Fluent Medical’s services, software and data (collectively, “Offerings”) are provided by Fluent Medical (“Fluent Medical”) to you (“You” or “Your”) subject to the following terms and conditions. Your use of the Offerings constitutes your acceptance of this User Agreement (the “Agreement”) and is subject to it, except if You are an “Authorized User” of the Offerings as defined in a separate license agreement between Fluent Medical and a licensee of the Offerings, in which case Your use of the Offerings is entirely subject to that license agreement.
Fluent Medical grants You a limited, non-exclusive, non-sub licensable, non-assignable license to access or download and install the Offerings as applicable for your use and if additional licenses are purchased, for other physicians and such personnel as might need to use the Offerings for the purposes of your practice’s business. You may not publish, sublicense, retransmit, redistribute or otherwise reproduce the Offerings, including but not limited to the underlying data, in any form, to anyone, whether or not you accept compensation for doing so. You may save data and charts to your hard drive or other storage media, and you may print data and charts out onto paper, and manipulate them in any way you like, provided that you do so for your own use, and do not distribute the charts or data to others.
You may not copy or modify Fluent Medical’s Offerings, except as necessary for your use of the Offerings consistent with this agreement. You may not modify, reverse engineer, decompile, disassemble or otherwise attempt to access the source code of any software underlying or provided through any of the Offerings. This license is in force until it is terminated. If you do not comply with the terms and conditions herein, this license automatically terminates.
You may not use any “robot,” “spider,” “scraper,” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Offerings without the prior written permission of Fluent Medical.
Fluent Medical is a party to license agreements with vendors (“the Vendors”) pursuant to which it receives various types of information, including medical billing codes and other data (“Vendor Services”). Vendors receive such information from a variety of third-party vendors (“Third Party Source”). Fluent Medical and/or its affiliates have entered into agreements with a number of Vendors that authorize Fluent Medical to receive such Third Party Source information from the Vendors. Fluent Medical, the Vendors, their affiliates and/or Third Party Sources have exclusive proprietary rights in the information and any software you receive in connection with any Fluent Medical Offering.
Any and all intellectual property rights, including but not limited to, patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information, all other intellectual property rights and similar rights anywhere in the world which currently exist or are recognized in the future; and applications, extensions and renewals in relation to any such rights, in the Offerings (“IP Rights”) are and shall remain the exclusive property of Fluent Medical and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights expressly granted to You in this Agreement.
You acknowledge that Fluent Medical’s access to the Vendor Services is subject to termination in the event that any agreement between Fluent Medical and a Vendor is terminated. The Vendors and/or Third Party Sources may have the right to terminate provision of the Vendor Services to You with or without notice. None of such Third Party Sources, nor the Vendors or Fluent Medical shall have any liability in connection with such termination.
Neither Fluent Medical, the Vendors, nor their respective affiliates, nor any Third Party Source shall have any liability for the accuracy or completeness of the information or any software furnished through or comprising any Fluent Medical Offering, or for inconvenience, delays, interruptions, omissions or loss of the use of any Fluent Medical Offering.
Fluent Medical makes reasonable efforts to ensure that the information made available through the Offerings are accurate and up-to-date. However, THE FLUENT MEDICAL OFFERINGS ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER; FLUENT MEDICAL DOES NOT MAKE ANY EXPRESSED OR IMPLIED WARRANTIES WITH RESPECT TO THE FLUENT MEDICAL OFFERINGS, THE INFORMATION AND DATA OBTAINED THROUGH THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. FLUENT MEDICAL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE FLUENT MEDICAL OFFERINGS AND INFORMATION OBTAINED THROUGH THE OFFERINGS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, COMPLETE OR ERROR-FREE, NOR DOES FLUENT MEDICAL WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Although the information and data is obtained from sources believed to be reliable, such information is not guaranteed. FLUENT MEDICAL IS NOT RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF INFORMATION PROVIDED THROUGH THE OFFERINGS. THIS DISCLAIMER APPLIES TO AND IS FOR THE BENEFIT OF FLUENT MEDICAL, ITS AFFILIATES, AND THEIR RESPECTIVE AGENTS, VENDORS, THIRD PARTIES, AND LICENSORS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL FLUENT MEDICAL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES THAT RESULT IN ANY WAY FROM ANY USE OF OR INABILITY TO USE THE OFFERINGS.
IN NO EVENT SHALL FLUENT MEDICAL BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITITVE DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE OFFERINGS, EVEN IF FLUENT MEDICAL SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD FLUENT MEDICAL AND ITS AFFILIATES AND THEIR RESPECTIVE VENDORS AND LICENSORS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE OFFERINGS.
You agree and understand that in addition to the terms of this Agreement You further agree to abide by HIPAA and/or other laws or regulations governing the use of private patient data. You agree to hold Fluent Medical, the Vendors, Third Party Sources and their respective subsidiaries, affiliates, vendors and licensors harmless from your acts or omissions with respect to any and all such laws and regulations governing your use of private patient data.
This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Fluent Medical or You as set out below. The Effective Date means the date on which this Agreement is entered into by using, clicking on the ["Accept"] button or upon installation of the Offerings by You, whichever occurs earlier. This Agreement will remain effective until terminated by either Fluent Medical or You as set out below.
You may terminate this Agreement at any time. Without limiting other remedies, Fluent Medical may limit, suspend, or terminate this license and Your use of Fluent Medical Offerings and delete Your account, effective immediately, without prior notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, Your breach of this Agreement, or circumstances where Fluent Medical has reason to believe You are creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
Upon termination of this Agreement: (a) all licenses and rights to use the Fluent Medical Offerings shall immediately terminate; (b) You will immediately cease any and all use of the Fluent Medical Offerings; and (c) In the event that you download a version of the Fluent Medical software for a mobile application (i.e. iPhone or iPod Touch) You will immediately remove the Fluent Medical software from all such devices.
Fluent Medical reserves the right to change the terms, conditions, and notices under which the Offerings are made available from time to time, without notice. Please review this Agreement from time to time so that you will be apprised of any changes.
If any provision of this Agreement is invalid, illegal or unenforceable under applicable law, such invalid, unenforceable or illegal provision shall be stricken and the remaining provisions will remain in full force and effect. This Agreement will be governed and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions, and by using Fluent Medical’s Offerings, you agree that any litigation or other dispute arising out of or relating to this Agreement or Fluent Medical’s Offerings shall be brought exclusively in the courts located in New York County, New York, and that you consent to the personal jurisdiction of, and venue in, such courts. In the event of any dispute arising out of the subject matter of, or to enforce, this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable expenses, including attorneys’ fees and costs, incurred in resolving such dispute.
The terms and conditions of this Agreement constitute the entire agreement between You and Fluent Medical with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter hereof. The sole exception to the last sentence is if You are an “Authorized User” of the Offerings as defined in a separate license agreement between Fluent Medical and a licensee of the Offerings, in which case Your use of the Offerings is entirely subject to that license agreement.
The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If Fluent Medical waives a breach of any provision of this Agreement this shall not operate as a waiver of any subsequent breach of that provision, or as a waiver of a breach of any other provision.
You are not allowed to assign this Agreement or any rights hereunder. Fluent Medical is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.
The provisions on limitation of liability, indemnity, disclaimer of warranties, governing law, venue and jurisdiction and any other provision which by its nature is intended to survive termination, shall survive termination of this Agreement for whatever reason.
Fluent Medical does not grant to the user any right, express or implied, under any patents, copyrights, trademarks, or trade secrets.
From time to time Fluent Medical may offer trials. Those terms can be found here.