TeamLINKS.com NON-SUBSCRIBER AGREEMENT TERMS AND CONDITIONS
1. Term. The Commencement Date shall be the date this Agreement is accepted by TeamLINKS.com at its administrative office. TeamLINKS.com may elect not to accept a Provider within two business days after the Provider agrees to this Agreement. The Agreement shall continue in effect until terminated by either Provider or TeamLINKS.com. Either Provider or TeamLINKS.com shall have the right to terminate this Agreement and Provider’s right to access the TeamLINKS.com Products at any time with or without cause.
2. Access to TeamLINKS.com Products. The TeamLINKS.com Products are a set of Internet hosted, multi-user clinical management software applications and associated data resident on TeamLINKS.com’s servers that are accessible through an Internet portal maintained by TeamLINKS.com. The TeamLINKS.com Products include collaboration tools, including a standardized format for case management threaded discussions, collaborative mailboxes and calendars; and a clinical database of patient records and charts. Patient records may be initiated only by Subscribers to the TeamLINKS.com Products (individually a Subscriber and collectively Subscribers). Providers may access patient information on the TeamLINKS.com Products only if authorized by a Subscriber. TeamLINKS.com shall permit Provider, through the Authorized Users (as defined in Section 3) designated by Provider, to access and to use the TeamLINKS.com Products on a non-exclusive basis, subject to the terms of this Agreement and provided that TeamLINKS.com may restrict or condition access and use at any time if it reasonably believes that such continued access or use will imminently and materially disrupt, degrade or injure continued function or use of the TeamLINKS.com Products with respect to other TeamLINKS.com customers.
3. Consents and Authority. Provider shall designate one or more of its personnel as Authorized Users who are duly authorized by Provider to access and use the TeamLINKS.com Products on its behalf. Provider shall at all times ensure that it and its personnel are duly authorized to submit the data they enter using the TeamLINKS.com Products, that they are duly authorized to access the data that they request or retrieve in connection with use of the TeamLINKS.com Products, and that TeamLINKS.com is authorized to receive, process and use the data that they enter using TeamLINKS.com as contemplated by this Agreement.
4. Warranties. a. Disclaimer of Warranties. PROVIDER ACKNOWLEDGES THAT PROVIDER IS NOT AN TeamLINKS.com SUBSCRIBER, AND THAT TeamLINKS.com MAKES NO WARRANTIES WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA OR BUSINESS INTERRUPTION), EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. b. Provider Authorization. The Provider warrants to TeamLINKS.com on a continuing basis that it and its personnel are duly authorized to submit the data that is entered in the TeamLINKS.com Products on its behalf, that it and its personnel are duly authorized to access the data requested or retrieved by it or its personnel in connection with the use of the TeamLINKS.com Products, and that TeamLINKS.com is duly authorized to receive, process, and use said data as contemplated in this Agreement, including but not limited to incorporation of said data into the Compiled Information in conformity with the procedures and restrictions set forth in this Agreement.
5. Provider’s Proprietary Rights. Provider represents and warrants to TeamLINKS.com that Subscriber owns, or has the right to use, information which it enters into the TeamLINKS.com Products (the Provider Information). Provider hereby grants TeamLINKS.com a non-exclusive license to use the Provider Information solely as contemplated by this Agreement.
6. Termination. This Agreement may be terminated immediately upon notice by the non-breaching party in the event of a material breach by the other party. In all other cases, this Agreement may be terminated by either party with or without cause upon 60 days written notice. If this Agreement is terminated by TeamLINKS.com without cause, Subscriber shall be entitled to the return of a prorated portion of the Set Up Fee and the Technical Support Fee based upon a fraction, the numerator of which shall be the number of days, if any, remaining in the 12 month period following the payment of the fee and the denominator of which shall be 365. Following the termination of this Agreement for any reason by either party, Subscriber shall have no right to use the TeamLINKS.com Products.
7. Miscellaneous. a. Notice. Except as expressly provided in this Agreement, all notices under this Agreement shall be given in writing and delivered to the parties at their respective addresses as entered on TeamLINKS.com’ records, personally or by certified mail, return receipt requested, commercial courier or facsimile transmission (if receipt is confirmed). b. Force Majeure. The time for performance of the parties will be extended for delays due to unforeseeable causes beyond the parties’ control and without their fault or negligence, if the party seeking delay notifies the other of the causes of the delay within three (3) days. c. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other except to a successor or purchaser of substantially all of the business and assets of the assigning party. d. Applicable Law This Agreement must be accepted by TeamLINKS.com at its principal office to be binding on TeamLINKS.com. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflict of law rules. e. Entire Agreement. This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous discussions or agreements, whether written or oral. f. Amendments. This Agreement may not be amended except in a writing signed by the party against whom the amendment is to be enforced. g. Waiver. No provision or breach of this Agreement may be waived except in writing. No waiver or consent will constitute a waiver or consent to a subsequent breach by either party. h. Effect. This Agreement shall not be effective or binding on TeamLINKS.com until it is accepted by TeamLINKS.com at its administrative office. TeamLINKS.com reserves the right not to accept agreements to establish or link sites to the TeamLINKS.com site.
Relationship to Terms and Conditions of Use and Other Contracts