This User Agreement only applies to users of Wound Charts Electronic Medical Record.
"Health-related information" means all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care.
"Health service provider" means an entity that provides health-related services.
I. Wound Charts Software
The “Wound Charts Software” is defined as any computer, mobile or web-based application or software under Wound Charts’s control, whether partial or otherwise, in connection with providing the services provided by Wound Charts. The Wound Charts software provides a platform to store health- related information to make it available to you, the clinician or the clinic.
Medical Advice. Wound Charts does not give medical advice. The Wound Charts software may provide helpful information, warnings, reminders and suggestions to assist you in medical decision-making. The information and materials available through the Wound Charts software are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the Wound Charts software. You will be solely responsible for any services you provide. In addition, we are not affiliated, recommend or endorse any provider of health care or health-related products, items, or services.
Wound Charts does not screen its users or verify information communicated through the Wound Charts software, though Wound Charts has the right to monitor such information. Wound Charts does not have responsibility for the conduct of such users, including the information posted by users. Contact us to report any inappropriate or illegal conduct or content you encounter on the Wound Charts software.
You agree to comply with any additional terms required by our third-party vendors and suppliers, as necessary, to use parts of the Wound Charts software. Third-Party Services. Your use of the Wound Charts software may include certain third-party software and services or allow you to access additional software and services offered by third-parties. Your use of such software or services may require that you enter into separate subscription, licensing, and/or business associate agreements with such third-party vendors and suppliers. You agree: (i) to comply with and, upon request, execute such agreements as may be required for the use of such software or services; (ii) that Wound Charts may disclose individually identifiable health information to these third-parties on your behalf. You may allow employees to use the Wound Charts software on your behalf. You are responsible for the use and misuse of the Wound Charts software by the employees and patients you allow to access certain accessible information in Wound Charts software.
No Third-Party Access.
Responsibility for Misuse by Other Users of Your Account. You acknowledge that by allowing employees and patients to access the Wound Charts software with your account, you are responsible for ensuring such employees and patients use the Wound Charts software for the purposes for which they are accessing it. While the Wound Charts software has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the Wound Charts software by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law. You represent and warrant that you received any necessary consents from individuals before posting their information in the Wound Charts software.
Individuals’ Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the Wound Charts software.
Exporting Information from the Wound Charts software.
You are solely responsible for any health- related information exported from the Wound Charts Software by you or the employees and patients that you allow access from your account. You represent and warrant that you will export and subsequently use protected health information only as permitted by HIPAA and applicable federal and state law.
Transferring Information into the Wound Charts Software.
You may be able to transfer information from your or third-party data sources into the Wound Charts Software. You represent and warrant that you have all necessary patient authorization for such data transfers and that such data transfers will comply with HIPAA and other applicable federal and state law.
Training and Compliance.
Compulsory Information Disclosure.
You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the Wound Charts Software. You will cooperate fully with us in connection with any such demand.
You are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.
II. Protected Health Information Practices
When we maintain or process protected health information, we comply with HIPAA and a Business Associate we have formed with you. You agree that our practices with respect to protected health information are governed by the Health Insurance Portability and Accountability Act of 1996, and any amendments and regulations promulgated therefrom (“HIPAA”).
You agree to use the Wound Charts Software only as permitted by HIPAA and other applicable data privacy laws.
As part of our internal compliance control, to the extent Wound Charts uses third party business processing outsourcing vendors in connection with our provision of the Wound Charts Software, we reserve the right to conduct an audit of their operations in our discretion.
Patient-Collected Data. For the avoidance of doubt, each of Wound Charts, You, as well as each patient/end-user of Yours (a “Patient”) and Wound Charts Inc. (the entity) shall have rights to use the Patient-Collected Data. As used herein, the “Patient-Collected Data” shall mean the PHI that is collected in connection with Your use of the Wound Charts Software. In the event that Patient requests its Patient-Collected Data from Wound Charts whether during the then applicable Contract Term (as defined in Your Agreement) or after the expiration or termination of this Agreement, Wound Charts shall use its reasonable efforts to provide the Patient-Collected Data to a Patient. As used herein, “PHI” shall mean individually identifiable health information, as that term is defined in 45 C.F.R. § 160.103.
Additionally, Wound Charts shall have the right to either provide or not provide the Physician Data to any third parties.
III. Service Access, Account Creation and Secure Credentials If you create an account on behalf of a health service provider, you agree you have the authority to do so and that you are binding the health service provider. We may take steps to verify you are a health service provider.
You are responsible for your log-in credentials and for keeping your account information accurate.
You are responsible for any activity resulting from the use of your log-in credentials on the Wound Charts Software.
Owner of Account and Health-Related Information. The primary account holder (i.e., health service provider) holds the legal rights to the Wound Charts Software account and the information posted to the Wound Charts Software by your business entity.
Accurate Account Information. You represent and warrant that the information you provide to Wound Charts upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Verification. You agree that we may take steps to verify your identity and credentials as a health service provider at any time. You agree that we may use and disclose information, including “Confidential Information,” about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the Wound Charts Software at any time if we are unable at any time to determine or verify your qualifications or credentials.
Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your account and access credentials, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Wound Charts Software.
Notification in Case of Breach. You agree to notify us immediately of any breach in secrecy of your log- in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Wound Charts support. You will be solely responsible for the losses incurred by Wound Charts and others (including patients) due to any unauthorized use of your account that takes place prior to notifying Wound Charts that your account has been compromised.
Additional Use Terms. You shall access the Wound Charts Software and Wound Charts Content only: (i) through Your Authorized Users acting within the scope of their service for You; (ii) on Wound Charts’s servers as authorized by Wound Charts; (iii) for Your internal use; and (iv) from and within the United States including its territories.
Third-Party Browser Extensions. Extensions are small software programs, developed by third parties, that can modify and enhance the functionality of Your browser. Extensions may have privileges, including the ability to read, record and/or modify Your private data, including PHI. These extensions are installed by individual users into the browser on their computers and are utilized at users’ own risk. Further, such extensions are not affiliated with Wound Charts and Wound Charts does not have visibility into which extensions any user may use. Wound Charts assumes no risk of loss of data or breach of such data due to Your use of browser extensions.
Prior to using the Wound Charts Software, if You have one (or more) of these extensions enabled in Your browsers, Wound Charts recommends completely removing all of these extensions immediately as disabling the extensions may not be sufficient to protect Your PHI. We recommend that You only access the Wound Charts Software from supported browsers that have all plugins and extensions removed.
Further, installing any third-party software on Your operating system may also subject You to the same risks as using browser extensions. Wound Charts has no liability to You due to damages caused by any third-party software, including, without limitations, browser extensions.
Wound Charts may communicate with you by email or by posting notice on the Wound Charts Software. You may request that we provide notice of security breaches in writing. You agree to receive email from us at the email address you provided to us for informational and customer service-related purposes. Electronic Notices. By using the Wound Charts Software or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Wound Charts Software. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Wound Charts Software or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please contact us.
V. Wound Charts’s Content Ownership and Use
Wound Charts owns all of the content we create, but you may use it while you use the Wound Charts Software. You cannot use our logo without our written permission. The contents of the Wound Charts Software include: means the Wound Charts website, the Wound Charts Software, materials, Wound Charts Software descriptions, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by Wound Charts, including all data and information included in or entered into the Wound Charts Software that Wound Charts compiles, sorts, integrates, normalizes, analyzes, maps, stores, processes, selectively aggregates and/or combines with multiple disparate data sources, for comparison, benchmarking or other similar and lawful purposes, as well as edits, improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing (collectively, “Wound Charts Content”). All Wound Charts Content and the compilation (meaning the collection, arrangement, and assembly) of all Wound Charts Content are the property of Wound Charts or its licensors and are protected under copyright, trademark, and other laws.
Wound Charts Marks. Wound Charts, the Wound Charts logo, and other Wound Charts logos and product and service names are or may be trademarks of Wound Charts (the “Wound Charts Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Wound Charts Marks.
VI. Confidential Information
"Confidential Information" means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), 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. Your Confidential Information shall include the content you post to the Wound Charts Software, not including personal and health-related information; Wound Charts Confidential Information shall include the Wound Charts Software, customer feedback, and information relating to the performance, reliability, or stability of the Wound Charts Software, operation of the Wound Charts Software, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
VII. Intellectual Property Rights and Your License to Use
You, or the people who allow you to use their content, own all of the content you create using the Wound Charts Software. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better on the Wound Charts Software.
It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights. Wound Charts Claims No Ownership. The Wound Charts Software may provide you with the ability to create, post, or share content (“Your User Content”). Wound Charts claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Wound Charts Software. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the Wound Charts Software, any right, title, or interest in or to such content delivered via the Wound Charts Software or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
VIII. Copyright Policy
Let us know if you think a user has violated your copyright using the Wound Charts Software, or if you think someone incorrectly reported that you violated his or her copyright. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Wound Charts Software infringe your copyright, you (or your agent) may send Wound Charts a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed; Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Wound Charts Software are covered by a single notification, a representative list of such works); Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Wound Charts to locate the material on the Wound Charts Software; Your name, address, telephone number, and email address (if available); A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Wound Charts a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Wound Charts Software should be sent to Wound Charts support. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
IX. Suggestions and Submissions
Do not send us your ideas for a new business or functionality. If you do, we can use them without compensating you. Wound Charts appreciates hearing from its users and welcomes your comments regarding the Wound Charts Software. Please be advised, however, that Wound Charts does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those which we have specifically requested. While Wound Charts values your feedback on our services, clinical workflows, medical templates or other feedback with respect to the Wound Charts Software or Wound Charts Content (collectively, “Feedback”), please be specific in your comments and do not submit creative ideas. If, despite this request, you send Wound Charts creative ideas, Wound Charts shall: own, exclusively, all now known or later discovered rights to the Feedback; not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. For the avoidance of doubt, You shall, and hereby do, hereby irrevocably assign to Wound Charts Your entire right, title and interest in and to the Feedback without restriction.
X. User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk. By using the Wound Charts Software you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the Wound Charts Software. Wound Charts does not endorse any, nor is it responsible for, User Content on the Wound Charts Software. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
Make good use of Wound Charts Software, do not try to harm or steal our hard work.
If you do not act acceptably and responsibly, we may refuse to provide the Wound Charts Software to you. We reserve the right to suspend or terminate your account and prevent access to the Wound Charts Software for any reason, at our discretion. We reserve the right to refuse to provide the Wound Charts Software to you in the future.
XII. Wound Charts’s Liability
We are not liable for anything our users do when using the Wound Charts Software. We may also change the Wound Charts Software at any time and are not liable for how this may affect you. We don’t guarantee the quality or accuracy of any content you view using the Wound Charts Software or other websites. Changes to the Wound Charts Software. We may change, suspend, or discontinue any aspect of the Wound Charts Software at any time, including hours of operation or availability of the Wound Charts Software or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the Wound Charts Software, including payment processors and speech- to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the Wound Charts Software. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Wound Charts of all claims, demands, and damages in disputes among users of the Wound Charts Software. You also agree not to involve us in such disputes. Use caution and common sense when using the Wound Charts Software. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Wound Charts Software, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the Wound Charts Software. Use the Wound Charts Software at your own risk.
We make no promises and disclaim all liability of specific results from the use of the Wound Charts Software.
Released Parties Defined. “Released Parties” includes Wound Charts and our affiliates, officers, employees, agents, partners, and licensors.
A. DISCLAIMER OF WARRANTIES
You use the Wound Charts Software at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE Wound Charts SOFTWARE IS AT YOUR SOLE RISK, AND THE Wound Charts SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR (INCLUDING ANY AND ALL THIRD PARTY) SERVICES OFFERED BY BUSINESSES LISTED ON THE Wound Charts SOFTWARE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE Wound Charts SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THE Wound Charts SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Wound Charts SOFTWARE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE Wound Charts SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Wound Charts SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the Wound Charts Software. If you use the Wound Charts Software in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR YOUR PATIENTS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Wound Charts HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE Wound Charts SOFTWARE OR THE Wound Charts CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Wound Charts SOFTWARE OR YOUR USE OF THE Wound Charts CONTENT; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Wound Charts SOFTWARE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE Wound Charts SOFTWARE, THE Wound Charts CONTENT, ANY THIRD PARTY SOFTWARE OR SERIVCES, OR YOUR USE OF BROWSER EXTENSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Wound Charts SOFTWARE OR YOUR USE OF Wound Charts CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
Arbitration, Class Waiver, and Waiver of Jury Trial
Updated: February 2021