Terms and Conditions
The Effective Date of these Terms and Conditions is March 18, 2020.
These Terms and Conditions (these “Terms”) form a binding legal agreement between you and Wiseman Innovations, LLC (“Wiseman”, “we”, “us”, and “our”) governing your use of the services, software, and websites provided by Wiseman (“Services”) as well as all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Services (“Content”). Subject to your acceptance of, and continued compliance with, these Terms, Wiseman hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services made available to you.
These Terms supersede any prior agreements or earlier versions of these Terms. Notwithstanding the foregoing, if you and Wiseman have executed a separate written agreement, such written agreement will control with regards to its subject matter in the event of any conflicts with these Terms.
Parties of this Agreement
You are one party to this contract and the other party to this contract is Wiseman Innovations, LLC, a limited liability company based in Texas.
Your Information & Your Permissions
We may need your permission to do things like hosting Your Information, backing it up, and sharing it when you ask us to. Our Services also provide you with features that may require our systems to access, store and scan Your Information. You give us permission to do those things, and this permission extends to trusted third parties we work with.
Sharing Your Information
Our Services may let you share Your Information with others, so please use caution when you share.
We encourage you to use a distinct and non-obvious username and password combination that is different from what you use for other services. You are responsible for maintaining the accuracy, completeness and confidentiality of Your Information, including your account and login credentials, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided Your Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep Your Information secure. If you discover any unauthorized use or suspect that anyone may be able to access the Services using your account, you should immediately change your password and notify our Customer Support team at email@example.com.
Some of the Services (including the 360Ribbon software) may display, use, or rely on data provided by your systems (including but not limited to patient or health information in your electronic record system) (any such information provided by you or your systems is included in the definition of “Your Information”) or that of third party providers (including, for example, clinical labs, pharmacies, imaging providers, payors, or other healthcare providers or networks) (collectively, “External Data”). Wiseman does not vet, and is not responsible for the accuracy or completeness of, any External Data or any outputs generated through use of the External Data. It is your responsibility to confirm and verify that all information contained in the Services are accurate before you use or share such information. You will not modify, move, add to, delete or otherwise tamper with the information contained in the Services provided by Wiseman, unless otherwise authorized by Wiseman.
You agree to transmit, disclose, and make available to Wiseman Your Information in a secure manner, in the form and format designated by Wiseman, and in compliance with all applicable laws. You shall be solely responsible for the security of Your Information during your transmission to Wiseman, and Wiseman shall have no liability to you or any other party for any breach or unauthorized access, use, or disclosure during such transmission.
Data transmitted to and from Wiseman Services may be encrypted for the user’s protection. However, the security of information transmitted through the Internet can never be guaranteed. Wiseman is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. User is responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of Wiseman’s Services. In order to protect you and your data, Wiseman may suspend your use of the Services, without notice, pending an investigation, if any breach of security is suspected.
You may not use or otherwise export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services are hosted and accessed by you, or where you use any of the Wiseman Services.
Finally, our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you’re over 18.
You represent, warrant, and agree that you will not:
- remove any trademark or copyright notices contained in the Services or Content;
- reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Services or Content;
- use manual or automated means to trawl, mine, scrape, frame, or mirror the Services or Content;
- disassemble, decompile or reverse engineer the Services or Content;
- attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Services or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts;
- interfere with or disrupt the operation of the Services or any other systems;
- violate any applicable local, state, national or international law;
- post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person;
- send unsolicited advertisements through the Services;
- use the Services in a way that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; or
- provide any false or misleading information or any information that you do not have the right or appropriate consents or authorizations to provide.
The Services may contain links to websites owned or operated by third parties. We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We do not endorse such third party Content (including External Data). We are not responsible for the accuracy or reliability of any Content provided by third parties (including External Data). We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Services. Any transactions agreed upon between you and such third parties are agreements between you and the applicable third party, and we are not party to any such transactions or agreements unless otherwise expressly stated. You are solely responsible for your interactions with any third parties.
Additionally, to the extent External Data or other Content is made available to you pursuant to your relationship with the applicable third party (e.g., your participation in an Accountable Care Organization or other network, or your relationship as an ordering provider of a lab or imaging company that provides data via the Services), you acknowledge and agree that the Services may cease providing or using such External Data or Content upon the termination or expiration of your relationship with such third party.
Some of our Services allow you to download our application and/or software which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the software, solely to access the Services. You are responsible for ensuring you have the necessary hardware, software (e.g., operating systems, browsers, etc.), and network connections to access and use the Wiseman software and other Services.
Right to Modify the Services
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Services, including changes that may affect the previous mode of operation of the Service. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, or your continued ability to access or share, Your Information and other data, and impose other limitations at any time, with or without notice.
In connection with any modification of the Services, Wiseman may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Services. Wiseman will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), Wiseman may require you to install the update to continue accessing the Services. In all cases, you agree to permit Wiseman to deliver these updates to you (and you to receive them) as part of your use of the Services.
Our Intellectual Property Rights
The Services and Content are protected by copyright, trademark, and other US and foreign laws. These Terms don’t grant you any right, title or interest in the Services, Content, or Wiseman trademarks, logos and other brand features. The Content available on or through the Services is the property of Wiseman, or its licensors or your and our data providers, and is protected by copyright, trademark, and other intellectual property laws. You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through the Services for commercial or public purposes. You may not use the trademarks, logos and service marks (“Marks”) for any purpose including, but not limited to use as “hot links” or meta tags in other pages or sites on the World Wide Web without the written permission of Wiseman or such third party that may own the Mark.
You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. We reserve the right to terminate and delete your account if you haven’t accessed our Services for an extended period of time.
We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WISEMAN AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. YOUR USE OF THE SERVICES AND THE PURCHASE AND USE OF ANY PRODUCTS ARE ALL AT YOUR SOLE RISK. THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WISEMAN DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RESULTING FROM ACCESS TO THE SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES OR OTHER THIRD PARTIES. Wiseman uses reasonable efforts to include accurate and up-to-date information when within its control; it does not, however, make any warranties or representations as to its accuracy or completeness. Wiseman periodically adds, changes, improves, or updates the information and other data without notice. Wiseman assumes no liability or responsibility for any errors or omissions in the content of the Services. Your use of the Services is at your own risk. The Services are intended to be informational, but you may not rely solely on the Services in making any decisions (including clinical, treatment, or other decisions regarding patient care). You are responsible for using your own professional medical judgment and reviewing any relevant data and information directly (not solely through the Services) when making decisions (including regarding clinical, treatment, or other decisions affecting patient care).
Some states do not allow certain disclaimers or limitations on warranties, so the above limitations may not apply to you.
Limitation of Liability
You also acknowledge that a variety of actions by Wiseman, yourself, or third parties may impair or prevent you from accessing Your Information or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that Wiseman has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any of Your Information. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. Wiseman does not warrant that your use of the Services will be uninterrupted or error-free.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WISEMAN, ITS AFFILIATES, AND THEIR OWNERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WISEMAN HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL WISEMAN’S, ITS AFFILIATES’, OR THEIR OWNERS’, OFFICERS’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’, SUPPLIERS’, OR CONTRACTORS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO WISEMAN FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.
Claims are Time-Barred
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Services or Products or otherwise under these must be filed within two (2) years after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.
Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against Wiseman, you agree to try to resolve the dispute informally by contacting LegalandCompliance@wisemani.com We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Wiseman may bring a formal proceeding.
We Both Agree to Arbitrate
You and Wiseman agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Dallas, Texas.
YOU AND WISEMAN AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER WISEMAN USERS.
If a party believes that the arbitrator has committed an error of law or legal reasoning, the party can appeal to a court of competent jurisdiction to correct any such error of law or legal reasoning. The arbitrator may award only monetary damages in accordance with this Agreement.
Exceptions to Agreement to Arbitrate
Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
Judicial Forum for Disputes
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Wiseman agree that any judicial proceeding will be brought in the federal or state courts of Dallas County (TX). Both you and Wiseman consent to venue and personal jurisdiction there.
No Class Actions
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.
These Terms and the relationship between you and Wiseman (including any dispute) shall be governed in all respects by the laws of the State of Texas, United States of America, as they apply to agreements entered into and to be performed entirely within Texas, without regard to its conflict of law provisions.
These Terms constitute the entire agreement between you and Wiseman with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.
Waiver, Severability & Assignment
Wiseman’s failure to enforce a provision of these Terms is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Wiseman may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
You agree to indemnify and hold Wiseman, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to your use of any of the Services or any External Data, any violation of these Terms, or any other actions connected with your use of the Services (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
We may change these Terms from time to time at our discretion. We will always post the then-current version of these Terms on our website and, where available, on the Services. Any update to these Terms will become effective upon such posting.
If we do update these Terms, you are free to decide whether to accept the terms or to stop using our Service; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
If, through accessing or using the Services, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
You acknowledge and agree that each affiliate of Wiseman shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
Finally, the section headings in these Terms are for convenience only and have no legal or contractual effect.