These Terms and Conditions (the "Terms") govern access to and use of the Ad Vital electronic medical record platform, websites, mobile applications, and related services (collectively, the "Services") provided by Ad Vital, Inc., a Texas corporation with its principal place of business at 1518 Aldrich St, Houston, Texas 77055 ("Ad Vital", "we", "us", or "our").
01.Acceptance of Terms
By accessing or using the Services, or by signing an Order Form, Master Subscription Agreement, or Business Associate Agreement ("BAA") with Ad Vital, you ("Customer") agree to be bound by these Terms on behalf of yourself and any practice, professional corporation, partnership, or entity for which you are acting. If you do not agree, you may not use the Services.
02.Definitions
"Authorized User" means a licensed prescriber, clinical staff member, administrative employee, or contractor of Customer who is authorized by Customer to access the Services. "Patient Data" means any electronic protected health information (ePHI) entered into the Services by or on behalf of Customer. "DoseSpot" means the e-prescribing module operated by DoseSpot, Inc., a Surescripts-certified e-prescribing vendor, integrated into the Services. "Surescripts" means the Surescripts, LLC electronic prescription transmission network.
03.Eligibility
The Services are intended for use only by U.S.-based, state-licensed medical practices that perform aesthetic procedures and by their Authorized Users. Customer represents and warrants that (a) it holds all licenses, permits, and registrations required to operate as a medical practice in each U.S. state in which it provides care, and (b) every Authorized User who creates clinical documentation or transmits prescriptions through the Services is appropriately licensed and credentialed to do so.
04.Accounts & Authentication
Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under those credentials. Authorized Users must use unique, individually-assigned accounts; account sharing is strictly prohibited. Multi-factor authentication is required for all Authorized Users with prescribing privileges, and is required by 21 CFR Part 1311 for any user transmitting EPCS prescriptions for controlled substances.
05.Subscriptions, Fees & Billing
Access to the Services is provided on a subscription basis. Fees are set forth in the applicable Order Form and are billed monthly or annually in advance. Subscriptions renew automatically for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Fees are non-refundable except as expressly stated in an Order Form. Customer is responsible for any taxes other than taxes on Ad Vital's net income.
06.License & Acceptable Use
Subject to these Terms, Ad Vital grants Customer a non-exclusive, non-transferable, revocable license, during the subscription term, to access and use the Services solely for Customer's internal clinical and business operations. Customer shall not (a) resell or sublicense the Services; (b) reverse-engineer or attempt to derive the source code; (c) use the Services to develop a competing product; (d) submit any data that violates applicable law or any third party's rights; (e) use the Services to send unsolicited communications; or (f) attempt to circumvent any access controls.
07.E-Prescribing & EPCS
E-prescribing functionality within the Services is provided through DoseSpot, which transmits prescriptions over the Surescripts network. The licensed prescriber retains sole responsibility for the medical accuracy and appropriateness of every prescription transmitted, including the choice of medication, dose, sig, quantity, refills, and substitution preference. Ad Vital does not select medications, does not recommend or promote any drug or manufacturer, and does not modify the contents of a signed prescription. The patient's pharmacy is selected at the point of care from the Surescripts pharmacy directory; Ad Vital does not restrict the pharmacy list and does not steer prescriptions to any pharmacy based on commercial relationships. Prescribers of controlled substances must complete identity proofing, two-factor authentication enrollment, and any other steps required by 21 CFR Part 1311 prior to transmitting any EPCS prescription.
08.Protected Health Information
Ad Vital acts as a Business Associate of Customer with respect to all Patient Data and will execute a Business Associate Agreement upon request. Ad Vital will use and disclose ePHI only as permitted by the BAA and applicable law, including the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA"). Ad Vital does not sell, lease, or use Patient Data for marketing, and does not aggregate or de-identify Patient Data for resale.
09.Third-Party Services
The Services integrate third-party components including, without limitation, DoseSpot for e-prescribing, Plaud for voice capture, e-fax delivery providers, and cloud infrastructure providers. Customer's use of those components is subject to the applicable third-party terms; Ad Vital remains responsible for the secure integration of those components into the Services and for the BAA-covered handling of Patient Data passing through them.
10.Intellectual Property
Ad Vital and its licensors retain all right, title, and interest in and to the Services, including all software, content, designs, trademarks, and documentation. Customer retains all right, title, and interest in and to its Patient Data. Customer grants Ad Vital a limited license to host, process, and transmit Patient Data solely as necessary to provide the Services.
11.Warranties & Disclaimers
Ad Vital warrants that the Services will materially conform to the documentation provided by Ad Vital. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND AD VITAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AD VITAL DOES NOT PRACTICE MEDICINE AND DOES NOT REPLACE THE PROFESSIONAL JUDGMENT OF A LICENSED HEALTHCARE PROVIDER.
12.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO AD VITAL DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.Indemnification
Customer will defend, indemnify, and hold Ad Vital harmless from any third-party claim arising out of (a) Customer's or any Authorized User's clinical practice or prescription decisions; (b) Customer's violation of applicable law; or (c) Patient Data submitted by or on behalf of Customer. Ad Vital will defend, indemnify, and hold Customer harmless from any third-party claim that the Services, as provided by Ad Vital, infringe a U.S. intellectual property right of the claimant.
14.Term & Termination
These Terms remain in effect for the duration of any active subscription. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, Customer's access to the Services ends, and Ad Vital will, on written request received within sixty (60) days of termination, return or securely destroy Patient Data in accordance with the BAA.
15.Governing Law & Disputes
These Terms are governed by the laws of the State of Texas, excluding its conflict of laws rules. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration in Houston, Texas, administered by JAMS under its Comprehensive Arbitration Rules, except that either party may seek injunctive relief in court for the protection of intellectual property or confidential information.
16.Changes to These Terms
Ad Vital may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and, where required, communicated to Customer in writing. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
17.Contact
Questions about these Terms may be directed to [email protected] or Ad Vital, Inc., Attn: Legal, 1518 Aldrich St, Houston, TX 77055.