1. Authorized Use. Your use of the Portal and the Services is subject to an agreement ("Provider Agreement") between your employer or principal(a physician group, medical group, individual practice association or other healthcare entity or organization) ("Provider") who has obtained licenses and permission from, and has paid, the Hospitals to use the Portal and the Services. You must be authorized by your Provider to access and use the Portal and Services, and you will only have authorized access to the portions of the Portal and the Services that your Provider has ordered pursuant to the Provider Agreement. You are only permitted to use the Portal and the Services, and the Content, for the limited purposes of conducting the business of the Provider in accordance with the Provider Agreement.
2. Passwords. The Hospitals or Provider will assign to you a user code or password ("Password") for access to the Portal and Services. You must maintain the strict confidentiality of your Password, and you will not permit the use of your Password by any third parties or employees of Subscriber who are not authorized to access the Portal and Services. You do not have nor do you acquire any proprietary interest in the Portal, System or Services, or in the Password.
3. Proprietary Rights. The Portal, the System and the Content (including software applications and other computer code) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You are granted only a limited right to remotely access the System. These Terms do not grant you any rights in connection with any trademarks or service marks of the Hospitals or its licensors or providers, or any other intellectual proprietary rights with respect to the Portal, System or Services. All title and intellectual property and other rights in and to the Portal, System and Services are owned by the Hospitals and its licensors and providers. The Hospitals and its licensors and providers retain all rights with respect to the Portal, Content, System and Services, other than the limited licenses granted pursuant to the Provider Agreement and these Terms, and excluding the raw test results and patient data.
4. Prohibited Uses. You are responsible for all activity relating to or arising from your account or occurring under your username. You will not perform, permit, or allow any abuse or fraudulent or unlawful use of the Portal or Services for any fraudulent, unlawful or abusive purpose. You will take all commercially reasonable steps necessary to control and prevent abuse or fraudulent or unlawful use of the Portal and Services. Abuse and/or unlawful or fraudulent use of the Portal or Services includes, but is not limited to:
4.1. Attempting or assisting, directly or through another person, company or entity, to access, alter or interfere with he communications and/or information of a third party by rearranging, tampering or making an unauthorized connection with any facilities comprising the Portal, System or Services;
4.2. Using the Portal or Services in such a manner so as to interfere unreasonably with the use of the Portal, System or Services by other parties;
4.3. Using the Portal, System or Services to convey information that is deemed to be, in the Hospitals' sole judgment, obscene, salacious or prurient, or to convey information of an unlawful nature or in an unlawful manner;
4.4. Using the Portal, System or Services to retrieve data or information concerning individuals who are not your patients; or
4.5. Using the Portal, System or Services to gather, transmit, process, store, disclose and/or otherwise use confidential patient information in an manner which violates such patient's privacy or other rights under any state, federal or other statute, law, ordinance or regulation.
5. Certain Rights. The Hospitals may, by written notice to you or the Provider, cancel your right to use the Portal or Services, or to access the System, without liability or penalty to the Hospitals, if the Hospitals reasonably determine that you have breached the terms of these Terms, or otherwise abused or fraudulently used the Portal, System or Services or have permitted the abuse or fraudulent use of the Portal, System or Services by third parties.
6. Patient Data and Information. You warrant, represent and agree that you will at all times comply with all laws, statutes, regulations, ordinances, or restrictions of any governing body or governmental entity, whether state, federal or otherwise, currently existing or hereafter enacted, which governs, controls, restricts or is otherwise applicable to the receipt, gathering, storage, maintenance, transmission, processing, reporting, disclosure, release or other use of patient information through or in connection with any use of the Portal or the Services. The Hospitals and its licensors and providers does not assume any responsibility and will incur no liability for, your use or misuse of any patient information or other information received, gathered, stored, maintained, transmitted, processed, reported, disclosed or released through the use of the Portal, System or Services.
7. Entire Agreement; Modifications. These Terms,along with the Provider Agreement, contains the entire understanding between you and the Hospitals and supersedes all prior written (including electronic communications) and oral understandings relating to the subject matter hereof. The Hospitals reserves the right to make changes or amendments to these Terms, from time to time without advance notice. The Hospitals agree to post all amended forms of these Terms on this Portal. Your continuing use of the Portal, System or Services after any such changes or amendments to these Terms and the posting of an amended agreement on the Portal will be deemed acceptance and agreement to the terms of such amended agreement, effective on the date of the posting of the amended agreement on the Portal. It is at all times user's responsibility to read the most current form of these Terms before using the Portal or Services to ensure that you agree to the terms and conditions of any amendment to these Terms.
8. Disclaimer of Warranties. OTHER THAN ANY WARRANTIES EXPRESSLY PROVIDED IN THE PROVIDER AGREEMENT, THE PORTAL,SYSTEM AND SERVICES ARE PROVIDED "AS-IS" AND THE HOSPITALS, AND THEIR LICENSORS AND PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.
10. Term and Termination. In addition to our right to terminate your access to and use of the Portal and the Services under Section 5 above, your right to access and use the Portal and the Services terminates automatically upon any termination of the Provider Agreement or the termination of your employment relationship with the Provider.
11. Links to Other Sites. This Portal may contain links to other web sites, and other web sites may link to this Portal. These links are provided for your convenience only. The Hospitals do not control these other sites and assume no liability or responsibility for them, including any content or services provided to you by such sites. You should not consider any link to or from another site as an endorsement of that site by the Hospitals unless the Hospitals expressly state so. In addition, other sites operated by SHC, LPCH, or Stanford University may be subject to differing terms and conditions of use, even if linked to from this Portal. You are solely responsible for reviewing and complying with such other terms.
12. General Provisions. You may not assign, delegate or transfer any of your rights or obligations under these Terms. These Terms will be governed by and construed in accordance with the laws of the State of California, United States of America, as such laws would apply to a contract fully negotiated, entered into and performed in that state. These Terms are severable to the extent any term is deemed invalid, illegal or unenforceable. The Hospitals' failure to enforce any provision of these Terms will not be deemed a waiver of that or any other provision of these Terms.