DataDx is owned and operated by DataDx, LLC, an Oregon limited liability company (“we,” “DataDx,” or “us”). DataDx (or the “Service”) is a business intelligence platform that can fulfill financial reporting duties, taking the practice management system and billing systems and tying them to the general ledger system to provide consolidated reports. We reserve the right to change this Agreement at any time, so please regularly check for changes to this Agreement whenever you use the Service. Your continued use of the Service following the posting of any changes to this Agreement means that you accept those changes. “You” (or anything similar) means the customer of DataDx or a representative or user of an entity that is a customer of DataDx. If you sign up for DataDx on behalf of a company or other entity, you represent and warrant that you have the necessary authority to accept this Agreement on their behalf.
1. Your Responsibilities.
We provide the technical infrastructure for your use of DataDx. We do not supervise your use or any other’s use of DataDx. Consequently, you are responsible for your use of DataDx and upholding the integrity of data used in connection with DataDx including, but not limited to, the following: (a) using secure passwords; (b) not sharing your secure passwords with others; (c) changing your passwords regularly; (d) properly logging out; (e) granting access to the Service only to appropriate users; (f) not hacking or violating any DataDx computer code affecting security and access controls; and (g) complying with applicable laws, regulations and rules.
2. Our Responsibilities.
- 2.1. Availability of Service. We will (a) make the Service available you, (b) provide standard support for the Service at no additional charge, and (c) use commercially reasonable efforts to make the Service available to you 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we will give advance notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or delay, etc.
3. Proprietary Rights.
- 3.1. License/Restrictions. We grant to you a non-transferable, non-sublicensable, non-exclusive, personal license to use DataDx, pursuant to your employer’s master agreement with us. You agree not to copy, sell, distribute, reverse engineer, or create derivative works based on DataDx, in whole or in part. You further agree not to develop a competing product or service.
- 3.2. Our Proprietary Rights. You will honor and respect our proprietary rights in the Service including, but not limited to, copyrights, trademarks, patents, and any other intellectual property rights.
You agree that you will not submit or post information to DataDx that could be deemed harmful or offensive to other users. You also agree that you will not impersonate another person in order to hide your identity or implicate another in your actions. You agree not to collect or use any information from DataDx with the intent to discredit, harm, prejudice, or harass any person or entity. Further, you agree to not do anything that might disrupt the flow of data to and from DataDx, impact the service or performance of the Service, or circumvent any of the controls that we have implemented. You understand that the consequences of offensive or harmful actions may include revocation of your right to use DataDx, as well as legal action against you.
5. Term and Termination.
The “Term” of this Agreement begins when you sign up for DataDx and continues for as long as you use the Service. You or DataDx may cancel and terminate this Agreement for any reason and at any time by giving notice to the other party. We may suspend your use of the Service at any time, with or without cause. Upon termination, we may delete your account and all the Data permanently.
You represent and warrant that your use of DataDx will comply with all applicable privacy laws including, but not limited to, EU data privacy laws, HIPAA, GLB, or other privacy laws. If your use of DataDx is subject to any privacy laws (for example, HIPAA), we will not be liable if the Service does not comply with any such law or regulation.
7. Disclaimers; Limitation on Liability.
- 7.1. DataDx is provided and made available on an “as is” basis and any use thereof by you is at your sole risk.
- 7.2 WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE ACCURACY OR USEFULNESS OF THE SERVICE OR SOFTWARE OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM PAST PRACTICE OR TRADE USE.
- 7.3 IN NO EVENT SHALL WE BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF THIRD PARTIES WHATSOEVER WITH RESPECT TO THE SERVICE OR SOFTWARE, REGARDLESS OF WHETHER IN CONTRAST OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU EXPRESSLY ACKNOWLEDGE THAT OUR LIABILITY IS SPECIFICALLY LIMITED TO THE AMOUNT PAID TO AND RECEIVED BY US FOR THE SERVICE PROVIDED THE MONTH BEFORE. YOU WAIVE ALL RIGHTS OF RECOVERY OF ANY DAMAGES, WHETHER ACTUAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, THAT YOU MAY INCUR OVER AND ABOVE THE LIMITATIONS SET FORTH HEREIN.
8. United States Export Controls.
The software that supports DataDx is subject to United States export controls. None of the said software may be downloaded or exported in violation of United States export laws. You are downloading and using said software at your own risk.
You agree to defend, protect, indemnify, and hold us harmless from and against any and all claims, costs, expenses and liabilities (including attorney fees) made or asserted by any third party. If any action or proceeding is brought against us by reason of any such matter subject to this indemnity, you will defend such action at your sole cost with legal counsel satisfactory to us. We will promptly notify you in the event that any claim or demand is made by a third party that may give rise to this provision. Any settlement of any such action shall require our prior written consent, which consent shall not be unreasonably withheld.
10. Equitable Remedies.
If you violate this Agreement, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
- 11.2. Assignment. This Agreement may not be assigned or transferred by you without our prior written consent.
- 11.3. Attorney Fees. If we file an action against you claiming you breached this Agreement and we win, we are entitled to recover our reasonable attorney fees and any damages or other relief we may be awarded.
- 11.4. Subpoena Fees. If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
- 11.5 Governing Law. This Agreement shall be governed by and construed under the Laws of the State of Oregon, as such laws are applied to contracts entered into and to be performed in such state between residents thereof. The venue for any litigation shall be Washington County, Oregon.
- 11.6 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected.
- 11.7 Survivability. If this Agreement is terminated, the following sections will continue to apply: Proprietary Rights; Disclaimers, Limitations on Liability; Indemnification; Governing Law; Severability; and Entire Agreement.