HEALTHCLX TERMS OF USE FOR HEALTHCARE PROVIDERS

LAST UPDATED: April 7, 2020

This Agreement is between Healthclx.com (hereinafter referred to as “we,” “our,” or “HealthClx”) and Healthcare Providers (hereinafter referred to as “You” or “Your”) and governs Your use of Healthclx.com’s website (the “Site”). By logging onto the Site You accept all the Terms and conditions for using the Site. This Agreement shall have the same binding effect as if the same Agreement was in paper form and signed by You.

1. Definitions

1.1 “Services” mean the platform and associated tools that we provide for You to advertise and post information about Your healthcare practice, and for Patients to access information about Healthcare Providers’ practices. The Services are an informational and educational resource for Patients (consumers) and Healthcare Providers.

1.2 “Medical Information” means general information regarding various medical conditions that You provide to HealthClx through the HealthClx Site and/or Services.

1.3 “Healthcare Providers” mean the entities that have subscribed to advertise their healthcare services on the HealthClx Site.

1.4 “Patients” mean the people that have subscribed to our Services.

1.5 “Content” means text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Site and/or Services.

1.6 “Site” refers to Healthclx.com.

1.7 “Posted Information” means any information that You post to the Site and/or Services.

2. No Doctor Patient Relationship

Doctors, dentists, nurses, and other medical professionals use the Services to share Content with Patients. Use of the Content is not a substitute for healthcare. No licensed medical professional / Patient relationship is created when You and/or Patients use the Services or Content.

3. Responsibilities of Healthcare Providers

If You are a Healthcare Provider or other entity in the healthcare or medical industry, regardless of whether You maintain an account with HealthClx or whether You schedule or intend to schedule appointments through the Services, You acknowledge and agree that:

(a) You have a practice that is in good standing.

(b) You will maintain accurate and up-to-date practice information, information about medical providers, and associated pricing. You will upload new terms within seven (7) days of any price changes. In the event of a disparity between information provided by You and information provided by a Patient, You will either confirm or dispute the information provided by the Patient within seven (7) days of receiving notice of the discrepancy.

(c) You will notify HealthClx of any promotional offers at least two days prior to the promotion going into effect. You shall provide HealthClx with the promotional price, the duration of the promotion, and any information a Patient needs to access the promotional rates.

(d) You will maintain accurate and up-to-date hours and provide information about accepted forms of insurance.

(e) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws and regulations.

(f) You will not post any Content to the Service that would violate any law or regulation, this includes, but is not limited to, posting Patient information to the Services that would be in violation of the U.S. Health Insurance Portability and Accountability Act (HIPAA).

4. Intellectual Property Rights

All product names, regardless of whether or not they appear in large print or with the trademark symbol, are trademarks of HealthClx or its licensors, unless otherwise noted. No right, license, or interest to any trademarks is granted to You by this Agreement. The use or misuse of these trademarks, except as permitted herein, is expressly prohibited and may be in violation trademark law and other laws, statutes and/or regulations

Using our Services and/or tools does not give You ownership of any intellectual property rights in our Services or the Content You access. You may not use Content from our services unless You obtain permission from its owner or are otherwise permitted by law.

All of the Content on the Site is owned by HealthClx or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. HealthClx gives You permission to use the Content only for personal, non-commercial purposes and does not transfer any intellectual property rights to You by virtue of permitting Your use of the Services. You may print, download, and store information from the Site for Your own convenience, but You may not copy, distribute, republish, sell, or exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever.

By posting information through the Services, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, to HealthClx and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information.

5. Copyright

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringes according to the process set out in the US. Digital Millennium Copyright Act (“DMCA”).

If You believe that any material on the Site infringes on a copyright which You own or control, You may file a DMCA Notice of Alleged Infringement with HealthClx’s legal team. DMCA notices should include a description of the allegedly infringing work that is sufficient to allow HealthClx to locate and identify the work. The notice must also include a statement, made under penalty of perjury, that the information contained in the notice is accurate and that the entity sending the notice is the copyright owner or is authorized to act on the copyright owner’s behalf.

Please send DMCA takedown notices to: legal@healthclx.com.

6. Data Privacy

6.1 By using the Site or Services, You also agree to our Privacy Policy.

6.2 We comply with the U.S. Health Insurance Portability and Accountability Act (HIPAA). To the extent you are provided with any Patient information through HealthClx, You agree to comply with these Terms, HIPAA and all other applicable laws and regulations with regard to that Patient information. You also represent and warrant that any Posted Information you submit to the services is not in violation of these Terms, HIPAA or any other applicable law or regulation.

7. Modifications

HealthClx may revise these terms from time to time, on a prospective basis, and we will always post the most up-to-date version on our website. We will notify You via email before we make any material change(s) to these Terms and give You an opportunity to review the revised Terms before deciding if You would like to continue using the Services. By using or continuing to use or access our Services after any revisions have come into effect, You agree to be bound by the revised Terms.

8. Termination and Unsubscribing

8.1 HealthClx reserves the right, without notice and in its sole discretion, to terminate Your license to use the Services, and to block or prevent Your access to and use of the Services for any reason, including if HealthClx believes that You have violated any of the Terms, or acted inconsistently with the letter and spirit of this Agreement. Some grounds for terminating a license include, but are not limited to, creating fake accounts, posting material that is obscene or abusive, posting material that is embarrassing to any other person or entity as determined by HealthClx, providing untrue or inaccurate information, or using HealthClx for any purpose in violation of local, state, national or international laws.

8.2 Unsubscribing from Services: To unsubscribe from the Services, send us an email to cancellations@healthclx.com.

9. Subscription Fees

Please reference the Site for applicable subscription rates.

10. Applicable Law and Venue

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without giving effect to the state’s conflicts of law statute. You hereby unconditionally and irrevocably consent and submit to have any dispute resolved in the state or federal courts of Illinois and the United States, respectively, sitting in Cook County, Illinois with regard to Your relationship with us, including, without limitation, disputes related to this agreement, Your use of the services, and/or rights of privacy and/or publicity. Notwithstanding this, You agree that HealthClx will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

11. Disclaimer

HealthClx makes no representations or warranties of any kind, express or implied, as to the operation of the Site, Services, or the information, Content, materials, or other services included on or otherwise made available to You through the Site. You expressly agree that Your use of this Site, its materials, and Content is entirely at Your own risk.

11.1 Procedures/Products/Services

Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, Patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for the purpose of awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any individual or prediction of effectiveness, outcome or success.

11.3 Insurance Content

Insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) is intended for general reference purposes and for convenience only. Such Insurance Content may be based on personal information Patients provide to us as well as Healthcare Provider Content (such as CPT codes and other encounter data). The Insurance Content may be provided either directly by the insurance provider or via a third-party clearinghouse. Insurance Content can change frequently and may become out of date, incomplete or inaccurate. You agree that You will provide accurate and complete insurance-related information, and (b) verify and update any insurance-related information you provide. Although HealthClx strives to provide accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and You are responsible for complying with subparts (a) and (b) hereof.

11.4 HealthClx does not represent, warrant or guarantee that any information provided on the Site and/or Service, such as billing information from their healthcare providers, is accurate, complete or current.

12. Limitation of Liability

12.1 Patients are liable for paying for the services provided. HealthClx has no liability, either primarily, or secondarily, for paying the Healthcare Providers.

12.2 HealthClx is not a referral service and does not recommend, endorse, discourage, screen or approve any providers or any medical services.

12.3 HealthClx will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Site or Services whatsoever.

12.4 HealthClx is not responsible for any third party claims against the Intellectual Property rights of Healthcare Providers.

12.5 No action arising under or in connection with this Agreement, regardless of the form, may be brought by You more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

12.6 In no event shall HealthClx be liable for any direct, indirect, special, consequential or monetary damages, including fees, and penalties in connection with Your use of the Site.

13. Indemnification

You agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent and other affiliates, from all liabilities, claims, demands and expenses, including attorney’s fees, that arise from or are related to (a) Your use of the Site and/or Services, or (b) the violation of this Agreement, or of any intellectual property or other right of any person or entity, by You or any person using Your account credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

14. Miscellaneous

14.1 Severability

Should any provisions of this Agreement be or become invalid or unenforceable, the remaining provisions of this Agreement will remain valid, and all provisions shall be enforced to the fullest extent permitted by law. HealthClx shall replace the invalid or unenforceable provision with a valid and enforceable provision.

14.2 Survival

Paragraphs 4, 10, 11, 12, 13, 14.5 shall survive the expiration or termination of these Terms of Use for any reason whatsoever.

14.3 Headings

The section headings used in this Agreement are for convenience only and do not limit, characterize, or in any other way affect the provisions of this Agreement.

14.4 Assignment

These provisions may be assigned by HealthClx and will inure to the benefit of HealthClx, its successors, and assigns.

14.5 No Waiver

You agree that if HealthClx does not exercise or enforce any legal right or remedy available to it under these provisions (or any applicable law), HealthClx will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to HealthClx. Any waiver of any provision will be effective only if HealthClx expressly states in a signed writing that it is waiving a specified provision.

14.6 Notices

You agree that HealthClx may provide You with notices, including those regarding changes to these provisions, by email, regular mail, or postings on the Service website.