Ownership and Purpose of Site:
The P2POpen website portal (the "Site") is owned and operated by eClinicalWorks, LLC ("ECW"). The Site's purpose is to provide a secure network that will assist physicians and other organizations in providing improved quality, safety, and efficiency of care.
Terms and Conditions:
Content and Intellectual Property Information:
eClinicalWorks®, eClinicalWorks P2P®, eClinicalWeb®, eClinicalMessenger®, eClinicalMobile®, eBO®, Electronic Health eXchange®, eEHX® and Improving Healthcare Together® are federally-registered service marks of ECW. ECW also owns the common law rights in these marks and in the marks Join The NetworkTM, HealowTM, P2POpenTM, eClinicalWorks ScribeTM, eClinicalCareTM, eClinicalTouchTM, eClinicalWorks Care Coordination PortalTM, eClinicalWorks Care Coordination Medical RecordTM, eClinicalWorks Community AnalyticsTM, iClinicalPadTM, 100 Million PatientsTM, and the stylized eClinicalWorksTM hexagon mark. These marks may not be used without permission. Any third party trademark(s) that may appear on our Site are the property of their respective owner(s).
The Site's proprietary contents include, without limitation, the animations, applets, audio, data, design, graphics, illustrations, images, information, marks, music, photographs, text, video, and any other files displayed, used and/or available on the Site (the "Content"), as well as the arrangement, coordination, design, expression, look and feel, selection, and structure of such Content. The Site's Content is owned, controlled or licensed by or to ECW, and is protected by copyright, trade dress, trademark and other intellectual property rights and unfair competition laws. ECW reserves all rights, title, and interests in the Content and this Site.
Digital Millennium Copyright Notice and Other Reports of Infringement:
Pursuant to 17 U.S.C. § 512(c)(2) ("Digital Millennium Copyright Act of 1998"), You may contact ECW to report the infringement of any intellectual property right through ECW's designated agent:
Damon J. Whitaker, Esq.
Bryan Cave LLP
1201 West Peachtree St., NW
Atlanta, Georgia 30309
Access and Use of Website:
The Site is intended to be used only by licensed physicians and other organizations. In order to join and participate in the Site, You will be asked to provide information about Yourself (or the organization on whose behalf you are joining the Site). In order to join the Site, You must be a resident of the 50 states of the United States of America, exclusive of its commonwealths, territories and possessions. When you join the Site, You will provide ECW with information relating to Your identity (or other information related to the organization that You represent) and, if You are a currently licensed physician, Your license to practice medicine. By submitting such information to ECW, You hereby certify that any and all information provided to ECW by You is true and correct and you authorize ECW to use any method it chooses to verify the truth and accuracy of the information that You provide, including but not limited to Your identity and licensing information. Failure to provide truthful and accurate information to ECW may result in termination of Your access to the Site.
The Site requires a valid, working e-mail address and password to access and use the Content and functionality on the Site. You are solely responsible for maintaining the strict confidentiality of the e-mail address and password You create in order to access the Site. This responsibility includes not allowing another person to use Your credentials to access the Site. You will be solely responsible for any damages or losses that may be incurred or suffered as a result of Your failure to maintain the strict confidentiality of Your email address and password. You should immediately inform ECW in writing of any need to deactivate your account due to potential or actual security concerns. ECW will not be liable for any harm related to the misappropriation of your email address and password, Your willing disclosure of such items to another person, or Your authorization to allow another person or entity to access and use the Site under your log-in credentials.
ECW uses the means it believes are reasonable to provide access to this website 24 hours a day, 7 days a week, except in the case of natural disasters or events beyond ECW's control and subject to any breakdowns or maintenance operations required to ensure the smooth operation of the Site. ECW shall not be liable for any failure or deficiency in the performance of the Site by reason of maintenance, breakdown or any event beyond ECW's reasonable control, including without limitation, fire, Internet outage, interruption of service, labor disturbance, natural disaster, technological disaster, terrorism, or war.
You acknowledge that data conversion and transmission is subject to the likelihood of human and machine errors, omissions, delays and losses, including inadvertent loss of data or damage to media, that may give rise to loss or damage. ECW shall not be liable for any such errors, omissions, delays, or losses. You understand and agree that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to computer systems, networks, and any and all information stored therein. All information transmitted and received through the Internet is subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. ECW shall not be responsible for any adverse consequences whatsoever of Your connection to or use of the Internet, and shall not be responsible for any use by You of an Internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.
Any Content available on the Site is for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through the Site is intended to be substituted for medical diagnosis or treatment. ECW does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the Site. Your reliance upon any information obtained or used by You is solely at Your own risk. ECW is not responsible for the accuracy of any information or content provided or sent by You or other users of the Site. You are responsible for verifying the accuracy of any information You send or receive through the Site, including any patient health information, data, or records.
Compliance with Laws; Transmission of Data:
With respect to its operation of the Site, and to the extent required by (i) the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the regulations promulgated thereunder, and (ii) the HITECH Act and any regulations promulgated thereunder, (collectively, the "Privacy Laws"), ECW will fully comply with the Privacy Laws and maintain the confidentiality of any Protected Health Information (as defined by the Privacy Laws) ("PHI") transmitted or made available through the functionality of the Site, and in accordance with such compliance, ECW will, among other things:
a. Not use or further disclose PHI other than as permitted or required by the Privacy Laws;
b. Use appropriate safeguards to prevent the unauthorized use or disclosure of PHI;
c. Report to You any unauthorized use or disclosure of PHI of which ECW becomes aware;
d. Ensure that any agent, including a subcontractor to whom ECW provides PHI in any format received from, or created or received within the Site, agrees in writing to comply with the Privacy Laws;
e. Mitigate, to the extent practicable, the harmful effect of any unauthorized use or disclosure of PHI;
f. Upon expiration or termination of Your use of the Site, return to You or destroy all PHI, if any, received from or transmitted by You in connection with Your use of the Site that is still in ECW's possession or under its control; or if, return or destruction is not feasible, provide You with written notice in which ECW describes why return or destruction is not feasible and agree in writing to extend the protections of this Section to the PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible.
When You use the Site to upload and transmit PHI, You agree that you shall comply with all State and Federal laws, including but not limited to the Privacy Laws, as well as ethical and licensure requirements of the medical profession that may limit Your ability to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of PHI, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during Your use of the Site, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view any PHI that You choose to transmit, store, or receive in connection with the Site. You agree that ECW, and all other persons or entities involved in the operation of the Site, have the right to monitor, retrieve, store, review and use PHI, if applicable, in connection with the transmission of any PHI.
ECW acknowledges and agrees that the data and information that is compiled or passes through the Site that specifically relates to patients, patient care or physician procedures or diagnosis (collectively, the "Client Data"), and all right, title and interest therein, is and shall remain the exclusive property of such patients. Notwithstanding the foregoing, to the extent permissible under the Privacy Laws and any other applicable laws and regulations, You hereby grant to ECW a perpetual, unlimited license to use the Client Data, in a de-identified format stripped of identifiers only, for data benchmarking, sharing, warehousing, resource utilization and similar data analysis services; provided, however, that ECW shall comply with the Privacy Laws in connection with any such actions and shall protect and maintain the confidentiality of all Client Data used in such manner.
Communication of Other Information To and On the Site:
The Site may contain features that allow You to submit content or messages in the form of text, pictures, drawings, designs, graphics, audio clips, video clips, documents, or other files that are then displayed on the website and accessed by other Site users (a "Posting"). You are prohibited from submitting any Posting that: (i) restricts or inhibits any other user from using and enjoying the Site, in whole or in part; (ii) is abusive, defamatory, inaccurate, indecent, false, libelous, misleading, obscene, offensive, pornographic, profane, threatening, sexually explicit, vulgar, or unlawful in any manner; (iii) constitutes or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; or (viii) constitutes or contains false or misleading statements of fact.
Ads; Communications with Users; Links To Third Parties:
The Site may include sponsored advertising and You hereby agree and understand that by using the Site, you consent to the presence of sponsored ads and services on the Site, which advertising will be placed at ECW's sole discretion. The total area of the sponsored ads will not exceed more than 25% of any displayed page of the Site and such ads may be placed vertically on the left or right side, or horizontally on the bottom, of any displayed page on the Site. Sponsored ads shall at all times be clearly delineated from other content on the Site through the use of boxes surrounding the advertisement, a different colored background or other similar means and shall contain a header with the words similar to "Advertisement or Sponsorship".
In addition to the foregoing advertising, ECW, through the Site or the contact information You have provided, may contact You regarding certain offers or products of ECW or other of its partners that ECW believes may be beneficial to You. You understand and agree that ECW may contact You in this manner.
The Site may also contain links to the websites of ECW partners, advertisers or unrelated third party companies ("Linked Sites").
ECW does not own and has no control over the Linked Sites and therefore assumes no responsibility and makes no warranties or representations with respect to the availability of these websites, their content, advertising material, and the products or services available at or through the Linked Sites. ECW does not endorse any Linked Site, is not bound by the terms and conditions, if any, of such Linked Sites, and the existence of a Linked Site does not mean that ECW has any affiliation, connections, endorsement, or sponsorship of such websites or their owners or operators. ECW accepts no liability for any direct or indirect damage that may result from a user's visit to a Linked Site, or from a user's use of the contents, products or services of these websites or their owners or operators.
Your Representations, Warranties, and Indemnification of ECW:
Disclaimers, Exclusions and Limitations:
As used below in this section, "ECW" refers to its owners, its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers and suppliers.
DISCLAIMER OF WARRANTIES:
THE SITE, ITS CONTENT AND ANY INFORMATION INCLUDED ON OR PROVIDED THROUGH THE SITE IS PRESENTED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ECW DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND LACK OF NEGLIGENCE OR WORKMANLIKE EFFORT.
WITHOUT LIMITING THE FOREGOING PROVISIONS:
(1) YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SITE AND/OR ITS CONTENT TO ACHIEVE YOUR INTENDED RESULTS AND SOLE RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM THE SITE AND/OR ITS CONTENT;
(2) ECW MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE AND/OR ITS CONTENT OR ITS USE WILL BE ERROR-FREE, SECURE, VIRUS FREE, OR FREE FROM INTERRUPTIONS, DEFECTS OR OTHER FAILURES OR HARMFUL COMPONENTS OR THAT THE SITE AND/OR ITS CONTENT WILL SATISFY YOUR SPECIFIC REQUIREMENTS OR BE COMPATIBLE WITH YOUR EQUIPMENT OR OTHER HARDWARE, SOFTWARE OR BROWSER CONFIGURATION OR THAT INACCURACIES OR ERRORS WILL BE CORRECTED;
(3) ECW MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION OBTAINED FROM THIRD PARTY SOURCES (INCLUDING BUT NOT LIMITED TO ANY USERS OF THE SITE) USED ON OR WITH THE SITE OR RECEIVED IN CONNECTION WITH CONVERTING OR TRANSMITTING ANY DATA RECEIVED IN DIFFERENT FORMATS IS ACCURATE, TIMELY, OR ERROR FREE, AND ECW IS NOT RESPONSIBLE IN ANY WAY FOR THE INFORMATION OBTAINED FROM SUCH SOURCES;
(4) ECW MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED BY USERS TO GAIN ACCESS AND PERMISSION TO USE THE SITE OR OTHER INFORMATION POSTED BY USERS IS ACCURATE OR ERROR FREE; AND
(5) ECW MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SUITABILITY OF ANY PERSONS PARTICIPATING IN THE SITE OR REGARDING THE CHARACTER OR INTEGRITY OF SUCH PERSONS.
SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY AND Exclusion Of Damages:
ECW may disclose any information it has about You, including Your identity, if it determines that such disclosure is necessary as part of any investigation or complaint regarding Your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with ECW's rights or property, or a Site visitor's rights or property. ECW reserves the right to disclose any information ECW deems necessary to comply with any applicable law, regulation, or governmental rule, and also when it determines that applicable law permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
Void Where Prohibited:
ECW reserves the right to limit, in its sole discretion, the provision and quantity of any Content, feature, product or service to any person or geographic area, whether by reason of the local laws applicable in such geographic area or otherwise. Any offer for any feature, product or service made on the Site is void where prohibited.
Modification or Termination of the Site:
ECW may, in its sole discretion and without any liability, change, discontinue, make improvements to, modify, or suspend, any aspect or all of the Site, temporarily or permanently, at any time without prior notice.
Jurisdiction and Applicable Law:
ECW may assign its rights, in whole or in part, in the Site in accordance with its sole discretion.
Updated by ECW on September 17, 2012.