Vim Individual Provider Account Terms of Service

Last updated June 18, 2025

 

These terms of service (“Terms”), as may be amended from time to time, are between you (“Covered Provider”) and Vim, Inc. (“Vim”) and govern your access to and use of the Services and Vim Connect. These Terms, together with the Provider Business Associate Agreement (the “BAA”), Vim’s Privacy Policy, the Documentation (as defined below), and all appendices attached hereto and incorporated herein by reference, are collectively referred to as the “Agreement.” All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual.

PLEASE READ THESE TERMS CAREFULLY, AS THESE TERMS CONTAIN RIGHTS AND RESTRICTIONS ASSOCIATED WITH YOUR USE OF VIM’S SERVICES AND ANY DOCUMENTATION PROVIDED TO YOU BY VIM OR ITS AFFILIATES. THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND LIMITATION ON LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE VIM CONNECT THE SERVICES, ANY CANVAS APPLICATIONS, OR THIRD PARTY LINKS, IN ANY MANNER WHATSOEVER.

 

1. Definitions.

1.1 “Canvas Application(s)” means third party applications, developed and provided by third parties, which are made available on Vim Connect. 

1.2 “Canvas Developer(s)” means third parties, independent of Vim, who develop and provide Canvas Applications. 

1.3 “Covered Provider Content” means individually identified health information and clinical information provided or submitted by you or clinical information extracted from your EHR system, for use with Vim Connect, and/or the Services, and/or Canvas Applications. 

1.4 “Documentation” means any materials provided by Vim to Covered Provider describing the use and operation of Vim Connect.

1.5 “EHR” means any Electronic Health Record application or equivalent system. 

1.6 “Services” means any services provided by Vim to Covered Provider under this Agreement, including, but not limited to, the provision of Vim Connect. For clarity, Services do not include Canvas Applications or Third Party Links.

1.7 “Vim Connect” means the point-of-care bidirectional connection platform provided by Vim that connects Canvas Applications with Covered Providers’ EHR workflows.

 

2. Access to Vim Connect and the Services. 

2.1 Access and License. During the term of the Agreement, Vim shall provide you with a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Vim Connect and the Services. Vim Connect may only be used for business purposes and as permitted by the Agreement. Under no circumstances shall this Agreement be construed to grant any license to the United States Government or any governmental agency or political subdivision thereof. Nothing in this Agreement shall be read to grant a license of any kind whatsoever with respect to any Vim software or services that are not explicitly covered by these Terms.

2.2 Access to Canvas Applications. Your license to use any Canvas Application is granted by the applicable Canvas Developer and is further subject to such Canvas Application Third Party Terms (as defined below).

 

3. Canvas Applications.

3.1 Canvas Application Third Party Terms. You can add or request to add Canvas Applications available through Vim Connect. Each Canvas Application is provided subject to its separate terms and conditions, business associate agreements, privacy policies, and/or any other sales contracts or agreements as applicable, that govern your use of such Canvas Application (“Third Party Terms”).

3.2 DISCLAIMER. CANVAS APPLICATIONS ARE NOT PART OF THE SERVICES PROVIDED BY VIM, AND THE CANVAS DEVELOPERS ARE INDEPENDENT PARTIES OF VIM. WHENEVER YOU ENABLE OR USE A CANVAS APPLICATION, YOU ARE CONTRACTING DIRECTLY WITH THE CANVAS DEVELOPER, UNDER THE APPLICABLE THIRD-PARTY TERMS. YOUR USE OF ANY CANVAS APPLICATION IS AND REMAINS AT YOUR OWN RISK AND RESPONSIBILITY. Vim has no control over the content or processes of Canvas Applications or the Third Party Terms, and Vim shall not be liable for any damages that may arise from your use of Canvas Applications. Vim does not undertake any obligation to monitor Canvas Applications or their content, and Vim is not responsible for, and does not endorse, any Canvas Application or any content made available therein. Vim is not a party to the Third Party Terms between you and the Canvas Developer. The Canvas Developer is solely responsible for its content and warranties, as well as any claims that you may have related to the Canvas Application. Canvas Developers are solely responsible for providing maintenance and support for Canvas Applications. 

3.3 Canvas Application Use Restrictions. You will only use a Canvas Application together with such parts of the Services as per the intended functionality of such Canvas Application. 

3.4 No Guarantee. Vim doesn’t guarantee the availability of any Canvas Application and may remove, disable access to, or discontinue any Canvas Application at any time at its sole and absolute discretion. You shouldn’t rely on Vim to continue supporting any Canvas Application.  

3.5 Enabling Canvas Applications. 

3.5.1 Each Canvas Application has a dedicated application description page, available on Vim Connect, where you will find essential information about the Canvas Application, including the permissions you grant the Canvas Application to the Covered Provider Content, and/or your EHR. Such permissions are set by such Canvas Application, and you should review such permissions carefully prior to adding or requesting to add a Canvas Application. Avoid enabling or using a Canvas Application if you do not wish to grant it the permissions required by such Canvas Application for its functionality. 

3.5.2 Without derogating from the foregoing, by enabling and/or using a Canvas Application, you authorize and direct Vim to disclose Covered Provider Content to the applicable Canvas Developers according to the Third Party Terms and permissions as described above, in order for Vim to support and facilitate your use of such Canvas Application. You acknowledge that any access or use of Covered Provider Content by a Canvas Application is solely governed by the Third Party Terms, including the business associate agreement between you and the Canvas Developer; Vim is not responsible for any such access or use of Covered Provider Content by such Canvas Application, or for such Canvas Applications’ privacy and security actions, inactions or general practices. 

3.6 Billing and Payment for Canvas Applications. Some Canvas Applications are made available at no charge, and others require payment of fees. All payments, fees, and billing-related matters will be handled between you and the Canvas Application directly, in accordance with the Third Party Terms.

 

4. Covered Provider Obligations. 

4.1 Third-party Obligations and Licenses. It is Covered Provider’s sole responsibility to ensure that its use of Vim Connect, the Services, and Canvas Applications does not breach any of its obligations to third parties, including, but not limited to, its EHR provider. Covered Provider is solely responsible for obtaining all consents, licenses, and authorizations necessary in connection with Covered Provider’s provision of medical care and its use of Vim Connect, including, but not limited to, maintaining a valid EHR license. Covered Provider shall promptly notify Vim if it has reason to believe that using Vim Connect and/or the Services and/or Canvas Applications may infringe or breach the EHR license or the terms of any equipment on which Vim Connect is being used by Covered Provider, and its continued use of Vim Connect, the Services or Canvas Applications is at Covered Provider’s sole discretion and responsibility. 

4.2 Access to Covered Provider’s Systems. Covered Provider shall on an ongoing basis provide Vim access, and obtain any required approvals, to use relevant facilities, systems, applications, functional, technical, and business resources, and personnel with adequate skills and knowledge, as reasonably required by Vim for purposes of performing its obligations hereunder, including, but not limited to the Covered Provider’s EHR.

4.3 System requirements. Covered Provider is solely responsible for maintaining all relevant IT resources required for its access and use of Vim Connect, the Services and any Canvas Applications. Covered Provider shall reasonably adhere to Vim’s guidance for configuration, testing, and other recommended resources as necessary for Covered Provider’s use of the Services. Vim may, in its sole discretion, discontinue the availability or compatibility of the Services or Vim Connect, on a particular operating system, browser, device, or EHR.

4.4 Responsibilities. Covered Provider is responsible for (a) providing Vim with accurate, complete and up-to-date information in its account and updating Vim with any changes thereto; (b) maintaining the confidentiality of its login credentials; and (c) all activities that occur under Covered Provider’s account or through the use of Covered Provider’s login credentials, whether or not Covered Provider knows about them and Vim assumes no responsibility for any fraudulent or unauthorized use of Vim Connect under Covered Provider’s account or by use of their login credentials. Covered Provider shall immediately notify Vim through [email protected] of any unauthorized access to its account, and Covered Provider will be liable for any damage caused to Vim as a result of activities in Covered Provider’s account. Vim may suspend or terminate your access to Vim Connect or any Canvas Application at any time, without notice or explanation.

4.5 Access to Account Information. Vim may access, preserve and disclose your account information to: (i) comply with any legal process; (ii) enforce this Agreement; (iii) respond to claims that acts or omissions by Covered Provider violate the rights of any third party; (iv) respond to Covered Provider’s requests for assistance; or (v) protect the rights or property of Vim and its affiliates and other users of Vim Connect and the Services; provided that Vim shall provide only the minimum amount of account information as necessary to comply with the same.

4.6 HIPAA Compliance. Notwithstanding the parties’ obligation to comply with the BAA, as the covered entity, it is your responsibility to protect the privacy and security of individually identified health information transmitted to you through Vim Connect, the Services, and any Canvas Applications. It is also your responsibility to obtain all required authorizations and consents to use or disclose any individually identifiable health information in compliance with all federal and state privacy laws, rules, and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, together with the associated regulations adopted (“HIPAA”). You represent and warrant that you: (a) obtained all patient consents and authorizations necessary for the use of such patient information or materials in connection with Vim Connect and as otherwise contemplated by the Agreement; (b) have and will retain records sufficient to demonstrate compliance with this patient consent and authorization requirement; and (c) will notify your patients that they must contact their insurer if they do not wish for their patient information to be processed through Vim Connect or through Canvas Applications, if applicable. It is your responsibility to review and determine whether Vim Connect, the Services, and Canvas Applications, as applicable, meet your requirements and legal obligations. You are responsible for obtaining any necessary patient authorizations and/or entering into a business associate agreement, as applicable, with Canvas Developers prior to accessing Canvas Applications or otherwise causing any protected health information, to be made available to, or created by, Canvas Developers.

 

5. Ownership.

5.1 Software Ownership. You understand and acknowledge that Vim owns all rights, titles, and interests in and to Vim Connect, the Services and all Tools, software (in source code or object code), processes, algorithms, techniques, architecture, designs, interfaces, and items of a similar nature, whether licensed or developed by Vim (directly and/or through its affiliates, consultants, and/or subcontractors), whether in connection with or independently of Vim’s provision of Vim Connect and/or the Services to Covered Provider, and modifications, enhancements, and/or derivative works to all of the above, whether pre-existing or developed during Vim’s provision of Vim Connect and/or the Services to Covered Provider, including, without limitation, any modifications based on Covered Provider’s feedback or based on Vim Connect or the Services provided to Covered Provider, and any copies or Documentation relating to the foregoing (collectively, the “Tools”), and Covered Provider shall have no rights or interests therein. None of the Services, Vim Connect, or Tools, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101. For the avoidance of doubt, Vim doesn’t own any intellectual property rights in the Canvas Applications.

5.2 Covered Provider Content. You own all rights, titles, and interests in and to Covered Provider Content. You hereby grant to Vim the right to access, view, use or disclose (as applicable) the Covered Provider Content solely: (i) to provide Vim Connect and the Services, (ii) to improve Vim Connect and the Services, (iii) to verify compliance with Section 6 (Use Restrictions) of this Agreement, (iv) to facilitate and support your use of Canvas Applications as described in Section 3 (Canvas Applications), and (v) as may be required by applicable law, court order, or governmental authority.

5.3 Covered Provider Name. You grant Vim a limited, worldwide, royalty-free, fully paid-up, non-exclusive right to use your name and/or logo (if applicable) for purposes of fulfilling Vim’s obligations hereunder, and for notifying Canvas Developers of your usage of Vim Connect..

5.4 System Usage Data. Vim owns all rights, titles, and interests in and to any type of data generated within or by Vim Connect and the Services, including but not limited to, the following: (i) end-user input, (ii) end-user transactions (iii) automated transactions (iv) audit trails (v) logs (vi) configuration data (vii) analytics data (viii) metadata (ix) session data.

 

6. Use Restrictions.   Covered Provider will not:

6.1 copy Vim Connect, except as absolutely necessary for backup purposes. In no event shall Vim Connect, or any copy thereof, be removed from Covered Provider’s facilities, except for reasonable off-site storage backup copies and third-party hosting of Vim Connect. Upon request, Covered Provider shall provide Vim with an accurate accounting of all copies made by Covered Provider;

6.2 use Vim Connect, the Services, any Canvas Application, or the Tools in any way that violates any applicable local, national, or international laws or regulations;

6.3 use Vim Connect, the Services, any Canvas Application, or the Tools in any way that may breach Covered Provider’s agreements with third parties;

6.4 use Vim Connect, the Services, or the Tools from locations outside the U.S. territory; 

6.5 use Vim Connect, the Services, any Canvas Application, or the Tools in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.6 do anything, purposefully, which may impair or overburdens Vim Connect, the Services or the Tools or interferes with or disrupt the integrity or performance of Vim Connect, the Services or the Tools, or any third-party data contained therein, including without limitation, by attacking the Vim Connect or the Services via a denial-of-service attack or a distributed denial of service attack;

6.7 access without authority, interfere with, damage or disrupt any part of Vim Connect, the Services, any Canvas Application, or the Tools, any equipment or network on which they are stored or any software used in connection therewith; 

6.8 upload any abusive, infringing or otherwise illegal content;

6.9 use  Vim Connect, the Services or the Tools to engage in advertising, promoting or offering to sell any goods or services, or conducting or forwarding surveys, contests or chain letters or creating groups to discuss commercial purposes;

6.10 attempt to circumvent any content filtering techniques that we may employ now or in the future;

6.11 include links or deep links to any website without authorization;

6.12 falsify the origin or source of any content or other material;

6.13 upload, post, transmit, share, store or otherwise make available any content which, in the sole judgment of Vim, is objectionable or restricts or inhibits any person from using or enjoying Vim Connect, the Services or the Tools, or which may expose Vim Connect, the Services or the Tools to harm or liability of any kind howsoever;

6.14 misuse Vim Connect, the Services, any Canvas Application, or the Tools, including without limitation by introducing or transmitting viruses, worms, time bombs, logic bombs, Trojan horses or other code, files, scripts, agents, programs or material which is malicious or technologically harmful;

6.15 transmit or share any content, data, or other materials on or through Vim Connect, the Services, or the Tools that violate or infringe upon the rights of any third party, including, without limitation, copyright, trademark, right to privacy, publicity or other personal or proprietary rights or contain inflammatory, offensive, insulting or abusive, libelous, or defamatory;

6.16 sell, resell, rent, or lease the Vim Connect, the Services, or the Tools, or allow access to anyone to Vim Connect;

6.17 modify, alter, reverse engineer, decompile, reverse compile, or disassemble Vim Connect, the Tools, or the Services; 

6.18 create any derivative work or any adaptation of Vim Connect, the Tools, or the Services; 

6.19 display in public any part of Vim Connect, the Tools, or the Services, or use any illustrations, photographs, video, or audio sequences, or any graphics forming part of Vim Connect, the Tools or the Services separately from any accompanying text without Vim’s prior written consent; or

6.20 attempt, nor assist or permit any third party, to engage in any of the activities prohibited under this Section 6.

Although Vim is not obligated to monitor information or materials available through Vim Connect or the Services, or to review or edit any such information or materials, Vim has the right to do so in order to operate Vim Connect and the Services, to ensure compliance with this Agreement and to comply with applicable law or other legal requirements. Vim reserves the right, but is not obligated, to remove or disable access to any information or materials, at any time and without notice, including, but not limited to any information or material considered by Vim in its sole discretion to be objectionable or in violation of this Agreement. Vim has the right to investigate violations of this Agreement or conduct that affects Vim Connect, the Services or Canvas Applications. 

Vim may terminate your access to and use of the Canvas Applications or any portion, aspect, or feature of the Canvas Applications, or delete your profile for any reason, or no reason, at any time in its sole discretion, with or without notice.

 

7. Term; Termination.

7.1 Term. This Agreement shall continue until terminated in accordance with the terms hereof.

7.2 Termination by You. You may terminate this Agreement at any time by removing Vim Connect from your computer systems/EHR.

7.3 Termination by Vim. Vim may terminate the Agreement (i) immediately, without notice, if no Canvas Applications are enabled for your account, (ii) following a material breach by you, which breach is uncured within thirty (30) days of Vim’s written notice to you, or (iii) immediately, if your breach is incapable of being cured. 

7.4 Termination due to insolvency. Either party may terminate this Agreement upon notice to the other party if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or is the subject of a proceeding under bankruptcy or insolvency law that is not dismissed within thirty (30) days of the filing date thereof.

7.5 Post-termination provisions. In the event of any expiration or termination of this Agreement (i) all of Covered Provider’s rights to access and use Vim Connect and the Services and Vim’s obligations to provide Vim Connect and the Services hereunder shall cease, except as otherwise provided in the Agreement or agreed in writing between the parties; (ii) Vim will wind up its work in a commercially reasonable manner; and (iii) Covered Provider shall uninstall and destroy any copies of Vim Connect in the possession of Covered Provider. Upon termination of this Agreement, those clauses which by their nature are intended to survive shall survive.

 

8. Confidentiality.

8.1 Confidential Information. Each party acknowledges access to the other party’s confidential and proprietary information which may include without limitation, information regarding products, operations, business plans, strategies, processes, customers, pricing, product roadmaps, procedures, billing, and collection procedures (the “Confidential Information”).

8.2 Confidentiality obligation. Each party agrees to use such Confidential Information only as contemplated by this Agreement and further agrees not to disclose any Confidential Information without the prior written consent of the disclosing Party. 

8.3 Non-Confidential Information. Confidential Information will not include information that was independently developed by the receiving Party without use of or reference to any Confidential Information belonging to the disclosing Party; or was acquired by the receiving Party from a third party having the legal right to furnish same to the receiving Party without disclosure restrictions; or was generally known by or available to the public through no fault of the receiving Party.  A receiving Party’s obligations of confidentiality hereunder shall continue in perpetuity with respect to the disclosing Party’s Confidential Information that recipient has previously received until the obligations no longer apply pursuant to the exclusions set forth herein. The provisions of this section hereby supersede any prior written or oral agreements between the parties regarding confidentiality or nondisclosure.

8.4 Disclosure of Confidential Information under a court order. These confidentiality obligations will not restrict any disclosure required by order of a court or any government agency. The receiving Party will give prompt notice to the disclosing Party of any such order, if so permitted thereunder and will reasonably cooperate with the disclosing Party at the disclosing Party’s request and expense to obtain a protective order. 

 

9. Representations; Warranties; Disclaimers.

9.1 General. Each party hereby represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement; and (ii) this Agreement is a valid and binding obligation of such party. 

9.2 No Warranties. EXCEPT FOR ANY WARRANTIES EXPRESSLY MADE HEREIN, VIM CONNECT AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND VIM EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE HEREUNDER. VIM MAKES NO GUARANTEE, WARRANTY, OR REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF VIM CONNECT OR THE SERVICES, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED THROUGH VIM CONNECT OR THE SERVICES OR INFORMATION SUBMITTED TO A COVERED PROVIDER’S EHR THROUGH VIM CONNECT, (iii) THAT THE INFORMATION PRESENTED ON COVERED PROVIDER’S EHR CORRECTLY MATCHES THE DATA PRESENTED ON VIM CONNECT, OR (iv) THAT VIM CONNECT OR THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (v) REGARDING ANY CANVAS APPLICATION. ANY INFORMATION OBTAINED THROUGH THE USE OF VIM CONNECT OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES ARISING FROM YOUR USE OF, AND RELIANCE ON THE INFORMATION OBTAINED THROUGH YOUR USE OF VIM CONNECT OR THE SERVICES. 

9.3 No Medical Advice or Treatment. ANY INFORMATION FURNISHED BY VIM CONNECT OR THE SERVICES DOES NOT REPLACE OR ALTER ANY PROCESS IN COVERED PROVIDERS’ EXISTING WORKFLOWS THAT CONTEMPLATES AND REQUIRES THE INVOLVEMENT OF TRAINED INDIVIDUALS. MEDICAL CODING PRESENTED IN VIM CONNECT OR THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE MEDICAL ADVICE, DOES NOT DICTATE PAYERS REIMBURSEMENT POLICY, AND DOES NOT SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A CERTIFIED CODER PERFORMING A PROCEDURE, WHO REMAINS RESPONSIBLE FOR CORRECT CODING AND ALL SUPPORTING DOCUMENTATION. YOU SHOULD ALWAYS USE DISCRETION AND PROFESSIONAL JUDGMENT IN ACCORDANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS WHEN USING VIM CONNECT AND THE SERVICES. VIM CONNECT AND THE SERVICES ARE NOT INTENDED TO AND DO NOT HAVE THE ABILITY TO DIAGNOSE DISEASE, PRESCRIBE TREATMENT, OR PERFORM ANY OTHER TASKS THAT CONSTITUTE THE PRACTICE OF MEDICINE. THE PROFESSIONAL DUTY TO THE PATIENT IN PROVIDING HEALTHCARE SERVICES LIES SOLELY WITH THE HEALTHCARE PROFESSIONAL PROVIDING THE SERVICES. VIM SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLINICAL CARE PROVIDED OR NOT PROVIDED BY COVERED PROVIDER OR FOR DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN IN MEDICAL RECORD DOCUMENTATION IN COVERED PROVIDER’S EHR OR FOR INFORMATION PROVIDED TO INSURANCE COMPANIES OR GOVERNMENTAL AGENCIES.

9.4 Data Retention. VIM CONNECT AND THE SERVICES ARE NOT AN EHR OR DATA REPOSITORY AND DO NOT STORE OR MAINTAIN ANY DATA ON BEHALF OF COVERED PROVIDER. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL RECORDS OF MEDICAL CARE MAINTAINED BY COVERED PROVIDER ARE ACCURATE AND COMPLETE. VIM DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY DATA, INCLUDING DATA STORED ON THE EHR, USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF VIM CONNECT AND THE SERVICES IS AT YOUR SOLE RISK WITH RESPECT TO DATA RETENTION.

9.5 Third-party Links. THIRD-PARTY WEBSITES OR RESOURCES LINKED FROM VIM CONNECT (“THIRD PARTY LINKS”) ARE PROVIDED FOR CONVENIENCE ONLY AND VIM IS NOT RESPONSIBLE FOR THE CONTENT, PRODUCTS, OR SERVICES ON OR AVAILABLE FROM SUCH WEBSITES AND RESOURCES. YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISK ARISING FROM, YOUR USE OF ANY THIRD-PARTY WEBSITES OR RESOURCES.

 

10. Limitation of Liability; Indemnification.

10.1 Limitation of Liability. 

10.1.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL VIM BE HELD LIABLE FOR TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF VIM CONNECT OR THE SERVICES. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL OR UNLAWFUL MISCONDUCT, OR IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS, OR AS EXPRESSLY AGREED IN WRITING BETWEEN THE PARTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIM’S LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED $100.00 WHETHER A CLAIM FOR ANY SUCH CAUSES OF ACTION, LIABILITY, LOSSES OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORIES OF LIABILITY, EVEN IF VIM HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.1.2 VIM BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY THIRD PARTY LINKS OR CANVAS APPLICATIONS (TOGETHER, “THIRD PARTY SERVICES”), INCLUDING WITHOUT LIMITATION, THIRD PARTY SERVICES’ CONTENT, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY SUCH THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICES’ OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY TERMS MEET YOUR NEEDS.

10.2 Indemnification by Vim. Vim will defend, indemnify, and hold Covered Provider harmless from and against third party claims, liabilities, obligations, judgments, causes of action, costs and expenses (including reasonable attorneys’ fees) to the extent arising out of a claim filed in a court of competent jurisdiction alleging that Vim Connect, the Services (except for Covered Provider Content or other information or data provided by third parties (the “Third-Party Content”)), or Documentation infringe a third party’s patent, copyrights or any other intellectual property right (“Infringement Action”). Vim’s indemnification obligation will not apply to the extent that the Infringement Action is based upon: (i) the use of any item of Vim Connect, the Documentation or Services in combination with any product, service or activity (or any part thereof) not furnished, performed, recommended in writing, or approved in writing by Vim; (ii) the use of the Vim Connect, the Documentation or Services in violation of this Agreement; (iii) the use of Vim Connect or any part of the Services not updated to the latest version offered by Vim (unless Vim allows using an older version of Vim Connect), where the latest version incorporates modifications that, in Vim’s opinion, avoid the infringement claim; or (iv) Third Party Content supplied or transmitted by a Canvas Application or by Covered Provider.  If there is an Infringement Action relating to Covered Provider’s use of Vim Connect, the Documentation or Services, or if, in Vim’s opinion, any Vim Application or element of Vim Connect, the Documentation or Services are likely to become the subject of an Infringement Action, Vim may, at its discretion, (i) procure the right for Covered Provider to use Vim Connect, the Documentation or Services that are the subject of the Infringement Action, (ii) replace or modify Vim Connect, the Documentation or Services so that they become non-infringing, or (iii) terminate the Agreement. The indemnification provided for in this paragraph shall constitute the entire liability of Vim with respect to an Infringement Action. The foregoing indemnification obligations do not apply to any liabilities, claims, or expenses arising out of Covered Provider Content or a breach of warranty by Covered Provider.

10.3 Indemnification by you. You will defend, indemnify, and hold harmless Vim and Vim’s affiliates, licensors, directors, officers, employees, agents and contractors against any and all liabilities, claims, demands, losses, costs and expenses, including reasonable attorney’s fees and litigation expenses, arising out of or relating to: (i) any breach by you of this Agreement, any agreement between you and a third-party for any application or service needed in order to access or use the Vim Connect or the Services (e.g., the EHR license) or a representation or warranty hereunder; (ii) any unauthorized access or use of Vim Connect or the Services by you or your account; (iii) any Covered Provider Content, materials, or information shared, utilized, or provided by you on Vim Connect or in connection with the Services or otherwise made available by you to Vim; (iv) your provision of medical services of any kind; (v) any and all of your actions in conjunction with Vim Connect and the Services; or (vi) your use of any Third Party Services and/or Third Party Links.

10.4 Indemnification Procedure. A party seeking indemnification shall promptly notify the other party of any such claim, action, or proceeding upon becoming aware of it. The indemnifying party hereunder may select counsel of its choosing. However, in the event that the indemnifying party does not timely act, then the indemnified party reserves the right, at the indemnifying party’s expense, to retain counsel and commence such defense. Each party agrees not to settle any matter involving an indemnity claim without the prior written consent of the other party, such consent shall not be commercially unreasonably withheld, conditioned, or delayed.

 

11. Miscellaneous.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

11.2 Arbitration. Any and all disputes arising under or otherwise concerning this Agreement shall be submitted exclusively to arbitration administered by the American Arbitration Association (“AAA”), and not to any other venue or forum including without limitation a court of law. No type of dispute and no legal or fact issues, including without limitation any and all issues related to fraudulent inducement, are excluded from the scope of the foregoing arbitration requirement. Any such arbitration shall take place exclusively in Manhattan in New York City, New York before a single AAA arbitrator, who shall be selected pursuant to the AAA rules or by mutual agreement of the parties; provided, however, that in any event the arbitrator must be an attorney who is admitted to practice law in the State of New York. The arbitrator’s authority will include, without limitation, the authority to grant interim and permanent injunctive relief. The arbitrator will be bound by the limitation of liability provisions set forth in Section 10.1 of these Terms. The arbitration and oral and written communications precedent or ancillary thereto, along with the information therein (including without limitation, the allegations made by the parties thereto, evidence, discovery, technical reports, expert reports, interim dispute resolution measures taken with respect thereto, and any and all other statements given or information provided by third parties, along with any documentation submitted or exchanged in the course of the arbitration proceedings or related dispute resolution) (together “Confidential Arbitration Information”), shall be kept strictly confidential. Confidential Arbitration Information may only be disclosed to the AAA, the arbitrator, the parties to the arbitration, their respective attorneys, and any person working under the direction of the arbitration parties’ respective counsel and who is essential to the prosecution or defense of the arbitration proceedings, provided, however, that such person first agrees in writing to be bound by the confidentiality requirements. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information: (i) in compliance with a lawful order or process of a court of competent jurisdiction or governmental agency (provided, however, that the disclosing party provides immediate, advanced notice the other party so that it can seek relief from such order or process, at its sole discretion); (ii) to its attorneys, accountants, or advisors who have a need to know and are informed of and agree not to further disseminate such information or materials; or (iii) with the other party’s written consent. Any action relating to this Agreement, other than collection of outstanding payments, must be commenced within one year after the date upon which the cause of action accrued otherwise such cause of action or claim is permanently barred.

11.3 Class Action Waiver. Any claim Covered Provider may have against Vim, including Vim’s past or present employees or agents, shall be brought individually and Covered Provider shall not join such claim with claims of any other person or entity or bring, join or participate in a class action against Vim. 

11.4 Headings. Section headings are for convenience only and shall not affect the meaning or interpretation of this Agreement. 

11.5 Severability. If any provision contained in this Agreement is determined to be unenforceable, then such provision will be severed and replaced with a provision which closely follows the intent of such provision which may be enforced, and the remaining provisions of this Agreement will remain in full force and effect. 

11.6 Changes to Terms. Vim reserves the right to change these Terms at any time by posting a new version of these Terms on https://getvim.com/documents/provider/ and changes will be effective upon the date specified on such page. Vim will provide you with notice of material changes that could be prejudicial to your rights or increase your responsibilities and, in such case, the updated Terms will become effective thirty (30) days following Vim’s notice. Your continued use of Vim Connect or the Services following such time that the changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue using Vim Connect and the Services immediately. 

11.7 Assignment. You may not assign this Agreement without Vim’s prior written consent. 

11.8 Independent Relationship. The parties hereto are independent contractors, and neither Vim nor Covered Provider is an agent, representative, employer, employee, or partner of the other. 

11.9 No agency. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied or to bind the other Party in any respect whatsoever. 

11.10 No third-party beneficiary rights. The Agreement controls the relationship between the Parties and does not create any third-party beneficiary rights.

11.11 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior representations, understandings, undertakings, or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. In the event of any conflict or inconsistency between these Terms, the BAA,  the Privacy Policy, and any enrollment form signed between the parties: (i) the Terms shall govern with respect to the use of or access to Vim Connect; and (ii) for any other conflicts, the BAA shall govern, followed by the Privacy Policy. No verbal agreement, representation, or amendment will be binding on either Vim or Covered Provider.  

11.12 No waivers. Failure to insist on strict performance of any provisions of this Agreement will not constitute a waiver of any breach or failure of performance and no waiver of any provision of the Agreement will be valid unless in writing and acknowledged in writing or electronically by the waiving party.

11.13 Notices. Any notice to be given pursuant to the Agreement must be in writing sent by electronic transmission to Covered Provider at the electronic mail address included in Vim Console or to Vim at [email protected]. Any notice given by electronic mail shall be deemed given when sent to the correct electronic mail address if sent before 5:00 pm EST on a business day or, if sent after 5:00 EST, the next business day.  

11.14 Survival. Any provisions of this Agreement that by their nature are intended to survive any termination or expiration of the Agreement shall survive. 

11.15 Force majeure. Vim will not be liable for any delay to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Vim.

11.16 Counterparts; Electronic Signatures. Any and all documentation to be delivered in connection with this Agreement may be electronically signed or accepted and any such electronic signatures or acceptance are the same as handwritten signatures for validity, enforceability, and admissibility. Any and all documentation to be delivered in connection with this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.