These terms are a binding contract between you (“Customer”, “you” or “your”) and Firmalab (“Firmalab”, “we” or “us”). These terms and conditions govern your access and use of the web-based portal (the “Services”), which Firmalab operates for use by healthcare professionals, laboratories, and other digital health partners in initiating test orders and accessing test results.
(i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services;
(ii) modify, translate, or create derivative works based on the Services or System or any software (except to the extent expressly permitted by Firmalab or authorized within the Services);
(iii) sell, sublicense, lease, permit or transfer the Services or System (or Customer’s right to use the Services, as contemplated by these TOU) or System to any third party;
(iv) take any action that would render the operation or use of the Services or the System unlawful;
(v) make the Services, in whole or in part, available to any person or entity other than Customer, or Customer’s employees, agents, contractors and other service providers authorized by Customer to use the Services on Customer’s behalf and in accordance with these TOU (“User” or “Users”); or
(vi) grant any user, including Users, any rights to access or use the System or the Services that they would not be allowed to under these TOU (except to the extent expressly permitted by Firmalab) or Applicable Laws (as defined below in Section 2.3(ii)).
Additionally, Customer shall be responsible for:
(i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Customer Equipment”);
(ii) complying and ensuring that Customer’s and any User’s use of the Services complies with all Applicable Laws as may be required, including but not limited to the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (“HIPAA”), as well as other laws relating to the maintenance of privacy, security and confidentiality of patient and other health information (collectively, “Applicable Laws”);
(iii) taking such actions required to preserve and protect the confidentiality of Customer Data, including by maintaining the security of the Customer Equipment, Services, System, and login credentials by ensuring that no person who is not an authorized user is allowed access to the Services or the System, and by implementing and maintaining appropriate administrative, physical and technical safeguards to protect any Customer Data from any unauthorized or prohibited access, disclosure, use or loss, in each case as may be required to comply with all Applicable Laws;
(iv) ensuring that all Users use the Services and the System in accordance with these TOU; and
(v) obtaining and maintaining all necessary consents, authorizations or releases from individuals required for transmitting through the Services, or otherwise making available on the System, any Customer Data.
To the extent Customer is a business associate of Firmalab, as that term is defined under HIPAA, Customer has or will prior to any use of the Services enter into with Firmalab a Business Associate Agreement with respect to any transmitted data, the use of which is or may be governed by HIPAA or other similar Applicable Laws. Customer represents, warrants and covenants that it or the responsible entity has obtained all necessary patient consents under such Applicable Laws for use of the applicable transmitted data as contemplated under these TOU. Customer hereby agrees to indemnify and hold harmless Firmalab and its affiliates, directors, officers, agents and representatives against any Losses in connection with any claim or action that arises from an alleged violation of the foregoing representation, warranty and covenant.
Customer hereby acknowledges that in granting use of the Services to Customer, Firmalab is relying and will rely on the assurances of Customer as to the identity and credentials of any Users, as well as the purpose for which, and the nature and extent of the information to which, they will have access to the Services. Customer understands that, while the Services will contain certain technical safeguards against unauthorized use, Firmalab is relying to a substantial extent on the representations and undertakings of Customer under these TOU, including representations and undertakings concerning misuse or unauthorized use of the Services.
Customer will as soon as practicable notify Firmalab of any breach or suspected breach of the security of the Service or the System of which Customer becomes aware, or any unauthorized use or disclosure of any Customer Data, and Customer will take such action to mitigate the breach or suspected breach or unauthorized use or disclosure as Firmalab may direct, and will cooperate with Firmalab in investigating and mitigating any such breach or suspected breach. Customer acknowledges and agrees that any information in or transmitted through the Services under these TOU are not intended to be a substitute for professional medical advice, diagnosis or treatment, and Customer hereby represents and warrants that it will not represent or make any statement that any data management or technology or service received from Firmalab under these TOU, including but not limited to the Services, are or can be used as a substitute to professional medical advice, diagnosis or treatment.
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