Updated and Effective: June 9, 2017
I. Introduction and Eligibility
CareDox, Inc. owns and operates the CareDox website (“Website”) and the CareDox web and mobile care coordination platform (“Services”) that enables public schools to manage and facilitate care for students and streamline communication between school nurses and parents. By accessing the Services and Website, you agree to abide by these Terms of Service (the “Agreement”). In addition, you represent that you are 18 years of age or older, are lawfully able to enter into contracts and agree to be bound by these Terms of Service. If you have entered into this Agreement on behalf of your organization, you represent that you have the authority to bind that organization to these terms and conditions. You further represent that you have the right to upload all data that you provide on behalf of yourself and, where applicable, your employees, your organization, agents, students and their parents or legal guardians. However, if you work for a school district and the district has entered into a separate written agreement with CareDox for the provision of Services, your use of the Services on behalf of the district will be exclusively governed by the district’s agreement with CareDox. This Agreement will not apply to that use.
If you do not have the necessary authority, or if you do not agree with these terms and conditions, then you may not use CareDox Services or Website. If you choose to continue to use or access the Website after having the opportunity to read this Terms, you recognize that CareDox has provided valuable consideration by offering this Website free of charge.
You may print a copy of this Agreement using the print button or feature in your browser. We suggest retaining a copy for your future reference. You should be aware, however, that we may revise this Agreement at any time, however if we make a change to this Agreement that materially affects your use of the Services, we may post notice or notify you via email or our Website of any such changes. By your continued use of the Services or Website, you agree to be bound by future revisions. It is your responsibility to periodically visit this page to review the most current version of the Agreement.
II. The CareDox Services and Website
The Services and Website, including the contents, are intended for your personal, noncommercial use.
We may, in our sole discretion and without prior notice, modify the Services or Website, remove or alter functionality, or cease provision of the Services or Website at any time.
Intellectual Property. You acknowledge that all Services and Website, trademarks, service marks and logos are owned by or licensed to CareDox and are protected by copyright and other intellectual property rights, and that you have no rights to transfer or reproduce the Services, Website or prepare any derivative works with respect to, or to disclose confidential information pertaining to, the Services or Website. Under no circumstances will you be deemed to receive title to any portion of any Services or Website, title to which at all times will vest exclusively in CareDox.
III. Use of the Services
Restrictions. You are responsible for using the Services and Website in accordance with this Agreement, and for all activity that occurs under your account. You shall (i) maintain the confidentiality of your user name and password; (ii) notify CareDox if you know or suspect a security breach of our Services; and (iii) use the Services in compliance with all applicable laws. You are solely responsible for all activities conducted using your access credentials to the Services. You represent and warrant that information provided to establish your account is true and accurate and that you will promptly update that information in the event of any change.
You grant us a non-exclusive, world-wide license to use the documents, information, graphics, data, content, and other materials uploaded by you to the Services and Website (the “Content”) solely for purposes of furnishing the Services and Website to you. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Content to us for use as contemplated under this Section. Except for the license granted in this Section and in Section VI, nothing contained in this Agreement will be construed as granting CareDox any right, title, or interest in your Content.
You will not (and will not allow any third party to): (i) permit any third party to access and use the Services or Website; (ii) decompile, disassemble, or reverse engineer the Services or Website, except to the extent expressly authorized under the law; (iii) use the Services or Website or any of our confidential information to develop a competing product or service; (iv) impersonate another user of the Services or Website or provide false information to gain access to the Services or Website; (v) view or attempt to view records of another user; or (vi) use automated systems (e.g., robots, spiders, etc.) to access the Services or Website.
Use of the Services and Website. You may not use the Services or Website to:
- Upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website or Services;
- Upload, post, e-mail or otherwise transmit any Content that you do not have the right to transmit under any law or under contractual or fiduciary relationships;
- Upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post, e-mail or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
- Use racially or ethnically offensive language; discuss or incite illegal activity; use explicit/obscene language or solicit/post sexually explicit images;
- Interfere with or disrupt the Website, Services or servers or networks connected to the Website or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Services; or
- Intentionally or unintentionally violate any applicable local, state, national or international law or regulation.
V. Family Educational Rights and Privacy Act (FERPA)
In the event that you are a school or district subject to the Family Educational Rights and Privacy Act (FERPA), you agree to appoint CareDox as a “school official” as that term is defined in FERPA and as interpreted by the Family Policy Compliance Office, and determines that CareDox has a “legitimate educational interest” for the purpose of delivering the Services as contemplated by this Agreement. CareDox agrees that it will be bound by all relevant provisions of FERPA, including operating under your direct control with respect to handling of “personally identifiable information” from “education records,” as those terms are defined under FERPA. CareDox further agrees that personal information from students will not be disclosed to third parties except as required to provide Services to you contemplated in this agreement. You agree that you have obtained any necessary written consents from parents of students under the age of eighteen (18) and students age 18 and older in order to upload student data to CareDox.
VI. Feedback; Aggregated Data
You may provide us with suggestions, comments or other feedback (collectively, “Feedback“) with respect to our products and services, including the Services and Website. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind in connection with our business, including the enhancement of the Services and Website. In addition, you agree that we may use aggregated, de-identified data (i.e., the data is not identifiable to any individual and has been de-identified in accordance with applicable legal requirements) to demonstrate the effectiveness of CareDox Services, including in CareDox marketing materials, to improve CareDox Services and to develop and improve other educational products.
If you elect Services for which a charge is imposed, you are obligated to pay those fees. All fees are non-refundable. Late payments will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You are responsible for paying all personal property, sales, use and other taxes (excluding taxes based upon our net income) and license and registration fees and other assessments or charges levied or imposed by any governmental body or agency as a result of the execution or performance of this Agreement, including your receipt of the Services. We will not change fees without your prior written agreement.
IX. No Medical Advice
The content of the Services and Website, including all communications and information provided by CareDox and its partners, does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. CareDox does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included in the Services. Registered users are solely responsible for the accuracy of all patient care made available through the foregoing. Reliance on any information appearing on or associated with the Services or Website, whether provided by CareDox, its content providers, or visitors to the Service or Website or others, is solely at your own risk.
You will defend and indemnify CareDox and hold it and its affiliates, officers, directors, employees, agents, vendors, and licensors harmless from any and all claims, actions, proceedings, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, judgment, or adjudication related to or arising from any or all of the following: (i) your use of the Services or Website; or (ii) breach of any of your obligations, representations, or warranties in this Agreement.
XI. Suspension of Services and Removal of Content
We may, in our sole discretion, suspend your access to the Services or remove any Content from the Services or Website for any of the following reasons: (i) to prevent damages to, or degradation of, the Services; (ii) to comply with any law, regulation, court order, or other governmental request; and (iii) to otherwise protect us from potential legal liability. We will restore access to the Services as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on us to monitor use of the Services or Website.
XII. CareDox’s Liability
A. DISCLAIMER OF WARRANTIES
THIS DISCLAIMER OF WARRANTY SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW FOR NEW JERSEY RESIDENTS.
THE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CAREDOX IS NOT OFFERING THE SERVICES OR WEBSITE, IN WHOLE OR IN PART, FOR SALE TO YOU. THESE TERMS ARE NOT A CONTRACT FOR SALE, AND THIS WEBSITE IS NOT A “GOOD” WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE. INSTEAD, THIS WEBSITE IS PROVIDED FOR FREE. CAREDOX AND ITS VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THE SERVICES AND WEBSITE ARE AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAREDOX OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CAREDOX’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT CAREDOX AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE CONTENT, WEB SITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.
With respect to the Website, you agree that our sole obligation to you is to provide the Website as-is. You agree that unless we do something that is (a) grossly negligent, reckless, or an act of knowing or intentional willful misconduct or (b) a violation of a consumer protection statute in connection with the Website, we will not be liable to you or to any third party for your use of the Website.
B. LIMITATION OF LIABILITY AND DAMAGES
THIS LIMITATION ON LIABILITY SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW FOR NEW JERSEY RESIDENTS. NEITHER CAREDOX NOR ITS VENDORS AND LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF THE SERVICES AND WEBSITE, EVEN IF CAREDOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF CAREDOX AND ITS VENDORS AND LICENSORS TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE SERVICES OR WEBSITE IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT) WILL NOT EXCEED THE TOTAL FEES YOU PAID, IF ANY, DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES PROVIDED ABOVE FAIL IN THEIR ESSENTIAL PURPOSE.
XIII. Governing Law, Venue, and Limitation of Actions
CareDox is controlled and operated by CareDox, Inc. from its offices in New York, United States of America. CareDox makes no representation that materials on its Website are appropriate for or available for use in other locations. Those who choose to access the Website from other locations are responsible for compliance with local laws, if and to the extent local laws are applicable.
This Agreement will be construed according to, and the rights of the parties will be governed by, the law of the State of New York, without reference to its conflict of laws rules. Any action at law or in equity arising out of or directly or indirectly relating to this Agreement may be instituted only in the Federal or state courts located in New York, NY. You consent and submit to the personal jurisdiction of those courts for the purposes of any action related to this Agreement, and to extra-territorial service of process. You covenant not to sue CareDox in any other forum. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.
You may not assign this Agreement without the prior written consent of CareDox.
If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.
XVI. Entire Agreement
This Agreement, as may be amended from time-to-time by us, constitutes our entire agreement with regard to the Services and Website.
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
XVIII. Class Action Waiver
Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action. Your access and continued use of any of our Services and Website signifies your explicit consent to this waiver. THIS CLASS ACTION WAIVER SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY LAW FOR NEW JERSEY RESIDENTS.
XIX. Digital Millennium Copyright Act
CareDox reserves the right to remove any material on the Services or Website which allegedly infringes another person’s copyright. If you believe that materials hosted by CareDox infringe your copyright, you (or your agent) may send notice requesting that the materials be removed. Notice must be provided in writing and must include the following information:
- electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- description of the copyrighted work that you claim has been infringed
- a copy or the location of the work you claim is infringing (e.g., URL) or enough detail that we may find it;
- your name, address, telephone number, and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Notices should be sent to:
104 West 40th Street, Suite 1030
New York, NY 10018