THE FIRST OPEN E-REFERRAL NETWORK

MEDIFR TERMS OF SERVICE

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BY CLICKING "AGREE" OR THROUGH THE CONTINUED USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. LAST MODIFIED MARCH 21, 2013

 

User Agreement

 

This agreement is made between Medifr, Inc., a Texas corporation ("we" or "us") and you, as a user of our patient referral and practice collaboration platform (the "Platform"). You and we are collectively referred to as the "Parties."

 

1. Definitions. For the purposes of this Agreement, the terms set forth in this section have the meanings assigned to them below. Terms not defined below (whether or not capitalized) have the definitions given to them in HIPAA, unless the context requires otherwise:

1.1. "Authorized Care Team" means those members of your clinic or patient care team who you individually authorize to assist you in providing treatment and obtaining payment for treatment, and to whom we have assigned a unique identifier for access to the Platform.

1.2. "De-Identified Information" means (i) health information that has been de-identified in accordance with the provisions of the Privacy Rule, and (ii) personal information from which a user's name and other unique identifiers have been removed, and from which the user cannot reasonably be identified.

1.3. "HIPAA" means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule.

1.4. "Personal Information" means information that identifies you personally as a user of the Platform, and all information concerning you and your use of the Platform that is not Your PHI.

1.5. "Platform" means the electronic communication network from time to time operated by us, including all hardware provided by us, all software used or provided by us, and all such hardware and software installed at or accessed from your site, and all documentation provided by us in connection with the Platform, paper or electronic.

1.6. "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health

Information at 45 CFR part 160 and part 164, subparts A and E.

1.7. "Protected Health Information" has the meaning given to it in the Privacy Rule, and includes all individually identifiable health information concerning your patients that you provide to the Platform.

1.8. "Security  Rule"  means  the  Security  Standards  for  the  Protection  of  Electronic

Protected Health Information at 45 CFR part 160 and part 164, subparts A and C.

1.9. "Services" means the services to which you have been granted access, which may include the patient demographic upload services, physician advertising services, and other services.

1.10. "User ID" means a user identification assigned to an individual user to access the Platform.

1.11.  "Your PHI means Protected Health Information that you or your Authorized Care Team enter into the Platform.

 

2.  Grant of Rights and Limitations.

2.1. Grant. We grant you a non-exclusive, personal, nontransferable, limited right to use the Platform to access the Services during the term of this Agreement. Other than the rights specifically granted by this Agreement you will obtain no other rights to the Platform.

2.2. Verification. You agree that your use of the Platform is subject to verification by us of your ongoing identity and credentials as a health care practitioner. If we are unable to determine or verify your credentials or identity, we may terminate your use of the Platform. You grant us permission to use and disclose your Personal Information for identification or verification purposes, including making inquiry of third parties concerning your identity and credentials. You authorize such third parties to disclose information as we may request for such purposes. You agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information.

2.3. Permitted Uses. You may use Your PHI for any purpose permitted by law. If you are

granted access rights to another user's Protected Health Information, you may use such information for treatment and for obtaining payment for treatment except (i) you may access only information pertaining to individuals with whom you have a treatment relationship or for whom a provider who has a treatment relationship with the individual has requested a professional consultation from you, or from whom you have received authorization to use their health information; and (ii) you may use only the minimum necessary information for payment purposes.

2.4. Prohibited Uses. You will not: (i) use the Platform for time-sharing, rental or service bureau purposes; (ii) copy, reverse engineer, decompile or disassemble the Platform, in whole or in part, or otherwise attempt to discover the source code to the software used in the Platform; (iii) modify the Services or the Platform or associated software or combine the Services or the Platform with any other software or services not provided or approved by us; (iv) abuse or misuse the Platform including altering or destroying information in the Platform except in accordance with accepted practices; or (v) use the Platform in a manner that interferes with other Users' use of the Platform.

2.5. Prohibited Uses. You will not: (i) use the Platform for time-sharing, rental or service bureau purposes; (ii) copy, reverse engineer, decompile or disassemble the Platform, in whole or in part, or otherwise attempt to discover the source code to the software used in the Platform; (ii) modify the Services or the Platform or associated software or combine  the  Services  or  the  Platform  with  any  other  software  or  services  not provided or approved by us; (iv) abuse or misuse the Platform including altering or destroying information in the Platform except in accordance with accepted practices; or (v) use the Platform in a manner that interferes with other Users' use of the Platform.

2.6. Safeguards. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Platform from access, use or

alteration. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, Platforms, and administrative processes used by you or members of your Authorized Care Team to transmit, store and process electronic health information through the use of the Platform. You will immediately notify us of any breach or suspected breach of the security of the Platform of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Platform, and you will take such action to mitigate the breach or suspected breach as we may direct, and will cooperate with us in investigating and mitigating the breach.

2.7. Compliance. You will comply with the terms of this Agreement and all applicable laws and regulations. You will be solely responsible for the use of the Platform by you and shall indemnify us and hold us harmless from any claim, cost or liability arising from such use, including reasonable attorneys' fees.

2.8. User Identification. We authorize you to use the User IDs assigned to you by us. You acquire no ownership rights in any User ID. We may revoke or change the User IDs at any time in our sole discretion. You will use appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons. You will not allow others to use your User ID. You will use your best efforts to ensure that no member of your clinic or practice uses a User ID assigned to another person.

2.9. No Third-Party Access. Except as required by law, you will not permit any third party to  have  access  to  the  Platform  or  to  use  the Services  without  our prior  written agreement. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Platform. You will cooperate fully with us in connection with any such demand.

2.10. Your Workforce. Using the Platform, you may permit other users to use the Platform and the Services on your behalf. It is your responsibility to de-authorize such use upon the occurrence of any event where they should not by law have access to Your PHI or should not be able to process your referrals (e.g. termination of employment from your practice).

2.11. Compliance with Law. You are solely responsible for ensuring that your use of the Platform and the Services complies with applicable law. We offer no assurance that your use of the Platform and the Services under the terms of this Agreement will not violate any law or regulation applicable to you.

2.12. Professional Responsibility. You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy or utility of any information in the Platform, or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to you or your patients of your use of the Platform or the Services.

2.13. Indemnification. You agree to indemnify, defend, and hold harmless us and other Platform users, and our and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of: (a) the use of the Platform by you or your Authorized Care Team; (b) any breach by

you or your Authorized Care Team of any representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to the Platform under a User ID assigned to you or a member of your Authorized Care Team; (d)  the  actions  of  anyone  using  a  User  ID,  password  or  other  unique  identifier assigned to you or any member of your Authorized Care Team that adversely affects the  Platform  or  any  information  accessed  through  the  Platform;  and  (e)  your negligent or willful misconduct, or that of any member of your Authorized Care Team.

 

3.  Use of Information (Part of Business Associate Agreement).

3.1. Our Obligations to You:

a. We will not use or disclose Your PHI other than as permitted or required by the Agreement or as required by law;

b. We will appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to Your PHI in electronic form, to prevent use or disclosure of Your PHI other than as provided for by the Agreement.

c. We will report to you any use or disclosure of Your PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured Your PHI as required at 45 CFR 164.410, and any security incident involving Your PHI of which  we  becomes  aware.  In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, we will ensure that any subcontractors that create, receive,  maintain,  or  transmit  Your  PHI  on  our  behalf  agree  to  the  same restrictions, conditions, and requirements that apply to us with respect to such information.

d. We will make available Your PHI in accordance with 164.524 of the Privacy Rule.

e. We will make available Your PHI for amendment and incorporate any amendments to Your PHI in accordance with 164.526 of the Privacy Rule.

f. We will make available the information required to provide an accounting of disclosures in accordance with 164.528 of the Privacy Rule.

g. We will make our internal practices, books, and records relating to the use and disclosure of Your PHI received from, or created or received by us on your behalf available to the Secretary of the United States Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule.

h. At termination of this Agreement we will provide you with a copy of Your PHI in an electronic form that is accessible through commercially available hardware and software. Upon termination we will, if feasible, return or destroy all Your PHI received from, or created or received by us on your behalf that we still maintain in any  form,  and  retain  no  copies  of  such  information;  or,  if  such  return  or destruction is not feasible, extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that it will likely be infeasible to segregate Your PHI for removal from the Platform.

3.2. Purpose of Platform. The purpose of the Platform is to store Your PHI and (i) to make it available to you and your Authorized Care Team; (ii) to facilitate the sharing of individuals' health information among health care providers, including Platform users who are not in your Authorized Care Team, but who do provide care to your patients. You authorize us, as your business associate, to use and disclose Your PHI as follows:. a.  We will permit unrestricted access to Your PHI to you and your Authorized Care

Team.

b. We will permit access to Your PHI by health care providers and their business associates  to  whom  you  have  consented  to  provide  access  for treatment  and payment. We will obtain your consent before we make Your PHI available to other providers. You acknowledge that once we have granted access rights to another provider, we have no control over the uses and disclosures that the provider makes of Your PHI.

c. We may disclose or permit access to Your PHI to health plans, health care clearinghouses, medical groups, independent practice associations and other parties responsible for payment and their business associates for the purpose of obtaining payment for services you provide, unless you advise us in writing that the patient has paid out of pocket in full for the service to which the Health Information relates, and has requested that it not be disclosed to his or her health plan.

d. We may De-Identify Your PHI and Your Personal Information, and use and disclose De-Identified Information as allowed by law.

e. We may create limited data sets from Your PHI, and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize us to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable law and regulation.

f. We may use Your PHI in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Platform makes available. Such reporting will be done in a manner that does not make any disclosure of Your PHI that you would not be permitted to make.

g. We may use Your PHI for the proper management and administration of the Platform and our business, and to carry out our legal responsibilities. We may also disclose Your PHI for such purposes if the disclosure is required by law, or we obtain reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and the recipient notifies us of any instances of which  it  is  aware  in  which  the  confidentiality  of  the  information  has  been breached. Without limiting the foregoing, we may permit access to the Platform by our contracted Platform developers under appropriate confidentiality agreements.

h. We may use Your PHI to contact your patients or other providers on your behalf for any purpose for which you would be permitted to contact them, including, without  limitation:  (i) for treatment, including sending appointment and other patient care reminders; (ii) for care coordination, or to recommend alternative care  options;  and  (iii)  provide  information  about  health-related  products  or services that you provide, or that we provide on your behalf as your business associate.

i. We  may  use  or  disclose  Your  PHI  for  other  purposes,  as  from  time  to  time described on the Platform; provided that we will not make or permit any such use or disclosure that would violate applicable law or regulation if made by you or your business associate.

3.3. Responsibility for Misuse by Other Users. You acknowledge that in granting access to the Platform, we rely on the representations of the recipients of the information. You agree that we will not be responsible for any unlawful access to or use of Your PHI by any Platform user resulting from the user's misrepresentation to us, or breach of the user agreement.

3.4. Specially Protected Information. We apply the standards of the Privacy Rule in permitting access to the Platform. There may be other federal or state rules that may apply to you. You are solely responsible for ensuring that Your PHI may properly be disclosed on the Platform. In particular, you will:

a.  Not make available through the Platform any information subject to any restriction on use or disclosure (whether arising from your agreement with the individual or under law), other than the general restrictions contained in the Privacy Rule;

b.  Obtain  any  necessary  consents,  authorizations  or  releases  from  individuals required for making their health information available through the Platform for the purpose set forth in section 4.1;

c.  Include such statements (if any) in your notice of privacy practices as may be required in connection with your use of the Platform;

d.  Not place in the Platform any information that the you know or have reason to believe is false or materially inaccurate.

3.5. HITECH Act. We will comply with the provisions of the HIPAA Security Rule that are applicable to business associates by section 13401(a) of the Technology for Economic and Clinical Health Act of 2009 (HITECH Act). We will report to you the discovery of any breach of unsecured Your PHI that we access, maintain, retain, modify, record, store destroy or otherwise hold, use or disclose on your behalf, in compliance with the   requirements of Section 13402 of the HITECH Act and the regulations promulgated  thereunder (45 CFR Parts 160 and 164, Subpart D),  and  we  will cooperate reasonably with you to investigate and mitigate any such breach, and to provide you with information you need to make any legally required notification to individuals

 

4.  Payers. You agree that we may provide De-Identified Information and other information (including  Your  Personal  Information  and  information  concerning  your  practice  to  any medical group, independent practice association of physicians, health plan or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may identify you, but will not identify any individual to whom you provide services. Such information may include (without limitation) aggregate data concerning your patients, diagnoses, procedures, orders and the like.

 

5.  Product and Service Notifications.

5.1. Advertisements. We may place advertisements of third party goods and services on the Platform. We may receive compensation for placing their advertisements. However, except as expressly permitted by this Agreement or by information posted on the Platform, unless we obtain your consent, we will not disclose to any third party any information that identifies you to enable the third party to market products or services to you directly.

5.2. Third-Party Sites. The Platform may contain hyperlinks to web sites operated by third parties. Such third parties may offer goods or services for sale to you. Such links do not constitute or imply our endorsement of such third parties, their products or their services. You access and use of third-party sites, goods and services at your own risk.

 

6.  Intellectual Property.

6.1. De-Identified Information.  In  consideration  of  our  provision  of  the  Services,  you hereby transfer and assign to us all right, title and interest in and to all De-Identified Information that we make from Your PHI or Your Personal Information without your consent and without compensating you. You acknowledge that the rights conferred by  this  section  are  the  principal  consideration  for  the  provision  of  the  Services, without which we would not enter into this Agreement.

6.2. Other Works and Information. You agree that any information, material or work product you provide to this site, other than Your PHI and Personal Information which has not been De-Identified, is our exclusive property. We may use, disclose, market, license and sell such information and works, including derivative products, without restriction. You warrant and agree that any material you provide will not infringe on the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.

6.3. Individual Rights. You are solely responsible for affording individuals their rights with respect to Your PHI, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Platform other than Your PHI.

 

7.  Fees and Charges.

7.1. Service Fees. The Platform used to transmit patient referrals. We may charge for certain Services offered on the Platform, including but not limited to integration with your EMR or EHR. The Service Fee and any Miscellaneous Charges shall be paid within twenty (20) days of date of invoice at the address set forth under our name below, or such other address as may be set provided to you through the Platform.

7.2. Late Charges. Fees not paid within ten (10) business days of the due date are subject to a late charge of five percent (5%) of the amount owing and interest thereafter at the rate of one percent (1%) per month on the outstanding balance, or the highest amount permitted by law, whichever is lower. Failure to pay fees within ten (10) days of the due date may result in termination of access to the Platform without notice. A reconnection fee may also be assessed.

7.3. Taxes. All charges and fees shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future, and you agree to pay any tax (excluding taxes on our net income) that we may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and services purchased under this Agreement.

 

8.  Limitation of Liability.

8.1. Carrier Lines. THE PLATFORM IS PROVIDED VIA THE INTERNET, MOST OF WHICH IS NOT UNDER OUR CONTROL. WE HAVE NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED THROUGH THE INTERNET OR ANY FACILITIES NOT CONTROLLED BY US. ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

8.2. No Warranties. ACCESS TO THE PLATFORM AND THE INFORMATION CONTAINED ON THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF  ANY  KIND,  EXPRESSED  OR  IMPLIED,  INCLUDING  BUT  NOT  LIMITED  TO,  THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE PLATFORM OR THE INFORMATION IN THE PLATFORM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT,   CONSEQUENTIAL,   OR   EXEMPLARY   DAMAGES,   INCLUDING   BUT   NOT LIMITED   TO,   LOSS   OF   PROFITS   OR   REVENUES,   LOSS   OF   USE,   OR   LOSS   OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE PLATFORM.

8.3. Conditions for Breach. We will not be deemed to be in violation of this Agreement unless you have first have given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

8.4. Other Users. THE ACTIONS OF OTHER USERS ON OUR PLATFORM ARE BEYOND OUR CONTROL. WE DO NOT ASSUME ANY LIABILITY RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, OR AVAILABILITY, OF ANY INFORMATION ON THE PLATFORM RESULTING FROM ANY USER'S ACTIONS OR OMISSIONS.

8.5. Unauthorized Access; Lost or Corrupt Data. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE PLATFORM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE PLATFORM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY   RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES.  YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.

8.6. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES YOU ACTUALLY PAID FOR THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

8.7. Insurance. You will obtain and maintain such policies of general liability, errors and omissions, and professional liability insurance with reputable insurance companies as is usually carried by persons engaged in your business.

 

9.  Term and Termination.

9.1. Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year, and thereafter until terminated as provided in this Section. Termination upon Notice. Either party may terminate this Agreement at any time without cause upon ten (10) days prior written notice to the other Party.

9.2. Modification.  We  may  change  the  Services  and/or  the  terms  set  forth  in  this Agreement from time to time without notice. You agree that your continued use of the Services after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement.

9.3. Government Regulation. Notwithstanding anything to the contrary in this Agreement, we have the right, on notice to you, immediately to terminate, suspend, or amend this Agreement, without liability to comply with the law or to avoid materially significant events resulting from a change in law, order or other government or judiciary action.

9.4. Suspension of Access.  We  may  suspend  access  to  the  Platform  if,  in  our  sole discretion you are in breach of this Agreement or we determine in our sole discretion that access to or use of the Platform by you or the member of your Workforce may jeopardize the Platform or the confidentiality, privacy, security, integrity or availability of information within the Platform. We may terminate the access of any member of your  Authorized  Care  Team  upon  termination  or  change  in  status  of  his  or employment with you. Our election to suspend the Services shall not waive or affect our rights to terminate this Agreement as permitted under this Agreement.

 

10.Miscellaneous.

10.1. Applicable Law.  The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the State of California. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the City and County of San Francisco, California.

10.2. ARBITRATION. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN HOUSTON, TEXAS, BEFORE A SINGLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.

10.3. Force Majeure. No Party to this Agreement is in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of: (a) severe weather; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) civil or military emergencies; (f) acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control.

10.4. Severability. Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.

10.5. Notices. Any and all notices required or permitted under this Agreement shall be sent by United States mail to the address provided below or to such other and different addresses as the parties may designate in writing. If you supply us with an electronic mail address, we may give notice by email message addressed to such address; provided that if we receive notice that the email message was not delivered, we will give the notice by United States mail or fax. Notices to us should be sent to Medifr, Inc.; c/o Legal Department; 1199 NASA Parkway, Suite M 77058.

10.6. Waiver. No term of this Agreement shall be deemed waived, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.

10.7. Entire Agreement. This Agreement contains the entire understanding of the Parties, and there  are  no  other written or oral understandings or promises between the Parties with respect to the subject matter of this Agreement other than those contained or referenced in this Agreement. Except as otherwise provided in this Agreement (including Section 16.3), all modifications or amendments to this Agreement shall be in writing and signed by all Parties.

10.8. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

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