Terms & Services
The following Standard Terms of Service (the “TOS”) are made part of and incorporated into your
UDT Software,Service Agreement with UDT Software, LLC, a Florida limited liability company
(together with its subsidiaries and affiliates, “UDT Software, LLC” “we” or “us“) and govern your
and all users’ rights and responsibilities in connection with use and access the Service provided by
UDT Software thereunder. THESE TOS ARE LEGALLY BINDING on UDT Software and you as a
“user” of the Service in any capacity for any reason whatsoever. EACH TIME YOU LOG IN AND/OR
CLICK “I AGREE,” OR BY OTHERWISE ACCESSING OR USING THE SERVICE FOR ANY REASON, YOU
ARE ENTERING INTO THESE TOS AND YOU AGREE TO BE BOUND BY THEM, BOTH ON YOUR OWN
BEHALF AND AS AN AGENT OF YOUR EMPLOYER, ORGANIZATION, OR OTHER ENTITY ON BEHALF
OF WHICH YOU ARE ACCESSING THE SERVICE. SUCH EMPLOYER, ORGANIZATION, OR OTHER
ENTITY IS LIKEWISE BOUND TO ALL THESE TERMS TO WHICH YOU ARE ASSENTING. Please read
these TOS carefully, and do not access or use the Service if you are unwilling or unable to be bound
by these TOS. You and we are collectively referred to as the “Parties.”
For the purposes of these TOS, certain terms used in these TOS (whether or not capitalized) shall
have the meanings assigned to them in Section 1 below. Terms not defined below or in the body of
these TOS (whether or not capitalized) have the definitions given to them in the Service Agreement
or HIPAA, as applicable.
“Administrative Rights” means the rights to administer and direct the use of a Client’s account,
including the authority to provide, request, issue, administer and limit the access rights to other
User accounts issued to such Client’s Authorized Workforce, as well as the rights to integrate,
connect, or otherwise share Your Information with, or receive Protected Health Information from,
third parties through the Service.
“Authorized Workforce” means those natural persons who are members of your Workforce who you
have identified (by their legal names, and the legal names of their employers) in your account as
authorized to access the Service on your behalf.
“BAA” means the UDT Software Business Associate Agreement,
“Beta Features” means any component of the Service not generally available to all Clients and
clearly designated as beta, pilot, limited release, developer preview, non-production or by a
notification or to you, whether contained in the Service or not, or description of similar import.
“Client” means the legal organization that executed the Service Agreement.
“Clinical Data Exchange” means the exchange, with your Consent, of Protected Health Information
(and Your Personal Information as necessary) between You and covered entities (and their
business associates) for any permitted purpose, including, to the extent applicable, care
coordination, performance or quality measurement programs, and risk adjustment, and other
treatment, payment or health care operations purposes.
“Confidential Information” means any information relating to our business, financial affairs, current
or future products or technology, trade secrets, workforce, customers, or any other information
that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as
confidential or as having value to our competitors. “Confidential Information” does not include
information that we make publicly available or that becomes known to the general public other
than as a result of a breach of an obligation by you. “Confidential Information” does not include
individuals’ health information.
“Consent” means consent or authorization by a user of the Service allowing us to take actions
described under these TOS, which the user of the Service may give in an electronic communication
to us or by use of the features of the Service (such as “share,” “transmit,” “refer,” “authorize,”
“opt-in,” “agree” or toggling or selecting an action through a settings or activation page located
within the Service, and the like). Such Consent may apply to an individual case or situation, or may
apply globally or programmatically based on variables that apply to an overall situation or
circumstance (whether through a settings or preference page, a global “opt-in” or otherwise).
“Credentials” means any unique identifier, password, token, credential, any combination thereof, or
other means we may utilize from time to time for authorizing access to all, or any portion of, the
“De-Identified Health Information” means health information that has been de-identified in
accordance with the provisions of the Privacy Rule.
“De-Identified Information” means De-Identified Health Information and De-Identified Personal
“De-Identified Personal Information” means Personal Information from which all identifiers that
could reasonably be anticipated to identify an individual by an anticipated recipient – such an
individual’s name, contact information, or government identifiers – have been removed.
“De-Identify,” means (i) with respect to Personal Information, to make such information into
De-Identified Personal Information, and (ii) with respect to health information, means to make such
health information into De-Identified Health Information.
“HIPAA” means the administrative simplification provisions of the Health Insurance Portability and
Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule
and the Security Rule, as amended.
“HITECH Act” means the Health Information Technology for Economic and Clinical Health Act of
2009, and regulations promulgated thereunder.
“Personal Information” means information that includes an individual’s name, contact information,
government identifiers, or includes identifiers that could reasonably be anticipated to identify an
individual personally by an anticipated recipient.
“Policies and Procedures” means our rules, regulations, policies and procedures for access to and
use of the Service, as changed from time to time.
“Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Part 160 and Part 164, Subparts A and E, as amended.
“Protected Health Information” has the meaning given it in the Privacy Rule.
“Security Rule” means the Security Standards for the Protection of electronic Protected Health
Information at 45 CFR Part 160 and Part 164, Subparts A and C, as amended.
“Service” means our electronic health record services, including our electronic medical record
services, practice management services, other operations workflow solutions and other services
provided by us to you.
“Service Agreement” means these TOS together with (and as part of) your UDT Software Records
Service Agreement with all exhibits and any signed or initialed addendum including the following:
● Negotiated Terms
● Price List for the Services
“SLA” means the UDT Software Service Level Agreement
“Term” means the length of time the Service Agreement is in effect until otherwise terminated as
provided in any exhibit or addendum to the Service Agreement.
“TPTOS” the UDT Software Third Party Terms of Service available online
“User” (capitalized) means a natural person who has been authorized, pursuant to these TOS, to
access the Service on your behalf; a “user” (un-capitalized) shall mean any user of the Service. As
a “user” you are bound by these TOS, along with any employer, organization, or other entity for
which you are acting as an agent.
“Workforce” means a Client’s employees, agents, principals, volunteers, trainees, contractors, and
other persons whose conduct, in the performance of work for Client, is under the direct control of
such Client, whether or not they are paid by the Client. This includes third-party companies with
which you may contract for services, including but not limited to third-party billers, information
technology professionals, and any other service provider that performs services on your behalf.
“Your Health Information” means Protected Health Information that you or your Workforce input or
upload onto the Service, or that we otherwise receive from you or on your behalf from your
patients, authorized service providers, or our third-party partners pursuant to these TOS (including
“Your Information” means information that you or your Workforce input or upload onto the Service,
including Your Personal Information and Your Health Information.
“Your Personal Information” means Personal Information that you or your Workforce enter or
upload onto the Service.
In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation.” The word “will” shall be construed to have the same meaning and
effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect
as “and/or.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be
construed to refer to these TOS. The headings used in these TOS are used for convenience only
and are not to be considered in construing or interpreting these TOS.
2. Grant of Right to Use the Service
2.1 We grant to you and you accept a non-exclusive, personal, non-transferable (except as
expressly permitted in Section 20.2), limited right to access and use the Service during the Term,
subject to your full compliance with the terms and conditions set forth in these TOS and with our
Policies and Procedures. You will not: (a) use the Service for time-sharing, rental or service bureau
purposes; (b) make the Service, in whole or in part, available to any other person, entity or
business; (c) copy, reverse engineer, decompile or disassemble the Service, in whole or in part, or
otherwise attempt to discover the source code to the software used by the Service; or (d) modify,
combine, integrate, render interoperable, or otherwise access for purposes of automating data
conversion or transfer, the Service or associated software with any other software or services not
provided or approved by us. You will obtain no rights to the Service except for the limited rights to
use the Service expressly granted by the Service Agreement and these TOS. You are bound by
these TOS, along with any employer, organization, or other entity for which you are acting as an
agent or accessing Service.
2.2 The Service may include access to certain third-party software, services, data or applications
that require that you enter into separate agreements with third parties. Your access to such
third-party software services shall be subject to the TPTOS at all times. We may also make
available optional services, either directly or through integrations with the Service, provided by third
parties, such as billing, electronic prescribing, clinical laboratory interfaces, reporting services and
verification of benefit services, among others as further contemplated in Section 11 below. You
consent to the TPTOS and will comply with and, upon request, execute, any agreements or
acknowledgments that may be required for the use of such software or services, and hereby agree
products included in the Service or made accessible to you through the Service. Additionally, your
use of the Service or of such third-party products or services will constitute your agreement to be
bound by the terms of all licensing, subscription and similar agreements relating to such use.
3.1 Access Rights of Clients and their Authorized Workforce.
3.1.1 Client. We offer the Service to the Client and to natural persons who are members of the
Client’s Authorized Workforce, as more fully described in this Section 3.1. We treat the Client in
whose name the Service Agreement was executed and Instance established as the owner of all
User accounts associated with such Client. The Client is a party to these TOS for all purposes and
shall be subject to all of the provisions that are applicable to the person addressed as “you” in
these TOS. Although a member of a Client’s Authorized Workforce may have logged into your
Instance and accessed the Service and electronically consented to these TOS, or may continue to
administer Administrative Rights on the Client’s behalf, only the Client is entitled to any of the
rights, remedies or benefits under these TOS and control over the Administrative Rights. The Client
is likewise subject to, and we may enforce against it, all of the covenants, obligations, restrictions,
limitations, acknowledgements, Consents, representations, warranties, waivers and releases
included in these TOS. The Client may delegate Administrative Rights to one or more members of
the Client’s Authorized Workforce, but the Client remains responsible for all activity occurring
3.1.2 Authorized Representatives. An authorized representative of a Client may have
administrative privileges on a Client’s Instance. We call the person(s) authorized to act on behalf
of a Client the “Authorized Representative(s)” of such Client. The Client and Authorized
Representative may be the same person. If you are taking any action with respect to a Client’s
Instance, you represent and warrant that (a) you have the authority to act on such Client’s behalf
either as owner/principal or as a member of such Client’s Authorized Workforce, (b) the
information you submit to us is complete and accurate, and (c) you have the authority to enter into
these TOS on behalf of such Client and bind such Client to the covenants, obligations, restrictions,
limitations, acknowledgements, Consents, representations, warranties, grants, waivers and
releases contained in these TOS. If you are an Authorized Representative, you recognize that you
have no personal rights with respect to such Client’s Instance, and that such Client may change the
Authorized Representative at any time, for any or no reason, with or without notice. You are bound
by these TOS, along with any employer, organization, or other entity for which you are acting as an
3.1.3 Authorized Workforce. If you are a member of a Client’s Authorized Workforce, and such
Client has authorized you to access the Service on its behalf by authorizing a Credential for
you, then you are authorized under these TOS to access the Service solely on behalf and at the
direction of such Client. As such, you may log in in and use the functionality of the Service solely
on behalf and at the direction of such Client. You consent to and authorize the disclosure to such
Client any content related to, or otherwise generated by your use of the Service, 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 these TOS that are applicable to the person addressed
as “you” in these TOS, and you hereby grant and make all rights, waivers and releases set forth in
these TOS that are granted and made by the person addressed as “you” in these TOS, 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 these TOS other than the limited, non-exclusive, non-transferable,
personal right under this Section 3.1.3 to sign in and use the functionality of the Service solely on
behalf and at the direction of such Client. Notwithstanding the applicable provisions at Section 16,
you acknowledge that your access to the Service may be terminated by the Client or us at any time,
for any reason or no reason at all, with or without notice. By (i) accessing any of the Service under
a Client’s account(s), or (ii) contacting us by any means and requesting or directing us to take any
action with respect to any Client’s account(s) 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 Client’s behalf and that you are not using the Service, 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 Client, including yourself.
3.1.4 All other “users”. If you are a “user” as defined herein, 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
these TOS that are applicable to the person addressed as “you” in these TOS, and you hereby grant
and make all rights, waivers and releases set forth in these TOS that are granted and made by the
person addressed as “you” in these TOS, 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 these TOS. Nothing in
this section authorizes or shall be deemed to authorize your use of the Service and if your use is
not expressly permitted under these TOS, you may be held directly liable and required to pay
damages to UDT Software for improperly accessing the Service.
3.2 Beta Features; Updates.
3.2.1 Beta Features. If you are invited to access any Beta Features of the Service or you access
any Beta Features of the Service, you acknowledge that: (a) such features have not been made
commercially available by UDT Software; (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) UDT Software 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. You assume all risk
arising from use of such features, including, without limitation, the risk of damage to your
computer system or the corruption or loss of data. We may in our sole discretion discontinue Beta
Services at any time, and may never make them generally available.
3.2.2 Updates. We will be updating the service from time to time to add new features and fix bugs.
These updates usually take a few seconds, but sometimes require a longer suspension of the
Service. In such cases, we will notify you at least 48 hours in advance, and we will strive to
schedule it so that your business is minimally impacted. We also provide software to support
special features for tablets and other devices. If you use this software, it will automatically check if
your version is current. If it is not, you may be required to install a newer version before access to
the Service is allowed.
3.3 Verification.You agree that your use of the Service, or certain features or functionality of the Service, may be
subject to verification by us of your identity and credentials as a health care provider or health care
professional under applicable law, and to your ongoing qualification as such. You agree that we
may use and disclose Your Personal Information 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. Notwithstanding the applicable provisions at Section 16, you agree
that we may terminate your access to or use of the Service at any time if we are unable at any time
to determine or verify your identity, qualifications or credentials.
3.4 Permitted Uses
3.4.1. Subject to the terms of these TOS, you may use Your Health Information for any purpose
expressly permitted by applicable law, including treatment, payment and health care operations.
3.4.2 If you are granted access rights to another user of the Service’s Protected Health Information
through the Service, you may use such information for treatment and for obtaining payment for
treatment; provided that, except as expressly authorized in our Policies and Procedures, (i) you
may access only information pertaining to individuals with whom you have a treatment relationship
or for whom a Client who has a treatment relationship with the individual has requested a
professional consultation from you, or from whom you have received authorization to use their
health information; and (ii) to the extent applicable to you, you may use only the minimum
necessary information for performing billing any services.
3.4.3 You will not use the Service for any purposes other than those described in Section 3.4.1 or
Section 3.4.2. In particular, you will not:
(a) reproduce, publish, or distribute content in connection with the Service that infringes any third
party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary
(b) use the Service to transmit illegal, obscene, threatening, libelous, harassing, or offensive
messages, or otherwise unlawful material.
(c) duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or allow any
person that is not part of the Authorized Workforce to access the Service without the express
written permission of UDT Software’s Chief Executive Officer (“CEO”).
(d) Except as expressly permitted in writing by UDT Software ‘s CEO, you may not modify, port,
adapt, make screen captures from or translate the Service.
In addition, to further safeguard the confidentiality, integrity and availability of the information and
other elements housed in the Service, as well as the stability of the Service, you agree you will not,
nor attempt to, or authorize anyone to, or attempt to:
(e) (i) abuse or misuse the Service, including gaining or attempting to gain unauthorized access to
the Service, or altering or destroying information housed in the Service; (ii) use the Service in a
manner that interferes with other users’ use of the Service; (iii) use the Service in any manner that
violates our Policies and Procedures; or (iv) use any ad blocking mechanism, device, or tool to
prevent the placement of advertisements in the Service;
(f) Circumvent any technical measures we have put in place to safeguard the Service or the
confidentiality, integrity or accessibility of any information housed thereon, or any technical
measures we have put in place to restrict access to the Service solely to the class of persons
expressly so authorized pursuant to Sections 3.1.1 through 3.1.3; and
(g) Access any portion of the Service other than with a commercial browser (such as Internet
Explorer, Mozilla Firefox, Chrome, Android or iOS) or through mobile applications developed and
operated by us.
(h) Use any macro, robot, spider, offline reader, site search/retrieval application, or other manual
or automatic device, tool, or process to access, retrieve, index, data mine, or in any way reproduce
or circumvent the navigational structure or presentation of the Service.
3.5 Clinical Support Information; Information Exchange.
We may provide information to assist you in clinical decision-making. This may include information
and reminders concerning drug interactions, allergies, dosages, as well as general health-care
related information and resources. We may also provide forums for our users to exchange
information. You agree that the information and materials available through the Service 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. Information may be
placed in the Service by us and by third parties beyond our control. We are not responsible for the
accuracy or completeness of information available from or through the Service. You assume full
risk and responsibility for the use of information you obtain from or through the Service, and
neither we nor any of our licensors or data providers are responsible or liable for any claim, loss, or
liability arising from use of the information. We do not recommend or endorse any provider of
health care or health-related products, items or services, and the appearance of materials in the
Service relating to any such products, items or services is not an endorsement or recommendation
of them. You will review the definitions, functionality, and limitations of the Service, and to make
an independent determination of their suitability for your use. We and our suppliers, partners and
licensors disclaim all warranties, whether expressed or implied, including any warranty as to the
quality, accuracy, and suitability of the information provided by the Service for any purpose.
3.6.1 You will implement and maintain appropriate administrative, physical and technical
safeguards to protect information within the Service. Such safeguards shall comply with federal,
state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you
are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel,
systems, and administrative processes used by you or members of your Workforce to transmit,
store and process electronic health information through the use of the Service.
3.6.2 You will immediately notify us of any breach or suspected breach of the security of the
Service of which you become aware, or any unauthorized use or disclosure of information within or
obtained from the Service, and you will take such actions to mitigate the breach, suspected breach,
or unauthorized use or disclosure of information within or obtained from the Service as we may
direct, and will cooperate with us in investigating and mitigating the same. You have consented to
the terms and conditions of the BAA for the purposes of compliance with HIPAA.
3.7 User Identification.
We authorize you and your Authorized Workforce to use the Credentials uniquely assigned to, or
selected by, each such individual User. You acquire no ownership rights in any such Credentials,
and such Credentials may be revoked, reset or changed at any time in the discretion of us or the
Client. You will adopt and maintain reasonable and appropriate security precautions for your
Credentials to prevent their disclosure to or use by unauthorized persons. Each member of your
Authorized Workforce shall have and use a unique identifier. You will ensure that no member of
your Workforce uses Credentials assigned to another Workforce member.
3.8 No Third-Party Access.
Except as required by law, you will not permit any third party (other than persons who satisfy the
definition of Authorized Workforce, and in all cases meet the requirements of Section 3.1.3) to use
or access the Service without the prior written consent of UDT Software’s CTO. Nor will you
authorize or assist any person or entity in accessing, or attempting to access, any portion of the
Service via any means other than a commercial browser (such as Internet Explorer, Mozilla Firefox,
Chrome, iOS or Android) or a mobile app that we have authored and provided to you. You will
promptly notify us of any order or demand for compulsory disclosure of health information if the
disclosure requires access to or use of the Service. You will cooperate fully with us in connection
with any such demand. You will also notify us if any person or entity, whether or not a member of
your Authorized Workforce, (a) attempts to access the Service by any means other than a
commercial browser, (b) claims to offer a service or system that “integrates with” our Service or (c)
requests to use your Credentials or requests that you obtain Credentials in order to access the
Service in a manner that would violate these TOS if you engaged in such activity.
3.9 Your Workforce.
You may permit your Authorized Workforce to use the Service on your behalf, subject to the terms
of these TOS. You will:
3.9.1 require each member of your Authorized Workforce to have unique Credentials, and will
provide the legal name(s) of each such member for which you are seeking Credentials;
3.9.2 train all members of your Authorized Workforce in the requirements of these TOS and the
Policies and Procedures relating to their access to and use of the Service, and ensure that they
comply with such requirements;
3.9.3 take appropriate disciplinary action against any member of your Workforce who violates the
terms of these TOS or the Policies and Procedures;
3.9.4 ensure that only the person to whom a specific set of Credentials have been assigned
accesses the Service with such Credentials; and
3.9.5 be bound by these TOS, along with any employer, organization, or other entity for which you
are acting as an agent.
3.10 Personal Health Record.
UDT Software may at some point enable the Service to make available to your patients portions of
their medical records through a web-based personal health record portal that we would operate on
your behalf (a “Patient Portal“). If and when the Patient Portal becomes available, you would be
responsible for granting Patient Portal access privileges to your patients, either on an individual
basis or for your entire patient population. You would also be solely responsible for the information
that you make available through a Patient Portal. Health information included in Patient Portals, if
and when they become offered as part of the Service, will be held and administered by us on your
behalf subject to the terms of these TOS and our business associate obligations stated in
We may offer forums for the exchange of information among our users. You will comply with all
applicable forum rules. In particular, you understand that we do not assure the accuracy, reliability,
confidentiality or security of information made available through the use of such forums. You
acknowledge that any information you post in a forum is available to the public, and may result in
your receiving communications from others outside of our site. You are responsible for
safeguarding the privacy of your and your patients’ personal information when you participate in
forums, discussion groups and the like. You agree not to disclose individually identifiable health
information through such forums.
3.12 Compliance with Law.
You are solely responsible for ensuring that your use of the Service complies with applicable law,
including laws relating to the maintenance of the privacy, security, and confidentiality of patient
and other health information. You will not grant any user, including members of your Authorized
Workforce, any rights to access or use our Service that they would not be allowed to have under
applicable laws. We offer no assurance that your use of the Service under the terms of these TOS
will not violate any law or regulation applicable to you. You acknowledge that we may share Your
Information with third parties if we determine in good faith that disclosure of Your Information is
necessary to (i) comply with a court order, warrant or other legal process, (ii) protect the rights,
property or safety of UDT Software or others, (iii) investigate or enforce suspected breaches of
these TOS, or (iv) allow our third-party partners to comply with their obligations under federal or
3.13 Professional Responsibility.
You will be solely responsible for the professional and technical services you provide. We make no
representations concerning the completeness, accuracy or utility of any information in the Service,
or concerning the qualifications or competence of persons who placed it there. We have no liability
for the consequences to you or your patients of your use of the Service.
You will cooperate with us in the administration of the Service, including providing reasonable
assistance in evaluating the Service and collecting and reporting data requested by us for
purposes of administering the Service.
You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their
respective affiliates, officers, directors, employees and agents, from and against any claim, cost or
liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the Service
by you or your Workforce; (b) any breach by you or your Workforce of any representations,
warranties or agreements contained in these TOS; (c) the actions of any person gaining access to
the Service under Credentials assigned to you or a member of your Workforce; (d) the actions of
anyone using Credentials assigned to you or any member of your Workforce that adversely affects
the Service or any information accessed through the Service; and (e) your negligent or willful
misconduct, or that of any member of your Workforce. Your indemnification obligations in these
TOS (including this Section 3.15) are cumulative, and are not intended to, nor do they, limit your
indemnification obligations elsewhere in these TOS or at law, even if such obligations arise or are
occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
4. Use of Information
4.1 Purpose of Service.
The purpose of the Service is to store Your Health Information and (i) to make it available to you
and your Authorized Workforce for any legal purpose, including treatment, payment and health care
operations; (ii) to facilitate the sharing of individuals’ health information among users and other
parties with whom you or your Authorized Workforce members elect to share such information, and
(iii) if and when a Patient Portal becomes available, to make health information available to your
patients through the Patient Portal. You may make Your Health Information accessible to other
users of the Service, other individuals and entities, or to your patients through the Service for these
purposes. You authorize us, as your business associate under the BAA, to use and disclose Your
Information as follows:
4.1.1 We will permit unrestricted access to Your Health Information to you and your Authorized
Workforce. You are responsible for ensuring that your use of Your Health Information is consistent
with the relevant legal restrictions.
4.1.2 We will permit access to Your Information by health care providers, covered entities and their
business associates to whom you have Consented to provide access to the Service and who have
otherwise agreed to integrate with our systems. We will obtain your Consent before we make Your
Health Information available to other providers, covered entities and their respective business
associates. 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 Health Information, and the recipient may be
subject to its own legal or 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 regulation.
4.1.3 We may disclose or permit access to Your Information to entities such as, but not limited to,
health plans, health care clearinghouses, medical groups, independent practice associations, your
authorized service providers and other parties responsible for payment and their business
associates for the purpose of obtaining (or confirming eligibility or authorization for) payment for
services you provide, unless you advise us in writing that, with respect to a specific service
provided to a specified patient, such patient has paid out of pocket in full for the service to which
the health information relates, and has requested that it not be disclosed to his or her health plan.
4.1.4 We may De-Identify Your Information, and use and disclose De-Identified Information for any
purpose whatsoever, including as provided by Section 5 and Section 7.2.
4.1.5 We may create limited data sets from Your Health Information, and disclose them for any
purpose for which you may disclose a limited data set; and you hereby authorize us to enter into
data use agreements on your behalf for the use of limited data sets, in accordance with applicable
law and regulation.
4.1.6 We may use Your Information in order to prepare analyses and reports, such as activity or
quality-metrics reports, or any other reports the Service makes available. Preparation of such
analyses and reports may include the use of data aggregation services relating to your treatment
and health care operations, which we may perform using Your Health Information. Such reporting
will be done in a manner that does not make any disclosure of Your Health Information that you
would not be permitted to make.
4.1.7 We may use Your Information for the proper management and administration of the Service
and our business, and to carry out our legal responsibilities, which may include us disclosing such
information to one of our business associates that has entered into a business associate
agreement in accordance with Section 9.4 below. We may also disclose Your Information for such
purposes if the disclosure is required by law (as such term is defined in 45 CFR §164.103), or we
obtain reasonable assurances (as such term is interpreted or applicable in connection with or
under HIPAA) from the recipient that it will be held confidentially and used or further disclosed only
(a) as required by law (as such term is defined in 45 CFR §164.103), or (b) for the purpose for
which it was disclosed to the recipient, and the recipient notifies us of any instances of which it is
aware in which the confidentiality of the information has been breached. Without limiting the
foregoing, we may permit access to the system by our contracted system developers under
appropriate confidentiality agreements.
4.1.8 We may use Your Health Information and Directory Information (defined below) to contact
your patients on your behalf for any purpose for which you would be permitted to contact them,
(a) For treatment and health care operations messages, including sending appointment
notifications (such as appointment requests, confirmations, reminders, cancellations and the like)
and messages about currently prescribed medications (including refill reminders), or post-visit
treatment satisfaction surveys, invitations and administrative messages concerning Patient Portal
access, and the like;
(b) With your Consent, to request an authorization on your behalf from your patients to use or
disclose their health information for any purpose for which use or disclosure may be made with an
appropriate authorization, including research purposes. You agree that we may also use and
disclose your patients’ health information as permitted by any such authorization; and
(c) To provide information about health-related products or services that you provide, or that we
provide on your behalf as your business associate.
4.1.9 From time to time we may incorporate information we receive from your authorized service
providers (including Third-Party Applications as discussed in Section 11.2), 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 Service 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 Service, be treated as “Your Health Information” 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.
4.1.10 We may use or disclose Your Health Information 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
4.1.11 We may use Your Information to provide you with notifications regarding Your patients’
potential eligibility for certain programs, including savings programs, coupons, sampling,
educational, safety, adherence or treatment support materials or other programs which you may
choose to share with your patients (“Patient Support Programs“) as well as to administer the
Support and Assessment Resources more fully described in Section 6 below. These notifications
and materials are not a substitute for your professional medical judgment pertaining to the
appropriateness of any such program for a given patient and you should discuss any such
programs or materials with your patients directly. We may receive remuneration from the funding
sources or sponsors for presenting you with Support and Assessment Resources or displaying
their advertisements. In connection with offering or operating such Patient Support Programs or
Support and Assessment Resources, we may share personally identifiable information about you
for the purposes of program administration, and for assessing program eligibility, effectiveness or
performance. We will only share such information with partners who are subject to confidentiality
obligations. Additionally, we may disclose Personal Information about you to administrators of the
Patient Support Programs or Support and Assessment Resources for recordkeeping, corporate
integrity or regulatory reporting purposes.
4.2 Responsibility for Misuse by Other Users.
You acknowledge that in granting access to the Service for the purposes set forth in Section 4.1,
we will rely on the assurances of the recipients of the information as to (i) their identity and
credentials, (ii) the purposes for which they are accessing the system, and (iii) the nature and
extent of the information to which they will have access. You acknowledge that, while the Service
will contain certain technical safeguards against misuse of the Service, it will rely to a substantial
extent on the representations and undertakings of users of the Service. You agree that we will not
be responsible for any unlawful access to or use of Your Health Information by any user resulting
from the user’s misrepresentation to us, or breach of the user’s user agreement or our Policies and
4.3 Specially Protected Information.
We apply the standards of the Privacy Rule in permitting access to the Service. 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 Health Information
may properly be disclosed for the purposes set forth in Section 4.1, 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:
4.3.1 not make available to other users through the Service any information in violation of any
restriction on use or disclosure (whether arising from your agreement with such users or under
4.3.2 obtain all necessary consents, authorizations or releases from individuals required for
making their health information available through the Service for the purposes set forth in Section
4.3.3 include such statements (if any) in your notice of privacy practices as may be required in
connection with your use of the Service; and
4.3.4 not place in the Service any information that you know or have reason to believe is false or
4.4 Health Record Sharing.
With your Consent, we may make parts of your online heath record for any patient you designate
accessible to any other user of the Service or any third party whom you approve, but subject to the
technical limitations of the Service generally. You may revoke your Consent with respect to any
other user at any time. While your Consent is in effect, an approved user may only view any health
record you have designated for his or her access. If you revoke your Consent, the approved user
will continue to have the ability to view the health record in the form in which it existed at the time
you revoked your Consent, but will not be able to view changes made to the record thereafter. The
same rules apply to your use of another user’s record who approves access by you. You and your
Workforce are fully responsible for the information in any chart that you share. You or your
Workforce should not share patient information that violates any state or federal laws. In any
event, but especially in cases of potential fraud, misuse or abuse of the Service, we reserve the
right, in our sole judgment, to revoke, remove, cancel or deny any request to share online health
records as part of the Service.
4.5 Client Directories.
We may include your Directory Information (defined below) in our (a) “Public Client Directories,”
which are electronic directories for patients and the general public; and (b) “Professional Client
Directories,” which are electronic directories for Clients and other members of the healthcare
community ((a) and (b) collectively, “Client Directories“). Client Directories may be made available
in various electronic formats, including searchable databases, Client landing pages, interactive
reference tools, reference lists, ratings, and integrated look-up features, among others. They may
also incorporate information designed to help users, such as integrated maps, and licensure
confirmation tools, reviews, among other matters. Client Directories may include a “contact”
feature that allows users to contact other users directly through the Service. Our Public Client
Directory may be made available to public search engines to aid Client discovery. Listing in the
Client Directories is subject to eligibility criteria, which may differ between the Public Client
Directory and Professional Client Directory. A Client’s “Directory Information” includes the Client’s
name, name(s) of physicians or other healthcare professionals associated with a Client,
associated specialties, Client’s business telephone number(s) and physical address(es), National
Client Identifiers (or NPI), and the Client’s available appointment slots, as each is indicated from
information a Client has inputted or imported into the Service. The Directory Information may
include additional information you input or upload into profile tools we make available in the
Service (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.
4.6 Care Coordination and Clinical Data Exchange.
We will enable Clinical Data Exchange between You and your business associate(s) or those
covered entities (and their respective business associates), including health systems, Accountable
Care Organizations, payers, and laboratories who desire to transmit such data to you with respect
to patients they have a treatment or payment relationship or with whom you have Consented to
provide such data (all third parties collectively referred herein as “Transmission Partner“). While
such transmission integrations are in effect, such Transmission Partner may send and receive
clinical data to and from your account on a routine and recurring basis. You may disable an
integration with any Transmission Partner by contacting us through one of the methods described
at www.bluebookehr.com, but any clinical data already received by such Transmission Partner will
remain in its possession, subject to the terms of your independent agreements with such
Transmission Partner, if any. You are solely responsible for ensuring that You have all necessary
consents from Your patients applicable to the sharing of any of Your Health Information under
applicable law with respect to each Transmission Partner with whom you have Consented to share
any information under this Section 4.6.
5. Providing Physician Data to Payers and Others
Without limiting the provisions of Section 7.2, you agree that we may provide De-Identified Health
Information and other information (including 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.
6. Support and Assessment Resources; Advertising
We may also present to you, through the Service or through the use of Your Information, the
opportunity to utilize or engage in clinical decision support or assessment resources or
informational programs (“Support and Assessment Resources,” which may also include, for the
avoidance of doubt, Patient Support Programs (as previously described in Section 4.1.12)). We
may also place advertisements concerning the products and services of third parties throughout
the Service, so that you see them when you use the Service. Such Support or Assessment
Resources or advertisements may be funded or sponsored by third parties, and may include
branded or unbranded content about medical substance abuse related conditions, treatments and
products, or safety and regulatory information resources. They may also include opportunities to
participate in informational surveys or studies, or to discuss with your patients potential beta
programs, trials or other research programs, which may be funded by government grants. We may
receive remuneration from the funding sources or sponsors for presenting you with Support and
Assessment Resources or displaying their advertisements. In connection with offering or operating
such Support and Assessment Resources or delivering advertising, we may share personally
identifiable information about you for the purposes of assessing program eligibility, effectiveness
or performance with partners who are subject to confidentiality obligations. Additionally, if you
choose to engage or utilize one of the Support and Assessment Resources, you may be asked to
provide personal information that may be used to supplement Your Information as well as
information gathered as part of the program itself (e.g., responses to surveys). This information
will be used to provide the content or services described in the Support and Assessment
Resources or provide you with any gift or honoraria associated with the program. If you receive
remuneration for participating in a sponsored survey, for example, we may be required to provide
the funding source or sponsor with information about you for its recordkeeping, regulatory
reporting or measurement purposes. You acknowledge and agree that we or our authorized
representatives may contact you via email, phone, or text message at any time for any reason.
7. Intellectual Property Rights
7.1 Individually Identifiable Health Information.
You retain all rights with regard to Your Health Information so long as you keep your account
current and all balances due and owing are paid, and we will only use such information as
expressly permitted in these TOS.
7.2 De-Identified Information.
In consideration of our provision of the Service, you hereby transfer and assign to us all right, title
and interest in and to all De-Identified Information that we make from Your Information pursuant to
Section 4.1.5. 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. You acknowledge that
the rights conferred by this Section are a principal consideration for the provision of the Service,
without which we would not enter into these TOS.
7.3 Other Works and Information.
You hereby grant to us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide
and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, and display any information, material or work product – other than Your
Information that has not been De-Identified – you provide to this site or the Service. You agree that
we may use, disclose, market, license, and sell such information and works, including derivative
products, without restriction. This includes, for example, custom templates that you create using
the Service, and information (other than Your Information that has not been De-Identified) that you
contribute to forums, discussion groups and the like. You may provide content or material to this
site by uploading such content into the Service, participating in forums, discussion groups and the
like, or by using the site to create custom templates and the like. Furthermore, you agree that we
may use, disclose, market, license and sell such material or content, and that you have no interest
in the information, or in the proceeds of any sale, license, or other commercialization thereof. You
warrant and agree that any material you provide will not infringe or otherwise violate the
intellectual property or other rights of others, and will not be otherwise unlawful, infringing,
threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.
7.4 Trade Secrets.
In order to protect our trade secrets herein, you affirm that neither you nor any of your employers,
officers, executives, shareholders, partners, or other business associates of any kind are currently
or will become for a period of three (3) years after termination or expiration of any license granted
to access or use the Service, either directly or indirectly, an officer, executive, shareholder, partner,
employee, independent contractor, advisor, consultant, or any other business associate of any kind
of any business entity who does currently operate in or intends to enter into competition with us
during the period of time you are licensed to use the Service. If we come to know or have
reasonable cause to believe that you are in violation of this affirmation, we reserve the right to
immediately, permanently, and without notice terminate your access rights and privileges. Any
such use shall subject you, as well as any of your officers, executives, shareholders, or partners, to
legal action, which may include both civil and criminal penalties, as applicable. You acknowledge
that any such civil action may include, but is not limited to, relief sought in the form of: injunctive
relief; actual, punitive, statutory, or liquidated damages; any amount of unjust enrichment accrued
as a result of such use; and attorney’s fees.
If we come to know you or have reasonable cause to believe that you are in violation of this
affirmation, and your access and privileges have been terminated You will receive a hard drive with
all of Your Patient Health Information in a reasonable amount of time or by law.
You will not reverse engineer, decompile, disassemble, or otherwise attempt to discover or reduce
to human readable form the source code of the Service, except to the extent allowed under any
applicable law. Any attempt to do so must utilize a clean room design. If applicable law permits
such activities, any information so discovered must be promptly disclosed to us, and shall be
deemed to be our confidential proprietary information. You will not access the service for the
purposes of copying the flow, process, or any other Intellectual Property belonging to us for the
purposes of incorporating any such Intellectual Property into a competitive product. If you access
the service on behalf of or for the benefit of a competitor or for any competitive purposes, you
must immediately cease such access and report your unauthorized access to UDT Software at
In the event that, at the conclusion of any resulting litigation, the Service is held to have been
legitimately used in any manner to derive a new product, that derivative product may then only be
used for noncommercial purposes and may not be marketed, distributed, or otherwise made
available in any way. This provision shall not be read to authorize, explicitly or implicitly, use of the
Service in such a manner.
7.5. Copyright and Ownership.
All content included in or made available through any UDT Software product or service, such as
input screens and forms, charts, text, graphics, logos, button icons, images, audio clips, digital
downloads, and data compilations is the property of UDT Software, LLC or its content suppliers,
and is protected by United States and international copyright laws. The compilation of all content
included in or made available through the Service is the exclusive property of UDT Software, LLC
and is protected by U.S. and international copyright laws. All content posted on the Service by you
must comply with U.S. copyright law.
The Service is the intellectual property of and is owned by UDT Software. The structure,
organization, flows, processes, and source code of the Service (collectively, “Intellectual Property”)
are the valuable trade secrets and confidential information of UDT Software. The Service is
protected by law, including but not limited to the copyright laws of the United States and the
Florida Uniform Trade Secrets Act, and by international treaty provisions. Except as expressly
stated herein, this agreement does not grant you any intellectual property rights in the Service. All
rights not expressly granted are reserved by UDT Software, LLC
We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into
the Service any suggestions, enhancement requests, recommendations, or other feedback provided
by you relating to the operation of the Service.The look and feel of the Service, including the
process and flows, are copyright © 2018 BlueBookTM. All rights reserved. You may not duplicate,
copy, or reuse any portion of the HTML/CSS or visual design elements without the express written
permission of UDT Software’s CEO. Portions may be Patent Pending.
You are solely responsible for affording individuals their rights with respect to relevant portions of
Your Health Information, such as the rights of access and amendment. You will not undertake to
afford an individual any rights with respect to any information in the Service other than Your Health
9. Business Associate Agreement
You agree to be bound by the terms and conditions of the BAA, which is incorporated herein by
You agree and acknowledge that you will be required to acquire, install, configure and maintain all
hardware, software and communications systems necessary to access the Service and go through
all necessary training (your “Computer Systems“). Your Computer Systems will comply with the
specifications from time to time established by us. You will ensure that your Implementation is
compatible with the Service. If we notify you that your Computer Systems are incompatible with the
Service, you will eliminate the incompatibility, and we may suspend Service to you until you do so.
We are not responsible for the quality or efficacy of any Third-Party Service, or their information
privacy or security practices, and we have no responsibility for the information, goods or services
offered or provided by the operators of such Third-Party Service, or for the manner in which they
conduct their operations. Your use of Third-Party Service and the materials, information, goods and
parties operating or providing them, if any. You should assume that any Internet page or other
material that does not bear the official UDT Software or BlueBookTM logo is provided by a third
of any Third-Party Service, since they are subject only to the agreements you have with the
operators of such Third-Party Service, and not covered by these TOS. Further, the Third-Party
Service may use Your Information in a way that we would not. You further acknowledge that your
use of any Third-Party Service is on an “as-is” basis and is further subject to the TPTOS to which
you consent by entering into these TOS.
12.1 Service Fees.
You agree to pay all fees for the Service (the “Service Fees“), as set forth in the Exhibit A and the
Cover Sheet to the Service Agreement, to which you have access during the Term of these TOS. In
light of the fact that we incur the expense of hosting your Instance immediately after the Contract
Date, Maintenance Fees commence on the earlier of the Service Start Date or 60 days after
Contract Date, even if your implementation is not then yet complete. You also agree to pay, at our
then current rates, for all goods, services, or features that you utilize, or otherwise request from us
and that are not included in our standard services on Exhibit A to the Service Agreement
(“Miscellaneous Charges“). We will notify you of the applicable Miscellaneous Charges before
performing services or enabling features to which a Miscellaneous Charge will apply. We reserve
the right to change the Miscellaneous Charges at any time, or to add new fees or charges.
Notwithstanding the terms of Exhibit D to the Service Agreement, the Early Termination Buyout Fee
for all Service Agreements entered into on or before February 22, 2018 shall be the greater of (a)
the total of all Patient Fees, Maintenance Fees, and Lab or API fees generated during the twelve
(12) most recent full calendar months prior to termination; or (b) four (4) times all Patient Fees,
Maintenance fees, and Lab or API fees generated during the three (3) most recent full calendar
months prior to termination.
12.2 Implementation Fees..
The implementation of your Instance is considered complete and accepted by you, and Service
Start Date deemed commenced, upon the generation of the first patient medical record number
(“MR Number”). The Implementation Fee is considered fully earned by us on the Contract Date
even if an installment payment plan for such fees is offered to you. Although this Service
Agreement has no specified term, all remaining installments of the Implementation Fee remain due
and payable if the Service Agreement is terminated for any reason after the Contract Date.
The Service Fees and any Miscellaneous Charges shall be paid within fifteen (15) days of date of
invoice at the address set forth in the invoice, or such other address as may be set forth in our
Policies and Procedures. Payments are non-refundable.
12.4 Late Charges.
In the event payment is not made by the due date, we may discontinue your Service or charge the
greater of $250 per month per invoice or a Five Percent (5%) late fee for each month each invoice
remains unpaid, as allowed by law. A reconnection fee equal to one (1) month’s Service Fee shall
be assessed to re-establish connection after termination due to non-payment, in addition to all
unpaid Service Fees.
All charges and fees shall be exclusive of all federal, state, municipal, or other government excise,
sales, use, occupational, or like taxes now in force or enacted in the future, and you agree to pay
any tax (excluding taxes on our net income) that we may be required to collect or pay now or at any
time in the future and that are imposed upon the sale or delivery of items and services purchased
under these TOS. The amount we charge you for a Service may include certain taxes or charges
applicable thereto your purchase. If any tax or charge applicable is not charged by us, you
acknowledge that you are solely responsible for paying such tax or other charge.
12.6 Other Charges.
You are responsible for any charges you incur to use the Service, such as telephone and equipment
charges, and fees charged by third-party vendors of products and services.
12.7 Payment Information; Method of Payment.
By providing payment information to us, you hereby represent and warrant that you are authorized
to use the payment method you provide, that such information is accurate, and that we are
authorized to charge you for the applicable Service using the established payment method and the
information you provided. You are solely responsible for notifying us of any changes to your
13.1 You may not disclose our Confidential Information to any other person, and you may not use
any Confidential Information except for the purpose of these TOS. Except as otherwise provided in
these TOS, you may not, without the prior written consent of UDT Software’s CEO, at any time,
during or after the Term of these TOS, directly or indirectly, divulge or disclose Confidential
Information for any purpose. In addition, except for the purposes of using the Service, you will not
use Confidential Information for any other purposes. You will hold all Confidential Information in
strict confidence and take all measures necessary to prevent unauthorized copying, use, or
disclosure of Confidential Information, and to keep the Confidential Information from falling into
the public domain or into the possession of persons not bound to maintain its confidentiality. You
will disclose Confidential Information only to members of your Authorized Workforce who have a
need to use it for the purposes of these TOS. You will inform all such recipients of the confidential
nature of Confidential Information and will instruct them to deal with Confidential Information in
accordance with the terms of these TOS. You will promptly advise us in writing of any improper
disclosure, misappropriation, or misuse of the Confidential Information by any person, which may
come to your attention.
13.2 You agree that we will suffer irreparable harm if you fail to comply with your obligations set
forth in Section 13.1, and you further agree that monetary damages will be inadequate to
compensate us for any such breach. Accordingly, you agree that we will, in addition to any other
remedies available to us at law or in equity, be entitled to the issuance of injunctive relief to
enforce the provisions hereof, immediately and without the necessity of posting a bond.
14. Disclaimer, Exclusion of Warranties, and Limitation of Liability
14.1 Carrier Lines.
YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES WILL BE PROVIDED OVER VARIOUS
FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER
LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS,
SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES“) OWNED, MAINTAINED, AND
SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF
WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR, OR RELATING TO, THE
INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS
TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION,
LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE
TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK
AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
14.2 No Warranties.
ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED ON THE SERVICES IS PROVIDED
“AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL
WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL
ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN
THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY
AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA,
WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF
LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH
DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS
OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE
PROVIDERS OR THE SERVICES. NO UDT Software EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE
ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES, CONDITIONS, OR LIMITATIONS
CONTAINED IN YOUR SERVICE AGREEMENT OR THESE TOS.
14.3 Conditions for Breach.
We will not be deemed to be in violation of these TOS unless you have first given us written notice
specifying the nature of the default, and we have failed within thirty (30) days of receipt of the
notice either to cure the default or, if cure within such period is not practicable, to be diligently
proceeding to cure the default.
14.4 Other Users.
YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO AND ARE USING OUR SERVICES AND
THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT
ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY,
CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON
THE SERVICES RESULTING FROM ANY USER’S ACTIONS OR FAILURES TO ACT.
14.5 Unauthorized Access; Lost or Corrupt Data.
WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR
EQUIPMENT BY PERSONS USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO,
ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS,
PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT,
FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR
VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA
AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU
HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS,
OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR,
EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY
SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION
TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
14.6 Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TOS OR THE SERVICE AGREEMENT TO THE CONTRARY,
OUR AGGREGATE LIABILITY UNDER THE SERVICE AGREEMENT, REGARDLESS OF THEORY OF
LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THE
SERVICE AGREEMENT FOR THE TWO (2) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING
RISE TO THE CLAIM, UP TO A LIMIT OF $10,000 IN THE AGGREGATE.
You will obtain and maintain such policies of general liability, errors and omissions, and
professional liability insurance with reputable insurance companies as is usually carried by
persons engaged in your business covering the term of these TOS.
You will obtain and maintain such policies of general liability, errors and omissions, and
professional liability insurance with reputable insurance companies as is usually carried by
persons engaged in your business covering the term of these TOS.
16. Modification; Suspension; Termination
16.1 Termination upon Notice.
Absent any agreement to the contrary, you may terminate the Service Agreement in accordance
with the terms thereof.
We may update or change the Service or the terms set forth in these TOS from time to time.
Accordingly, we recommend that you review the TOS on a regular basis. You understand and agree
that your continued use of the Service after the TOS has been updated or changed constitutes your
acceptance of the revised TOS. Without limiting the foregoing, if we make a change to the TOS that
materially affects your use of the Service, we may post notice or notify you via email or our
website(s) of any such change.
16.4 Termination, Suspension or Amendment as a Result of Government Regulation.
Notwithstanding anything to the contrary in these TOS, we have the right, on notice to you,
immediately to terminate, suspend, or amend these TOS, without liability: (a) to comply with any
order issued or proposed to be issued by any governmental agency; (b) to comply with any
provision of law, any standard of participation in any reimbursement program, or any accreditation
standard; (c) if performance of any term of these TOS by either Party would cause it to be in
violation of law, or would jeopardize its tax-exempt status.
16.5 Judicial or Administrative Procedures; Credentialing.
We may terminate your Service Agreement and these TOS, and your access to the Service,
immediately upon notice to you: (a) if you are named as a defendant in a criminal proceeding for a
violation of federal or state law; (b) if a finding or stipulation is made or entered into that you have
violated any standard or requirement of federal or state law relating to the privacy or security of
health information in any administrative or civil proceeding; (c) you are excluded from participation
in a federal or state health care program; (d) you cease to be qualified to provide services as a
health care professional, or we are unable to verify your qualifications as such or (e) as otherwise
set forth in the Service Agreement.
16.6 Suspension of Access.
We may suspend access to the Service by you or any member of your Workforce immediately
pending your cure of any breach of these TOS, or in the event we determine in our sole discretion
that access to or use of the Service by you or the member of your Workforce may jeopardize the
Service or the confidentiality, privacy, security, integrity or availability of information within the
Service, or that you or the member of your Workforce has violated or may violate these TOS or our
Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that
any person is or may be making unauthorized use of the Service with any Credentials assigned to
you or a member of your Workforce. We may terminate the access of any member of your
Authorized Workforce upon termination or change in status of his or her employment with you. Our
election to suspend the Service shall not waive or affect our rights to terminate these TOS as
permitted under these TOS.
16.7 Suspension and Termination for Non-Use.
If your account does not show any new patients over the course of three (3) months, your account
may be suspended in our sole discretion. User access to the Service will be denied and the data
will be frozen. To reactivate a suspended account, you must contact email@example.com or
the help desk. There is no charge to reactivate an account in good standing with no past-due
balance. If your account remains suspended for three (3) months and you have not contacted us
to reactivate it, your account may be terminated in our sole discretion.
16.8 Obligations after Termination.
Upon termination of the Service Agreement for any reason, you will (i) cease all use of the Service
and (ii) pay the outstanding balance of any fees due to us. All provisions of the TOS which, by their
nature, should survive termination shall survive termination, including, but not limited to, Sections
1, 3.15, 5, 7, 9.10, 11.2, 12 through 15, 16.7, 17, 18, 19, 20.3, and 21 through 26.
You acknowledge that UDT Software invests considerable time and expense in the training of its
employees and independent subcontractors in the services to be provided under the Service
Agreement. You agree that for the full term of the Service Agreement, and for 2 years after its
termination, you 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
you as the Service provided by UDT Software, LLC any person employed by UDT Software at any
time during the term of the Service Agreement whose duties involve providing the Service, whether
for yourself or other UDT Software customers. In addition to equitable remedies, you acknowledge
and agree that actual damages in the event of a breach of this Section 17 are difficult to ascertain
at present. You have reviewed and found the amount of one hundred thousand dollars ($100,000)
to be a reasonable estimate of damages UDT Software would incur if you breach this Section 17.
You have reviewed and will not challenge this amount as unreasonable, and you agree that you will
not contest an order entering a judgment in this amount without delay and that you will not present
any defenses or counterclaims.
The interpretation of the Service Agreement, including these TOS, and the resolution of any
disputes arising out of or related to the Service Agreement, including these TOS shall be governed
by the laws of the State of Florida, without regards to its conflicts of laws provisions. If any action
or other proceeding is brought on or in connection with the Service Agreement, including these
TOS, the venue of such action shall be exclusively in the applicable state or federal courts in and
for Miami-Dade County, Florida.
19.1 EXCEPT FOR CLAIMS BY EITHER PARTY UNDER ANY OF THE SECTIONS OF THESE TOS
LISTED IN SECTION 19.2, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING
TO THE SERVICE AGREEMENT INCLUDING THESE TOS OR THE BREACH, TERMINATION,
ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF
THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE SUBJECT TO
FINAL AND BINDING ARBITRATION GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1
ET SEQ.). THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE ARBITRATOR IN
ACCORDANCE WITH THE JAMS STREAMLINED ARBITRATION RULES & PROCEDURES THAT ARE IN
EFFECT AT THE TIME ARBITRATION IS INITIATED, AS MODIFIED BY THESE TOS. JUDGMENT ON
THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT
PRECLUDE EITHER PARTY FROM SEEKING TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF IN
CONNECTION WITH AN ARBITRABLE CONTROVERSY, BUT ONLY UPON THE GROUND THAT THE
AWARD TO WHICH THAT PARTY MAY BE ENTITLED MAY BE RENDERED INEFFECTUAL WITHOUT
SUCH PROVISIONAL RELIEF.
19.2 THIS AGREEMENT TO ARBITRATE SHALL NOT APPLY TO INTELLECTUAL PROPERTY CLAIMS
BROUGHT BY UDT Software OR CLAIMS BY ANY PARTY BROUGHT UNDER AND TO ENFORCE ANY
ONE OR MORE OF THE FOLLOWING SECTIONS OF THESE TOS: 2.1; 3.1.2; 3.1.3; 3.2; 3.4.3(c), (d), or
(e); 3.8; 3.9; 17 or, TO THE EXTENT APPLICABLE TO THE FOREGOING SECTIONS, 16.6.
19.3 THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PRIVATE ATTORNEY
GENERAL IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL
PROCEEDING. BY ENTERING INTO THESE TOS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A
JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE
MORE THAN ONE PERSON’S CLAIM WITH YOUR CLAIMS OR OUR CLAIMS AND MAY NOT
OTHERWISE PRESIDE OVER ANY REPRESENTATIVE, CLASS, OR PRIVATE-ATTORNEY-GENERAL
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, IN ADDITION TO
REASONABLE ATTORNEYS’ FEES AND COSTS.
19.4 Any part of this agreement to arbitrate that shall prove to be invalid, void, or illegal shall in no
way affect, impair, or invalidate any other provision of these TOS to arbitrate, and such other
provisions shall remain in full force and effect.
20. Amending Client Information; Assignability of these TOS; Assurances
20.1 Amending Client Information.
If you are a Client, you are required to submit to us all information necessary to confirm yourself as
the Client, and maintain the accuracy of such information, in a timely fashion, during the term of
these TOS. You are also required to maintain the accuracy of all information associated with each
Credential. We shall be entitled to rely on all information you submit to us under these TOS,
including pursuant to Section 3.1 or this Section 20.1. If you contact us and assert that you have
authority to act on behalf of a Client or any of its account(s) or data, you hereby agree to submit to
us such written certifications, assurances (which may include a written opinion of your counsel
identifying us as beneficiaries entitled to rely on such opinion), instruments or judicial process as
we, in our sole discretion, may request.
The Service Agreement, including these TOS, may be transferred in its entirety by a Client in
connection with the sale, transfer or reorganization of all or substantially all of the practice or
business to which the Service Agreement relates; provided that each of the following conditions
are satisfied in full: (a) an authorized representative of the transferor or transferee notifies us in
writing of the transfer, the legal name of the transferee, and date of transfer; (b) the transferor or
transferee submits to us such written certifications, assurances (which may include a written
opinion of your counsel identifying us as beneficiaries entitled to rely on such opinion) or
instruments as we, in our sole discretion, may request; and (c) we are satisfied, in our sole
discretion, of the validity of the certifications, assurances or instruments submitted pursuant to
clause (b). Upon our recognition of a transfer by a Client, the Administrative Rights and all User
accounts of such Client’s Authorized Workforce shall automatically transfer to such Client’s
recognized transferee. Except as expressly set forth in this Section 20.2, you may not assign or
transfer the Service Agreement, including these TOS, in whole or in part, without the prior written
consent of UDT Software’s CEO, which may be withheld at our sole discretion. We may freely
assign the Service Agreement, including these TOS in connection with a merger, acquisition, or
sale of assets, or by operation of law or otherwise. In the event that the Service Agreement is
assigned or transferred by a Client in accordance with this Section 20.2, we may in our sole
discretion update the Service Agreement to the pricing on our most recent Price List as of the date
of such assignment or transfer.
By requesting or directing us to take any action described in Section 20.1 or Section 20.2 with
respect to any Client or any account(s) or data held by such account(s), you represent and warrant
that (i) you have the authority to act on such Client’s behalf or to control such account(s) or data,
and (ii) your request or direction is not in furtherance of any purpose or action that would violate
any provision of these TOS, applicable law or the rights of any person or entity. YOU HEREBY
WAIVE AND UNCONDITIONALLY RELEASE US, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS,
DAMAGES, DEBTS, LIABILITIES, EXPENSES, ACTIONS AND CAUSES OF ACTIONS OF EVERY KIND
AND NATURE, WHETHER NOW KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH
ANY ACTION WE TAKE OR DO NOT TAKE IN RESPONSE TO ANY REQUEST, DIRECTION,
INFORMATION, CERTIFICATION, ASSURANCE OR INSTRUMENTS WE RECEIVE FROM YOU IN
ACCORDANCE WITH SECTION 20.1 OR SECTION 20.2. ACCORDINGLY, YOU AGREE TO WAIVE THE
BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542
(OR SIMILAR PROVISIONS OF THE LAWS OF OTHER STATES), WHICH STATES,
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their
respective affiliates, officers, directors, employees and agents, from and against any claim, cost or
liability, including reasonable attorneys’ fees arising from: (a) any action we take in reliance on any
information, certification, assurance or instrument you provide to us, or (b) any action we take that
complies with any request or direction you at any time make or made.
No party to the Service Agreement, including these TOS, shall be deemed in violation if it is
prevented from performing any of its the obligations thereunder by reason of: (a) severe weather
and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d)
power failures; (e) nuclear or other civil or military emergencies; (f) acts of legislative, judicial,
executive, or administrative authorities; or (g) any other circumstances that are not within its
Any provision of the Service Agreement, including these TOS that shall prove to be invalid, void, or
illegal, shall in no way affect, impair, or invalidate any other provision of the Service Agreement.
Such other provisions shall remain in full force and effect and the unenforceable term or provision
shall be replaced by such enforceable term or provision as comes closest to the intention
underlying the unenforceable term or provision.
Any and all notices required or permitted under these TOS shall be sent by United States mail or
fax transmission to the address provided below or to such other and different addresses as the
Parties may designate in writing. If you supply us with an electronic mail address, we may give
notice by email message addressed to such address; provided that if we receive notice that the
email message was not delivered, we will give the notice by United States mail or fax.
UDT Software, LLC.
Attention: Chief Executive Officer
444 West Boynton Beach Blvd
Boynton Beach, FL 33435
To you, at the current contact information on file with us at the time notice is given.
24. No Third-Party Beneficiaries
Except as expressly provided for in Sections 2.2, 3.15, 14 and 20.3, nothing express or implied in
the Service Agreement, including these TOS, is intended to confer, nor shall confer, upon any
person or entity other than the parties and their respective successors or assigns any rights,
remedies, obligations, or liabilities whatsoever.
The Service gives you the ability to enter into agreements, authorizations, consents and
applications; make referrals; order lab tests; prescribe medications; or engage in others
transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS VIA THE
SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE YOUR ACKNOWLEDGMENT
THEREOF AND YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND
TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. You
represent and warrant that you have the authority to take such actions.
The Service is provided by us under these TOS on our website bluebookehr.com Your use of our Service is
Last updated February 26, 2018