GENOMET TERMS OF USE

LAST UPDATE JUNE 10, 2019

This Agreement (the “Agreement”) sets forth the terms and conditions under which Genomet, Inc. (“Genomet”) provides the Genomet platform, the VirtualBoard Powered By Genomet platform, and other services (the “Services”) to you, the health care provider (“Provider” or “You”). This Agreement, effective as of the last date signed below, replaces and supersedes any previous Genomet Agreements entered into between the parties.

This Agreement between Provider and Genomet complies with the requirements of the implementing regulations of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as modified by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”).   Specifically, the “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. The HIPAA Privacy Rule is the Standards for Privacy of Individually Identifiable Health Information at 45 CFR, part 160 and part 164, subparts A and E.  The HIPAA Security Rule is the HIPAA Security Standards (45 C.F.R. Parts 160, 162, and 164). The HIPAA Breach Notification Rule is the Notification in the Case of Breach of Unsecured Protected Health Information, as set forth at 45 CFR Part 164 Subpart D. Genomet recognizes and agrees that it is obligated by law to meet the applicable provisions of the HIPAA Rules.   

  1. User Accounts, User Privacy

    1. Your privacy as a user of the Services, and your rights with regard to your information, are set forth in Genomet’s current Privacy Policy can be found by clicking https://genomet.com/privacy-policy/ . The Genomet Privacy Policy is expressly incorporated into this Agreement.
    2. You must provide complete and accurate information on registration for use of the Services. You agree to: (a) supply the information requested in the registration process, (b) ensure that all the information you supply to Genomet is accurate, and (c) update your personal information. You are entirely responsible for the maintaining the confidentiality of your password. You may not use a third party’s account, user name or password at any time. You agree to notify Genomet immediately of any unauthorized use of your account, user name or password. Genoment will not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Genoment, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account or password.
    3. You may update or change your personal information and your privacy preferences by contacting us at [email protected]. Please review the Privacy Policy for more information.

  2. Ownership

    1. Genomet’s Intellectual Property. The Services are owned and operated by Genomet. All right, title and interest in and to the materials provided on the Services, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials”) are owned or licensed either by Genoment or by Genomet’s respective third party authors, developers or vendors. Except as may be expressly stated on the Services or in this Agreement, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Services shall be construed to confer any license under any of Genomet’s intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted herein are reserved by Genomet.

    2. Limited Permission to Download. Genoment hereby grants you permission to download, view, copy and print the Materials found on Genomet on any single, stand-alone computer solely for your personal, informational, and internal business use provided that (i) the copyright and trademark notice appearing below appears in such Materials, (ii) the Materials are not used on any other Web site nor in a networked computer environment and (iii) the Materials are not modified in any way. This permission terminates automatically without notice if you breach any of the terms or conditions of this Agreement. On any such termination, you agree to immediately destroy any downloaded or printed Materials. Any unauthorized use of any Materials contained on the Services may violate copyright laws, trademark laws, laws of privacy and publicity, communications regulations and statutes as well as other rights, laws, rules, regulations and statutes.

  3. Content You Submit.

    The Services are intended for use with de-identified information and Limited Data Sets (as that term is defined in the Privacy Rule.) It is your responsibility to obtain appropriate consents for the information you submit, and to ensure that the information you submit (i) complies with HIPAA and (ii) is de-identified as set forth in subparagraph. You agree to be legally liable for any failure to comply with this section, and will indemnify and hold Genomet harmless for liability for content you submit.

    1. De-identified Information.  You agree to submit only the minimum amount of information reasonably necessary to accomplish the intended purpose the Services, and to remove any of the following information:
      1. Names.
      2. All geographic subdivisions smaller than a state
      3. All elements of dates (except year) for dates directly related to an individual
      4. Telephone numbers.
      5. Facsimile numbers.
      6. Electronic mail addresses.
      7. Social security numbers.
      8. Medical record numbers.
      9. Health plan beneficiary numbers.
      10. Account numbers.
      11. Certificate/license numbers.
      12. Vehicle identifiers and serial numbers, including license plate numbers.
      13. Device identifiers and serial numbers.
      14. Web universal resource locators (URLs).
      15. Internet protocol (IP) address numbers.
      16. Biometric identifiers, including fingerprints and voiceprints.
      17. Full-face photographic images and any comparable images.
      18. Any other unique identifying number, characteristic, or code, unless otherwise permitted by the Privacy Rule for re-identification.
    2. Patient Consents. Where the information you submit to the Services requires patient consent under applicable privacy laws or regulations, you agree to obtain the patient’s written consent prior to submitting the patient’s information, and you, and not Genomet, will be responsible for complying with consent requirements under applicable law and regulation.
    3. You are legally and ethically responsible for any content – writings, files, pictures, comments or any other content – that you post or transmit using the Services (“User Content”). In posting User Content, you are responsible for honoring the rights of others, including intellectual-property rights (copyright, patent and trademark), the right to privacy, the data privacy rights, and the right not to be libeled or slandered. You are responsible for obtaining any necessary permissions or authorizations connected with the User Content. Contributions to, access to and use of the User Content is at your own risk and subject to the below terms and all other terms and conditions of these Terms of Use.
    4. In posting User Content, you authorize other users of the Services to make personal and customary use of the work, including viewing, commenting on, or reposting, but not otherwise to reproduce or disseminate the User Content.
    5. Using the Services or posting User Content to the Services for any illegal activity under the laws of the State of New York and the United States is a violation of these Terms of Use. You agree not use the Site in any way that could damage, disable, or impair any Services provided by Genomet (or the network(s) connected to the Site), violate the privacy and security of other users, or interfere with any user’s use and enjoyment of any of the Services. You agree not to attempt to gain unauthorized access to any services offered on the Services, other accounts, computer systems or networks connected to the Site or Services, through hacking, password mining or any other means. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or Services.
    6. Genomet has the right, but not the obligation, in our sole and absolute discretion, to (i) edit, redact or otherwise change any User Content, (ii) re-categorize any User Content to place it in a more appropriate location or (iii) pre-screen or delete any User Content that is determined to be inappropriate or otherwise in violation of these Terms of Use, including but not limited to User Content containing offensive language and advertisements.

 

  1. No Warranty

    . THE SERVICES AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GENOMET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
  • GENOMET MAKES NO WARRANTY THAT: (A) THE SERVICES OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR ANY MATERIALS OFFERED THROUGH THE SERVICES, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS OR ARE SUITABLE FOR YOUR USE OR CIRCUMSTANCES.
  • OBTAINING ANY MATERIALS THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. GENOMET SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.
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  2. Limitation of Liability. IN NO EVENT SHALL GENOMET, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE, EVEN IF GENOMET HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH INSTANCE THE MAXIMUM LIABILITY OF GENOMET TO YOU IS THE AMOUNT PAID BY YOU. IN ANY CASE, THE MAXIMIMUM LIABILITY OF GENOMET TO YOU EQUALS THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT.
  3. Indemnification. You agree to defend, indemnify and hold harmless Genomet, our officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Services.
  4. Governing Law; Venue. By using the Services, you expressly agree that your rights and obligations shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its choice of law rules. Any legal action or proceeding relating to your access to or use of the Services or Materials shall be instituted in a state or federal court in the State of New York. You and Genomet agree exclusively and irrevocably to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. This Agreement expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving the Services.
  5. Trademarks. VIRTUALBOARD, GENOMET, and all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Genomet. All other trademarks, product names and company names or logos cited herein are the property of their respective owners.
  6. Acknowledgement. BY USING GENOMET’S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.
  7. Contact. If you have any questions about this Agreement or the Services, you can contact us at [email protected].