You are permitted to use Episource Online Services only if and for so long as Your Organization remains an Episource customer of SaaS, software or software support services (“Episource Client”) pursuant to a written agreement with Us (“Episource Client Agreement”), or an authorized certified partner, developer, reseller or other business partner (“Episource Business Partner”) pursuant to a written agreement with Us (“Episource Business Partner Agreement”), and You, as an individual, are authorized to use Episource software pursuant to the terms of an Episource Client Agreement or Episource Business Partner Agreement (each individual so authorized, an “Authorized User”). You represent and warrant to Episource that You are not and do not work for a competitor of Episource. You may use Episource Online Services only for purposes relevant to Episource software offerings and services and related healthcare industry workflow and business issues. You agree to notify Episource of any change in Your relationship with Your Organization. If Your Organization ceases to be an Episource Client or an Episource Business Partner or You cease to be an Authorized User, and Your rights to access and use Episource Online Services or any Services made available over Episource Online Services will immediately cease.
Registration and Password
In order to access and use Episource Online Services, You represent and warrant that You are at least eighteen (18) years old and have the legal capacity to enter into these TOU. You will be required to provide information about yourself (such as Your name, Your Organization, and work contact details) and select a password as part of the registration process. You will be limited to a single online persona and agree that You will not register or post under multiple IDs. You further agree to provide Episource with the requested information and will promptly update such information as necessary to ensure it remains accurate, complete and up to date. Users may not use a name already being used by another person, which belongs to (or impersonates) someone else, which violates the intellectual property or other rights of any person (including but not limited to trademark rights), is offensive, or that Episource rejects for any other reason in its sole discretion. Episource may terminate Your account if You do not comply, or if You do not provide and retain an accurate, complete and updated profile. You are responsible for maintaining the confidentiality of Your username and password and You will not share it with anyone or permit any third party to access or use Episource Online Services using Your username and password. You acknowledge and agree that Episource has no responsibility for verifying the identity of anyone using Your username and password, and Episource may provide access to Your account to anyone using Your username and password. You will not use any account other than the account approved for use during Your registration whether or not You have the permission of the account holder, and accept sole responsibility for monitoring all activities under Your account and assume full responsibility for any third party use of Your account, username and password and access to and use of Episource Online Services (unless such activities result from a security breach for which Episource is responsible). If You become aware of any unauthorized use of Your username, password or Your account, You agree to notify Episource immediately at the email address or phone number provided for notice in these TOU.
Episource respects the intellectual property rights of others and expects You to do the same. You agree not to publish, post, or otherwise distribute any material that is protected by copyright, trademark, or other proprietary right without the express permission of the owner(s) of said copyright, trademark, or other proprietary right. You acknowledge that Episource will in its sole discretion terminate the account of any user who uses the Site or the Services to infringe the intellectual property rights of others.
Conduct; Compliance with Laws and TOU
You agree to use Episource Online Services only for purposes that are permitted by these TOU and any Other Agreement You have with Us as an Episource Client or Episource Business Partner, and only in the course of Your work for Us or Your Organization in accordance with an applicable Episource Client Agreement or Episource Business Partner Agreement. Except as necessary for the Episource Services delivered through the Episource Online Services, as governed by the Episource Client Agreement, You may not use or disclose protected health information or Personal Data through Episource Online Services. You may not (a) engage in any commercial solicitations (including sales and recruitment activities) using any information or other items from Episource Online Services; (b) reverse engineer, modify, reproduce, republish, or prepare derivative works based on, distribute, sell, transfer, publicly display, publicly perform, or transmit, in connection with Your use of, or any content or information obtained from, Episource Online Services; (c) disguise the origin of information transmitted through Episource Online Services; (d) place false or misleading information on Episource Online Services; (e) input or upload to Episource Online Services any information which contains malware, ransomware, viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any Content, information or Episource Online Services or that infringes the intellectual property rights of another; or (f) use or access Episource Online Services in any way that, in Episource’s sole discretion, adversely affects the performance or function of Episource Online Services or interferes with the ability of other Authorized Users to access Episource Online Services. You agree to comply with all applicable laws, these TOU, and Your Organization’s applicable usage guidelines (to the extent such guidelines do not conflict with these TOU).
In addition, You may not: use the Episource Online Services 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 US or other countries); use the Episource Online Services for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; use the Episource Online Services to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam” or any other similar solicitation; impersonate or attempt to impersonate Episource, an Episource employee, another user or any other person or entity, including by utilizing another user’s identification, password, account name or persona without authorization from that user; use the Episource Online Services in any manner that could disrupt, disable, overburden, damage, or impair the service for you or others (including the ability to send timely notifications through the Service), via various means including overloading, “flooding,” “mailbombing,” “denial of service” attacks, or “crashing”; use any manual process to monitor or copy any of the material made available through the Episource Online Services or for any other unauthorized purpose without Our prior written consent; attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Episource Online Services, the servers on which the Episource Online Services is stored, or any server, computer or database connected to the Episource Online Services; attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; take any action in order to obtain Episource Online Services to which not entitled; attempt any action designed to circumvent or alter any method of measuring or billing for utilization of the Episource Online Services; otherwise attempt to interfere with the proper working of the Episource Online Services; shall not use any personal password or commonly used password that is used for other services, applications, software, or systems; shall not use a password that has been compromised; and shall not re-use a password within a two calendar year period.
Feedback/Uploading and Sharing of Information
By submitting any feedback to Us through the Site (“Feedback”), You represent and warrant that such submission is accurate to the best of Your knowledge, NOT confidential to You or any third party, and that You have the unqualified rights to disclose such Feedback without violation of any contractual restrictions or other third party rights. We may, in Our sole discretion, use (or not use) any Feedback in connection with Our development plans or for any other purpose. We shall exclusively own all Feedback and You hereby irrevocably assign such Feedback to Us. If You provide Us any business, product, or services ideas (including those related to new, improved, or enhanced software applications), You agree that We have no obligation to review or consider such information or keep it confidential, and for no additional consideration, We have an unlimited right to copy, distribute, or otherwise use all such information and You hereby waive any and all associated moral rights (or the like).
You will not upload or share information in violation of (a) applicable laws, including but not limited to state and federal requirements pertaining to patient privacy and Protected Health Information (“PHI”) as set forth in the Health Insurance Portability and Accountability Act (“HIPAA”) or Personal Data or Personal Information as set forth in applicable privacy, security, or consumer protection laws, regulations, guidance, or directives; or (b) any applicable licenses of Your Organization, Episource and/or third parties. Specifically, You may not upload or share any information or data incorporating or listing any PHI, or confidential, proprietary, or licensed content, software or other information of Your Organization, Episource or any third party which You have obtained and which is subject to restrictions on sharing or use by others (individually and collectively “Restricted Content”).
Downloading and Using Information
You may access Episource Online Services only to the extent You are validly authorized to do so by Episource. You may not download, obtain, print, or use (collectively, “Use”) any Restricted Content or other information which You do not have a license or other right to Use pursuant to Your Episource Client Agreement or Episource Business Partner Agreement.
You agree that Your use of Episource Online Services is at Your own risk and that any content or information You obtain from the Site is on an “As Is” basis, without any representations or warranties by Episource, any Episource Client, any Episource Business Partner, or any other third party.
We do not allow You to deep link to Episource Online Services; extract, monitor or copy the Site or any information and/or data contained therein through the use of a crawler, spider, bot, or other automated technology, device, process, means to access the service; or frame or utilize framing techniques to enclose any portion or aspect of information from Episource Online Services. If You are in doubt regarding what You may and may not do on Episource Online Services, contact us at +1 (714) 452-1961 / firstname.lastname@example.org.
You agree that any breach of these TOU will cause substantial and irreparable injury and in the event of any such breach, in addition to any other available remedies, Episource shall have the right to specific performance and other injunctive and equitable relief without the necessity of proving damages, or posting any bond or other security.
Confidentiality and Use
The information and documents contained in or accessible through Episource Online Services, including but not limited to Site Content, Feedback and Product Roadmaps (“Episource Materials”) contain valuable, confidential information and trade secrets of Episource (and/or Episource Clients or Episource Business Partners). You must keep all Episource Materials and Your username and password in strict confidence in perpetuity and shall not use it for any purpose other than Your own internal use. You will use at least the same degree of care as You employ with respect to Your own confidential information or trade secret information (if applicable), but in no event less than reasonable care, and will take all necessary steps to prevent the Episource Materials or the nature or substance thereof from becoming available to others outside of Your Organization, or becoming public knowledge. You may only share Episource Materials with others in Your Organization who need to know such information and are under a written obligation of confidentiality with respect to the Episource Materials to Your Organization. The foregoing confidentiality restrictions do not apply to Episource Materials that have entered the public domain other than as a result of a disclosure by You or Your Organization in violation of these TOU, or to materials or information that are considered Your materials under the Episource Client Agreement.
You hereby grant Us and Our designees a non-exclusive, irrevocable, perpetual, unlimited, assignable, sublicensable, fully paid-up and royalty-free worldwide license and right to copy, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add, alter, combine with other works, translate, record, rerecord, rewrite, use, exploit and commercialize, in any way now known or in the future discovered, anything that You submit to Episource Online Services except as provided in an applicable Episource Client Agreement or Episource Business Partner Agreement, in whole or in part, without need for any payment, notice or permission to or from You or any third party. Notwithstanding the foregoing, You hereby agree to irrevocably assign and hereby assign to Episource, for no additional consideration, all Feedback.
You agree on Your own behalf and on behalf of Your Organization to indemnify, defend and hold Episource and Our officers, directors, employees, subcontractors, and agents from and against any claims, liabilities, damages, losses and costs (including, but not limited to, reasonable attorneys’, experts, and accounting fees) related to claims, charges or investigations arising out of or in any way connected with Your access to and/or use of Episource Online Services, or Your violation of these TOU or incorporated policies, including, without limitation, Your submission or transmission of, or linking to, content that violates third party rights or applicable laws, regulations, guidance, directives, or orders.
U.S. Export Controls
You represent that You are not located in, under the control of, or a national or resident of or otherwise accessing this website from Cuba, Iraq, Libya, North Korea, Iran, Syria, or any country to which the U.S. has embargoed goods.
On the condition that You comply with all of Your obligations under these TOU (and with the exception of certain Content made available only to specific Authorized Users), We grant You a non-exclusive, revocable, non-assignable, non-sublicensable, royalty-free (except where We state otherwise, and You agree, that charges apply) right to view and print Content to Episource Online Services through a web browser. We grant You no other rights, implied or otherwise. Episource Online Services is protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that, as between the parties, Episource owns all legal right, title and interest in and to the technology used to provide Episource Online Services, including any intellectual property rights which subsist in Episource Online Services.
Undertakings and Reservations
Episource reserves the right to investigate and prosecute violations of any of these TOU to the fullest extent of the law. Episource may involve and cooperate with law enforcement authorities in prosecuting users who violate these TOU. You acknowledge that Episource has no obligation to prescreen, review, flag, filter, or monitor Your access and/or use of the Site, Content, or Services, but has the right to do so for the purpose of operating Episource Online Services and ensuring Your compliance with these TOU, or to comply with applicable law or the order or requirement of a court, administrative agency, or other government body.
Disclaimer of Warranties
EPISOURCE MAKES NO REPRESENTATION OR WARRANTY (A) THAT YOUR USE OF EPISOURCE ONLINE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THAT YOUR USE OF EPISOURCE ONLINE SERVICES WILL BE UNINTERRUPTED, SAFE, SECURE OR ERROR FREE; OR (C) ABOUT THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, SECURITY, RELIABILITY OR SUITABILITY OF, OR THE RESULTS OF THE USE OF, THE CONTENT, INFORMATION OR MATERIALS DOWNLOADED, LINKED TO, OR OTHERWISE OBTAINED THROUGH EPISOURCE ONLINE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF EPISOURCE ONLINE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR USE OF EPISOURCE ONLINE SERVICES. NOTHING ON THIS SITE IS INTENDED AS, NOR SHALL BE CONSTRUED AS, MEDICAL ADVICE. DO NOT RELY ON EPISOURCE ONLINE SERVICES OR ANY INFORMATION WE OR OTHER USERS MAY PROVIDE. NO ADVICE OR INFORMATION OBTAINED THROUGH EPISOURCE ONLINE SERVICES SHALL CREATE ANY WARRANTY ON BEHALF OF EPISOURCE. WE PROVIDE EPISOURCE ONLINE SERVICES AND ALL INFORMATION “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS EPISOURCE ONLINE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. YOU AGREE THAT YOUR ACCESS AND/OR USE OF EPISOURCE ONLINE SERVICES IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY INFORMATION, MATERIALS OR CONTENT DOWNLOADED, LINKED TO, OR OTHERWISE OBTAINED THROUGH THE USE OF EPISOURCE ONLINE SERVICES. IF YOU ARE DISSATISFIED OR HARMED BY EPISOURCE ONLINE SERVICES OR ANY INFORMATION PROVIDED THEREIN, YOU MAY STOP USING EPISOURCE ONLINE SERVICES AND TERMINATE YOUR ACCOUNT. SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
Limitation of Liability
IN NO EVENT SHALL EPISOURCE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING EPISOURCE ONLINE SERVICES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, RESULTING FROM YOUR ACCESS TO AND/OR USE OF, OR INABILITY TO ACCESS AND/OR USE, EPISOURCE ONLINE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS ARISING OUT OF OR RELATING TO THE USE OF EPISOURCE ONLINE SERVICES OR YOUR RELIANCE ON, OR THE DISPLAY OF ANY CONTENT THROUGH EPISOURCE ONLINE SERVICES, WHETHER OR NOT EPISOURCE WAS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER AND LIMITATION OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSIONS AND LIMITATIONS. IN NO EVENT SHALL EPISOURCE BE LIABLE TO YOU FOR ANY AMOUNT OF DIRECT DAMAGES IN EXCESS OF US$100 IN THE AGGREGATE ARISING OUT OF OR RELATING TO THE USE OF EPISOURCE ONLINE SERVICES OR YOUR RELIANCE ON, OR THE DISPLAY OF ANY CONTENT THROUGH EPISOURCE ONLINE SERVICES.
THE LIMITATIONS AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EPISOURCE AND YOU. YOUR REMEDIES UNDER THESE TOU ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED HEREIN.
Episource may terminate Episource Online Services and these TOU at any time, for any or no reason, without prior notice to You. Upon termination, Your right to access and use Episource Online Services (and Episource Materials) shall cease immediately. Your confidentiality obligations and the other provisions of these TOU shall survive any termination, except for Your rights to access Episource Online Services. You may terminate or cancel Your account and stop using Episource Online Services at any time. If You violate the letter or spirit of these TOU, or if We believe that You create a risk of possible legal exposure for Us, We reserve the right to stop providing Services to You and immediately revoke Your permission to access or use Episource Online Services.
Each dispute arising out of the TOU shall be decided by binding arbitration administered by the AAA under its then-current Commercial Arbitration Rules, provided that to the extent such rules are inconsistent with this Agreement, this Agreement shall govern. All related actions between the Parties shall be consolidated. Arbitration awards shall be final and binding upon the Parties, and judgment on any such award may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have no power or authority to award special, incidental, consequential, exemplary, punitive or other indirect damages that would be inconsistent with the other provisions of these TOU. All aspects of the arbitration and any award shall be confidential. Notwithstanding anything else, Episource may (a) seek equitable remedies from a court of competent jurisdiction and, if the disputes are urgent, seek provisional equitable remedies, and (b) in lieu of arbitration, litigate disputes concerning ownership or unauthorized use or disclosure of confidential information or intellectual property in courts of competent jurisdiction, and upon commencement of any such proceeding, any arbitration then pending shall be stayed, insofar as it concerns the matters subject to decision by such court. Episource shall be entitled to recover from the other the costs of arbitration or court proceedings and its attorneys’ fees and expenses, provided that the arbitrator(s) or judge may eliminate or reduce such recovery on grounds that it is unreasonable or disproportionate to the harm suffered. To the extent permitted by applicable law, the Parties hereby waive their right to a jury trial in any actions under this Agreement. No action, regardless of form, arising hereunder, may be brought by either Party against the other more than one year after the cause of action has accrued, except that, subject to the applicable statutes of limitations, an action for breach of or default under the Confidentiality and Use section of these TOU may be brought at any time.
These TOU and any action related thereto will be governed by and be interpreted pursuant to the laws of the State of California, disregarding any conflict-of-laws rules which may direct the application of the laws of another jurisdiction. Any claim, suit, action, or proceeding (including arbitration proceedings) must be brought in the appropriate state or federal court located in Los Angeles County, California.
If any provision of these TOU is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of these TOU.
We may provide notices to You via any means of communication for which You have provided Us contact information. You may provide notices to Us only via logging a case for Episource Online Services at email@example.com. Any notices You provide that are not in compliance with this Section on Notices shall have no legal effect.
Changes to these TOU
Episource may change any of the terms of these TOU for any reason, at any time, without any advance notice. Such changes will become effective immediately upon your use of the Episource Online Services after the changes have been posted.
No Informal Waivers, Agreements or Representations
Our failure to act with respect to a breach by You does not waive Our right to act with respect to that breach or subsequent similar or other breaches. Any waiver of these TOU by Episource must be in a writing signed by an authorized officer of Episource, and shall expressly reference the applicable provisions of these TOU.
Relationship, Assignment and Delegation
You and Episource are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Us. You have no authority to make or accept any offers or representations on Our behalf. Only Our Employees are authorized to act on Our behalf. You may not assign or delegate any rights or obligations under these TOU and any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these TOU, fully or partially.
Copyright and Service Mark/Trademark Notices
All copyrightable works, trademarks, service marks, product names, trade names, logos and designs used on or made available through Episource Online Services, whether registered or unregistered, are owned by Episource or other third parties. Any and all goodwill in any trademarks in Episource Online Services shall inure solely to the benefits of the respective marks’ owners. You may not use or display any of these without the express prior, written consent of the applicable owner.
These TOU, including the policies referenced herein, are the entire and exclusive agreement between Episource and You regarding their subject matter and replace any prior agreements or previous communications. For the avoidance of doubt, nothing herein terminates or modifies any Episource Client Agreement, Episource Business Partner Agreement, or other separate, existing, written agreement between Your Organization and Episource regarding any generally available versions of Episource’s software (“Other Agreement”).
Notwithstanding the foregoing, except as otherwise expressly specified in the Episource Materials, none of the Episource Materials shall: (a) constitute Episource’s designated user documentation for any software, or (b) be considered part of any “Documentation,” “Specifications,” or any like terms that are the subject of any Episource warranty or other Episource obligation under any Other Agreement.
Last Update: October 2021