Terms and Conditions
Effective Date
The Effective Date of these Terms and Conditions is March 18, 2020.
These Terms and Conditions (these “Terms”) form a binding legal agreement between you and Prime DataQ Health, LLC (formerly known as Wiseman Innovations, LLC (“DataQ”, “we”, “us”, and “our”) governing your use of the services, software, and websites provided by DataQ (“Services”) as well as all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Services (“Content”). Subject to your acceptance of, and continued compliance with, these Terms, DataQ hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services made available to you.
These Terms supersede any prior agreements or earlier versions of these Terms. Notwithstanding the foregoing, if you and DataQ have executed a separate written agreement, such written agreement will control with regards to its subject matter in the event of any conflicts with these Terms.
Our Privacy Policy explains how we collect and use your information while these Terms outline the rules by which you must abide to use our Services. If you do not agree to these Terms, you do not have the right to access or use our Services or purchase any products or services from DataQ. If you do register for or otherwise use our Services, or purchase any products or services from DataQ, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract. If you are using our Services for an organization, practice, or company, you are agreeing to these Terms on behalf of that entity.
By using the Services and purchasing DataQ products, you acknowledge, accept, and agree with, all provisions of the Privacy Policy, including, without limitation, the use and treatment of Your Information (defined below) in accordance with the Privacy Policy.
Parties of this Agreement
You are one party to this contract and the other party to this contract is Prime DataQ Health, LLC, a Texas limited liability company.
Your Information & Your Permissions
When you use our Services, you may provide us with things like your name, email, other personal data, data provided by your systems (including but not limited to patient or health information in your electronic record system), and so on (“Your Information”). Please review our Privacy Policy for more details on how we use Your Information.
We may need your permission to do things like hosting Your Information, backing it up, and sharing it when you ask us to. Our Services also provide you with features that may require our systems to access, store and scan Your Information. You give us permission to do those things, and this permission extends to trusted third parties we work with.
Sharing Your Information
Our Services may let you share Your Information with others, so please use caution when you share.
Your Responsibilities
You agree to use a distinct and non-obvious username and password combination that is different from what you use for other services. You are responsible for maintaining the accuracy, completeness and confidentiality of Your Information, including your account and login credentials, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided Your Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep Your Information secure. If you discover any unauthorized use or suspect that anyone may be able to access the Services using your account, you should immediately change your password and notify our Customer Support team at support@dataqhealth.com.
Some of the Services (including the 360Ribbon software) may display, use, or rely on data provided by your systems (including but not limited to patient or health information in your electronic record system) or that of third party providers (including, for example, clinical labs, pharmacies, imaging providers, payors, or other healthcare providers or networks) (collectively, “External Data”). DataQ does not vet, and is not responsible for the accuracy or completeness of, any External Data or any outputs generated through use of the External Data. It is your responsibility to confirm and verify that all information contained in the Services are accurate before you use or share such information. You will not modify, move, add to, delete or otherwise tamper with the information contained in the Services provided by DataQ, unless otherwise authorized by DataQ.
You are responsible for obtaining and maintaining any required consent, authorization, or similar approval from any person (including any patient or other individual) for the use or disclosure of Your Information, including but not limited to any protected health information, in accordance with these Terms and the Privacy Policy and any other agreement between us. If you are accessing the Services through or as part of an organization, network, or other group you may be subject to the terms and conditions of that group’s agreement or arrangement with DataQ, and you agree to abide by and be bound by those terms and conditions, including but not limited to any business associate agreement.
You agree to transmit, disclose, and make available to DataQ Your Information in a secure manner, in the form and format designated by DataQ, and in compliance with all applicable laws. You shall be solely responsible for the security of Your Information during your transmission to DataQ, and DataQ shall have no liability to you or any other party for any breach or unauthorized access, use, or disclosure during such transmission.
Data transmitted to and from DataQ Services may be encrypted for the user’s protection. However, the security of information transmitted through the Internet can never be guaranteed. DataQ is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of DataQ’s Services. In order to protect you and your data, DataQ may suspend your use of the Services, without notice, pending an investigation, if any breach of security is suspected.
You may not use or otherwise export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services are hosted and accessed by you, or where you use any of the DataQ Services.
Finally, our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you are over 18.
Restrictions
You represent, warrant, and agree that you will not:
- remove or alter any trademark or copyright notices contained in the Services or Content;
- reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Services or Content;
- use manual or automated means to trawl, mine, scrape, frame, or mirror the Services or Content;
- disassemble, decompile or reverse engineer the Services or Content;
- attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Services or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts;
- interfere with or disrupt the operation of the Services or any other systems;
- violate any applicable local, state, national or international law;
- post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person;
- send unsolicited advertisements through the Services;
- use the Services in a way that will adversely affect us or reflect negatively on DataQ’s goodwill, name or reputation; or
- provide any false or misleading information or any information that you do not have the appropriate consents or authorizations to provide.
Third Parties
The Services may contain links to websites owned or operated by third parties. We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We do not endorse such third party Content (including External Data). We are not responsible for the accuracy or reliability of any Content provided by third parties (including External Data). We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Services. Any transactions agreed upon between you and such third parties are agreements between you and the applicable third party, and we are not party to any such transactions or agreements without DataQ written assent. You are solely responsible for your interactions with any third parties.
Additionally, to the extent External Data or other Content is made available to you pursuant to your relationship with the applicable third party (e.g., your participation in an Accountable Care Organization or other network, or your relationship as an ordering provider of a lab or imaging company that provides data via the Services), you acknowledge and agree that the Services may cease providing or using such External Data or Content upon the termination or expiration of your relationship with such third party.
Software
Some of our Services allow you to download our application and/or software which may update automatically. You may have a limited, nonexclusive, nontransferable, revocable license to use the software, solely to access the Services. You are responsible for ensuring you have the necessary hardware, software (e.g., operating systems, browsers, etc.), and network connections to access and use the DataQ software and other Services.
Right to Modify the Services
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Services, including changes that may affect the previous mode of operation of the Service. We also reserve the right to establish limits to the nature or size of storage available to you, or your continued ability to access or share, Your Information and other data, and impose other limitations at any time, with or without notice.
In connection with any modification of the Services, DataQ may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Services. DataQ will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), DataQ may require you to install the update to continue accessing the Services. In all cases, you agree to the delivery and implementation of these updates as part of your use of the Services.
Our Intellectual Property Rights
The Services and Content are protected by copyright, trademark, intellectual property laws, and other US and foreign laws. These Terms do not grant you any right, title or interest in the Services, Content, or DataQ trademarks, logos and other brand features. You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works, claim ownership, or otherwise use any information available on or through the Services and Content for any purpose other than that agreed to by DataQ. You may not use the trademarks, logos and service marks (“Marks”) for any purpose including, but not limited to use as “hot links” or meta tags in other pages or sites on the World Wide Web without the written permission of DataQ or such third party that may own the Mark.
Termination
You are free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you are not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. We reserve the right to terminate and delete your account if you haven’t accessed our Services for an extended period of time.
DISCLAIMERS
We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DATAQ AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. YOUR USE OF THE SERVICES AND THE PURCHASE AND USE OF ANY PRODUCTS ARE ALL AT YOUR SOLE RISK. THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DATAQ DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RESULTING FROM ACCESS TO THE SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM USE OF THE SERVICES, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES OR OTHER THIRD PARTIES. DataQ uses reasonable efforts to include accurate and up-to-date information when within its control; it does not, however, make any warranties or representations as to its accuracy or completeness. DataQ periodically adds, changes, improves, or updates such information and other data without notice. DataQ assumes no liability or responsibility for any errors or omissions in the content of the Services. Your use of the Services is at your own risk. The Services are intended to be informational, but you may not rely solely on the Services in making any decisions (including clinical, treatment, or other decisions regarding patient care). You are responsible for using your own professional medical judgment and reviewing any relevant data and information directly (not solely through the Services) when making decisions (including regarding clinical, treatment, or other decisions affecting patient care).
Limitation of Liability
You also acknowledge that a variety of actions by DataQ, yourself, or third parties may impair or prevent you from accessing Your Information or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that DataQ has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any of Your Information. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. DataQ does not warrant that your use of the Services will be uninterrupted or error-free.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DATAQ, ITS AFFILIATES, AND THEIR OWNERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT DATAQ HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DATAQ’S, ITS AFFILIATES’, OR THEIR OWNERS’, OFFICERS’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’, SUPPLIERS’, OR CONTRACTORS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO DATAQ FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.
Claims are Time-Barred
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Services or Products or otherwise under these must be filed within two (2) years after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
Resolving Disputes
Before filing a claim against DataQ, you agree to try to resolve the dispute informally by contacting Legal&Compliance@dataqhealth.com
Judicial Forum for Disputes
In the event we cannot reach an agreement resolving your issue, you agree that any judicial proceeding will be brought in the federal or state courts of Dallas County, Texas, and consent to venue and jurisdiction.
No Class Actions
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
Controlling Law
These Terms and the relationship between you and DataQ (including any dispute) shall be governed in all respects by the laws of the State of Texas, United States of America, without regard to conflict of law provisions.
Entire Agreement
These Terms constitute the entire agreement between you and DataQ with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.
Waiver, Severability & Assignment
DataQ’s failure to enforce a provision of these Terms is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. DataQ may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
Indemnity
You agree to indemnify and hold DataQ, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to your use of any of the Services or any External Data, any violation of these Terms, or any other actions connected with your use of the Services (including all actions taken under your account).
Modifications
We may change these Terms from time to time at our discretion. We will always post the then-current version of these Terms on our website and, where available, on the Services. Any update to these Terms will become effective upon such posting.
If we do update these Terms, you are free to decide whether to accept the terms or to stop using our Service; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms.
If, through accessing or using the Services, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
You acknowledge and agree that each affiliate of DataQ shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
Finally, the section headings in these Terms are for convenience only and have no legal or contractual effect.
*last update 11/19/2024
