These Terms and Conditions were last updated on November 10, 2021.

Historical versions (V1 04 AUG 2016) are maintained and available at either https://florencehc.com/compliance/, the Florence Compliance Team’s self-audit portal, and/or by emailing privacy@florencehc.com.

Introduction

Florence Healthcare Inc. (“Florence,” “we,” “us,” “our”) provides its services (described below) to you through its website located at https://florencehc.com/ (the “Website”) and through its software solutions platform (the “Platform”) and related services, content, tools, widgets, software, API(s), and/or other product(s), service(s), data, or information supplied to you by Florence (collectively, including any new features and applications, and the Website and the Platform, the “Service(s)”), subject to the following Terms of Use (as amended from time to time, the “Terms of Use”).  We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.  Any such changes will become effective no earlier than fourteen (14) days after they are posted unless otherwise specified, except changes addressing new functions of the Services or changes made for legal reasons will be effective immediately.  Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Use. You and we are collectively referred to as the “Parties.”

In addition, when using certain Services, you may be subject to any additional terms and conditions applicable to you as a user of such Services, including, without limitation, the Privacy Policy located at https://florencehc.com/privacy-policy/.  In addition, to the extent applicable, Florence’s Business Associate Agreement “(BAA”) and Data Processing Agreement (“DPA”) are incorporate into, and form part of these Terms of Use and accompanying Privacy Policy, and both are available at either https://florencehc.com/compliance/, the Florence Compliance Team’s self-audit portal, and/or by emailing privacy@florencehc.com. You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and the Privacy Policy, which includes those terms and conditions expressly set forth herein and those incorporated by reference before using the Website and the Platform.

AGREEMENT: PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE FORM A BINDING AGREEMENT BETWEEN YOU AND FLORENCE HEALTHCARE, INC. BY CLICKING “I ACCEPT”, “I AGREE”, OR THE LIKE AND ACCESSING AND USING OUR SERVICES YOU ARE ENTERING THESE TERMS OF USE ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, TO BE BOUND BY THESE TERMS AND CONDITIONS AND ACCOMPANYING PRIVACY POLICY. BY ACCEPTING THESE TERMS OF USE, YOU ARE REPRESENTING TO FLORENCE THAT ARE AN AUTHORIZED REPRESENTATIVE (AS DEFINED BELOW) OF YOUR ORGANIZATION WITH AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF YOUR ORGANIZATION.  PLEASE READ THESE TERMS OF USE CAREFULLY, AND DO NOT ACCEPT THEM IF YOU ARE NOT AUTHORIZED TO SO. IF YOU HAVE A WRITTEN AGREEMENT WITH FLORENCE, SUCH WRITTEN AGREEMENT WILL SUPERSEDE THESE TERMS OF USE.

Section 1 Definitions

For the purposes of these Terms of Use, the terms set forth in this section have the meanings assigned to them below. Terms not defined below or in the body of these Terms of Use (whether or not capitalized) have the definitions given to them in HIPAA.

  1. Administrative Rights” means the rights to administer and direct the use of a Provider’s account, including the authority to provide, request, issue, administer and limit the access rights to other user accounts issued to such Provider’s Authorized Workforce or Services Users, as well as the rights to integrate, connect, or otherwise share Your Information with, or receive Protected Health Information from, third parties through the Services.
  2. Authorized Workforce” means those natural persons who are members of your Workforce who you have identified (by their legal names, and the legal names of their employers) in your account as authorized to access the Services on your behalf.
  3. Confidential Information” means any information relating to either Parties’ business, financial affairs, current or future products or technology, trade secrets, workforce, customers, clients, patients, study participants or any other information that is treated or designated by the disclosing Party as confidential or proprietary. Confidential Information does not include information that made publicly available or that becomes known to the general public other than as a result of a breach of an obligation by the receiving Party.
  4. Consent” means consent or authorization by a Services User allowing us to take actions described under these Terms of Use, which the Services User may give in an electronic communication to us or by use of the features of the Services (such as “share,” “transmit,” “refer,” “authorize,” “agree” and the like).
  5. Credentials” means any unique identifier, password, token, credential, any combination thereof, or other means we may utilize from time to time for authorizing access to all or any portion of the Services.
  6. Data” means all information in any form including de-identified or otherwise, whether or not Confidential Information or proprietary, collected or created by, or delivered to us, including any documents uploaded into Service, or furnished, disclosed or otherwise made available to us, directly or indirectly, by or on behalf of any Services User, including data of or pertaining to any derivatives of such data.
  7. Florence Products means eBinders, eISF, eTMF, eHub, ePrinter, eConsent, and/or other Florence software or tools (as applicable and made available to the end user).
  8. “HIPAA” means the administrative simplification provisions of the United States (US) Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the regulations promulgated thereunder, including the Privacy Rule and the Security Rule, as amended.
  9. Personal Information” means any information relating to an identified or identifiable natural person.
  10. Policies and Procedures” means our rules, regulations, policies and procedures for access to and use of the Services, as changed from time to time and as posted electronically on our Internet website.
  11. Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information at US Food and Drug Administration (FDA) Code of Federal Regulations (CFR): 45 CFR Part 160 and Part 164, Subparts A and E, as amended.
  12. Protected Health Information” has the meaning given it in the Privacy Rule.
  13. Provider” has the same meaning as “health care provider” given in US FDA 45 CFR §160.103 and includes researchers or other members of the Authorized Workforce or Services Users.
  14. Provider of Record” has the meaning given in Section 3.1.1.
  15. Security Rule” means the Security Standards for the Protection of electronic Protected Health Information at US FDA 45 CFR Part 160 and Part 164, Subparts A and C, as amended.
  16. Services” means the services provided by us to you for the Purpose.
  17. Services Users” means end users who a Provider authorizes to access the Services even if they are not directly controlled by the Provider. These users may include patients, trial subjects, other trial participants, medical professionals, and hospital, clinic or trial site administrators or executives or a natural person who has been authorized pursuant to these Terms of Use to access the Services.
  18. Term” means the initial term and all renewal terms of these Terms of Use as provided in Section 10.1.
  19. Workforce” means a Provider’s employees, volunteers, trainees, and other persons whose conduct, in the performance of work for Provider, is under the direct control of such Provider, whether or not they are paid by the Provider, and shall also include any of Provider’s sponsors or other corporate partners (e.g., contract research organization) and their employees or other persons under their direct control.
  20. Your Health Information” means Protected Health Information (as defined in HIPAA) that you or your Workforce or Services Users input or upload onto the Services or that we receive on your behalf from your patients, study participants, authorized service providers, or our third-party partners and other participants.
  21. Your Information” means information that you or your Workforce or Services Users input or upload onto the Services, including Your Personal Information and Your Health Information.
  22. Your Personal Information” means Personal Information that you or your Workforce or Services Users enter or upload onto the Services. If Your Personal Information includes Personal Data of individuals in the European Economic Area (EEA), United Kingdom (UK) and/or Switzerland, such Personal Data is regulated by the General Data Protection Regulation (“GDPR”), or its equivalent national law, and subject to Florence’s Data Processing Agreement (DPA), which is available at either: https://florencehc.com/compliance/, the Florence Compliance Team’s self-audit portal, and/or by emailing privacy@florencehc.com.
  23. In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The headings used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use.

Section 2 Grant of Right to Use the Services

We grant to you and you accept a non-exclusive, personal, non-transferable, limited right to access and use the Services, and a non-exclusive, personal, non-transferable, limited license to access or use of the Services during the Term, subject to your full compliance with the terms and conditions set forth in these Terms of Use.

You will not:

  1. use the Services for time-sharing, rental or service bureau purposes;
  2. make the Services, in whole or in part, available to any other person, entity or business;
  3. copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used by the Services; or
  4. modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the Services or associated software with any other software or services not provided or approved by us.

You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by these Terms of Use.

Section 3 Access to the Services

1. Access Rights of Providers and their Authorized Workforce.

1.1. Provider of Record. We offer the Services to Providers and to natural persons who are members of such Providers’ Authorized Workforce, as more fully described in Section 3. We treat the Provider in whose name the account is established as the owner of all User accounts associated with such Provider, and we call this Provider the “Provider of Record.” The Provider of Record may be changed as may be needed. Although a member of a Provider of Record’s Authorized Workforce may have signed up for an account or electronically entered into these Terms of Use or may continue to administer Administrative Rights on the Provider of Record’s behalf, only the Provider of Record is entitled to any of the rights, remedies or benefits under these Terms of Use and control over the Administrative Rights. The Provider of Record is likewise subject to all of the covenants, restrictions, limitations, representations, warranties, waivers and releases included in these Terms of Use. The Provider of Record may delegate Administrative Rights to one or more members of the Provider of Record’s Authorized Workforce, but the Provider of Record remains responsible for all activity occurring thereunder.

1.1.1. Incomplete or Inaccurate Registration Information. A Provider that has failed to complete the registration information sufficient to establish itself as the Provider of Record may not be able to access all of the Services. In addition, until such Provider completes such registration information, such Provider agrees and acknowledges that it is subject to, and we may enforce against it, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in these Terms of Use that are applicable to the person addressed as “you” in these Terms of Use, and such Provider hereby grants and makes all rights, waivers and releases set forth in these Terms of Use that are granted and made by the person addressed as “you” in these Terms of Use, but such Provider is entitled to none of, and hereby waives and agrees not to assert any of, the rights, remedies or benefits under these Terms of Use (other than our assurances and obligations below, which such Provider shall have the right to enforce). Once a Provider’s registration has been submitted sufficient to establish its status as the Provider of Record, this provision shall cease to apply.

1.2. Authorized Representatives. An authorized representative of a Provider may obtain an account on behalf of such Provider and may have administrative privileges on the account. We call the person(s) authorized to act on behalf of a Provider the “Authorized Representative(s)” of such Provider. The Provider and Authorized Representative may be the same person. If you are establishing an account or taking any action with respect to a Provider’s account, you represent and warrant that (a) you have the authority to act on such Provider’s behalf either as owner/principal or as a member of such Provider’s Authorized Workforce (b) you have the authority or obtained any necessary rights to or consents for the information you enter or upload onto the Services, (c) the information you enter or upload onto the Services is complete and accurate, and (d) you have the authority to enter into these Terms of Use on behalf of such Provider and bind such Provider to the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations, warranties, grants, waivers and releases contained in these Terms of Use. If you are an Authorized Representative, you recognize that you have no personal rights with respect to such Provider’s account, and that such Provider may change the Authorized Representative at any time, for any or no reason, with or without notice.

1.3. Authorized Workforce. If you are a member of a Provider’s Authorized Workforce, and such Provider has authorized you to access the Services on its behalf by authorizing a Credential for you, then you are authorized under these Terms of Use to access the Services solely on behalf and at the direction of such Provider. As such, you may sign in and use the functionality of the Services solely on behalf and at the direction of such Provider. You consent to and authorize the disclosure to such Provider of any content related to, or otherwise generated by your use of the Services, including secure messages. You hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in these Terms of Use that are applicable to the person addressed as “you” in these Terms of Use, and you hereby grant and make all rights, waivers and releases set forth in these Terms of Use that are granted and made by the person addressed as “you” in these Terms of Use, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under these Terms of Use other than the limited, non-exclusive, non-transferable, personal right under this section to sign in and use the functionality of the Services solely on behalf and direction of such Provider. Notwithstanding the applicable provisions at Section 10, you acknowledge that your access to the Services may be terminated by the Provider or us at any time, for any reason or no reason at all, with or without notice. By (i) accessing any of the Services under a Provider’s account(s), or (ii) contacting us by any means and requesting or directing us to take any action with respect to any Provider’s account(s) or data held by such account(s), or (iii) asserting any right or authority with respect to such account(s) or data, you represent and warrant that you have the authority to act on such Provider’s behalf and that you are not using the Services, or otherwise engaging in the activities described in clauses (i) through (iii) above, for the benefit or at the direction, of any person or entity other than such Provider.

1.4. Services Users. A Provider may make available the Services to applicable Services Users. If designated by a Provider as a Services User, you may sign in and use the functionality of the Services solely as authorized by the Provider.  You consent to and authorize the disclosure to such Provider of any content related to, or otherwise generated by your use of the Services, including secure messages. You hereby agree and acknowledge that you are subject to, and we may enforce against you or the Provider, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in these Terms of Use that are applicable to the person addressed as “you” in these Terms of Use, and you hereby grant and make all rights, waivers and releases set forth in these Terms of Use that are granted and made by the person addressed as “you” in these Terms of Use, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under these Terms of Use other than the limited, non-exclusive, non-transferable, personal right under this section to sign in and use the functionality of the Services as authorized by such Provider. Notwithstanding the applicable provisions at Section 10, you acknowledge that your access to the Services may be terminated by the Provider or us at any time, for any reason or no reason at all, with or without notice. By (i) accessing any of the Services under a Provider’s account(s) or as otherwise authorized by a Provider, or (ii) contacting us by any means and requesting or directing us to take any action with respect to any such account(s) or data held by such account(s), or (iii) asserting any right or authority with respect to such account(s) or data, you represent and warrant that you have the authority to access the Services by such Provider and that you are not using the Services, or otherwise engaging in the activities described in clauses (i) through (iii) above, as authorized by any person or entity other than such Provider.

2. Trial Use. We may offer the Services on a limited basis to trial users (“Trial Use license”) under this section. If you have signed-up for an account for the purpose of evaluating the Services (“Sandbox or Trial Use”), you may use the Services only in connection with such Trial Use. As such, you hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in these Terms of Use that are applicable to the person addressed as “you” in these Terms of Use, and you hereby grant and make all rights, waivers and release set forth in these Terms of Use that are granted and made by the person addressed as “you” in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under these Terms of Use other than the limited, non-exclusive, non-transferable, personal right under this section to sign-in and make Trial Use of the functionality of the Services. Notwithstanding the applicable provisions at Section 10, you acknowledge that your access to the Services may be terminated by us at any time, for any reason or no reason at all, with or without notice. You also hereby acknowledge and agree that in the event that you at any time use the Services in the course of providing healthcare services to any individual or you enter any health information of any Individual, (a) your Trial Use license will immediately convert, without further action by either Party, to the relevant license described in Section 3.1 if the circumstances described in Section 3.1.1, 3.1.2, 3.1.3, or 3.1.4 apply, or (b) if none of those sections applies, you are not authorized to access or use the Services, and must immediately cease such access or use.

3. Restrictions. In addition, to further safeguard the confidentiality, integrity and availability of the information and other elements housed in the Services, as well as the stability of the Services, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:

3.1. abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information housed in the Services, except in accordance with accepted practices;

3.2. use the Services in a manner that interferes with other Users’ use of the Services;

3.3. use the Services in any manner that violates our Policies and Procedures or these Terms of Use; or

3.4. use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Services;

3.5. circumvent any technical measures we have put in place to safeguard the Services or the confidentiality, integrity or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access to the Services solely to the class of persons expressly so authorized pursuant to Sections 3.1.1 through 3.1.4; and

3.6. access any portion of the Services other than with a commercial browser (such as Edge, Mozilla Firefox or Chrome) or mobile applications developed and operated by us.

4. Safeguards.

4.1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Services. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce or Services Users to transmit, store and process electronic health information through the use of the Services.

4.2. You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, and you will take such action to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Services as we may direct and will cooperate with us in investigating and mitigating the same.

5. User Identification. We authorize you and your Authorized Workforce and Services Users to use the Credentials uniquely assigned to, or selected by, each such individual User. You acquire no ownership rights in any such Credentials, and such Credentials may be revoked or changed at any time in the discretion of us or the Provider of Record. You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons. Each member of your Authorized Workforce and Services Users shall have and use a unique identifier. You will ensure that no member of your Workforce or Services Users uses Credentials assigned to another Workforce or Services Users member.

6. No Third-Party Access. Except as required by law, you will not permit any third party (other than the persons who satisfy the definition of Authorized Workforce and meet the requirements of Section 3.1.3 or Services Users in accordance with Section 3.1.4) to use or access the Services without our prior written agreement. Nor will you authorize or assist any person or entity in accessing, or attempting to access, any portion of the Services via any means other than a commercial browser (such as Edge, Mozilla Firefox or Chrome) or a mobile app that we have authored and provided to you. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Services. You will cooperate fully with us in connection with any such demand.

7. Authorized Workforce and Services Users. You may permit your Authorized Workforce and Services Users to use the Services, subject to the terms of these Terms of Use. You will:

7.1. require each member of your Authorized Workforce and Services Users to have unique Credentials, and will provide to us the name(s) of each such member for which you are seeking Credentials;

7.2. train all members of your Authorized Workforce and Services Users in the requirements of these Terms of Use and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;

7.3. take appropriate disciplinary action against any member of your Authorized Workforce or Services Users who violates the terms of these Terms of Use;

7.4. ensure that only the person to whom a specific set of Credentials have been assigned accesses the Services with such Credentials; and

7.5. immediately notify us of the termination of employment of any member of your Authorized Workforce or Services Users, or of your withdrawal of authorization for any such person to access the Services.

8. Compliance with Law. You are solely responsible for ensuring that your use of the Services complies with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information or Personal Information. You will not grant any User, including members of your Authorized Workforce or Services Users, any rights to access or use of our Services that they would not be allowed to have under applicable laws. We offer no assurance that your use of the Services under the terms of these Terms of Use will not violate any law or regulation applicable to you. Except as otherwise provided in these Terms of Use, we will keep Your Information private and will not share it with third parties, unless we believe in good faith that disclosure of Your Information is necessary to (i) comply with a court order, warrant or other legal process, (ii) protect our rights, property or safety of others, (iii) investigate or enforce suspected breaches of these Terms of Use, or (iv) allow our third-party partners to comply with their obligations under federal or state law.

9. Professional Responsibility. You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy or utility of any information submitted to and maintained in the Services or concerning the qualifications or competence of persons who placed it there. We have no liability for the consequences to you or your patients or others regarding your use of the Services.

10. Cooperation. You will cooperate with us in the administration of the Services, including providing reasonable assistance in evaluating the Services and collecting and reporting data requested by us for purposes of administering the Services.

11. Indemnification. You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the Services by you or your Workforce or Services Users; (b) any breach by you or your Workforce or Services Users of any representations, warranties or agreements contained in these Terms of Use; (c) the actions of any person gaining access to the Services under Credentials assigned to you or a member of your Workforce or Services Users; (d) the actions of anyone using Credentials assigned to you or any member of your Workforce or Services Users that adversely affects the Services or any information accessed through the Services; and (e) your negligent or willful misconduct, or that of any member of your Workforce or Services Users. Your indemnifications obligations in these Terms of Use (including this section) are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in these Terms of Use or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.

Section 4 Use of Information

1. Purpose of Services. The Services will allow you to upload, store, edit and share clinical and regulatory research documents and data solely for the purposes outlined in any applicable agreement between the Services Users and Florence’s contracted customer (“Purpose”). You authorize us, as your business associate, to use and disclose Your Information as follows, subject to the recipient’s agreement to comply with applicable laws and regulations relating to the use and disclosure of health information, and subject also to any other relevant provisions herein:

1.1. We will permit unrestricted access to Your Health Information to you and your Authorized Workforce. You are responsible for ensuring that your use of Your Health Information is consistent with the relevant legal restrictions.

1.2. We will permit access to Your Information by your Authorized Workforce or Services Users and anyone with whom your Authorized Workforce or Services Users elects to share Your Health Information. You acknowledge that once your Authorized Workforce or Services Users have granted access to Your Health Information, we have no control over the uses and disclosures that the provider makes of Your Health Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available as required by applicable law or regulation.

1.3. We may create limited data sets from your operational Information and disclose them in connection with performing the Services.

1.4. We may use Your Health Information solely for to provide the Services, and to carry out our legal responsibilities, which may include us disclosing such information to one of our business associates that has entered into a Business Associate Agreement (BAA) as provided herein. We may also disclose Your Information for such purposes if the disclosure is required by law, or we obtain reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only (i) as required by law (as such term is defined in US FDA 45 CFR §164.103), or (ii) for the purpose for which it was disclosed to the recipient, and the recipient notifies us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, we may permit access to the system by our contracted system developers under appropriate confidentiality agreements.

1.5. Notwithstanding anything herein to the contrary, and unless as otherwise agreed, we may anonymize and aggregate clinical trial Operational Data (as defined below), with the express exclusion of PHI and third-party proprietary information or data, for our business purposes. “Operational Data” includes key performance indicators such as study start-up timelines, signature timelines, time until enrollment of first study patient, and other similar operational information.

2. Responsibility for Misuse by Other Users. You acknowledge that in granting access to the Services, we will rely on the assurances of Services Users as to (i) their identity and credentials, (ii) the purposes for which they are accessing the Services, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, it will rely to a substantial extent on the representations and undertakings of Users of the Services. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any Services User resulting from the User’s misrepresentation to us, or breach of these Terms of Use.

Section 5 Data Use Rights

You retain all rights with regard to all Data and we will only use such Data as expressly permitted in these Terms of Use for the sole purpose of providing the Services.

Section 6 Individuals’ Rights

You are solely responsible for affording individuals their rights with respect to relevant portions of Your Health Information or Your Personal Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Services other than Your Health Information or Your Personal Information.

Section 7 Computer Systems

You will acquire, install, configure and maintain all hardware, software and communications systems necessary to access the Services (your “Implementation”). Your Implementation will comply with the specifications from time to time established by us. You will ensure that your Implementation is compatible with the Services. If we notify you that your Implementation is incompatible with the Services, you will eliminate the incompatibility, and we may suspend Services to you until you do so.

Section 8 Confidential Information

1. Neither Party may disclose Confidential Information of the other Party to any other person and may not use any Confidential Information except as provided herein and in accordance with these Terms of Use. Except as otherwise provided in these Terms of Use, neither Party may, without prior written consent of the other Party, at any time, during or after the Term, directly or indirectly, divulge or disclose Confidential Information for any purpose. Each recipient will hold all Confidential Information in strict confidence and will take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose our Confidential Information only to members of your Workforce or Services Users who have a need to use it to provide the Services and as may be set forth in these Terms of Use. We will only disclose your Confidential Information to our personnel or contractors who have a need to use such Confidential Information for the sole purpose of providing the Services. Any Party disclosing Confidential Information of the other Party will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of these Terms of Use. The Parties will promptly advise the other Party in writing of any improper disclosure, misappropriation, or misuse its respective Confidential Information by any person, which may come to its attention.

2. The Parties agree that it may suffer irreparable harm if the receiving Party fails to comply with its obligations set forth in Section 8.1, and each further agrees that monetary damages will be inadequate to compensate for any such breach. Accordingly, each Party agrees that it will, in addition to any other remedies available at law or in equity, the Parties will be entitled to seek the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.

Section 9 Disclaimer, Exclusion of Warranties, and Limitation of Liability.

1. Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR, OR RELATING TO, THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

2. No Warranties. EXCEPT FOR ANY WARRANTIES WHICH ARE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT COVERING THE SERVICES, ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED ON THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES.

3. Conditions for Breach. We will not be deemed to be in violation of these Terms of Use unless you have first given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

4. Unauthorized Access; Lost or Corrupt Data. WE WILL USE INDUSTRY-STANDARD, COMMERCIALLY REASONABLE EFFORTS TO PROTECT YOUR DATA, BUT WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY PERSONS USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.

Section 10 Term; Modification; Suspension; Termination

1. Term. The initial term of these Terms of Use shall commence on the date you obtain access to the Services and continue for the duration of the active contract period between Florence and Florence’s customer or upon the termination in accordance with this section.

2. Termination, Suspension or Amendment as a Result of Government Regulation. Notwithstanding anything to the contrary in these Terms of Use, we have the right, on notice to you, immediately to terminate, suspend, or amend these Terms of Use, without liability: (a) to comply with any order issued or proposed to be issued by any court or governmental agency; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or (c) if performance of any term of these Terms of Use by either Party would cause it to be in violation of law.

3. Judicial or Administrative Procedures; Credentialing. We may terminate these Terms of Use immediately upon notice to you: (a) if you are named as a defendant in a criminal proceeding for a violation of federal or state law; (b) if a finding or stipulation is made or entered into that you have violated any standard or requirement of federal or state law relating to the privacy or security of health information is made in any administrative or civil proceeding; (c) you are excluded from participation in a federal or state health care program; or (d) you cease to be qualified to provide services as a health care professional, or we are unable to verify your qualifications as such.

4. Suspension of Access. We may suspend access to the Services by you or any member of your Workforce or Services Users immediately pending your cure of any breach of these Terms of Use, or in the event we determine in our sole discretion that access to or use of the Services by you or the member of your Workforce or Services Users may jeopardize the Services or the confidentiality, privacy, security, integrity or availability of information within the Services, or that you or the member of your Workforce or Services Users has violated or may violate these Terms of Use or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Services with any Credentials assigned to you or a member of your Workforce or Services Users. We may terminate the access of any member of your Authorized Workforce or Services Users upon termination or change in status of his or her employment with you. Our election to suspend the Services shall not waive or affect our rights to terminate these Terms of Use as permitted under these Terms of Use.

5. Obligations after Termination. Upon termination of these Terms of Use, you will immediately cease all use of the Services. All provisions of the Terms of Use which, by their nature, should survive termination shall survive termination.

Section 11 Supervening Circumstances

No Party to these Terms of Use shall be deemed in violation of these Terms of Use if it is prevented from performing any of the obligations under these Terms of Use by reason of:

a. severe weather and storms;
b. earthquakes or other natural occurrences;
c. strikes or other labor unrest;
d. power failures;
e. nuclear or other civil or military emergencies;
f. acts of legislative, judicial, executive, or administrative authorities;
g. pandemics or other broad-scale health safety emergencies; or
h. any other circumstances that are not within its reasonable control.

Section 12 Severability

Any provision of these Terms of Use that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of these Terms of Use, and such other provisions shall remain in full force and effect.

Section 13 Notices

Any and all notices required or permitted under these Terms of Use shall be sent by United States mail to the address provided below or to such other and different addresses as the Parties may designate in writing. If you supply us with an electronic mail address, we may give notice by email message addressed to such address; provided that if we receive notice that the email message was not delivered, we will give the notice by United States mail or fax.

To us:

Florence Healthcare, Inc.
Attention: Legal
660 Peachtree St. NE Suite 920
Atlanta, GA 30308
info@florencehc.com

To you, at the current contact information on file with us at the time notice is given.

Section 14 Changes to these Terms of Use

Florence Healthcare, Inc. may update these Terms of Use from time to time. We will notify you of any changes by posting the new Terms of Use on the Sites. You are advised to review these Terms of Use periodically for any changes. The current version is publicly available at: https://florencehc.com/terms-and-conditions/; historical versions are maintained and available at either https://florencehc.com/compliance/, the Florence Compliance Team’s self-audit portal, and/or by emailing privacy@florencehc.com.

Contact Us

If you have any questions about these Terms of Use, please contact us at info@florencehc.com.

Florence Healthcare, Inc.
600 Peachtree St NE, Suite 920
Atlanta, GA 30308
https://florencehc.com/

To gain access to the Florence Compliance Team’s self-audit portal, contact your Account Manager.