EASYRX PRACTICE LICENSE AGREEMENT
THIS LICENSE AGREEMENT (THIS "AGREEMENT") IS BETWEEN YOUR PRACTICE ("PRACTICE") AND EASYRX, LLC. BY CLICKING THE "ACCEPT" BUTTON, PRACTICE ACKNOWLEDGES AND AGREES THAT IT HAS READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The person clicking the ACCEPT button hereby represents to EasyRx, LLC that he or she is at least 18 years old and is competent and fully authorized to enter into a binding agreement on behalf of Practice.
Subject to the terms and conditions herein, EasyRx, LLC, (hereinafter, "EasyRx") hereby grants to Practice a non-exclusive license (hereinafter the "License") to use the EasyRx Software and any related documentation including without limitation any training materials that EasyRx makes available to Practice (the "Documentation") in order to place and/or manage orders for orthodontic appliances from one or more labs and/or facilitate the tracking of in-house orders for orthodontic appliances to be made by the Practice itself. The Software resides on one or more servers under the control of EasyRx (Software as a Service) and will be accessed by the Practice online via the EasyRx website. EasyRx may change or discontinue any portion, feature or content of the Software at any time, with or without notice to Practice. In its sole discretion, EasyRx may from time to time offer Help Desk assistance to Practice for routine questions related to the Software.
2. LICENSE FEES
Practice hereby authorizes EasyRx to charge the Practice credit card, debit card, PayPal account or similar account or payment mechanism that Practice designates for the fees indicated for the specific license option that Practice selects. All fees shall be paid in U.S. dollars. EasyRx reserves the right to change its fees from time to time, but such changes shall be effective only for selections made by Practice after the changes are announced. If Practice seeks to cancel a payment, EasyRx reserves the right to refuse to refund pre-paid fees and may, in addition, charge Practice for reasonable expenses related to the cancellation or attempted cancellation. Practice agrees to pay any sales or use taxes related to its licensing of the Software. Practice is responsible and liable for any fees, including without limitation reasonable attorney and collection fees, that EasyRx may incur in seeking to collect any balances due from Practice. Practice agrees that it will be billed for and will pay any outstanding balances if its license is terminated for any reason. Practice must notify EasyRx of any billing problems or discrepancies within sixty (60) days after they first appear on the credit card account statement or similar statement. If Practice does not notify EasyRx within sixty (60) days, Practice waives any right to dispute such problems or discrepancies.
The term of this License shall be until the earlier of (a) termination of this License at any time upon written notice from the Practice to EasyRx, (b) termination of this License at any time upon written notice from EasyRx to the Practice. If EasyRx terminates this License for any reason other than breach of this Agreement by Practice, Practice shall be entitled to a refund of prepaid fees covering any month beyond the month in which termination occurs. If the Practice terminates this License for any reason, EasyRx shall be entitled to a prorated amount of the fees for services rendered during the applicable monthly billing cycle.
Upon termination of this Agreement, Practice shall immediately cease to use the Software and Documentation. The provisions of Sections 2 through 13 of this Agreement shall survive the termination of this Agreement for any reason and may be enforced after such termination.
5. PATIENT DATA
EasyRx does not claim any ownership rights in any patient information, data, photographs, x-rays, digital images or other materials that Practice originates and uploads, transmits or otherwise makes available through the EasyRx system ("User Content"). EasyRx shall make use of User Content solely in connection with the EasyRx system and shall not sell User Content or otherwise distribute it outside of the EasyRx system; provided, however that EasyRx has the right to sell or distribute non-identifying aggregated information or data derived from the User Content. Upon termination of the License, if Practice has paid all amounts due to EasyRx then EASYRX shall, upon written request from Practice and payment of a $150 processing fee, provide to Practice a digital copy of the User Content.
6. PRACTICE RESPONSIBILITY
(a) Practice is responsible for all use of the Software and Documentation made under Practice's identification (or "User ID") or password.
(b) Practice is responsible for protecting and securing its access to the Software and Documentation and related passwords and data from unauthorized use and disclosure.
(c) Practice shall not copy, distribute, disclose or sublicense the Software or Documentation to any person or entity other than an employee or other authorized agent of Practice and solely for purposes of properly using the Software in accordance with this Agreement. Practice shall not reverse engineer, decompile or disassemble the Software.
(d) Practice covenants that it shall not utilize the Software or Documentation in any manner that is illegal or otherwise engage in any activity related to the Software or Documentation in any manner that violates the rights of EasyRx or any other person or entity. Practice is solely responsible for all materials that it and its employees and agents upload, email, post, or otherwise transmit via the Software and will not transmit any materials that contain viruses or other harmful components. Any materials transmitted in violation of this Agreement may be refused or removed by EasyRx in its sole reasonable discretion.
(e) The EasyRx web site is served and maintained in the United States, and Practice agrees not to export any items in violation of any export controls.
(f) If Practice becomes aware of or believes there has been any breach of security related to the Software, Practice shall notify EasyRx immediately.
(g) Practice shall provide any necessary signatures (including without limitation e-signatures) or any proper abbreviations thereof (including without limitation initials) to a lab when placing orders. Practice shall be responsible for protecting and securing access to its signatures and abbreviations.
(i) Any disputes between the Practice and a lab must be resolved between those two entities.
7. LIMITED WARRANTY
THE SOFTWARE WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION. IN THE EVENT OF A BREACH OF THE FOREGOING LIMITED WARRANTY, THE SOLE AND EXCLUSIVE REMEDY OF THE PRACTICE SHALL BE TO RECEIVE ACCESS TO REPAIRED OR REPLACED SOFTWARE THAT CONFORMS TO THE FOREGOING WARRANTY. IF EASYRX CANNOT REPAIR OR REPLACE THE SOFTWARE, PRACTICE MAY TERMINATE THIS AGREEMENT AS SET FORTH IN SECTION 3.
8. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE FOREGOING LIMITED WARRANTY, EASYRX MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND TO PRACTICE OR ANY OTHER PERSON WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION ANY OTHER MATTER RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE PRECEEDING SENTENCE, EASYRX HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. EXCLUSION OF DAMAGES
IN NO EVENT SHALL EASYRX AND ITS AFFILIATES, AND ITS AND THEIR MEMBERS, OWNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED IN ANY MANNER TO THE SOFTWARE OR DOCUMENTATION OR THIS AGREEMENT.
10. LIMITED LIABILITY
THE AGGREGATE LIABILITY EASYRX AND ITS AFFILIATES, AND ITS AND THEIR MEMBERS, OWNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, IF ANY, ARISING OUT OF ANY CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID BY PRACTICE TO EASYRX.
Practice will defend, indemnify and hold harmless EasyRx and its owners, officers, directors, employees and agents from any and all claims, costs, damages, expenses or losses imposed on, incurred by or asserted against EasyRx as a result of or relating to, (a) any noncompliance by Practice with the terms and conditions of this Agreement, (b) the use of the Software or Documentation by Practice or by any person using Practice's user ID or password or (c) any User Content.
EasyRx will defend, indemnify and hold harmless Practice and its owners, officers, directors, employees and agents from and against any and all claims, costs, damages, expenses or losses imposed on, incurred by or asserted against Practice as a result of or relating to any claims brought by third parties alleging infringement or misappropriation of any intellectual property right arising out of or relating to Practice's use of the Software in accordance with the terms of this Agreement.
This Agreement represents the entire agreement between the parties with respect to the subject matter hereof, and no modification hereof shall be effective unless contained in a writing executed by both parties. Waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any subsequent breach thereof or of any other provision. Any notice required herein shall be sent by personal delivery, certified mail or by courier service to the party entitled to receipt thereof at the address provided at the beginning of this Agreement or such other address as a party may give notice of in accordance with the terms hereof, and shall be effective upon delivery. The determination by a court of competent jurisdiction that any portion of this Agreement is invalid or unenforceable on any ground shall not affect the validity and enforceability of any other portion of this Agreement.
13. APPLICABLE LAW; JURISDICTION AND VENUE
This Agreement shall be construed under, and governed by, the laws of the State of Georgia. The parties agree that jurisdiction and venue for any legal proceedings arising from or in any way connected to this agreement will lie in the state courts of the County of Fulton, State of Georgia, and both parties hereby submit and consent to the jurisdiction and venue of said courts.