Covered Entity Terms of Service
Effective Date: September 3, 2019
These Covered Entity Terms of Service (the “Covered Entity Terms” or “Terms”) and the Order Form, Statement of Work or similar document (the “Order”) that Covered Entity entered in to with Vim that references these Terms set forth the agreement that governs Covered Entity’s access to the Services (as defined in Section 4 hereof) (the “Agreement”). The Order and the Business Associate Agreement (the “BAA”) attached thereto form part of this Agreement and are subject to these Terms.
1. Changes to Terms or Services.
Vim may update this Agreement at any time, in its sole discretion. If Vim does so, Vim will let Covered Entity know either by posting the updated Terms on the www.getvim.com website (the “Site”) or through other communications. Covered Entity’s (including any User’s) continued use of the Services after being notified of a change to this Agreement will constitute Covered Entity’s acceptance of the updated Agreement. Vim may change, add, suspend, change, or discontinue all or any part of the Services, at any time and without notice, at its sole discretion.
2. Covered Entity’s Eligibility.
Covered Entity may use the Services only if such use is supervised by one or more provider(s) who is/are registered and in good standing with the national register of the applicable medical licensing board in the Covered Entity’s jurisdiction. The Covered Entity will provide notice to Vim at [email protected] within twenty-four hours if the Covered Entity does not maintain all required authorizations and licenses to conduct Covered Entity’s operations and practice as conducted.
3. Users, Accounts, & Requirements.
Covered Entity is required to have an account for each of its authorized users (each, a “User”) that will access the Services (“Account”). Covered Entity will identify a single administrative User in the Order that is responsible for identifying users that are eligible to access the Services on behalf of the Covered Entity (the “Administrative User”). The Administrative User represents the Covered Entity and is responsible for establishing the specific rights and permissions (e.g., read/write permissions) and scope of access to the Services for each User, and submitting all information on Users that is requested during the Account creation process. Covered Entity acknowledges and agrees that the Administrative User must be an owner or employee of the Covered Entity. The Administrative User and all Users are required to comply with this Agreement. Covered Entity will ensure that only Users who are authorized by Covered Entity in accordance with these Terms may access or use the Services under Covered Entity’s Account. Covered Entity acknowledges that Vim may reject permission for Users to access to the Services, and Vim may revoke access of any User at any time, without notice or explanation to the User or the Covered Entity.
The Covered Entity shall provide Vim with accurate, complete and up-to-date information for all such Users and Accounts and update such information to keep it accurate, complete and up-to-date. It is the Covered Entity’s sole responsibility to ensure that all User contact information is accurate, complete and up to date. Violations of this Section 3 may lead to suspension or termination of Users’ Accounts. Covered Entity and Users understand that failure to protect any and all information provided by Covered Entity or any User to establish secure transmissions through the use of the Service, including but not limited to personal information, information used to identify account names or account numbers, routing information, usernames, passwords, access codes, and prompts (“Security Data”) may allow an unauthorized person or entity to access the Services and data available on the Services. Covered Entity acknowledges and agrees that: (i) the Covered Entity is solely responsible for collecting, inputting and updating, and ensuring that Users input and update, all Security Data; (ii) Vim has no responsibility for the supervision, management or control of Covered Entity’s or Users’ Security Data; (iii) Covered Entity is responsible for all activities that occur under Covered Entity’s and its Users’ Accounts, whether or not Covered Entity knows about them; and (iv) Vim assumes no responsibility for any fraudulent or unauthorized use of any portion of the Services under Covered Entity’s Account.
Covered Entity and its Users shall keep confidential all Security Data, not share Security Data and keep the same safe and secure, and immediately inform Vim if any Security Data for Services is compromised. Covered Entity acknowledges, consents and agrees that Vim may access, preserve, and disclose any User’s account information to: (i) comply with any legal process; (ii) enforce this Agreement; (iii) respond to claims that any content posted by Covered Entity or any User violates the rights of any third party; (iv) respond to Covered Entity’s requests for assistance; and (v) protect the rights or property of Vim and its affiliates and other users of the Services. Covered Entity acknowledges that Vim generally does not have access to and cannot retrieve lost Security Data. Covered Entity will meet Vim’s applicable minimum system requirements for use of the Services that Vim informs Covered Entity of from time to time.
It is the Covered Entity’s sole responsibility to perform all required background checks and screening processes to ensure that the Users authorized by the Covered Entity are eligible to receive access to and data provided through the Services. Covered Entity shall provide, at Covered Entity’s own cost, training sessions (at least annually) to educate Users: (i) on the requirements under this Agreement to access and use the Services and the obligation to maintain confidentiality of the information displayed on the Services, (ii) security measures that should be employed when using the Services, including password security, and (iii) on HIPAA compliance.
Covered Entity shall immediately notify Vim at the following e-mail: [email protected] of any User: (i) who has ceased to be a part of the Covered Entity Workforce or the Covered Entity or if whose access to the Services should otherwise be terminated or reduced; (ii) who has been subject to any regulatory, professional or licensing body audit, inspection, investigation, fine or any other proceedings; or (iii) of whom the Covered Entity has a reason to suspect has breached this Agreement or abused his or her access to the Services. Covered Entity acknowledges it shall be fully liable for any damage caused to Vim as a result of such User’s activities and the Covered Entity’s failure to provide such notice. Additionally, Covered Entity is required to, and will, remove permissions to access the Services for any such Users when Vim makes the User management functionality directly available to Covered Entity. Users shall and Covered Entity will ensure that Users shall comply with this Agreement and Covered Entity will be liable hereunder for all acts and omissions of its Users (whether or not authorized by Covered Entity), including but not limited to those that conflict with or breach this Agreement.
The services to be provided by Vim, including the Communication Services as defined below (collectively, the “Services“) may include, but are not limited to, appointment scheduling, patient-provider communications, and providing recommendations to providers to assist with making referrals. In addition, Vim may provide practice management tools (e.g., searchable directories of patients and specialty providers and Electronic Health Records system integrations). The scope of the Services provided are at the sole discretion of Vim, and Covered Entity acknowledges and agrees that Vim may remove, add, or modify the Services provided under this Agreement.
Communication Services. The following list summarizes the communication services that Vim may provide (“Communication Services“). Covered Entity acknowledges and agrees that Vim may remove, add, or modify the Services provided under this Agreement.
- Making phone calls and sending e-mails and text messages to patients prior to and after their activation of the Services;
- Providing recommendations to providers to assist with making referrals;
- Performing post-care reviews with patients of the medical and administrative services provided by the Covered Entity;
- Sending reminders and invitations to patients to use the available features of the Services; and
- Sending appointment reminders to patients
Covered Entity hereby authorizes and appoints Vim to act on Covered Entity’s behalf in communicating with patients, other providers or clinics and their users with regards to the Communication Services. Covered Entity is solely responsible for and represents and warrants to Vim that Covered Entity: (i) will receive, prior to sharing any patient info with Vim, all consents, opt-ins, and authorizations under applicable federal and state laws for Vim to perform the Communication Services, including without limitation, the provisions of HIPAA, the CAN-SPAM Act of 2003, 16 C.F.R. Part 310 – the Telemarketing Sales Rule, and TCPA (as defined under the Covered Entity TOS); and (ii) will provide prompt notice to Vim of any patients that opt-out from receiving the Communication Services.
5. Compliance with Laws.
Without limiting the obligations under the Order, Covered Entity agrees to comply with all aspects of laws and regulations governing the use and disclosure of “individually identifiable health information” Covered Entity creates, receives, submits, or discloses, including the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, together with the associated regulations adopted (“HIPAA”), and Covered Entity represents and warrants that Covered Entity: (a) obtained all patient consents and authorizations necessary in connection with the use of such patients’ information or materials on the Services; (b) has and will retain records sufficient to demonstrate compliance with this patient consent and authorization requirement; and (c) will immediately inform Vim by emailing all relevant contact information of the patient to [email protected] if a patient has informed Covered Entity or any of the Covered Entity Workforce that he or she does not wish for his or her information to be processed using or otherwise wishes to opt-out from the Services.
Without limiting the foregoing: (i) Covered Entity will use the Services only in accordance with applicable law and shall ensure that User shall comply with all applicable laws and regulations with respect to use of the Services and all of their activities under this Agreement; and (ii) Covered Entity is solely responsible for receiving, and hereby represents and warrants that it will receive, prior to sharing any patient information with Vim, all consents, opt-ins, and authorizations under applicable federal and state laws for Vim to perform the Services (including Communication Services), including without limitation, the provisions of HIPAA, the CAN-SPAM Act of 2003, 16 C.F.R. Part 310 – the Telemarketing Sales Rule, and the Telephone Consumer Protection Act codified as 47 U.S.C. 227 together with all associated regulations adopted (“TCPA”). Covered Entity will also comply with any applicable laws and regulations of the United States and other applicable jurisdictions.
Covered Entity is solely responsible for and shall ensure the accuracy and completeness of advice provided by Covered Entity, including such information recorded in your patient files and patient reviews, and will fully indemnify Vim, its officers, directors, agents and employees against any claims arising out of or relating to such advice in accordance with Section 9 of these Terms. Covered Entity is solely responsible for obtaining any and all patient consents and authorizations necessary in connection with Covered Entity’s provision of medical care to others. Covered Entity represents and warrants that it shall keep records of all such consents and authorizations, as well as all consents and authorizations required hereunder for Vim to provide the Services (including Communication Services), and will make such consents and authorizations available to Vim at Vim’s request.
6. Use Restrictions.
Covered Entity will not engage in any of the following with respect to the Services:
- use of the Services in any way that breaches any applicable local, national or international laws or regulations;
- use of the Services in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- doing anything which may impair or overburdens the Services or interferes with or disrupt the integrity or performance of the Services, or any third-party data contained therein, including without limitation by attacking the Services via a denial-of-service attack or a distributed denial-of service attack;
- accessing without authority, interfering with, damaging or disrupting any part of the Services, any equipment or network on which the Services is stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party in connection with the Services.
- receiving, uploading, downloading, using or re-using any material which could be deemed to defame, abuse, harass, stalk, threaten, which contains swearing or is sexually explicit, pornographic or obscene or which is racially, ethnically, or sexually offensive or abusive, or acting fraudulently or creating any groups to communicate any of the foregoing; uploading, posting, transmitting, sharing, storing or otherwise making available any content that would constitute, encourage or provide instructions for a criminal offense or violation of law;
- 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;
- attempting to circumvent any content filtering techniques that we may employ now or in the future;
- including links or deep links to any website without authorization;
- falsifying the origin or source of any content or other material;
- uploading, posting, transmitting, sharing, storing or otherwise making available any content which, in the sole judgement of Vim, is objectionable or restricts or inhibits any person or User from using or enjoying the Services, or which may expose the Services or User to harm or liability of any kind howsoever;
- misusing the Services, including without limitation by introducing or transmitting viruses, trojans, worms, time bombs, logic bombs, Trojan horses or other code, files, scripts, agents, programs or material which is malicious or technologically harmful;
- transmitting or sharing any content, data, or other materials on or through the Services that (a) violate or infringe upon the rights of any third party, including but not limited to copyright, trademark, right to privacy, publicity or other personal or proprietary rights or (b) contain inflammatory, offensive, insulting or abusive, libelous, defamatory or otherwise unlawful material;
- selling, reselling, renting, or leasing the Services, or allowing access to anyone who is not a User hereunder;
- modifying, creating any derivative work, or any adaptation of the Services; or
- showing in public any part of the Services or use any illustrations, photographs, video, or audio sequences, or any graphics forming part of the Services Materials separately from any accompanying text without Vim’s prior written consent.
Although Vim is not obligated to monitor access to or use of the Services or information or materials therein or to review or edit any such information or materials, Vim has the right to do so for the purpose of operating 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 the Services. Vim may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
Covered Entity is solely responsible for Users’ interactions with the Services and preventing unauthorized access to the Services via its Accounts. If Covered Entity has reason to believe that any User of the Services has violated this Agreement or infringed Covered Entity’s or any other User’s or patients’ rights, please contact Vim immediately by sending an email to [email protected] Additionally, if Covered Entity discovers any unauthorized use of the Services or any content on the Services which it considers breaches this Agreement, it will notify Vim by emailing Vim at [email protected] Vim’s response, if any, shall be at Vim’s absolute discretion. Whenever Covered Entity makes contact with a User or patient through the Services, it must comply with the provisions regarding User conduct set out herein.
7. Warranty Disclaimer.
VIM, AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS AND VENDORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO COVERED ENTITY’S, INCLUDING ITS USERS’, USE OF THE SERVICES. COVERED ENTITY UNDERSTANDS THAT USE OF THE SERVICES IS AT COVERED ENTITY’S OWN RISK AND THAT VIM PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. COVERED ENTITY BEARS THE ENTIRE RISK OF USING THE SERVICES. VIM DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, VIM EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. COVERED ENTITY ACKNOWLEDGES THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. VIM DOES NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR, NOR DOES COVERED ENTITY GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. VIM MAKES NO WARRANTY REGARDING THE QUALITY, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES, INCLUDING WITHOUT LIMITATION MEDICAL INFORMATION. VIM MAKES NO REPRESENTATIONS OR WARRANTIES THAT COVERED ENTITY WILL RECEIVE ANY REQUESTS FROM OTHER USERS OR PATIENTS.
8. Intellectual Property Rights.
The Services, and all documentation, information, materials, website content, and reports or other documents or materials whether created before or after the formation of this Agreement (collectively the “Services Materials”) and all intellectual property rights relating to or covering such Services Materials shall be the sole property of Vim or its licensors.
Covered Entity hereby grants to Vim the perpetual, irrevocable, worldwide, non-exclusive, fully paid up, royalty-free, sub-licensable, transferable right to use, retain, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform (i) materials Covered Entity or any User posts on the Services and (ii) all feedback Covered Entity or its Users makes with respect to the Services Materials. All rights not expressly granted in these terms or any express written license, are reserved. Vim trademarks, and logos which are displayed on the Services are the trademarks of, and owned by, Vim.
Covered Entity agrees, on demand from Vim, to defend, indemnify and hold harmless Vim and its affiliates and its and their officers, directors, agents and employees from and against any and all claims, legal proceedings, disputes, demands, allegations, losses, damages, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorney fees) arising out of or in connection with: (i) Covered Entity’s breach of this Agreement; (ii) any authorized or unauthorized access or use of the Services by Covered Entity, Users or otherwise under the Accounts; (iii) any materials or information posted by Covered Entity on the Services; or (iv) Covered Entity’s provision of medical services of any kind.
10. Privacy & Security.
Covered Entity agrees that it will not: (i) disclose any information or other data on individuals or patients (including but not limited to PHI or other health information) that is accessed via the Services to any third-party other than the patient to which such data pertains; or (ii) use such information or other data for any purpose other than to provide the medical care requested by the applicable patient.
Covered Entity acknowledges that no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. VIM IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY FOR THE INTEGRITY, RETENTION (OR LOSS) OF YOUR DATA OR CONTENT. VIM WILL NOT HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT COVERED ENTITY’S OR ANY USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO COVERED ENTITY’S OR ANY USER’S USE OF THE SERVICES OR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT. IF COVERED ENTITY INCLUDES OR OTHERWISE MAKES AVAILABLE ANY DATA ON THE SERVICES, IT SHOULD ALSO STORE A COPY IN ITS OWN SYSTEM.
Covered Entity acknowledges that Covered Entity will acquire information, materials and knowledge from Vim regarding the business, products, customers and suppliers of Vim and that all such information, materials and knowledge is the confidential and proprietary information of Vim (collectively, the “Confidential Information”). Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of Covered Entity or that Vim regularly gives to third parties without restriction on use or disclosure. Covered Entity will hold all Confidential Information in confidence using the same degree of care as it uses to avoid the unauthorized use or disclosure of its own information of like importance, but in no event less than reasonable care. Covered Entity will not use any Confidential Information except as necessary to use the Services and will not disclose it other than to its employees with a bona fide need to know for use of the Services and who have executed a written agreement that includes use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein.
12. Termination; Survival.
Vim may terminate Covered Entity’s or any User’s access to and use of the Services or any portion, aspect or feature of the Services, or delete Covered Entity’s or any User’s profile and any materials or information that are posted on the Services for any reason, or no reason, at any time in its sole discretion, with or without notice. Either party may terminate this agreement with immediate effect by giving written notice to the other party.
Section 5 (Compliance with Laws), Section 6 (Use Restrictions), Section 7 (Warranty Disclaimer), Section 8 (Intellectual Property Rights), Section 9 (Indemnity), Section 10 (Privacy & Security), Section 11 (Confidentiality), Section 12 (Termination; Survival), Section 14 (Limitation of Liability), Section 15 (Governing Law; Severability), Section 18 (Assignment), Section 20 (Entire Agreement; Amendments), and any other provisions of the Agreement (including in the BAA) that are specified to survive any termination or expiration of this Agreement.
13. Links to Third Party Websites or Resources.
The Services may contain links to third-party websites or resources. Vim provide these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. Covered Entity and Users acknowledge sole responsibility for and assume all risk arising from, their use of any third-party websites or resources.
14. Limitation of Liability.
IN NO EVENT WILL VIM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR MATERIAL OR INFORMATION THEREON EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) AND (II) THE AMOUNTS COVERED ENTITY PAYS TO VIM IN THE 12 MONTHS PRIOR TO THE APPLICABLE CLAIM.
CONSEQUENTIAL DAMAGES. NEITHER VIM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, OR MATERIAL OR INFORMATION THAT VIM PRESENTS THEREON WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR MATERIAL OR INFORMATION THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COVERED ENTITY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO COVERED ENTITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, VIM WILL NOT BE LIABLE FOR ANY MATERIAL POSTED BY COVERED ENTITY OR ANY THIRD PARTY INCLUDING MATERIALS POSTED BY USERS OF OTHER HEALTHCARE PROVIDERS, PATIENTS, INSURANCE COMPANIES AND OTHER HEALTHCARE PROVIDERS. VIM DOES NOT PROVIDE MEDICAL OR HEALTHCARE SERVICES OR MEDICAL ADVICE TO INDIVIDUALS. COVERED ENTITY UNDERSTANDS THAT THE INFORMATION CONTAINED ON THE SERVICES IS NOT A SUBSTITUTE FOR THE EXERCISE OF THEIR OWN PROFESSIONAL JUDGEMENT. VIM DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR MATERIALS SUBMITTED ON THE SERVICES OR ANY BREACHES OF VIM’S AGREEMENTS WITH THIRD PARTIES. VIM DISCLAIMS ALL LIABILITY FOR COVERED ENTITY’S RELIANCE OF ANY INFORMATION AND CONTENT ON THE SERVICES OR MADE AVAILABLE THROUGH THE SERVICES AND ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE USE THE SERVICES BY COVERED ENTITY. IF COVERED ENTITY OR USERS USE THE SERVICES IN ANY APPLICATION OR ENVIRONMENT WHERE FAILURE COULD CAUSE PERSONAL INJURY, LOSS OF LIFE, OR OTHER SUBSTANTIAL HARM, COVERED ENTITY ASSUMES ANY ASSOCIATED RISKS AND SHALL INDEMNIFY VIM AND HOLD IT HARMLESS AGAINST THOSE RISKS IN ACCORDANCE WITH SECTION 9 OF THESE TERMS.
BASIS OF BARGAIN. THE LIMITATIONS OF LIABLITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 14 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIM AND COVERED ENTITY AND WILL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.
15. Governing Law; Severability.
This Agreement and any action related thereto shall be governed by with the laws of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the Services or this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts; provided however, Vim reserves the right to bring proceedings against Covered Entity for breach of this Agreement in the Covered Entity’s country of residence or other relevant country where necessary or advisable for enforcement purposes. If any court or competent authority finds that any provision (or part of any provision) of this Agreement is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable and the validity and enforceability of the other provisions of this Agreement shall not be affected. Headings are for ease of reference only and have no effect on the contents in such clause.
16. Relationship of the Parties.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties.
17. 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.
Covered Entity may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Vim. Any attempted assignment or transfer, without such consent, shall be void. Vim may freely assign this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
19. Manner of Giving Notice.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be deemed to have been given upon receipt Notices will be sent to the e-mail addresses specified in the Order (or such other address as the recipient may thereafter specify by notice given in accordance with this Section 19).
20. Entire Agreement; Amendments.
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter.
Covered Entity shall maintain professional indemnity insurance, with a reputable insurance company, for all of Covered Entity’s and Users’ activities in providing services to patients to a minimum amount of one million dollars per event or claim, whichever is higher.
Vim’s failure or neglect to exercise or enforce any right or provision under this Agreement will not be deemed to be a waiver of that or any other right or provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.