· Attack Care Convene via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the functionality of Care Convene.
5. Monitoring and Enforcement; Termination.
5.2. Without limiting the foregoing, Care Convene has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Care Convene. YOU WAIVE AND HOLD HARMLESS CARE CONVENE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY ADMINISTRATOR OF CARE CONVENE DURING OR AS A RESULT OF SUCH AN INVESTIGATION AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CARE CONVENE OR LAW ENFORCEMENT AUTHORITIES.
6. Use Care Convene at Your Own Risk. You agree that your access to and use of Care Convene and its service is at your own risk. Care Convene will have no responsibility for any harm that results from your access to or use of its site, any related site, its content, or its service. You understand and agree that Care Convene is a tool that health care providers, patients, and others use to share information, and that Care Convene does not (i) provide medical advice or (ii) participate in the practicing of medicine.
7. Disclaimer of Warranties.
7.1. You understand that Care Convene cannot and does not guarantee or warrant that files available for downloading from the internet will be free of viruses or other destructive code, or that Care Convene will always be available without interruption. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Care Convene for any reconstruction of any lost data. CARE CONVENE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF CARE CONVENUE OR ANY SERVICES OR ITEMS OBTAINED THROUGH CARE CONVENE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP LINKED TO IT, OR FOR INFORMATION OBTAINED VIA CARE CONVENE, INCLUDING WITHOUT LIMITATION, ANY OUTCOME BASED IN WHOLE OR IN PART BASED ON INACCURATE DATA ENTERED INTO CARE CONVENE. YOUR USE OF CARE CONVENE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH CARE CONVENE IS AT YOUR OWN RISK. CARE CONVENE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH CARE CONVENE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CARE CONVENE NOR ANY PERSON ASSOCIATED WITH CARE CONVENE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF CARE CONVENE. WITHOUT LIMITING THE FOREGOING, NEITHER CARE CONVENE NOR ANYONE ASSOCIATED WITH CARE CONVENE REPRESENTS OR WARRANTS THAT CARE CONVENE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH CARE CONVENEWILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT CARE CONVENEOR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT CARE CONVENEOR ANY SERVICES OR ITEMS OBTAINED THROUGH CARE CONVENEWILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7.2. CARE CONVENE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
7.3. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation of Liability.
8.1. IN NO EVENT WILL CARE CONVENE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, CARE CONVENE, ANY APPS LINKED TO IT, ANY CONTENT ON CARE CONVENE OR SUCH OTHER APPS OR ANY SERVICES OR ITEMS OBTAINED THROUGH CARE CONVENE OR SUCH OTHER APPS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Third Party Access.
10.1. If you grant an employee, agent, volunteer, contractor, or other Third-Party access to your data, such Third Party shall be deemed to have read, understand, and agree with these Terms. Under no circumstances shall Care Convene be liable for any action taken by such a Third Party, including, but not limited to, data loss, data corruption, a violation of Content Standards, and any action on another site or via a different entity which the Third Party uses your data accessed on Care Convene.
11.1. No waiver of any breach of any provision of these Terms will be deemed a waiver of any preceding or succeeding breach or of any other provision of these Terms. No extension of time for performance of any obligations or acts will be deemed a extension of the time for performance of any other obligations or acts.
11.2. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of these Terms, but these Terms shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
11.3. These Terms are governed by the laws of the State of Michigan and any disputes arising out of these Terms shall be litigated in a court of competent jurisdiction sitting in Kent County, Michigan, which shall apply the laws of the State of Michigan without giving effect to any choice or conflict of law provision or rules.
11.4. Care Convene’s Service is controlled by facilities in the United States of America. Care Convene makes no representations that Care Convene is appropriate or available for use in other locations. If you access Care Convene from any location outside the United States of America, you do so at your own risk, and you are solely responsible for your compliance with all local laws and regulations.