INFLUXMD INC. TERMS OF SERVICE
Please read these Terms of Service ("Terms") carefully before using the InfluxMD Inc. ("InfluxMD", "we", "us", or "our") SAAS application, including our HIPAA-compliant AI Chatbot IMA and CRM (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.
1. ACCEPTANCE OF TERMS
1.1 Agreement to Terms
By accessing or using the Services, you ("Customer", "you", or "your") accept and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
1.2 Changes to Terms
We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website or through the Services. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
2. SERVICES DESCRIPTION
2.1 SAAS Application
InfluxMD provides a software-as-a-service application that includes a HIPAA-compliant AI Chatbot (IMA) and Customer Relationship Management (CRM) system.
2.2 Access to Services
Subject to these Terms, InfluxMD grants you a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for your internal business purposes.
3. ACCOUNT REGISTRATION AND SECURITY
3.1 Account Creation
To access the Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process.
3.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
4. USE OF SERVICES
4.1 Permitted Use
You may use the Services only in compliance with these Terms and all applicable laws and regulations, including HIPAA.
4.2 Restrictions
You shall not:
- Sell, resell, license, sublicense, distribute, or otherwise make the Services available to any third party.
- Modify, adapt, or hack the Services or modify any other website to falsely imply that it is associated with the Services.
- Use the Services to store or transmit any malicious code, files, scripts, agents, or programs.
- Interfere with or disrupt the integrity or performance of the Services.
- Attempt to gain unauthorized access to the Services or its related systems or networks.
4.3 HIPAA Compliance
If you are a Covered Entity or Business Associate as defined by HIPAA, you must enter into a Business Associate Agreement (BAA) with InfluxMD before using the Services to process, store, or transmit Protected Health Information (PHI).
5. DATA OWNERSHIP AND PRIVACY
5.1 Your Data
You retain all rights, title, and interest in and to the data you input into the Services ("Your Data"). You grant InfluxMD a license to use, modify, and process Your Data solely to the extent necessary to provide the Services.
5.2 Privacy
Our collection and use of personal information in connection with the Services is governed by our Privacy Policy.
6. AI CHATBOT (IMA)
6.1 Nature of AI
You acknowledge that IMA is an AI-powered chatbot and may not always provide accurate or complete information. You should not rely on IMA's outputs without independent verification.
6.2 No Medical Advice
IMA is not designed to provide medical advice, diagnosis, or treatment. Any information provided by IMA should not be considered a substitute for professional medical advice.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 InfluxMD's IP
The Services, including all associated intellectual property rights, are and will remain the exclusive property of InfluxMD and its licensors.
7.2 Feedback
If you provide any feedback or suggestions regarding the Services, you hereby grant InfluxMD an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such feedback for any purpose without compensation to you.
8. FEES AND PAYMENT
8.1 Fees
You agree to pay all fees specified in your order form. Except as otherwise specified herein or in an order form, fees are based on Services purchased and not actual usage.
8.2 Payment
All fees are due and payable in advance in accordance with the billing frequency stated in your order form. You are responsible for providing complete and accurate billing and contact information.
8.3 Late Payments
If any invoiced amount is not received by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
9. TERM AND TERMINATION
9.1 Term
The term of this agreement commences on the date you first accept it and continues until all Subscriptions hereunder have expired or have been terminated.
9.2 Termination for Cause
Either party may terminate this agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.3 Effect of Termination
Upon termination or expiration of this agreement, you shall cease all use of the Services. Any termination or expiration shall not relieve you of the obligation to pay any fees accrued or due and payable to InfluxMD prior to the effective date of termination.
10. WARRANTIES AND DISCLAIMERS
10.1 Mutual Warranties
Each party represents and warrants that it has the legal power to enter into this agreement.
10.2 InfluxMD Warranties
We warrant that (i) we will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the applicable documentation.
10.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND INFLUXMD MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
11.2 Exclusion of Consequential and Related Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
12. INDEMNIFICATION
12.1 Indemnification by InfluxMD
InfluxMD will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim Against You"), and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You, provided you (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You, and (c) give us all reasonable assistance, at our expense.
12.2 Indemnification by You
You will defend InfluxMD against any claim, demand, suit or proceeding made or brought against InfluxMD by a third party alleging that Your Data, or your use of the Services in violation of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, a Claim Against Us, provided we (a) promptly give you written notice of the Claim Against Us, (b) give you sole control of the defense and settlement of the Claim Against Us, and (c) give you all reasonable assistance, at your expense.
13. GENERAL PROVISIONS
13.1 Governing Law
These Terms shall be governed by the laws of FLORIDA without regard to its conflict of law provisions.
13.2 Dispute Resolution
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Tampa, Florida, using the English language in accordance with the Arbitration Rules and Procedures of JAMS, then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.
13.3 Assignment
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of InfluxMD. InfluxMD may assign this Agreement in its entirety, without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
13.4 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
13.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
By using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.
Last updated: 08/16/2024
InfluxMD Inc.