MedStack Service Terms

Last updated: August 6, 2019

1. Terms Applicable to All Services

a. You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.

b. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us and updated by us from time to time on the MedStack Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us and updated by us from time to time on the MedStack Site.

c. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

d. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, the HIPAA Business Associate Agreement, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the accounts of repeat infringers in appropriate circumstances.

e. You will ensure that all information you provide to us via the MedStack Site (for instance, information provided in connection with your registration for the Services, etc..) is accurate, complete and not misleading.

f. From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

g. If your Agreement does not include a provision on MedStack Confidential Information, and you and MedStack do not have an effective non-disclosure agreement in place, then you agree that you will not disclose MedStack Confidential Information (as defined in the MedStack Customer Agreement), except as required by law.

h. Service Availability. You should not pay charges for Services while they are unavailable (as defined in the applicable Service Level Agreement for each Service). To the extent you have been charged for a Service for a period when that Service was unavailable, you may request a Service Credit equal to any such amounts.

2. Preview Service Participation

a. This Section describes the additional terms and conditions under which you may access and use certain features, technologies and services made available to you by MedStack that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Preview Service”).

b. During the term of the applicable Preview Service (as specified by us), you may: (a) access and use the Preview Service solely for internal evaluation purposes; and (b) install, copy, and use any related MedStack Content that may be provided to you by us in connection with the Preview Service (“Preview Materials”) solely as necessary to access and use the Preview Service in the manner permitted by this Section.

c. You agree not to allow access to or use of any Preview Service or Preview Materials by any third party other than your employees and contractors who (i) have a need to use or access the Preview Service or Beta Materials in connection with your internal evaluation activities, and (ii) have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Preview Service and Preview Materials.

d. You must comply with all policies and guidelines related to any Preview Service as posted on the MedStack Site or otherwise made available to you, including the Privacy Policy, Acceptable Use Policy, the HIPAA Business Associate Agreement, the Service Terms, and any additional terms and conditions for a specific Preview Service. We may add or modify restrictions, including lowering or raising any usage limits, related to access to or use of any Preview Service or Preview Materials at any time. If requested by MedStack, you will promptly increase or decrease your usage of the applicable Preview Service or Preview Materials to the levels that we may specify. Service Level Agreements do not apply to Preview Services.

e. We may suspend or terminate your access to or use of any Preview Service at any time and for any reason. We may at any time cease providing any or all of any Preview Service in our sole discretion and without notice. Preview Services also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. We will use reasonable efforts to notify you in advance of scheduled maintenance, but we are unable to provide advance notice of unscheduled or emergency maintenance.

f. In consideration of being allowed to access and use a Preview Service, you agree to provide MedStack with information relating to your access, use, testing, or evaluation of the Preview Service or any related Preview Materials, including observations or information regarding the performance, features and functionality of the Preview Service or any related Preview Materials as applicable, when and in the form reasonably requested by us (“Test Observations”). We will own and may use and evaluate all Test Observations for our own purposes. You will not use any Test Observations except for your internal evaluation purposes of the Preview Service.

g. Each individual Preview Service will automatically terminate upon the release of a generally available version of the applicable Preview Service upon notice of termination by us. Notwithstanding anything to the contrary in the Agreement or these Services Terms, either you or us may terminate your participation in a Preview Service at any time for any reason upon notice to the other party. Notwithstanding anything to the contrary in the Agreement, after the conclusion of your participation in a Preview Service for any reason, (a) you will not have any further right to access or use the applicable Preview Service and Preview Materials; (b) your Content used in the applicable Preview Service may be deleted or inaccessible; and (c) you will immediately return or, if instructed by us, destroy all Preview Materials or any other MedStack Confidential Information related to the applicable Preview Service or Beta Materials. If we release a generally available version of a Preview Service, your access to and use of the generally available version will be subject to the Agreement and any separate Section of these Service Terms as may be specified for that generally available Service Offering. We do not guarantee that any Preview Service will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by us during the term of the Preview Service.

h. Preview Materials, Test Observations, Suggestions concerning a Preview Service, or any other information about or involving (including the existence of) any Preview Service are considered MedStack Confidential Information. You will not disclose (including, but not limited to, in a press release or public statement) any Preview Materials, Test Observations, Suggestions concerning a Preview Service, or any other information about or involving (including the existence of) any Preview Service, except as agreed by us in writing.

i. ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, THE PREVIEW SERVICES AND PREVIEW MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, MEDSTACK IS PROVIDING THE PREVIEW SERVICES AND PREVIEW MATERIALS TO YOU “AS IS.” MEDSTACK AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PREVIEW SERVICES AND PREVIEW MATERIALS, INCLUDING ANY WARRANTY THAT THE PREVIEW SERVICES AND PREVIEW MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW. MEDSTACK AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. MEDSTACK AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY PREVIEW SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE PREVIEW SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

j. Because the Preview Services and Materials involve features, technologies and services that are not yet generally available, you acknowledge that any violation of this Section 2 could cause irreparable harm to MedStack for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that we will have the right, in addition to our other rights and remedies, to seek injunctive relief for any violation of this Section 2.

3. MedStack Support

a. We will provide “Support” in accordance with the terms of MedStack Support Guidelines page available at https://medstack.com/legal/support (the “Guidelines”). MedStack Support is available only as described in the Guidelines. If you are experiencing problems with one or more Services in connection with your use of any Content that was provided to you by a third party (someone other than you or us) then MedStack Support is not available.

b. In providing MedStack Support, we will use commercially reasonable efforts to (a) respond within the “Response Times” set forth in the Guidelines for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All Response Times are measured from the point when a case has been properly submitted by an authorized individual to us. Cases may be submitted as specified in the Guidelines. We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem, or (iv) any support or advice will result in any performance efficiency or improvement. You are solely responsible for the implementation and results of any suggestions or advice received.