VIPA HEALTH SOLUTIONS, LLC APPLICATION PROGRAM INTERFACE TERMS OF USE​

Terms of Use

The VIPA Health Solutions, LLC ("VIPA") public web site, including but not limited to www.vipahealth.com, www.smartemr.com (the "Public Site") and VIPA secure web sites, including but not limited to our Customer Secure Site (the "Secure Sites") (the Public Site and the Secure Sites collectively hereinafter referred to as the "Site") are owned and operated by VIPA.

These Terms of Use ("TOU") may be changed from time to time and without further notice. Your continued use of the Site after any such changes constitutes your acceptance of the new terms. If you do not agree to abide by these or any future terms, please do not use the Site or download materials from it.

VIPA may terminate, change, suspend, or discontinue any aspect of the Site, including the availability of any features, at any time. VIPA may remove, modify, or otherwise change any content, including that of third parties, on or from this Site. VIPA may impose limits on certain features and services or restrict your access to parts or the entire Site without notice or liability. VIPA may terminate your use of the Site at any time in its sole discretion.

These terms apply exclusively to your access to and use of the Site and do not alter the terms or conditions of any other agreement you may have with VIPA.

1. Proprietary Rights.

   Copyrights. All content on the Site, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are either Copyright by VIPA, or are the property of VIPA's affiliates or licensors. All rights reserved.

   Trademarks. All trademarks on the Site are either trademarks or registered trademarks of VIPA or its affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of VIPA. All page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of VIPA or its affiliates, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of VIPA. Other trademarks, registered trademarks, product names, and company names or logos displayed on the Site are the property of their respective owners.

    

   Patents. VIPA's products and processes maybe covered by one or more patents and are subject to other trade secret and proprietary rights. VIPA reserves all such rights. No transfer or grant of rights under any patents is made or is to be implied by any provision of these TOU. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of VIPA's products or processes.

   Software. Any software, including any files, images generated by the software, code, and data accompanying the software (collectively, the "Software"), used or accessible through this Site may be used by you solely for accessing and using this Site for purposes expressly stated on the Site, provided that such uses are not competitive with or derogatory to VIPA. VIPA retains full and complete title to and all intellectual property rights in the Software. You agree not to copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works from any Software.

2. User agrees:

   1. not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked Web sites;

   2. not to disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked Web sites;

   3. not to upload, post, or otherwise transmit through or on this Site any viruses or other harmful, disruptive or destructive files;

   4. not to use or attempt to use another's account, service or system without authorization from VIPA, or create or use a false identity on this Site;

   5. not to transmit through or on this Site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;

   6. not to divulge your username and password to others either on or off the Site;

   7. not to attempt to obtain unauthorized access to the Secure Sites; and

      In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national, and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site. This Site is controlled and operated in the United States. If you are in a jurisdiction that restricts you from accessing this Site, do not access or use this Site. VIPA makes no representation that the Site is appropriate or available for use outside the United States.

3. Privacy Policy. You acknowledge and agree that VIPA may use the data collected in the course of our relationship for the purposes identified in our Privacy Policy, which is incorporated by reference as if fully set forth in these TOU.

4. Customer Secure Site.

   Only VIPA Customers are allowed access to the VIPA Customer Secure Site. The terms of this Section 4 apply to Customers accessing the Customer Secure Site.

   Access to the Customer Secure Site is subject to these TOU and the terms of your software and/or services agreement (your "Agreement"). You agree that the Customer Secure Site contains Confidential Information as defined in your Agreement and that you will treat such Confidential Information in accordance with the terms of your Agreement. By posting messages or uploading files or templates through the Customer Secure Site, you are granting VIPA a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to:

   1. use, copy, sublicense, adapt, and transmit; and

   2. sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted. This includes the right to exploit any proprietary rights in such templates, files, or messages, including but not limited to rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction. Files or templates you download from the Customer Secure Site are not warranted by VIPA and are not guaranteed to be accurate or up-to-date.

5. Links and Third-Party Content. Links to Other Web Sites.

   This Site may from time to time contain links to other Web sites. These links are provided as a convenience and do not constitute an endorsement, sponsorship, or recommendation by VIPA of

   -- or responsibility for -- the linked Web sites or any content, services, or products available on or through such sites.

   Links from Other Web Sites. All links to this Site must be approved in writing by VIPA, except that VIPA consents to links in which:

   1. the link is a text-only link containing only the title of the home page of this Site;

   2. the link "points" only to the home page of the Site and not to deeper pages;

   3. the link, when activated by a user, displays the home page of the Site full-screen and not within a "frame" on the linked Web site, and

   4. the appearance, position, and other aspects of the link does not

      1. create the false appearance that an entity or its activities or products are associated with or sponsored by VIPA or its affiliates, or

      2. be such as to damage or dilute the goodwill associated with the name and trademarks of VIPA or its affiliates. VIPA reserves the right to revoke this consent to link at any time in its sole discretion.

         Third-Party Content. This Site may from time to time contain material, data, or information provided, posted, or offered by third parties, including but not limited to advertisements or postings in online community discussions. You agree that neither VIPA nor its affiliates shall have any liability whatsoever to you for any such third-party material, data, or information.

6. Disclaimers.

   This site and the content available through it are provided on an "as is" and "as available" basis. You expressly agree that use of this site and/or its content is at your sole risk.

   To the fullest extent permissible pursuant to applicable law, VIPA and its affiliates disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.

   You expressly agree that use of this site, including all content, data, or software distributed by, downloaded or accessed from or through the site, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, your computer system, or loss of data that results from the download of such content, data, and/or software. You acknowledge that VIPA does not control information, products, or services offered by third parties through the site. Except as otherwise agreed in writing, VIPA and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any advice, opinion, statement, or other content or of any products or services distributed or made available by third parties through the site.

   Vipa does not make any warranty that this site or its content will meet your requirements, or that this site or its content will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. Nor does VIPA make any warranty as to the results that may be obtained from use of this site or its content or as to the accuracy, completeness, or reliability of any information obtained through use of this site.

   Vipa assumes no responsibility for any damages suffered by a user, including, but not limited to, loss of data from delays, nondeliveries of content or email, errors, system down time, misdeliveries of content or email, network or system outages, file corruption, or service interruptions caused by the negligence of VIPA, its affiliates, its licensors, or a user's own errors and/or omissions. Except as specifically provided herein, VIPA disclaims any warranty or representation that confidentiality of information transmitted through the site will be maintained. No advice or information, whether oral or written, obtained by you from VIPA or through the site shall create any warranty not expressly stated in writing.

7. Limitation of liability.

   Under no circumstances, including, without limitation, negligence, shall VIPA or its parents, subsidiaries, affiliates, officers, directors, employees, agents, or suppliers be liable for any direct, indirect, incidental, special, or consequential damages arising from or in connection with the use

   of or the inability to use this site or any content contained on the site, or resulting from unauthorized access to or alteration of your transmissions or data, or other information that is sent or received or not sent or received, including but not limited to, damages for loss of profits, use, data or other intangibles, even if VIPA has been advised of the possibility of such damages. The parties acknowledge that this is a reasonable allocation of risk.

8. General.

   Applicable Law. These TOU shall be governed by and construed in accordance with the laws of the State of Florida, and the federal laws of the United States of America, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of Florida.

9. Other.

These TOU constitute the entire agreement between you and VIPA governing your use of the Site. Should any provision in these TOU be found invalid or unenforceable for any reason, then that provision shall be deemed severable from the terms and shall not affect the validity or enforceability of the remaining provisions. You agree that any claim arising out of or related to the terms or your use of the Site must be filed within one year after it arose or be permanently barred.