Terms & Conditions
Acceptance of the Terms of Service
These terms of service are entered into by and between you and Mediprocity Inc. (“Mediprocity,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, “Terms of Service”), govern your access to and use of the Mediprocity portal, which includes the public website www.mediprocity.com as well as the secure messaging system www.client.mediprocity.com, including any content, functionality, products and services offered on or through the Mediprocity portal, which may include Secure Messaging, Secure Forms, Medi-All, and SureSent modules (the “Portal”), whether as a guest or an authorized user.
By using the Portal, you represent and warrant that you are of legal age to form a binding contract with the Mediprocity. If you do not meet this requirement, you must not access or use the Portal.
Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Portal thereafter.
Your continued use of the Portal following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Summary of the Portal
The Portal is created for covered entities, healthcare professionals, business associates who are licensed to practice or who are engaged in the exchange of sensitive patient health information in the United States of America. Patients may also use the Portal as a registered guest. The Portal is an information exchange, collaboration tool, and communications forum and is not intended to be referenced or relied upon as explicit medical advice. Mediprocity is not engaged in rendering medical or professional services of any kind whatsoever. The Portal’s sole purpose is to facilitate secure communications between registered users as well as offer business opportunities.
Accessing the Portal and Account Security
We will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Portal, or the entire Portal, to users, including authorized users.
You are responsible for both making all arrangements necessary for you to have access to the Portal and ensuring that all persons who access the Portal through your internet connection are aware of these Terms of Service and comply with them.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Portal or portions of it using your user name, password, or other security information. You agree that Mediprocity cannot and will not be liable for any loss, damage, or injury (including, but not limited to, reasonable attorneys’ fees) arising directly or indirectly from your failure to keep safe and/or secure your user name and/or password and you agree to indemnify, defend, and hold harmless Mediprocity for the same. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
In the event your account is affiliated with a prescriber’s office or a company and you are terminated or otherwise leave such office or company, such prescriber office or company owns your account. In order to access any secure information, it will always require the permission of the prescriber office or company who owns the account. Accounts may be transferred but will require written permission before any new actions can be taken to move accounts.
Intellectual Property Rights
The Portal and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Mediprocity, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You acknowledge and agree that the Portal and all intellectual property rights associated therewith, including, but not limited to, the goodwill associated therewith, are, and shall remain, the property of the Mediprocity, its licensors, or other providers of such material. Except as expressly stated in these Terms of Service, you are not granted any intellectual property rights or license thereto by implication, estoppel or other legal theory, and all rights in and to the Portal not expressly granted in these Terms of Service are hereby reserved and retained by the Mediprocity, its licensors, or other providers of such material.
Nothing in these Terms of Service gives you a right to use the Mediprocity name or any Mediprocity trademarks, logos, slogans, domain names, and/or other distinctive brand features. All other names, trademarks, logos, slogans domain names, and/or other distinctive brand features on the Portal are the trademarks of their respective owners. Any feedback, comments, or suggestions you may provide regarding Mediprocity or the Portal is entirely voluntary and Mediprocity may use such feedback, comments or suggestions with Mediprocity’s sole discretion without any obligation to you.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Portal in breach of the Terms of Service, your right to use the Portal will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Portal not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
You may use the Portal only for lawful purposes and in accordance with these Terms of Service. You agree not to:
- use (including make any copies of) the Portal beyond the scope of the license granted to you under the End User License Agreement;
- provide any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, with access to or use of the Portal;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Portal or any part thereof;
- combine the Portal or any part thereof with, or incorporate the Portal or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Portal or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Portal, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal, or any features or functionality of the Portal, to any third party for any reason;
- use the Portal in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments;
- introduce or attempt to introduce viruses, worms, Trojan horses, macros, scripts, keyloggers, data scrapers, packet sniffers, or any other any software or code which interrupts, destroys, inhibits, or limits the functionality of any computer or telecommunications system, software, or hardware that is part of the Portal;
- use the Portal in violation of any law, regulation, or rule;
- use the Portal to contact other users for the purpose of solicitation, advertisement, recruiting or other competitive or marketing purposes; or
- use the Portal for purposes of competitive analysis of the Portal, the development of a competing software product or service, or any other purpose that is to the Mediprocity’s commercial disadvantage.
If you believe that you are entitled or obligated to act contrary to these Terms of Service under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty (30) days before you act contrary to these Terms of Service, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so and may terminate your access to and use of the Portal in our sole discretion.
The Portal may contain interactive features and communication tools that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Portal.
The interactive features and communication tools provided do not give professional advice or recommend particular products or services. Physicians and healthcare providers and business associates who use the provided tools or databases should exercise their own training, experience and clinical judgment at all times.
The information and opinions expressed in User Contributions in any content area including but not limited to discussions, conversations, messages and distribution lists or other venues connected with the Portal are not necessarily those of Mediprocity or its affiliates and Mediprocity makes no representations or warranties regarding such posted User Contributions.
Any User Contribution you post to the Portal will be considered non-confidential and non-proprietary. By providing any User Contribution on the Portal, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Mediprocity, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Portal.
As users of the Portal (including, but not limited to, physicians, healthcare providers, business associates, and guests), you are liable for the accuracy of the information that you provide to us, including, but not limited to, your personal and professional representation. You hereby certify that you do not have a financial interest in nor are a paid consultant acting on behalf of any entity, product or service that would benefit because of the information you provide on the Portal including, but not limited to the promotion of “off-label” drug uses, the disclosure of confidential clinical trial or other proprietary information. You must follow regulatory and ethical responsibilities for disclosures of conflicts of interest, bias or influence. Mediprocity does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on the Portal. Mediprocity is not a physician credentialing agency and while Mediprocity will use its resources to make reasonable verifications, Mediprocity is not responsible to discover falsified identities or credentials and makes no guarantee or warranty of such.
The Portal may consist of secure hosting and storing of certain confidential information of users, including, but not limited to, applicable Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, (“HIPAA”) and transmitting such confidential information and other required information to users, and Mediprocity’s designated service providers. “Content” means any and all PHI, patient forms and/or communications conveyed by you to us or through or on the Portal. You are solely responsible for compliance with any and all laws, rules and regulations, including but not limited to the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164, and as a condition of your use of the Portal, you agree to enter into, and to abide by, the terms and conditions set forth in that certain Business Associate Agreement annexed to the End User License Agreement and incorporated herein by reference. If you refuse to enter into or abide by the Business Associate Agreement, you represents and warrants that you will not access any PHI, will notify us in writing in the event that you intend to access PHI, and will not access any PHI until you have executed a Business Associate Agreement with us. We will maintain all Content as set forth in the Business Associate Agreement and agrees to maintain commercially reasonable administrative, technical, and physical procedures to protect all Content. You are fully responsible for the security of Content prior to uploading it to the Portal or that is otherwise in your possession.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Portal or the public, or could create liability for the Mediprocity.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.
- Terminate or suspend your access to all or part of the Portal for any reason, including, but not limited to, any violation of these Terms of Service.
If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement. It is the policy of the Mediprocity to terminate the user accounts of repeat infringers.
In the event your account which may be affiliated with a prescriber office or a company and you are terminated or otherwise leave such office or company, such prescriber office or company owns your account and has the full rights to close your account.
Reliance on Information Posted
We do not warrant the accuracy, completeness, or usefulness of the information presented on or through the Portal. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Portal, or by anyone who may be informed of any of its contents.
The Portal may include interact with, display, or make available software, content, data, or other materials, including related documentation provided by third parties (“Third-Party Materials”). All statements and/or opinions expressed in these Third Party Materials, and all responses to questions and other content, other than the content provided by the Mediprocity, are solely the opinions and the responsibility of the person or entity providing such materials. You acknowledge and agree that Mediprocity is not responsible for any such Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. You are responsible for acquiring any and all licenses or rights of use with regard to the Third Party Materials. Mediprocity does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Your access and use of such Third Party Materials are at entirely at your own risk.
Information About You and Your Visits to the Website
Links from the Website
If the Portal contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Third party sites and resources are controlled exclusively by such third party and we have no control over the contents of those sites or resources. Mediprocity accepts no responsibility for them or for any loss or damage that may arise from your use of them and disclaims any and all liability for any information, material, products or services that are referenced, offered or promoted on any third party sites and resources. By providing links to such third party site and resources, Mediprocity does not endorse, recommend or guarantee any material, product or service offered in such third party sites or resources. If you decide to access any of the third-party websites linked to the Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Disclaimer of Warranties
YOUR USE OF THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL IS AT YOUR OWN RISK. THE PORTAL, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE MEDIPROCITY NOR ANY PERSON ASSOCIATED WITH THE MEDIPROCITY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER THE MEDIPROCITY NOR ANYONE ASSOCIATED WITH THE MEDIPROCITY REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES THE PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE MEDIPROCITY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
NEITHER MEDIPROCITY NOR THE PARTICIPATING PHYSICIANS ARE PROVIDING MEDICAL ADVICE IN OPEN POSTS, OR PROFILES AND MEDIPROCITY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY INFORMATION, OPINIONS, ADVICE PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE PORTAL OR ANY HYPER-LINKED WEBSITE OR FEATURED IN ANY ENGAGEMENT CONTENT OR OTHER PROMOTION AND MEDIPROCITY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY INTERCHANGES OR TRANSACTIONS BETWEEN YOU AND OTHER PARTIES USING OR APPEARING ON THE PORTAL.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE MEDIPROCITY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PORTAL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PORTAL OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL MEDIPROCITY ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO MEDIPROCITY IN THE PAST TWELVE (12) MONTHS FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Mediprocity, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Portal, including, but not limited to, your User Contributions, any use of the Portal’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Portal; and your failure to execute the Business Associate Agreement incorporated into these Terms of Service.
Governing Law and Jurisdiction
All matters arising out of or relating to these Terms of Service shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to these Terms of Service or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Missouri in each case located in the County of St. Louis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by the Mediprocity of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Mediprocity to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Your Comments and Concerns
The Portal is operated by Mediprocity Inc. All feedback, comments, requests for technical support, and other communications relating to the Portal should be directed to: Mediprocity Inc. at with a principal location of 714 Spirit 40 Park Drive, Suite 140, Chesterfield, MO 63005 or [email protected]
[All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy below in the manner and by the means set out therein.]
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Website“) infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
714 Spirit 40 Park Drive, Suite 140
Chesterfield, MO 63005
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Counter Notification Procedures
If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice“) by submitting written notification to our copyright agent designated [above/below]. Pursuant to the DMCA, the Counter Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
[Our designated agent to receive Counter Notices is:
714 Spirit 40 Park Drive, Suite 140
Chesterfield, MO 63005
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.] The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.]
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.