CarolinaEMR Terms of Service

Last Updated: May 7, 2024

Welcome to CarolinaEMR. These Terms of Service govern your access to and use of CarolinaEMR's services. By accessing or using our services, you agree to these terms. If you do not agree, please refrain from using the site or associated services.

1. CarolinaEMR Software Services
These Terms of Service grant you access to CarolinaEMR's software services as specified in the applicable order form or subscription agreement, collectively referred to as the Customer Agreement. The services you purchase are collectively referred to as the Service.

• Policies: Use of the Service is also governed by our Privacy Policy, Business Associate Agreement, Support Policy, and Security Notice, which may be updated periodically.

2. Responsibilities

• CarolinaEMR Support Responsibilities
• Support: CarolinaEMR will provide customer support for the Service as outlined in the Support Policy. This includes troubleshooting, assistance, and guidance to ensure uninterrupted access to the Service.
• Customer Responsibilities
• Access by Employees and Contractors: Customer may provide access only to its employees and contractors for the sole purpose of benefiting the Customer, in compliance with these Terms of Service. Customers are responsible for compliance by their employees and contractors.
• Restrictions: Customer agrees not to:
• Sell, resell, rent, or lease the Service or use it for non-internal operations.
• Use the Service for unlawful, offensive, or infringing activities or store third-party data without authorization.
• Attempt unauthorized access or interfere with the Service's performance, or with other customers' data.
• Modify, copy, disassemble, reverse-engineer, or attempt to derive source code from the Service or any of its components.
• Use the Service to develop a competing offering or service.

3. Payment Terms

• Payment Obligations: Customer must pay all fees as specified in the order form or subscription agreement and for related services as outlined in the Pricing Policy.
• Payment Method: Payment must be made in USD via credit card or ACH. By providing payment information, Customer authorizes CarolinaEMR to charge fees accordingly. Failure to provide a valid payment method may lead to service suspension.
• Taxes: Unless otherwise stated, fees are exclusive of taxes. Customer is responsible for applicable sales, value-added, or other similar taxes.

4. Representations and Warranties; Disclaimers

• Mutual Representations: Both parties represent and warrant that the Customer Agreement has been duly authorized and executed and is enforceable.
• Disclaimer: CarolinaEMR disclaims any warranties regarding uninterrupted availability, error-free functionality, or fitness for a particular purpose. CarolinaEMR cannot guarantee that the Service will be completely secure or free of errors.

5. Compliance
Customer is responsible for complying with all applicable state and federal laws regarding patient information, access, and consent. CarolinaEMR does not provide medical advice or diagnostic services.

6. Proprietary Rights
The software, designs, processes, know-how, and other intellectual property provided by CarolinaEMR as part of the Service remain proprietary. All rights, title, and interest remain with CarolinaEMR unless expressly granted.

7. Limits on Liability

• No Indirect Damages: CarolinaEMR will not be liable for indirect, incidental, or consequential damages such as lost profits, data loss, or business interruption.
• Liability Limit: The total liability of CarolinaEMR for any claims will not exceed the actual amount paid by the Customer for the Service in the six months preceding the claim.

8. Term, Termination, and Return of Data

• Term: The initial term is as specified in the applicable order form or subscription agreement (Initial Term). The Customer Agreement will automatically renew for consecutive terms of the same duration (Renewal Term) unless either party provides a notice of non-renewal within 60-90 days of the end of the current term.
• Termination for Breach: Either party may terminate the Customer Agreement if the other party fails to remedy a material breach within 30 days of receiving written notice.
• Return of Data: CarolinaEMR will retain customer data for 60 days following termination. During this period, Customer may request access to this data.

9. Indemnity

• Customer Indemnity: The Customer will indemnify, defend, and hold harmless CarolinaEMR from claims arising from the Customer's use of the Service, breaches of these terms, or third-party rights violations.
• CarolinaEMR Indemnity: CarolinaEMR will indemnify, defend, and hold harmless the Customer against claims that the Service infringes a third party's intellectual property rights.

10. Dispute Resolution

• Governing Law: These terms will be governed by the laws of [Insert State/Country], excluding conflicts of law provisions.
• Arbitration: Any disputes arising out of or relating to the Customer Agreement will be resolved through binding arbitration in [Insert State/Country]. The Federal Arbitration Act will govern interpretation and enforcement.

11. Other Terms

• Changes: CarolinaEMR may update these Terms of Service periodically. If updates occur, notice will be given on the site or by email. Continued use of the Service signifies acceptance of these changes.

• Feedback: Any suggestions provided to CarolinaEMR may be used without obligation to the Customer.

12. Contact Information
For any questions or concerns about these Terms of Service, please reach out to us at info@carolinaemr.com

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