Terms and Conditions
ABy using the service or clicking agree customer is agreeing to be bound by this agreement. If customer is agreeing to this agreement on behalf of or for the benefit of their employer, then customer represents and warrants that they have the necessary authority to agree to this agreement on their employer’s behalf. Please review section 10 closely, as it contains a binding arbitration process for resolving disputes instead of using the court process.
This agreement is between Corsia Services, Inc., a Honduras Limited (Corsia Services), and the customer agreeing to these terms (customer), and covers all services provided by Corsia Services to the customer.
1) Corsia Services Software Services
This agreement provides Customer access and use of the Corsia Services’s web based subscription services, as specified on the electronic or written order between the parties (Order).
2) Use of Services
a. Corsia Services Responsibilities
- Support. Corsia Services must provide customer support for the Service online at firstname.lastname@example.org
b. Customer Responsibilities
- Access by Employees and Contractors. Customer may allow its employees and contractors to access the Service in compliance with the terms of this agreement and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its employees and contractors.
- Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Service, use the Service beyond its internal operations or reverse engineer the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights), (iii) interfere with or disrupt the integrity or performance of the Service, (iv) attempt to gain unauthorized access to the Service or its related systems or networks, (v) reverse engineer the Service or remove or modify any proprietary marking or restrictive legends in the Service, (vi) use the Service in violation of any law, (vii) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes. Customer is solely responsible for Customer Information (defined below), must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify Corsia Services promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.
- Customer Information. All data, information, images and files entered or uploaded by Customer to the Service remains the sole property of Customer, as between Corsia Services and Customer (Customer Information), subject to the other terms of this agreement. Customer grants Corsia Services a non-exclusive, royalty-free license to modify, store, transmit and otherwise use the Customer Information for purposes of Corsia Services performing under this agreement. Notwithstanding the foregoing, if Customer’s access to the Services is suspended for non-payment of fees in accordance with Section 3(d), Corsia Services will have no obligation to provide Customer Information to Customer until Customer remedies such non-payment as provided in this agreement.
- Accuracy of Information Provided by Customer. Customer represents and warrants to Corsia Services that all Customer Information, Content (defined below) and other material provided under Customer’s account, by Customer or on its behalf, is true, correct and accurate. If Customer learns that any Customer Information or Content provided to Corsia Services as part of the Service is not true, correct or accurate, Customer must immediately notify Corsia Services by phone and in writing of this fact, and provide the true, correct and accurate information to Corsia Services. Corsia Services relies on Customer representations regarding the truth, accuracy and compliance with laws of Customer Information and Content. CORSIA SERVICES IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF CORSIA SERVICES.
- Aggregation Services and De-identified Data. Corsia Services may use protected health information to provide you with data aggregation services and to create de-identified data retaining any and all ownership claims related to the de-identified data it creates from protected health information. Corsia Services may use, during and after this agreement, all aggregate anonymized information and de-identified data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with applicable standards and regulations.
c. Additional Terms – Applicable to Corsia Services Marketing (Including Corsia Services DoctorBase)
- Content.Customers may upload or submit content, files and information to the Service (Content). As between Corsia Services and Customer, all Content belongs to Customer, and Customer hereby grants Corsia Services a non-exclusive irrevocable, perpetual, royalty free license to display, store, distribute, share, modify and otherwise use such Content for purposes of this agreement, including without limitation a license to syndicate the Content to third party publisher sites.
- Warranties.Customer represents and warrants to Corsia Services that:
- Any Content submitted to the Service does not violate any copyright, trade secret, privacy or other third party right,
- It will not submit any Content that is untrue, defamatory, harmful to any person, or violates State or Federal laws on patient privacy, and
- All patient testimonials submitted by Customer are accurate and have the patient’s consent, and comply with ethical guidelines of professional medical associations as well as state and local medical and private practice boards and governing bodies.
- Reminders.Customer agrees that by registering for the Service, including any request forms or use of communications features, constitutes a request for Corsia Services to send email, fax, phone call, or SMS reminders about upcoming appointments, special oﬀers, and upcoming events. Corsia Services is not responsible for any text messaging or data transmission fees. If Customer provides a cellular phone number and agrees to receive communications from Corsia Services, Customer specifically authorizes Corsia Services to send text messages or calls to such number. Customer represents and warrants it has the authority to grant such authorization. Customer is not required to consent to receive text messages or calls as a condition of using the Service and may opt out of such messages through the Services.
- Reviews & Opinions.Corsia Services does not endorse, validate as accurate, or necessarily agree with any of the reviews, links and user generated content from users or Customers on the Service. Corsia Services reserves the right to refuse to publish any patient review provided by Customer.
- The Service may attempt to send automated or human-based alerts when reviews are provided on third party websites, but Corsia Services does not guarantee the accuracy, completeness or timeliness of such alerts.
- Advertisements.Corsia Services reserves the right to place advertisements or messages from third parties on free claimed listings web pages as well as free versions of the Service. Such advertisements or messages from third parties may be visible to users as well as Customers.
General Payment Terms
Customer must pay all fees as specified on the Order and related services as incurred as specified. Unless otherwise stated in the Order, invoiced charges are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to Corsia Services and notifying Corsia Services of any changes to such information.
Billing Frequency and Methods
|Billing||Frequency and Method|
|Subscription fees||Billed monthly or prepaid annually|
|Transactional fees (ancillary services)||Billed monthly in arrears|
|Data storage fees||Billed monthly in arrears|
|Corsia Doctorbase Premium||Billed monthly in arrears|
- Adding or Removing Users (Monthly Payment). New (activated) Users will be charged on a pro-rata monthly basis, but removed (deactivated) Providers are charged for the last full month in advance.
- Adding or Removing Users (Annual Prepaid). New (activated) Users will be charged on a pro-rata annual basis.
Fees: All fees charged by Corsia Services are determined by the subscription level selected. All prices may change with 30 days electronic notice. You are responsible for keeping your email address updated with Corsia Services.
Discounts & Other Terms
- Refunds/Credits: Corsia Services Corsia Services does not refund or credit subscription fees for partial months (or quarters, if on an annual prepaid plan) upon a deactivation of a Provider or account cancellation.
- Practices: Must have at least one (active) Provider within a Practice for the Practice to remain active.
Patient Payment Credit Card Services
Payments can be collected with a credit card in CORSIA Billing (Practice Management) and then will be deposited directly in your bank account.
a. Credit Card and ACH
Customer must pay all fees with a credit card or via ACH upon receipt of an invoice from Corsia Services. If the credit card or ACH is not valid or the payment is not otherwise made, Customer must pay the amount owed upon receipt of an invoice. Customer hereby authorizes Corsia Services to charge such credit card or withdraw from Customer’s bank account via ACH for all purchased Services and related services, and any renewals.
Corsia Services’s fees do not include any taxes, levies or other similar governmental assessments (Taxes). Customer is responsible for the payment of all Taxes associated with its purchases under this agreement. Corsia Services is solely responsible for taxes assessable against Corsia Services based on its income, property and employees.
c. Suspension of Service for Non Payment
Corsia Services may suspend or terminate the Service, or both, if Customer has not paid amounts owed to Corsia Services when due. In advance of any suspension or termination, Corsia Services will make commercially reasonable efforts to send a minimum 10-day notice of payment default to Customer prior to suspension or termination (Customer is responsible updating its contact information with Corsia Services and notifying Corsia Services of any changes to such information).
d. Fee Changes
All fees may be changed with 30 days’ advance email notice to Customer. Customer is responsible for keeping its updated email address on file with Corsia Services.
4) Warranty/Service Level Agreement/Disclaimers
Corsia Services will make commercially reasonable efforts to maintain uptime of 99%.
b. Mutual Compliance with Laws
Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.
C. No Medical Advice Provided by Corsia Services
The Service do not provide medical advice, provide medical or diagnostic services, or prescribe medication. Use of the Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication history and allergies), obtaining patient’s consent to use the Service (including without limitation the Patient Portal), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions. Any use or reliance by Customer upon the Service will not diminish that responsibility. Customer assumes all risks associated with Customer’s clinical use of the Service for the treatment of patients. Neither Corsia Services nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or tangible property arising from any use of the Services.
D. Customer’s Compliance with Medical Retention Laws and Patient Records Access
Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent prior to using the Service (including without limitation the Patient Portal) and will apply settings to exclude information from availability in the Patient Portal as necessary to comply with state or federal law.
CORSIA SERVICES DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CORSIA SERVICES TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CORSIA SERVICES DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. CORSIA SERVICES DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER.
5) Mutual Confidentiality
a. Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Corsia Services’s Confidential Information includes without limitation the non-public portions of the Service.
b. Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors and clients (as the case may be) who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. The Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. In addition, each Party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers and lenders and their respective legal and financial advisors in connection with due diligence activities.
Confidential Information excludes information that: is or becomes generally known to the public without breach of any obligation owed to Discloser; was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; is received from a third party without breach of any obligation owed to Discloser; or was independently developed by the Recipient without use or access to the Confidential Information.
6) Proprietary Rights
a. Reservation of Rights by Corsia Services
The software, workflow processes, user interface, designs, know-how and other technologies provided by Corsia Services as part of the Service are the proprietary property of Corsia Services and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Corsia Services. Corsia Services reserves all rights unless expressly granted in this agreement.
7) Limits on Liability
a. No Indirect Damage. Corsia Services is not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, lost profits or revenues or loss of anticipated cost savings) arising under or related to this agreement, even if advised of the possibility of such loss or damage.
b. Limit. Corsia Services’s total liability for all damages arising under or related to this agreement (in contract, tort or otherwise) does not exceed the actual amount paid by Customer within the 6-month period preceding the event which gave rise to the claim
8) Term, Termination, and Return of Data
The applicable Services will continue for the duration specified in the Order, and will be automatically extended for additional consecutive terms unless either party provides notice of termination of no less than 10 days. This agreement continues until all Orders and Services are terminated.
c. Return of Data
Corsia Services will have no obligation to provide Customer Information to Customer upon termination of this agreement. Notwithstanding the foregoing, Corsia Services may retain Customer Information for 60 days from such termination and Corsia Services may provide Customer access to such information upon Customer’s request.
d. Customer Actions upon Termination
Upon termination, Customer must pay any unpaid fees and destroy all Corsia Services property in Customer’s possession. Customer, upon Corsia Services’s request, will confirm in writing that it has complied with this requirement.
e. Suspension or Termination of Service for Violation of Law or the Agreement
Corsia Services may immediately suspend or terminate the Service and remove applicable Customer Information or Content if it in good faith believes that, as part of using the Service, Customer may have violated a law or any term of this agreement. Corsia Services may try to contact Customer in advance, but it is not required to do so.
a. General Indemnity
To the extent allowed by applicable law, Customer must indemnify, defend, and hold harmless Corsia Services against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
- The use of the Service by Customer,
- Customer’s breach of any term in this agreement,
- any unauthorized use, access or distribution of the Service by Customer, or
- violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.
10) Governing Law and Arbitration
a. Governing Law
This agreement is governed by the laws of Honduras (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.
b. Prohibition of Class and Representative Actions
EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.
11) Other Terms
a. No Solicit or Hire Clause
Customer acknowledges that Corsia Services invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this agreement. Customer agrees that for the full term of this agreement, and for 2 years after its termination Customer will not solicit or employ in any capacity, whether as a direct employee, independent contractor or as a representative of another company providing similar services to Customer as Corsia Services, any person employed by Corsia Services at any time during the term of this agreement whose duties involve providing the Services, whether for Customer or other Corsia Services customers.
b. Consent to Electronic Notice, Communications and Transactions
For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Corsia Services may send email notices to the email address associated with Customer’s account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Corsia Services may send notices to the postal address provided by Customer. Corsia Services has no liability associated with Customer’s failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices. Customer will have the ability to enter into agreements, authorizations, consents and applications; make referrals; order lab tests; prescribe medications; or engage in others transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.
c. Entire Agreement and Changes
This agreement and the Order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless signed by both parties. Notwithstanding the foregoing, Corsia Services may modify this agreement by posting modified Terms of Service on the Corsia Services website and electronically notifying Customer of the changes thirty (30) days prior to the effective date of such changes. Customer agrees that by continuing to use the Service after posting of the modified Terms of Service, Customer agrees to be bound by the changes.
If Customer provides feedback or suggestions about the Service, then Corsia Services (and those it allows to use its technology) may use such information without obligation to Customer.
e. Beta Features
If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, Customer acknowledges that: (a) such features have not been made commercially available by Corsia Services; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) Corsia Services is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service. These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data.
f. No Assignment
Neither party may assign or transfer this agreement or an Order to a third party, except that this agreement with all Orders may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.
g. Electronic Notice
For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Corsia Services may send email notices to the email addresses associated with Customer’s account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Corsia Services may send notices to the postal address provided by Customer. Corsia Services has no liability associated with Customer’s failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices.
h. Independent Contractors and Enforceability
The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
i. No Additional Terms
Corsia Services rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this agreement and an Order, the Order prevails.
j. Survival of Terms
All terms survive termination of this agreement that by their nature survive for a party to assert its rights and receive the protections of this agreement. The Convention on Contracts for the International Sale of Goods does not apply.
k. Customer Name
Corsia Services may use Customer’s name and logo in customer lists and related promotional materials describing Customer as a customer of Corsia Services, which use must be in accordance with Customer’s trademark guidelines and policies, if any, provided to Corsia Services.