DH operates subject to state and federal regulations, where applicable, and the Services may not be available in your state, territory, and country. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States, the European Union, or other applicable jurisdictions in which you may be located. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.
6. Requests for Products and Services
For Users of the Direct Health Site (https://directhealth.us):
Acceptance for Direct Health
Your request for a consult or Services does not necessarily ensure that we will accept your request for a consult or Services. We may require additional information regarding your request if you have not provided all the information required by us to be completed. Once a properly completed request and authorization of your form of payment is received, we will process your request and prepare for the delivery of the Products and Services to you. We do not accept requests from dealers, wholesalers, or other customers who intend to resell items offered on our Site.
Typographical Errors and Incorrect Pricing for Direct Health
In the event a Product or Service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any requests placed for the Products or Services listed at the incorrect price. We shall have the right to refuse or cancel any such requests whether or not the request has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.
Online Payments for Direct Health
For Direct Health Providers
You can purchase Products and Services on the Site or through a third party by paying a monthly subscription fee provided to you at the time of your subscription, which may be subject to change at your next monthly billing cycle upon no earlier than 10 days’ notice to you. By purchasing a Product or Service, you agree to an initial and recurring monthly fee at the monthly rate, as well as any sales or similar taxes that may be imposed on your payments, and you accept responsibility for all recurring charges until you cancel your subscription. The applicable fee and taxes will be charged to your credit card on the date your membership is created and every monthly billing period thereafter, on the day corresponding to the monthly commencement of your membership (the “Membership Anniversary Day”). If your Membership Anniversary Day, the date of expiry of your current billing period, does not exist in a particular month (because your Membership Anniversary Day is the 29th, 30th or the 31st of the month) then we will charge your credit card on the last day of that month. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.
If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your account and follow instructions to cancel your subscription, even if you have otherwise deleted your Account with us or if you have deleted the Site from your devices. Deleting your Account with us or deleting the Site from your devices does not cancel your subscription; DH will retain all funds charged to your account until you cancel your subscription through your account page. If you are a California based subscriber, you may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed.
For Direct Health Patients
You agree to pay all fees or charges to your Provider in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. By providing DH with your payment information, you agree that DH is authorized to immediately charge your Account for all fees and charges due and payable to your Provider and that no additional notice or consent is required.
DH, on behalf of your Provider, reserves the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to this Agreement.
If you have a dispute concerning any payment transaction, please contact our Support department. If, at any time, you contact your bank or credit card company to reject the charge of any payable fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. DH will not be liable for any loss of files, data, or content as a result of a Chargeback. In order to resume use of the Services, you must re-subscribe for the Services and pay all applicable fees for the Service as well as any fees incurred by us or our payment processor as a result of the Chargeback.
You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.
6. Eligibility; Site Access, Security and Restrictions; Passwords
You agree to fully, accurately, and truthfully create your Account, including but not limited to your name, mailing address, phone number, email address, and password, which become your DH ID and credentials. The DH ID or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your DH ID or credentials, and for all activities that occur under such DH ID or credentials. You agree to prohibit anyone else from using your DH ID or credentials and agree to immediately notify DH of any actual or suspected unauthorized use of your DH ID or credentials or other security concerns of which you become aware. Your access to the Site may be revoked by DH at any time with or without cause.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Violations of system or network security may result in civil or criminal liability. DH will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
7. Electronic Communications
When you use the Site or Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us or your Provider electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. DH or your Provider may contact you by telephone, mail, or email to verify your account information. DH or your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within fourteen (14) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Site and the Services until you provide the information to us as requested.
8. Consent to Receive Calls and Text Messages and Video Recording
By providing your mobile number you are agreeing to be contacted by or on behalf of DH or your Provider at the mobile number you have provided, including calls and text messages, to receive informational, Product or Service related (e.g., progress tracking, reminders, etc.) communications relating to the Site and Services. Message and data rates may apply. To stop receiving text messages text the word STOP to the text message. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Site features and certain Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your Services.
9. Ownership of The Site and Related Materials; Additional Restrictions
All pages within this Site and any material made available for download are the property of DH, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws.
10. Special Rules for User Under 18 Years Old
11. Accuracy of Information; Functionality
Although DH attempts to ensure the integrity and accurateness of the Site and Product descriptions, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site, the Services, Product descriptions and other content on the Site. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform DH so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, DH shall have no responsibility or liability for information or content posted to the Site from any non-DH affiliated third party, including Providers.
DH and MWC each reserve complete and sole discretion with respect to the operation of the Site and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Site or the Services among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Site or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Site or the Services in accordance with our internal record retention or destruction policies.
12. Links to Other Sites
DH makes no representations whatsoever about any other website that you may access through this Site. When you access a non-DH site, or link to a Provider site, you acknowledge and agree it is independent from DH, and that DH has no control over the content on that website. In addition, a link to a non-DH website does not mean that DH endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
13. User Information
If you submit, upload, post or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other site users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to DH and MWC that you have the legal right and authorization to provide all User Information to DH and MWC for use as set forth herein and required by DH and the Provider.
DH, MWC, or your Provider may de-identify your information such that it is no longer considered protected health information or personally identifiable information. DH, MWC, or your Provider may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.
You agree not to (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (1) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (2) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services; (v) use robots or scripts with the Site; (vi) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Site; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to DH. You may not alter the attribution or origin of electronic mail, messages, or posting; (ix) harvest or collect Protected Health Information about any other individual who uses the Site or the Services; (x) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.
You agree to defend, indemnify, and hold harmless DH, MWC, and your Provider from and against all third-party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by us arising out of any User Information you upload to or transmit through the Site.
14. Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
DH respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to DH’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Site
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Copyright Notice”) complying with the following requirements.
1. Identify the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Copyright Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Copyright Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide your full legal name and your electronic or physical signature.
Deliver this Copyright Notice, with all items completed, to our Copyright Agent:
Direct Health Legal Department
Copyright Notice Direct Health
4674 Snow Mesa Drive Ste140
Fort Collins CO 80528
15. Intellectual Property
With the exception of your electronic medical record, DH and MWC retains all right, title, and interest in and to the Site, the Services, and any information, products, documentation, software, or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Site licensed by DH or MWC (in that case, the license provider retains all right, title, and interest therein). The information available through the Site and the Services is the property of DH, MWC, or the Provider, as applicable. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of DH or MWC trademarks, service marks, and logos are strictly prohibited without the prior written permission of DH or MWC. The immediately foregoing sentence also applies to any third-party trademarks, service marks, and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by DH, MWC, or the third party owner of such trademarks, service marks, or logos. The Site may contain other proprietary notices and copyright information, the terms of which you agree to follow.
DH may delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or ownership right of any other person or entity.
16. CAN SPAM Act and the Telephone Consumer Protection Act Compliance
DH and MWC are committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 7, above (“Consent to Receive Calls and Text Messages”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “How to Contact Us.”
You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit DH products or services in ways that would violate the CAN-SPAM ACT, the TCPA, or any other laws. You shall not infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; or infringe copyrights, trademarks, or other intellectual property rights.
You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold DH and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold DH and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against DH or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, or statutes. Your Account will be terminated for any of the above infractions.
17. Disclaimer of Warranties
DH DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. DH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. DH DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY DH ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY DH OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. DH DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES ANY PRESCRIPTIONS WILL BE WRITTEN FOR YOU. DH DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS ATTACHED TO ANY MEDICATIONS.
18. Limitation of Liability Regarding Use of Site
EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:
DH SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF MWC OR THE PROVIDERS. DH AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, OR LINKED WEBSITES IS TO STOP USING THE SITE OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF DH TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.
19. No Third-Party Rights
21. Supplemental Terms Applicable to Providers
To be a healthcare provider using the Site (“Provider” or “you”) you must be a physician or other healthcare professional contracted or employed by MWC or other authorized provider group, and duly licensed/registered under applicable state and international law, as required, and must agree to comply with all laws, professional licensing board rules and other rules and regulations applicable to you as a Provider or otherwise. You represent and warrant that, at all times while using the Site, you have medical malpractice insurance coverage satisfying the requirements of all jurisdictions in which you are licensed or registered. Your relationship with the DH users (including your patients) is directly between you and the patient. The patient will never have a physician-patient or provider-patient relationship with DH. DH does not practice medicine and offers no medical or healthcare services. As set forth more fully below, Provider and MWC (or your own provider group as applicable) are solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and MWC (or your own provider group as applicable) are solely responsible for all billings and collections from patients and other consumers, and DH shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.
DH does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical or healthcare issues associated with Provider and MWC (or your own provider group as applicable), or goods or services or Products offered by Provider and MWC (or your own provider group as applicable), including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues, and must not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under law. Provider and DH agree that DH is not providing, to the Site users or anyone else, medical advice or legal advice.
Provider will use the Site and Services only in accordance with applicable standards of good medical or healthcare practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including the provider-patient relationship, can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of medical or healthcare services to Provider’s patients. In this regard, Provider releases DH and waives any and all potential claims against DH as a result of Provider’s use of the Site and Services, and the provision of services to Provider’s patients.
As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold DH harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against DH, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services. Provider will obtain DH’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of DH or defect in the Site or Services. DH will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.
If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or our Site (“Provider Content”) or provide any Provider Content to patients or other consumers, you agree not to provide any Provider Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to DH that you have the legal right and authorization to upload all Provider Content at the Site. DH shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however DH desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such Provider Content or incorporate such Provider Content into any form, medium, or technology throughout the world. DH is and shall be under no obligation (1) to maintain any Provider Content in confidence; (2) to pay to you any compensation for any Provider Content; or (3) to respond to any Provider Content.
DH does not regularly review Provider Content but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Site. You grant DH the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Site or provide to patients or other consumers. DH and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.
Access Rights of the Provider’s Accounts
We offer the Services to Providers and to natural persons who are members of such Providers’ Authorized Workforce, as more fully described below. All persons who sign up for an account on behalf of a Provider must furnish, among other things, that Provider’s full legal name and fictitious business name(s) (i.e., trade name, d/b/a or “doing business as”) as part of the sign-up process. We treat the Provider in whose name the account is established as the owner of all accounts associated with such Provider, and we call this Provider the “Provider of Record.”
The Provider of Record is a party to this Agreement for all purposes and shall be subject to all of the provisions are applicable to the person addressed as “you” in this Agreement.” Although a member of a Provider of Record’s Authorized Workforce may have signed-up for an account or electronically entered into this Agreement, or may continue to administer Administrative Rights on the Provider of Record’s behalf, only the Provider of Record is entitled to any of the rights, remedies, or benefits under this Agreement and control over the Administrative Rights. The Provider of Record is likewise subject to, and we may enforce against, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations, warranties, waivers, and releases included in this Agreement. The Provider of Record may delegate Administrative Rights to one or more members of the Provider of Record’s Authorized Workforce, but the Provider of Record remains responsible for all activity occurring thereunder.
1. Authorized Representatives. An authorized representative of a Provider may obtain an account on behalf of such Provider, and may have administrative privileges on the account. We call the person(s) authorized to act on behalf of a Provider the “Authorized Representative(s)” of such Provider. The Provider and Authorized Representative may be the same person. If you are establishing an account or taking any action with respect to a Provider’s account, you represent and warrant that (a) you have the authority to act on such Provider’s behalf either as owner/principal or as a member of such Provider’s Authorized Workforce, (b) the information you submit is complete and accurate, and (c) you have the authority to enter into this Agreement on behalf of such Provider and bind such Provider to the covenants, obligations, restrictions, limitations, acknowledgements, consents, representations, warranties, grants, waivers and releases contained in this Agreement. If you are an Authorized Representative, you recognize that you have no personal rights with respect to such Provider’s account, and that such Provider may change the Authorized Representative at any time, for any or no reason, with or without notice.
2. Authorized Workforce. If you are a member of a Provider’s Authorized Workforce, and such Provider has authorized you to access the Services on its behalf by authorizing a DH Account ID or credential for you, then you are authorized under this Agreement to access the Services solely on behalf and at the direction of such Provider. As such, you may sign in and use the functionality of the Services solely on behalf and at the direction of such Provider. You consent to and authorize the disclosure to such Provider any content related to, or otherwise generated by your use of the Services, including secure messages. You hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, consents, representations and warranties set forth in this Agreement that are applicable to the person addressed as “you” in this Agreement, and you hereby grant and make all rights, waivers and releases set forth in this Agreement that are granted and made by the person addressed as “you” in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section to sign in and use the functionality of the Services solely on behalf and direction of such Provider. Notwithstanding anything else to the contrary herein, you acknowledge that your access to the Services may be terminated by the Provider or us at any time, for any reason or no reason at all, with or without notice. By (i) accessing any of the Services under a Provider’s Accounts, or (ii) contacting us by any means and requesting or directing us to take any action with respect to any Provider’s Accounts or data held by such account(s), or (iii) asserting any right or authority with respect to such account(s) or data, you represent and warrant that you have the authority to act on such Provider’s behalf and that you are not using the Services, or otherwise engaging in the activities described in clauses (i) through (iii) above, for the benefit or at the direction, of any person or entity other than such Provider, including yourself.
3. Your Workforce. Each member of your Authorized Workforce shall have and use a unique identifier. You will ensure that no member of your Authorized Workforce uses credentials assigned to another Authorized Workforce member. You may permit your Authorized Workforce to use the Services on your behalf, subject to the terms of this Agreement. You will:
– require each member of your Authorized Workforce to have unique DH credentials, and will provide the legal names of each such member for which you are seeking DH credentials;
– train all members of your Authorized Workforce in the requirements of this Agreement and the policies and procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;
– take appropriate disciplinary action against any member of your Authorized Workforce who violates the terms of this Agreement or the applicable DH provided policies and procedures for use of the Services;
– ensure that only the person to whom a specific set of DH credentials have been assigned accesses the Services with such DH credentials; and immediately notify us of the termination of employment of any member of your Authorized Workforce, or of your withdrawal of authorization for any such person to access the Services.
Business Associate Agreement
For purposes of this Section, terms not defined below or in the body of this Agreement (whether or not capitalized) have the definitions given to them in the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009, and all regulations promulgated thereunder, including the Privacy Rule and the Security Rule, as amended (collectively, “HIPAA”). “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in HIPAA but shall be limited to the information that we create, receive, maintain, or transmit on your behalf.
We may use and disclose your PHI as follows:
1. To provide the Services to you. Part of the Services includes the storage of your PHI in order to: (i) make it available to you and your Workforce for any legal purpose, including treatment, payment and health care operations; (ii) to facilitate the sharing of PHI among users and other parties with whom you or your Workforce member elect to share such information, and (iii) to make information available to your patients through DH. You may make PHI accessible to other users of the Services, other individuals and entities, or your patients through the Services for these purposes. Specifically:
1. We will permit unrestricted access to your PHI to you and your Authorized Workforce. You are responsible for ensuring that your use of the PHI is consistent with HIPAA and other applicable laws.
2. We will permit access to PHI to your patients to whom you have enabled access through DH.
3. With your consent, we will permit access to your PHI by health care providers, covered entities and their business associates to whom you have consented to provide access to the Services and who have otherwise agreed to integrate with our Services. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of your PHI, and the recipient may be subject to its own legal and regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulations.
4. We may use your PHI and Directory Information (defined below) to contact your patients on your behalf for any purpose for which you would be permitted to contact them, including:
1. For treatment and health care operations messages, including sending appointment notifications (such as appointment requests, confirmations, reminder, cancellations and the like) and messages about currently prescribed medications (including refill reminders), and post-visit treatment satisfaction surveys, invitations and administrative messages concerning DH access, and the like;
2. With your consent, to request an authorization on your behalf from your patients to use or disclose PHI for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing and research purposes. You agree that we may also use and disclosure your patients’ PHI as permitted by such authorization; and
• To provide information about health-related products or services that you provide, or that we provide on your behalf as your business associate.
1. From time to time, and to the extent permitted by HIPAA and other applicable law, we may incorporate information we receive from your authorized service providers, our third party partners, or covered entities (and their business associates) who are providing or paying for medical services for one or more of your patients, into the Services we provide to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information, prior authorizations, and prescription history; and shall, upon incorporation into the Services, be treated as your PHI for all purposes hereunder. You hereby authorize us to request and receive such information on your behalf from such authorized service providers or our third-party partners.
2. We may use or disclose your PHI for other purposes, as from time to time described in our Policies and Procedures; provided that we will not make or permit any such use or disclosure that would violate applicable law or regulation if made by you or your business associate.
2. To carry out our legal responsibilities or for our proper management and, provided that any such disclosures are either (1) Required by Law, or (2) we obtain reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies us of any instances of which it becomes aware in which the confidentiality of the information has been breached.
3. To provide Data Aggregation services to you as permitted by the Privacy Rule. This will include, for example, using your PHI to prepare analyses and reports such as activity or quality-metrics reports.
4. To create de-identified information in accordance with the requirements outlined in the Privacy Rule. Data that has been de-identified will no longer be subject to the terms of this Agreement and you hereby transfer and assign to us all right, title and interest in and to all de-identified information that we make from your PHI. You agree that we may use, disclose, market, license and sell such de-identified information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.
5. To the extent permitted by the Privacy Rule, we may create Limited Data Sets from your PHI, and disclose them for purposes of research, public health, and health care operations pursuant to a valid Data Use Agreement. You hereby authorize us to enter into Data Use Agreements on your behalf for the use of the Limited Data Sets, in accordance with HIPAA and other applicable law.
In creating, receiving, maintaining, or transmitting PHI on your behalf in accordance with this Agreement, we will:
1. Not use or disclose PHI except as permitted or required by this Agreement or as required by law (as such term is defined in 45 CFR § 164.103);
2. Use appropriate safeguards and comply, where applicable, with the requirements of the Security Rule with respect to electronic PHI to prevent the use or disclosure of such information in a manner inconsistent with the provisions of this Agreement;
3. Report to you any use or disclosure of PHI not provided for by this Agreement of which we become aware, including any Breach of Unsecured PHI as required by 45 CFR § 164.410, and any Security Incident of which we become aware; however, this Agreement serves as our notice to you that attempted but unsuccessful Security Incidents, such as pings and other broadcast attacks on our firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, regularly occur and that no further notice will be made by us unless there has been a successful Security Incident;
4. In accordance with 45 CFR §§ 164.502(e)(1)(ii) and 164.308(b)(2), as applicable, ensure that any subcontractors that create, receive, maintain or transmit PHI on our behalf agree to substantially the same restrictions and conditions that apply to us with respect to such PHI (it being understood, for the avoidance of doubt, that other users of the Services are not our subcontractors);
5. Make available to you your PHI in furtherance of your obligations under 45 CFR § 164.524;
6. Make available to you your PHI in furtherance of your obligations to amend and incorporate any amendments to such information in accordance with 45 CFR § 164.526;
7. Document and make available to your information necessary for you to provide an accounting of disclosures in accordance with 45 CFR § 164.528;
8. To the extent that we are to carry out your obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to you in the performance of such obligations;
9. Make our internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by us on your behalf, available to the Secretary of the United States Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule; and
10. At termination of this Agreement we will provide you with a copy of your PHI in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your PHI, and you may have to configure your systems in order to use your PHI in your practice. Upon termination we will, if feasible, return or destroy all PHI received from, or created or received by us on your behalf that we still maintain in any form, and retain no copies of such information; or, if such return or destruction is not feasible (whether for technical, legal, regulatory or operational reasons), extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.
Your Responsibilities with Respect to PHI
You are solely responsible for affording individuals their rights with respect to relevant portions of PHI, such as the rights of access, amendment, and accounting of disclosures. You will not undertake to afford an individual any rights with respect to information in the Services other than your PHI.
We apply the standards of the Privacy Rule in permitting access to the Services. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that you are solely responsible for ensuring that your PHI may properly be disclosed for the purposes set forth in this Agreement, subject to the restrictions of the Privacy Rule and applicable law, including those laws that may be more restrictive than the Privacy Rule. In particular, you will: (i) not make available to other users through the Services any information in violation of any restriction on use or disclosure (whether arising from your agreement with such users or under law); (ii) obtain all necessary consents, authorizations, or releases from individuals required for making their health information available through the Services for the purposes set forth in this Agreement; (iii) include such statements (if any) in your notice of privacy practices as may be required in connection with your use of the Services; and (iv) not place in the Services any information that you know or have reason to believe is false or materially inaccurate.
We may include your Directory Information (defined below) in our (a) “Public Provider Directories,” which are electronic directories for patients and the general public; and (b) “Professional Provider Directories,” which are electronic directories for Providers and other members of the healthcare community ((a) and (b) collectively, “Provider Directories”). Provider Directories may be made available in various electronic formats, including searchable databases, Provider landing pages, interactive reference tools, reference lists, and integrated look-up features, among others. They may also incorporate information designed to help users, such as integrated maps, and licensure confirmation tools, among others. Provider Directories may include a “contact” feature that allows users to contact other users directly through the Services. Our Public Provider Directory may be made available to public search engines to aid Provider discovery. Listing in the Provider Directories is subject to eligibility criteria, which may differ between the Public Provider Directory and Professional Provider Directory. “A Provider’s “Directory Information” includes the Provider’s name, name(s) of physicians or other healthcare professionals associated with a Provider, associated specialties, Provider’s business telephone number(s) and physical address(es), National Provider Identifiers (or NPI), and the Provider’s available appointment slots, as each is indicated from information a Provider has inputted or imported into the Services. The Directory Information may include additional information you input or upload into profile tools we make available in the Services (such as a profile photograph, accepted insurance, available office hours, a front desk email address, and the like), as and when such tools are available.
You agree that we may provide your personal information and information concerning your practice to any medical group, independent practice association of physicians, health plan or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may identify you, but will not identify any individual to whom you provide services. Such information may include aggregated data concerning your patients, diagnoses, procedures, orders and the like.
Provider is, and will remain, solely responsible for: (a) the provision of Services and all other professional medical services and aspects relating to Provider’s practice of medicine (for the avoidance of doubt, the Services shall be performed by Provider for appropriate visits as determined in Provider’s sole professional judgment), (b) documenting the Services in Provider’s clinical records, (c) billing and collecting for Services, (d) providing notice to and/or obtaining consent from any third-parties relating to the provision of Services through the Site, (e) ensuring the Site is used in accordance with applicable instructions, training materials and other online that may be made available by DH from time to time, (f) obtaining and maintaining—both the functionality and security of—all information technology software solutions and related services necessary to connect to, access or otherwise use the Site and Services, and (g) complying with applicable laws, rules, regulations, and standards imposed by government health care programs and other payors, licensing agencies and applicable accreditation bodies, including, without limitation, with respect to the provision of Services.
Provider represents and warrants to DH that Provider’s physician, licensed therapist and other licensed health care practitioner employees and contractors (each a “Practitioner”) are duly licensed without restriction to practice medicine, and are not (i) currently excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a-7b(f); (ii) convicted of a criminal offense related to the provision of health care items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs; or (iii) under investigation or otherwise aware of any circumstances which may result in Provider or any Practitioner from being excluded from participation in the Federal health care programs. For the avoidance of doubt, these shall be ongoing representations and warranties during the term of the Agreement. Provider shall immediately notify DH of any change in the status of these representations and warranties.
22. Dispute Resolution; Arbitration Agreement
We will try work in good faith to resolve any issue you have with Site, including Products and Services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.
YOU AND DH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DH agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
23. Force Majeure
25. Application Support; Functionality
All questions and requests relating to Site support must be directed to DH. To submit a support request, please email us at: for Direct Health -email@example.com . The Select Third Parties, as defined in Section 26, are not responsible for providing support for the application portions of the Site and may not be contacted for support. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services or the Site. Please note that we may change or remove functionality and other features of the Site at any time, without notice.
26. Modified Devices and Operating Systems
DH will have no liability for errors, unreliable operation, or other issues resulting from use of the Site on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Site on Modified Devices will be at your sole and exclusive risk and liability.
27. No Liability for Select Third Parties
28. Revisions; General
Copyright/Trademark Information. Copyright ©2023 Bender Medical Group Inc dba Direct Health. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
29. How to Contact Us
C/o Miramont Wellness Centers
4674 Snow Mesa Drive Ste 140
Fort Collins CO 80528
For Direct Health: (970) 225-5050
For Direct Health: firstname.lastname@example.org