Terms of Use for the ACE Portal™

Thank you for participating in the Texas Association of Community Health Centers (“TACHC”) HCCN. Please review these Terms of Use ("Agreement") carefully. This Agreement is a legal agreement between you and QVH Systems, LLC (“QVH Systems”). QVH Systems hosts the ACE Portal™ (ACE™), a suite of web-based software services designed to assist organizations, including the TACHC HCCN and its participants, optimize the care they provide their patients. By accessing or using ACE™, you agree to these terms. If you do not agree to this Agreement, then you may not use ACE™.

GENERAL TERMS

This Agreement describes the terms governing your use of ACE™ online services provided to you on this website, including content, updates and new releases (collectively, the “Services").
1. TACHC-OWNED MODULE. To the extent a TACHC-owned module is hosted on ACE™ , all the terms of this agreement extend to TACHC as well as QVH Systems.
2. LICENSE GRANT AND RESTRICTIONS
  1. You may use the Services for treatment, payment or operations associated with your patients, or the TACHC HCCN. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content
  2. You hereby represent and warrant that you are a licensed physician, clinician or other health care provider who is duly licensed with or otherwise authorized to provide health care services by the jurisdiction(s) in which you provide these services, or that you are authorized to use ACE™ on behalf of one or more such clinicians or other health care providers. You further represent and warrant that you will only be using the Services in this capacity and within the scope of your license, certification or authorization. You will not allow the general public access to the Services or authorize the use of the Services by any third party
  3. Some of the Services may include certain third-party software and services, which may require that you enter into separate subscription or licensing agreements with third-party vendors. QVH Systems may also make available optional services provided by third parties, all of which are included in the term “Services” as defined and used herein. You agree to comply with and, upon request, enter into such further agreements as may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in our Services or made accessible to you through our Services. Your use of such third-party services or products from within the Services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use.
  4. Your use of the Services is also governed by the terms of the Business Associate Agreement (BAA) between you and QVH Systems. The BAA is as defined under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and its privacy and security regulations (“HIPAA”), and under the privacy and security provisions of the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), and is incorporated in the QVH Systems’ Privacy Policy.
  5. The Services are protected by copyright, trade secret, and other intellectual property laws. QVH Systems grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services, including but not limited to ACE™ software as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services in the manner permitted by these Terms of Use. You may not copy, modify, distribute, sell or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or you have our written permission.
  6. You are only granted the right to use the Services and only for the purposes described above. QVH Systems reserves all other rights in the Services.
  7. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law or regulation, including but not limited to an applicable export and re-export control laws and regulations, or this Agreement.
  8. You shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; or (v) use the Services for spamming and other illegal purposes.
  9. We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that QVH Systems will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
3. DATA OWNERSHIP, INTELLECTUAL PROPERTY AND LICENSE
  1. We respect your right to ownership of content created or stored by you. You own the content created or stored by you. When you submit content to QVH Systems, you grant QVH Systems a worldwide, royalty-free right to access, use, copy, store, transmit, host, reproduce, display, perform, adapt, modify, reformat, publish or distribute the content created by you or stored in your user account for the purpose of providing the Services hereunder.
  2. For purposes of these Terms of Use, "Intellectual Property Rights" shall mean any and all proprietary rights of any kind, tangible or intangible, now known or hereafter existing, including without limitation copyrights, neighboring rights and moral rights; trade secrets; trademarks; patents; other industrial property rights; other legally protectable elements and contributions; collective and derivative works; and all registrations, and applications thereof now or hereafter in force in any jurisdiction throughout the world.
  3. Except for the content you submit as described above, as between you and us, QVH Systems owns all right, title and interest in and to our Services, including all Intellectual Property Rights. QVH Systems grants you a limited, nonexclusive, nonsublicensable, nontransferable and revocable license to access and make use of QVH Systems’ Services as reasonably necessary under these Terms of Use. You do not acquire any rights, express or implied, in the Services other than the license expressly granted under these Terms of Use.
4. TRADEMARK. ACE™, the ACE™ logo and the names of individual Services and their logos are trademarks of QVH Systems. You agree not to display or use, in any manner, QVH Systems’ trademarks without QVH Systems’ prior permission.
5. USER SIGN UP OBLIGATIONS. Upon acceptance of these Terms of Use, you will need a user account prior to your access to or use the Services. All other users of your organization will also user accounts and provide all required information prior to accessing or using the Services. You agree to: a) provide true, accurate, current and complete information about yourself as prompted during the sign-up process; and b) maintain and promptly update that information so that it is at all times true, accurate, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if QVH Systems has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, QVH Systems may terminate your user account and refuse current or future use of any or all of the Services.
6. CONTENT
  1. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. You grant QVH Systems a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. QVH Systems is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
  2. QVH Systems reserves the right to terminate your service without notice if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
  3. You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose other than treatment, payment or operations as authorized by the BAA, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that QVH Systems will have the right to block access to or remove such content made available by you, if QVH Systems receives complaints concerning any illegality or infringement of third-party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by QVH Systems for this purpose.
7. HELP AND SUPPORT
  1. QVH Systems may use a variety of methods (e.g., in-product roll-overs and FAQs, Internet, e-mail, chat, and video) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by QVH Systems from time to time.
  2. QVH Systems does not give professional advice. Unless specifically purchased separately, QVH Systems is not in the business of providing legal, financial, accounting, tax, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
  3. QVH Systems is not acting as your agent or fiduciary in connection with your use of the Services
8. GUARANTEES. QVH Systems works diligently to ensure the accuracy of the information in ACE™. Because the entire payment system is evolving, it will likely be sometime before there is certainty as to all payment and other requirements associated with the Services. In addition, QVH Systems relies on the accuracy of the claims and other information it receives from others, including but not limited to the information it receives from CMS and other payers, as well as from ACE™ Users. QVH Systems guarantees that it will monitor CMS publications concerning the MSSP program and related rules and will make commercially reasonable efforts to notify its registered users and update ACE™ in a timely fashion as necessary and appropriate to reflect any changes required by these CMS publications. In addition, You are responsible for keeping QVH Systems apprised promptly of any change in your email address so that you can be notified of such updates or corrections. A "registered user" is a user from whom QVH Systems has received the information necessary to permit such person to use the Services and who complies with the terms and conditions of this Agreement.
9. NOT AVAILABLE ON A MOBILE DEVICE. The Services are not accessible from a mobile device.
10. SAFEGUARDS
  1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information. Such safeguards shall comply with federal, state, and local requirements, including the HIPAA Privacy and Security Rules, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your staff to transmit, store and process electronic health information through the use of the Services.
  2. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer or tax files.
  3. You are the only person authorized to use your user ID and password and for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password. You are responsible for the use of the Services under your user ID. You must create a user ID and password for you to access the Services. If an unauthorized login is detected from your account, QVH Systems may disconnect or terminate your service without your knowledge.
  4. You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact QVH Systems if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
  5. You may provide us with your telephone number as part of your registration or via other method. You understand and agree that QVH Systems may require multiple sources of information about you to confirm your identity and help ensure the security of your personal use of the Services. Part of our identity authentication and verification process may involve QVH Systems sending text message(s) containing security code(s) to your telephone number. You agree to receive these text message(s) from QVH Systems containing security code(s) as part of the verification process. In addition, you agree that QVH Systems may send automated text messages and pre-recorded voice messages to the telephone number you provide for certain limited purposes, including: verifying your identity, providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
  6. You must be at least 18 years of age to enter into this binding agreement. If you are not at least 18 years old or you do not agree to each of these Terms of Use, you are prohibited from and must not access or use any of our Services.
  7. Under no circumstances may our Services be used by a child under 13 years of age.
  8. You shall not use any means, program, or device, or permit any other person to use any means, program, or device, including, but not limited to, advertising, instant messaging, and pop-up ads, to influence or attempt to influence, through economic incentives or otherwise, the decision of a physician or other health care professional at the point of care.
11. PERSONAL INFORMATION AND PRIVACY
  1. QVH Systems places the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your personal and practice information to us. You agree to the applicable QVH Systems’ Privacy Policy, and any changes published by QVH Systems. To contact us with a question, visit our website.
  2. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@QVHSystems.com or by calling us on any of the numbers listed on our website. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
  3. You shall not modify, change, reconfigure or otherwise alter the Services in any manner. Changes may be made to the Services as required by QVH Systems and/or applicable law.
  4. You agree that QVH Systems may use and maintain your data according to the QVH Systems’ Privacy Policy, as part of the Services. You give QVH Systems permission to combine identifiable and non-identifiable information you enter or upload for the Services with that of other users of the Services and/or other QVH Systems services. For example, this means that QVH Systems may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. QVH Systems may utilize, transfer, or disclose aggregated information, including summary statistics, that has been de-identified in accordance with HIPAA at 45 CFR §164.514 such that it does not identify an individual and cannot be used to identify an individual for any purpose. Notwithstanding the foregoing, QVH Systems’ use of de-identified data shall be in accordance with its Notice of Privacy Policy and BAA at www.qvhsystems.com, and its agreement with TACHC.
  5. QVH Systems will only access or store personal information in the United States.
12. COMPLIANCE WITH APPLICABLE LAW
  1. You will use the Services in a manner that complies with all applicable law. You hereby certify that you have obtained or will obtain any and all necessary patient consents and authorizations required by applicable law, including all federal, state, local, common law, rules, regulations, directives, and guidelines prior to using the Services.
  2. Without limiting the foregoing, you agree to comply with any privacy and patient consent policies of QVH Systems related to the delivery of “Private Information” as may be available through the Services by from time to time. “Private Information” means: (i) Protected Health Information (“PHI”), as defined under HIPAA and related regulations, created or received on behalf of, or received from QVH Systems; (ii) Nonpublic Personal Financial Information and, as applicable, Nonpublic Personal Health Information, as defined by the Gramm-Leach-Bliley Act; or (iii) any data or information that: (1) relates to an individual, and (2) identifies or can reasonably be believed to form the basis for identifying an individual (such as, but not limited to, an individual’s name, postal address, e-mail address, telephone number, date of birth, Social Security number, driver’s license number, financial account number, or any other unique identifier).
  3. You hereby represent and warrant that all messages transmitted via the Services will originate from the United States. You hereby agree and acknowledge that QVH Systems reserves the right to terminate your use of the Services at any time, for any or no reason, with or without notice.
  4. You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such action to mitigate the breach or suspected breach as QVH Systems may direct, and will cooperate with us in investigating and mitigating the breach.
13. DISCLAIMER OF WARRANTIES
  1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE SOFTWARE AND CONTENT, IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS", “AS AVAILABLE” AND WITHOUT WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QVH SYSTEMS, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. QVH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, CELL PHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM QVH SYSTEMS OR ITS AGENTS SHALL CREATE ANY WARRANTY. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
  2. QVH SYSTEMS, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
  3. QVH SYSTEMS MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY THROUGH ACE™ OF ANY PARTICULAR DATA SOURCE. AT ANY TIME, DATA SOURCES MAY BE ADDED OR DELETED WITHOUT PRIOR NOTICE. QVH SYSTEMS USES AVAILABLE TECHNOLOGY TO MATCH PATIENT IDENTITIES IN ORDER TO PROVIDE ACE™ SERVICES. BECAUSE PATIENT INFORMATION IS MAINTAINED IN MULTIPLE PLACES, NOT ALL OF WHICH ARE ACCESSIBLE TO QVH SYSTEMS, AND BECAUSE NOT ALL PATIENT INFORMATION IS KEPT IN A STANDARD FASHION OR IS REGULARLY UPDATED, IT IS POSSIBLE THAT FALSE MATCHES MAY OCCUR OR THAT THERE MAY BE ERRORS OR OMISSIONS IN THE HISTORY INFORMATION PROVIDED. YOU FURTHER AGREE THAT, AS THE TREATING PHYSICIAN OR OTHER HEALTH CARE PROVIDER, YOU HAVE VERIFIED HISTORY INFORMATION WITH EACH PATIENT OR THE PATIENT’S REPRESENTATIVES BEFORE SUCH INFORMATION IS RELIED UPON OR UTILIZED IN DIAGNOSING OR TREATING THE PATIENT. QVH SYSTEMS DOES NOT INDEPENDENTLY VERIFY OR REVIEW THE INFORMATION TRANSMITTED THROUGH ACE™ FOR ACCURACY AND COMPLETENESS. USE OF ACE™ IS NOT A SUBSTITUTE FOR A PHYSICIAN’S OR OTHER HEATLH CARE PROVIDER’S STANDARD PRACTICE OR PROFESSIONAL JUDGMENT. ANY DECISION CONCERNING THE APPROPRIATENESS OF TREATMENT, OR THE VALIDITY OR RELIABILITY OF INFORMATION, IS SOLELY YOUR RESPONSIBILITY.
14. LIMITATION OF LIABILITY AND INDEMNITY
  1. YOU UNDERSTAND THAT QVH SYSTEMS WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE AND IS NOT RESPONSIBLE FOR ANY INFORMATION YOU ENTER IN ACE™. QVH SYSTEMS SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR INVESTMENT, ANY SHARED SAVINGS OR PENALTY OR BONUS, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO QVH SYSTEMS, OR ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON. QVH SYSTEMS SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT ITS PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE ACTIONS OR OMISSIONS OF THIRD PARTIES, ELECTRICAL OR COMMUNICATION SYSTEM FAILURES, OR GOVERNMENTAL ACTION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF QVH SYSTEMS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, QVH SYSTEMS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET QVH SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF QVH SYSTEMS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF QVH SYSTEMS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH QVH SYSTEMS RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE.
  2. YOU AGREE THAT THE SOLE AND EXCLUSIVE RESPONSIBILITY FOR ANY MEDICAL DECISIONS OR ACTIONS WITH RESPECT TO A PATIENT’S MEDICAL CARE AND FOR DETERMINING THE ACCURACY, COMPLETENESS OR APPROPRIATENESS OF ANY BILLING, CLINICAL, CODING, DIAGNOSTIC, MEDICAL OR OTHER INFORMATION PROVIDED BY THE SERVICES RESIDES SOLELY WITH THE PROFESSIONALS TREATING THE PATIENT. QVH SYSTEMS DOES NOT ASSUME ANY RESPONSIBILITY FOR HOW SUCH INFORMATION IS USED. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT “RECOMMEND”, “SUGGEST’, OR “ADVISE” PROPER PRESCRIBING OR OTHER TREATMENT DECISIONS AND THAT THE RESPONSIBILITY FOR THE MEDICAL TREATMENT, AND ANY ASSOCIATED DECISIOMNS REGARDING BILLING FOR MEDICAL SERVICES, RESTS WITH THE PROFESSIONALS TREATING THE PATIENT AND THEIR JUDGMENT AND ANAYLSIS OF THE PATIENT’S CONDITION.
  3. YOU ACKNOWLEDGE AND AGREE THAT QVH SYSTEMS HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTEE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABLITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND QVHSYSTEMS, AND THAT THE WARRANTEE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND QVH SYSTEMS. YOU ACKNOWLEDGE AND AGREE THAT QVH SYSTEMS WOULD NOT BE ABLE TO PROVIDE THE PRODUCTS OR SERVICES CONTEMPLATED BY THIS AGREEMENT TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
  4. You agree to indemnify and hold harmless QVH Systems (and its respective officers, directors, employees, suppliers, agents and affiliates) from and against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages, penalties, fines and expenses arising out of or relating to: i) your use of the Services, including without limitation any claims that you have used the services in violation of another party’s rights, in violation of any law, or in violation of any provision of these Terms of Use, ii) any loss of connectivity to ACE™ due to acts or omissions inconsistent with the Terms of Use, iii) information provided to QVH Systems by you or arising out of the use of such information when furnished by QVH Systems, you or to other third persons; or iv) or any breach of this Agreement by you (collectively referred to as “Claims”). You further release and hold harmless QVH Systems and any person or entity providing patient history information from any liability, cause of action, or claim related to the completeness or lack thereof of patient information.
  5. QVH Systems reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by QVH Systems in the defense of any Claims.
  6. QVH Systems is not responsible in any manner for errors or failures of proprietary systems and programs of third parties.
  7. QVH Systems shall not be liable or deemed in default for failure to fulfill any obligation under these QVH Systems’ Terms of Use due to causes beyond its reasonable control, including acts of God or of the public enemy, acts of any governmental authority in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, electrical power failures, telecommunication or internet backbone outages, failure of an internet access provider, and QVH Systems shall not be liable for losses, expenses or damages, direct, ordinary, special, consequential or punitive, resulting directly or indirectly from such causes.
15. AUDIT. You authorize QVH Systems to access, inspect and audit your records relating to the use of ACE™ and data or information provided by you.
16. Survey. By using QVH Systems’ services, you authorize QVH Systems to contact you for survey or statistical purposes. You also agree that QVH Systems shall be entitled to disclose information received from you for the purpose of (and only to the extent necessary for) operating QVH Systems’ business and providing the QVH Systems’ services, including, sharing your information or data with others to the extent necessary to fulfill the terms of these QVH Systems’ Terms of Use, but only in accordance with all applicable law, or pursuant to a valid order issued by a duly authorized court or government authority.
17. Commercial Messaging Rules. You shall not use any means, program, or device, or permit any other person to use any means, program, or device, including, but not limited to, advertising, instant messaging, and pop-up ads, to influence or attempt to influence, through economic incentives or otherwise, the prescribing decision of a prescriber at the point of care if: (i) such means, program, or device (as described above) is triggered by, initiated by, or is in specific response to, the input, selection, and/or act of a prescriber or his/her agent prescribing a pharmaceutical or selecting a pharmacy for a patient; and (ii) that prescription shall be delivered via QVH Systems’ Services. Any violation of provision shall result in your automatic termination from ACE™.
18. LIST SERVE. The Services may include a list serve, community forum or other social features to exchange Content and information with other users of the Services and the public. QVH Systems does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which QVH Systems is not responsible.
19. Communications from QVH Systems. The Service may include certain communications from QVH Systems, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services.
20. FEEDBACK. QVH Systems may freely use feedback you provide.You agree that QVH Systems may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant QVH Systems a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to QVH Systems in any way.
21. MONITORING. QVH Systems may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect QVH Systems or its customers, or operate the Services properly. QVH Systems, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
ADDITIONAL TERMS
1. OTHER SERVICES. We may tell you about other QVH Systems services. You may be offered other services, products, or promotions by QVH Systems ("QVH Systems Services"). Additional terms and conditions and fees may apply. You grant QVH Systems permission to use information about your business and experience to help us to provide the QVH Systems Services to you and to enhance the Services. You grant QVH Systems permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant QVH Systems permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
2. COMMUNICATIONS. QVH Systems may be required by law to send you communications about the Services or Third-Party Products. You agree that QVH Systems may send these communications to you via email or by posting them on our websites.
3. CONFIDENTIALITY. You agree to keep confidential any and all of QVH Systems’ information, as well as the information and data of all Data Sources, physicians and other health care providers, and other entities or individuals that have entered into a written agreement with QVH Systems, either directly or indirectly, in order to access, provide, or communicate through ACE, whether explicitly marked confidential or reasonably believed to be confidential. All QVH Systems’ documentation and materials available to you through ACE are deemed confidential.
4. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
5. TERMINATION. QVH Systems may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our Services or systems and comply with applicable QVH Systems policy, or if you fail to comply with this Agreement, or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect QVH Systems’ rights to any payments due to it. All sections of this Agreement which by their terms are relevant after the termination of this Agreement survive and remain in effect even if the Agreement is terminated. Objections to suspension or disabling of user accounts should be made to support@qvhsystems.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms of Use and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account. We will provide you prior notice of such termination and backup of your data, by email. The data deletion policy may be implemented with respect to any or all of the Services.
6. GOVERNING LAW. Oklahoma state law governs this Agreement without regard to its conflicts of laws provisions.
7. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Oklahoma law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND QVH SYSTEMS ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to QVH Systems Inc., in care of our registered agent:
  Kenneth F. Albright
  Albright, Rusher & Hardcastle
  15 West 6th Street, Suite 2600
  Tulsa, Oklahoma 74119
  Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Tulsa, Oklahoma. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive expiration, termination or rescission of this Agreement.
8. NOTICES. Unless otherwise provided in these Terms of Use, any notice required or permitted under these Terms of Use shall be given by you to QVH Systems in writing and shall be deemed effectively given as follows: (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile or electronic mail, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first-class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one (1) business day after delivery to such carrier. All notices shall be addressed to QVH Systems at the address as follows, or at such other address as QVH Systems may designate by written notice to you: QVH Systems, LLC. Attn: ACE Services, 1437 S. Boulder Ave., Suite 1030, Tulsa, OK 74119. You agree to provide us advance written notice of any change to your information, including without limitation the information you provided on your enrollment form or otherwise while signing up for a user account and your contact information, e.g., your e-mail address, mailing address, phone number and/or facsimile number. You agree that we may communicate with you electronically by way of e-mail to the e-mail address you provide to us or by way of posting notices on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
9. WAIVER. The failure of either party to enforce any provision of these Terms of Use or to act with respect to a breach by the other party of these Terms of Use shall not be deemed a waiver of such provision, the right to act with respect to subsequent or similar breaches, or the right to enforce such provision.
10. GENERAL. This Agreement is the entire agreement between you and QVH Systems and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of QVH Systems. However, QVH Systems may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by QVH Systems or (c) a successor by merger. Any assignment in violation of this Section shall be void.