Terms of Service

HIPAA Compliant

Last modified: June 20, 2014

This User Services Agreement ("Agreement") is a legally binding agreement by and between You ("User" or "Customer") and SurDoc Corp., a Delaware corporation domiciled in the State of California ("Application Provider"). This Agreement governs Customer's use of Application Provider's HIPAA compliant product line, including SurDoc Medical Data Archive and Recovery ("SMAR"), SurDoc DICOM Archive and Distribution System ("SDAD"), SurLink, and related software, applications, software development kits ("SDK"), application programming interfaces ("API"), portal, website, platform, plug-ins, components, functionalities, documentation and services (collectively, "SurMD").

SurMD is developed and provided by Application Provider to serve any Customer who is an individual, a Covered Entities, Business Associate (as defined in 45 CFR § 160.103), or a representative thereof, and whose use of SurMD involves storing, transferring, or otherwise accessing Protected Health Information ("PHI") (as defined in 45 CFR § 160.103).

To access and use SurMD under this Agreement, Customer is required to:

  1. 1. Sign up on a SurMD user account ("SurMD Account");
  2. 2. Review and accept Application Provider's Privacy Policy, a current copy of which is available at https://www.surdoc.com/privacy/;
  3. 3. If Customer is a Covered Entities, Business Associate (as defined in 45 CFR § 160.103), or a representative thereof , review and accept Application Provider's Business Associate Agreement ("BAA"), a current copy of which is to be provided upon Customers's signing up to a SurMD Account or its first use of SurLink; and
  4. 4. Review and confirm your agreement to any applicable End User License Agreement for the selected SurMD software and/or services as provided by Application Provider separately with relevant software packages.

Should Customer have any questions concerning this Agreement or any of the aforementioned additional agreements, policies, rules, and accounts, Customer is invited to contact support@surmd.com.

By proceeding to access and use SurMD, Customer represents and warrants to have read and understood, to have the legal capacity to and hereby agrees to be legally bound by, this Agreement and the aforementioned additional agreements, policies, rules, and accounts. No Users under 18 years of age (except for emancipated minors) should have the access to SurMD or any parts thereof under this Agreement. Parents or guardians of emancipated minors may create a SurMD Account on their behalf.

If Customer does not agree with any terms of this Agreement or any of the aforementioned additional agreements, policies, rules, and accounts, Customer must immediately abort the attempt to install, access, open, or use any SurMD software or services and return to Application Provider any copies in Customer's procession.

1. MODIFICATIONS TO THIS AGREEMENT.

Application Provider reserves the right, at its sole discretion, to change, modify, or update the terms and conditions of this Agreement at any time. Customer can find the most recent version of this Agreement at https://surmd.com/surmd-tos with the date of last modification noted. Such modifications shall become effective immediately upon the posting thereof. Customer is encouraged to review this Agreement regularly for any updates. If Customer fails to agree to any updated or revised terms and conditions, Customer's sole recourse is to immediately stop all use of SurMD under this Agreement. Customer's continued use of SurMD following the posting of any modifications shall constitute Customer's acceptance of the revised terms and conditions.

2. CUSTOMER'S REGISTRATION.

To install, access, and use SurMD, Customer is required to register with Application Provider by completing a registration form and designating a user account and password. In registering, Customer agrees to: (a) provide true, accurate, current and complete information about Customer as prompted by the registration form (such information being the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or Application Provider has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Application Provider may suspend or terminate Customer's account and refuse any and all current or future use by Customer of SurMD (or any portion thereof).

Customer may not authorize any third party to access or use SurMD on Customer's behalf. Customer is responsible for maintaining the confidentiality of its SurMD Account and credentials, and is fully responsible for all activities that occur under Customer's SurMD Account or credentials. Customer agrees to immediately notify Application Provider of any unauthorized use of Customer's SurMD Account or credentials or any other breach of security. Application Provider is not liable for any loss or damage arising from any unauthorized use of Customer's account.

Customer understands, acknowledges, and agrees that Application Provider provides SurMD to Customer with strong security measures in such a way that Application Provider is not capable of recovering data stored in Customer's SurMD Account should Customer lose its access to its SurMD Account, or its password and related credentials including password recovery data such as security questions/answers, encryption key, software key or hardware key. Customer is solely responsible for the safekeeping of its access data or credentials.

3. SurMD Account.

Under this Agreement, Customer's SurMD Account is designed and provided in compliance with the HIPAA Security and Privacy Rules. PHI is consistently under protection, whether in transfer or at rest, through state-of-the-art encryption during Customer's use of, activities under and through its SurMD Account. Customer's SurMD Account under this Agreement explicitly excludes any user account offered by Application Provider outside the SurMD product line.

4. License.

Under this Agreement, Application Provider grants Customer a non-exclusive, non-sublicensable, revocable as stated in this Agreement, and non-transferable license to use SurMD. Except as expressly set forth herein, this Agreement does not confer, transfer, assign, or license any intellectual property rights including without limitation any patents, trademark, trade secret, copyright, know-how belonging to or owned by Application Provider to Customer. For clarity, the limited use license herein granted is conditioned upon Customer's compliance with the terms of this Agreement. In the event that Customer breaches any provision of this Agreement, Customer's license herein shall immediately terminate without notice from Application Provider.

5. Consent to Communications.

By registering with Application Provider, Customer understands and acknowledges that Application Provider may send Customer communications or data regarding SurMD or related applications, including but not limited to (i) notices about Customer's use of SurMD, including any notices concerning violations of use; (ii) updates; and (iii) promotional information and materials regarding SurMD and related services, via electronic mail. Customer is given the opportunity to opt-out of receiving such electronic mails from Application Provider by following the opt-out instructions provided in the message. Customer may also opt-out of receiving promotional emails and other promotional communications from Application Provider at any time by emailing support@surmd.com. Opt-out requests will not apply to transactional service messages, such as security alerts and notices about Customer's then-current SurMD Account.

6. User Data.

To the extent that SurMD provides Users an opportunity to store and exchange information, materials, data, and files ("User Data"), Customer hereby represents and warrants that Customer has all necessary rights in and to all User Data Customer provides and all information contained therein.

By registering to use SurMD and accepting this Agreement, Customer hereby grants Application Provider and its contractors, and acknowledges that Application Provider and its contractors retain, an irrevocable, royalty-free, worldwide license to use, copy, and publicly display Customer's User Data for the sole purpose of providing to Customer SurMD and related services for which Customer has registered. In the event that Customer gives Application Provider the right to distribute Customer's User Data, additional terms may apply to Application Provider's usage or distribution of this User Data. Customers continues to retain all ownership rights of any User Data Customer provides and shall remain solely responsible for Customer's conduct, Customer's User Data, and any material or information transmitted to other Users. Application Provider claims no ownership rights in any User Data.

Content posted by Users are generally not reviewed by Application Provider. Application Provider shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by Users, and may remove or require Users to remove all content that Application Provider, at its sole discretion, deems to be (a) inconsistent with Application Provider's strategic mission and vision (including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence or prejudicial content) and/or this Agreement; or (b) possibly in violation of applicable laws. In addition, Application Provider has the right to remove any content if it has a reason to believe that displaying such content may infringe upon the rights of a third party or subject Application Provider to expense or liability.

Customer is invited to notify Application Provider at support@surmd.com regarding any content that Customer believes might have violated applicable laws or Customer's intellectual property rights or contain inappropriate or undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, excessively violent, harassing, or otherwise objectionable.

Application Provider reserves the right, at its sole discretion, to determine whether to take action and to what extent action shall be taken in response to each such notification. Any action or inaction in a particular instance shall not dictate or limit Application Provider's response to a future complaint. Application Provider does not assume any liability for any action or inaction on its part with respect to any User Data.

7. User Vanity URL.

Application Provider reserves the right, at its sole discretion, to deactivate and/or require a change of name for any user vanity URL for any reason or for no reason. SurDoc may exercise such right at any time, with or without prior notice. Upon receipt of Application Provider's notice of its decision in this regard, the subscriber shall, within two (2) business days provide a replacement name for the vanity URL acceptable to Application Provider. Otherwise said vanity URL shall be canceled at the end of the two (2) business days. Without limiting the generality of Application Provider's discretion, among the reasons it may determine a vanity URL is unacceptable are: abuse of the feature, violation of any of the terms of this Agreement, infringement or potential infringement on third-party intellectual property rights such as trademark or copyright, misrepresentation, and failure to pay pursuant to the terms of this Agreement.

8. User Conduct.

Unauthorized use of SurMD, or the resale thereof without Application Provider's prior written consent, is expressly prohibited. Customer shall not copy, sell, transfer, distribute, publish, or assign SurMD, any portions thereof, or Customer's SurMD Account in any format, to any third party. In addition, Customer may not use SurMD in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, Customer may not use SurMD to send, receive, or download information or materials in violation of the intellectual property rights of Application Provider or any third parties.

Application Provider reserves the right, without limitation, to terminate Customers access, in compliance with applicable laws, to and the use of SurMD, if, in the view of Application Provider, Customer's conduct fails to meet any of the following guidelines for User conduct:

9. Intellectual Property Rights and Notices.

Except for the licenses granted herein above, Customer has no right, title or interest in or to Application Provider's products, services, or content. Application Provider (or any licensors thereof) retains all proprietary right, title and interest, including without limitation any copyright, patents, and all other intellectual property rights, in and to Application Provider's products, services, and content.

All content of Application Provider including but not limited to design, text, software, technical drawings, configurations, graphics, other files, multimedia data, and related selection, organization and arrangement ("Content") are copyrighted by Application Provider and its applicable suppliers, affiliates, or licensors. Customer is prohibited from reproducing, modifying, creating derivative works from, displaying, performing, publishing, distributing, disseminating, broadcasting or circulating to any third party (including without limitation the display and distribution via a third party web site or other networked computer environment) any Content without the express prior written consent of Application Provider. All rights reserved.

Application Provider's brands and logos, including without limitation the SurDoc brand and logo, the SurMD brand and logo, the SurDoc "HIPAA Compliant" logo, the VisiDoc brand and logo, and the TruPrivacy brand and logo, are either trademarks, service marks or registered trademarks of Application Provider, and accordingly may not be copied, imitated, or used in whole or in part by Customer without Application Provider's prior written authorization or the authorization of Application Provider's suppliers or licensors where applicable. Other product, brands, and company names may be trademarks or service marks of their respective owners.

Application Provider expressly prohibits the use of SurMD or related services for any illegal use or transmission of copyrighted materials, and will respond upon notification by content owners to disable unauthorized use and transmission of copyrighted materials in connection with any SurMD Account. In addition, individual Customer SurMD Accounts may be disabled or terminated if these accounts are found to be illegally using or transferring copyrighted materials.

If Customer believes that User Data or Customer's work has been copied in a way that constitutes copyright infringement, Customer is invited to notify Application Provider by providing the following to support@surmd.com:

10. Third-Party Content, Sites and Services.

SurMD may contain features and functionalities linking Customer or providing Customer with certain functionality and access to third-party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. However, Application Provider is not responsible for any third-party content Customer chooses to access using or with its SurMD Account.

Application Provider has not reviewed, and cannot review or control, all of the materials, including computer software or other goods or services, made available on or through third-party websites. Accordingly, Application Provider does not represent, warrant or endorse any third-party website, or the accuracy, currency, content, fitness, lawfulness or quality of the information material, goods or services available through third-party websites. Application Provider disclaims, and Customer agrees to assume, all responsibility and liability for any damages or other harm, whether to customer or to third parties, resulting from Customer's use of third-party websites and content.

Customer agrees that, when linking to or otherwise accessing or using a third-party website, customer is responsible for: (i) taking precautions as necessary to protect customer and customer's computer systems from viruses, worms, trojan horses, malicious code and other harmful or destructive content; (ii) any downloading, use or purchase of material that is obscene, indecent, offensive, or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical mistakes and other errors; (iii) any downloading, use or purchase of material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or that is subject to additional terms and conditions, stated or unstated; (iv) all financial charges or other liabilities to third parties resulting from transactions or other activities; and (v) reading and understanding any terms of use or privacy policies that apply to those third-party websites.

Customer's transactions using its SurMD Account are between Customer and its transacting parties only, and not the responsibility of Application Provider. Application Provider is neither an agent of any transacting party, nor a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between Customer and the applicable third party. Customer hereby irrevocably waives any claim against Application Provider with respect to any third-party content and sites and any transactions Customer chooses to engage in with a third-party using or by Customer's SurMD Account.

11. Desktop Software.

If Customer has licensed Application Provider's software that allows Customer to use SurMD on Customer's desktop ("Desktop Software"), Customer understands and agrees that any information, materials, data, files, programs, ideas and opinions provided or made available by Customer through Desktop Software constitutes "User Data" as defined and discussed herein above. By licensing and using Desktop Software from Application Provider, Customer grants Application Provider and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Data on Customer's desktop through Desktop Software, for the sole purpose of providing Customer services relating to SurMD, including, without limitation, the back-up and synchronization of files between Desktop Software and other SurMD services. Application Provider assumes no liability for any action or inaction on its part with respect to any such User Data, including, without limitation, the loss of such User Data.

Customer may not use Desktop Software in a manner that results in excessive bandwidth usage, as determined by Application Provider. Application Provider reserves the right, at its sole discretion, to determine what action, if any, to take in response to any excess bandwidth usage, including, without limitation, limiting Customer's bandwidth allowance or charging Customer additional fees for excess usage.

Application Provider reserves the right, at its sole discretion, to make unscheduled deployments of updates or enhancements to Desktop Software. Customer acknowledges and agrees that during such deployments, certain functionality of Desktop Software may be unavailable and outages may occur.

12. No Warranty.

Application Provider provides SurMD and SurMD Account "as is," "with all faults" and "as available." The entire risk as to satisfactory quality, performance, accuracy, and effort is with Customer. To the maximum extent permitted by applicable law, Application Provider, and its affiliates, resellers, distributors, service providers and/or suppliers make no representations, warranties or conditions, express or implied, and further disclaim any and all warranties or conditions, express, statutory and implied, including without limitation (1) warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement; (2) warranties or conditions arising through the course of dealing or usage of trade; and (3) warranties or conditions that access to or use of any related websites and services will be uninterrupted or error-free. To the extent relevant jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, some of the above exclusions may not apply to Customer.

13. Limitation of Liability.

To the maximum extent permitted by law, in no event shall Application Provider be liable for any damages, including without limitation any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from this Agreement or Customer's use of SurMD, even if Application Provider or its affiliates, contractors, agents, and suppliers, have been advised of the possibility of such damages.

Specifically and without limitation, further to the disclaimers and limitations of liabilities set forth herein above, Application Provider is not responsible or liable for any viruses or other disabling features that affect Customer's access to or use of SurMD; any incompatibility between SurMD and other web sites, services, software and hardware Customer may be using; and any delays or failures Customer may experience in initiating, conducting or completing any transmissions or transactions in connection with SurMD and related services in an accurate or timely manner.

The exclusion of damages hereunder is independent of Customer's exclusive remedy and survives in the event such remedy fails in its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (1) breach of contract; (2) breach of warranty; (3) negligence; or (4) any other causes of action, to the extent such exclusion and limitations are not prohibited by applicable law. To the extent relevant jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, some of the above limitations may not apply to Customer.

If Customer is dissatisfied with SurMD or related services, or if Customer disagrees with any part of this Agreement, or if Customer has any other dispute or claim against Application Provider or its affiliates, contractors, agents, or suppliers, Customer's sole and exclusive remedy is to discontinue using SurMD and terminate its SurMD Account.

In the event that, notwithstanding the foregoing disclaimers, Application Provider is found responsible to Customer for any reason whatsoever, Application Provider's responsibility shall be limited to the amounts actually paid by Customer to Application Provider for SurMD and related services, and shall not include punitive damages or consequential or other damages of any nature. Customer agrees that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Application Provider and Customer. SurMD, SurMD Account and related services would not be provided without such limitations.

14. Changes to Services.

Application Provider reserves the right to change, modify, or update SurMD and related services, or delete features at any time and for any reason.

15. Indemnification.

Customer agrees to indemnify, defend and hold harmless Application Provider, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third-party providers and suppliers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by Customer. Application Provider reserves the right to assume, at its sole discretion, the exclusive defense and control of any matter subject to indemnification by Customer, in which event Customer will fully cooperate with Application Provider in asserting any available defenses.

16. Termination.

At any time Application Provider may terminate Customer's SurMD Account, in compliance with applicable laws and with or without notice. At any time Customer may terminate Customer's SurMD Account by providing written notice to Application Provider. The Termination by Customer takes effect within two (2) business days after such notice.

Upon Termination, Customer may request a file of Customer's User Data. Such request must be made along with Customer's notice to terminate if terminated by Customer or within two (2) business days of Termination by Application Provider. Unless not permitted by applicable law, Application Provider shall make available Customer's User Data for a reasonable fee. If Customer subscribed to a paid plan with Application Provider on the day of Termination, this fee shall be no more than Application Provider's cost. The requested User Data shall be provided to Customer within thirty (30) days of the request received from Customer.

17. Payment; Renewal.

Application Provider reserves the right to change fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to Customer which may be sent by email to the address Customer used to register Customer's Account, or by a system notification to the device that Customer uses to access Customer's SurMD Account.

Unless specifically agreed upon in writing between Customer and Application Provider at the commencement of a subscription term ("Term", whether monthly or annually), no later than fourteen (14) days prior to the conclusion of the Term, Application Provider shall automatically renew SurMD and related service for the same term and shall charge Customer's credit card, bank account, PayPal account or other financial account where applicable on the first day of the renewed Term.

If Customer is billed for SurMD and related services, payments are due within thirty (30) days of the billing date. To the extent any free trial is provided, the last day of any free trial period is the due date of the first payment. If payment is not received by the end of the 30-day time period, Customer's SurMD Account shall be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been received by Application Provider. Customer retains the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If any payment remains outstanding at the end of ninety (90) days from the billing date, Customer's SurMD Account shall be deactivated and none of the files or User Data shall be retrievable.

18. Refund.

Except as specifically set forth herein, SurMD and related services are prepaid for the period designated (monthly or annually) and the payments are non-refundable. This includes SurMD Accounts that are automatically renewed in accordance with the previous section. For clarity, when Customer cancels or terminates its SurMD Account, no refunds will be issued for the most recent or any previous billing.

Users of free trials may cancel or downgrade their accounts, free of charge, at any time until end of the free trial. If Customer has a question regarding the cancelation of its SurMD Account, Customer is required to give Application Provider's support staff adequate time to respond to Customer's message or inquiry. Delays in Application Provider's support system does not qualify as a reason to extend Customer's trial period, and shall not operate to permit any cancellation free-of-charge beyond the end of a free trial period.

19. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law principles. Customer's use of SurMD may be subject to other local, state, national, and international laws. Customer expressly agrees that exclusive jurisdiction for any claim or dispute with Application Provider or relating in any way to Customer's use SurMD resides in the California State courts of Santa Clara County, California and the Federal Court of the Northern District of California, San Jose Division. Customer further agree and expressly consent to the exercise of personal jurisdiction in the above courts in connection with any such dispute, including any claims against or involving Application Provider or its affiliates, subsidiaries, employees, contractors, agents, officers, directors, shareholders, telecommunication providers, content providers, and suppliers.

If Application Provider, in its discretion, takes legal action against Customer in connection with any actual or suspected breach of this Agreement, Application Provider will be entitled to recover from Customer as part of such legal action, and Customer agrees to pay, Application Provider's reasonable costs and attorneys' fees incurred as a result of such legal action pursuant to applicable court orders. Customer expressly agrees that any claims that Customer may have against Application Provider under this Agreement shall only be brought against Application Provider, not its shareholders, directors, officers, employees, or agents.

Any claim related to this Agreement must be brought within one year from the date when the claim could first be filed; any claims shall be permanently barred beyond the one-year period. This limitation applies to Customer and its successors and to Application Provider and its successors and assignees.

The failure of Application Provider to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of any such right or provision or related rights.

20. Notices to Application Provider.

Customer may notify Application Provider by email at support@surmd.com.

21. Assignment by Application Provider.

Application Provider may assign this Agreement in compliance with applicable laws to another party, in whole or in part, at any time with or without notice to Customer.

22. Severability.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable laws, the invalid or unenforceable provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall remain in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If You have any questions about this policy, please contact SurDoc at support@surmd.com.

SurDoc
111 West Evelyn Ave.
Suite 206
Sunnyvale, CA 94086