NextGen Healthcare Online Store
Welcome to the NextGen Healthcare Web Site (the “NextGen Healthcare Site”), which is owned and operated by and on behalf of NextGen Healthcare Information Systems, LLC, its corporate parent, and their respective subsidiaries and affiliates (collectively, “NextGen Healthcare,” “We,” or “Us”). The NextGen Healthcare Site is made available to You solely under the following terms and conditions (the “Terms and Conditions”). Please read these Terms and Conditions carefully before using the NextGen Healthcare Site.
By using the NextGen Healthcare Site, You: (a) agree to these Terms and Conditions; and (b) represent that: (i) You are 18 years of age or older or if under the age of 18, You are using the NextGen Healthcare Site under the direction of a medical professional or parent/guardian, and that (ii) if You are agreeing to these Terms and Conditions on behalf of another person or any legal entity, that You are duly authorized to do so. Your use of the NextGen Healthcare Site after any change in these Terms and Conditions constitutes Your agreement to these Terms and Conditions as modified.
1. Your Right of Access. NextGen Healthcare hereby grants You the nonexclusive, nontransferable, royalty-free right and license to access and use NextGen Healthcare Site in any manner permitted under these Terms and Conditions.
2. What the NextGen Healthcare Site Does and Does Not Provide. We use the NextGen Healthcare Site to provide information, products and services to meet the needs of a diverse group of people. Medical practices, clinics, hospitals, industry groups, and other institutions and businesses who are interested in NextGen Healthcare and its products and services, including present and prospective customers, healthcare IT experts, investors and members of the general public (collectively, the “NextGen Community”). The needs of the NextGen Community evolve constantly in response to many factors, including medical science, healthcare information technology, public health and health care policy, and the regulatory environment. Accordingly, we may begin, alter, suspend, and terminate our offering of the content, features or functions on or through the NextGen Healthcare Site in any manner consistent with our contractual obligations, at any time, with no notice to You.
We Do Not Provide Professional Advice. Nothing appearing on the NextGen Healthcare Site is medical, legal, accounting, tax, compliance, or other professional advice. You should not use anything obtained on or through the NextGen Healthcare Site as a substitute for advice provided by professionals You retain.
Your Contributions. You are solely responsible for Your contributions to any online forum We may offer through or as part of the NextGen Healthcare Site (“Your NextGen Community Participation”), such as, without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting Your NextGen Community Participation, You: (a) represent to NextGen Healthcare, in each instance, that You either own or that You have the right to display or transmit each and every element of Your NextGen Community Participation, and that Your submission will not violate the legal rights or interests of any person or entity; and (b) grant to NextGen Healthcare a revocable, license to use Your NextGen Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. If You have any question as to whether You have the right to make a contribution to the NextGen Healthcare Site or You do not wish to grant Us the rights of use in Your contribution specified above, You should not make that contribution.
Links. The NextGen Healthcare Site may contain links to third-party websites or resources. You acknowledge and agree that NextGen Healthcare is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by NextGen Healthcare of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or any content, information, products, or services on or available from such websites or resources.
3. Use of the NextGen Healthcare Site. Your rights to access and use the NextGen Healthcare Site granted above are contingent upon Your compliance with each of the following:
a. You agree to use the NextGen Healthcare Site at all times solely as permitted under the then-current Terms and Conditions for the NextGen Healthcare Site;
b. You agree to use the NextGen Healthcare Site solely for Your internal business purposes. You agree not to access or use the NextGen Healthcare Site for any other purpose or for any unlawful or illegal purpose;
c. You agree not to defeat or evade any security or access control device or procedure used on or associated with the NextGen Healthcare Site;
d. You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity either: (i) Your rights to access or use the NextGen Healthcare Site granted hereunder; or (ii) any password, user name, or other information or device used to authorize Your access to and use of, the NextGen Healthcare Site; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require their use;
Note to Customers & Other Contract Partners: Your obligations under this provision specifically include Your agreement not to permit any person or entity who is not a customer or an employee of a customer of NextGen Healthcare to have access to any section of the NextGen Healthcare Site that We reserve for our customers using Your password, user name, or other access credentials, except as Your agreements(s) with NextGen Healthcare may expressly permit;
e. You agree not to access or use the NextGen Healthcare Site using any automated, recursive or robotic means or in any other manner that, in NextGen Healthcare ’s sole judgment, interferes with the operation of the NextGen Healthcare Site or burdens NextGen Healthcare’s ability to provide the NextGen Healthcare Site to You or others;
f. You acknowledge and agree that: (a) the NextGen Healthcare Site is or reflects intellectual property that, as between You and NextGen Healthcare, is owned solely and exclusively by NextGen Healthcare. You acknowledge and agree that You may not: (i) reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any: (a) functionality, code, content, or other resource (collectively “Information Resources”) used by NextGen Healthcare to provide You with the NextGen Healthcare Site; or (b) any Information Resource made available to You on or through the NextGen Healthcare Site, except as agreements executed by NextGen Healthcare in current effect otherwise provide or as otherwise permitted under these Terms and Conditions;
g. You agree not to post, upload, publish, submit or transmit on or to the NextGen Healthcare Site any content or information that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
h. You agree not to (i) collect or store any personally identifiable information from the NextGen Healthcare Site from other users without their express permission; (ii) impersonate or misrepresent your affiliation with any person or entity; or (iii) violate any applicable law or regulation.
We will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that NextGen Healthcare has no obligation to monitor your access to or use of the NextGen Healthcare Site, or to review or edit any content, but has the right to do so for the purpose of operating the NextGen Healthcare Site, to ensure your compliance with these Terms and Conditions, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any content or information posted to the NextGen Healthcare Site that we, at our sole discretion, consider to be in violation of these Terms Conditions or otherwise harmful to the NextGen Healthcare Site.
i. NextGen Healthcare hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available on any section of the NextGen Healthcare Site You are authorized to use (collectively “Licensed Site Content”), solely and exclusively for Your internal business purposes, provided that: (a) You are otherwise in compliance with these Terms and Conditions and any agreement(s) You have entered into with Us; and (b) any such copy You make identifies NextGen Healthcare as the author of that content and bears each and every legal notice that appears on the NextGen Healthcare Site on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy. The rights of use granted under this limited license specifically exclude the right to distribute or otherwise transfer full or partial copies, reproductions, or summaries of any Licensed Site Content: (i) to any person or entity who is unaffiliated with You; or (ii) from which You have removed any copyright or other proprietary notice;
j. You acknowledge and agree that nothing in these Terms and Conditions: (i) provides You with any license or rights of use in or to any portion of the NextGen Healthcare Site or any other intellectual property of NextGen Healthcare other that those expressly stated herein; or (ii) transfers to You any rights, title or interests in or to any intellectual property of NextGen Healthcare;
k. You agree not to: (i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or (ii) attempt to act in any manner prohibited above. As used in these Terms and Conditions, “System” means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and
l. You understand and agree that any use or attempted use of the NextGen Healthcare Site in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies NextGen Healthcare may have, result in the termination of Your rights to use the NextGen Healthcare Site.
4. Customers and Other Contract Partners. These Terms and Conditions do not modify any agreement between You and NextGen Healthcare. If You have entered into one or more agreements with Us that are in effect when You use the NextGen Healthcare Site, including without limitation, agreements that authorize You to use NextGen® Ambulatory EHR or NextGen® Practice Management software or our other products or services, You acknowledge and agree that: (a) Your use of the NextGen Healthcare Site is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation: (i) Your obligations to safeguard NextGen Healthcare’s confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with Us, apply with respect to any and all use You may make of non-public sections of the NextGen Healthcare Site; and (ii) Our use of the NextGen Healthcare Site, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with You. The terms of Your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the NextGen Healthcare Site in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with NextGen Healthcare. In the case of a conflict between any executed agreement between You and NextGen Healthcare and these Terms or Conditions or any other document, the terms of the executed agreement between You and NextGen Healthcare shall govern the right and obligations of the parties. In order to complete a purchase through the NextGen Healthcare Site, you will be required to agree to the separate NextGen Healthcare Online Store Product Purchase Terms and Conditions (the “Purchase Terms”). You acknowledge and agree that in the event of any conflict between these Terms and Conditions and the Purchase Terms, the Purchase Terms will control and govern with respect to your purchase and or licensing of any products or services through the NextGen Healthcare Site.
5. Disclaimers. EXCEPT AS AND TO THE EXTENT THAT NEXTGEN HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, THE NEXTGEN HEALTHCARE SITE IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE.” EXCEPT AS AND TO THE EXTENT THAT NEXTGEN HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY DOES NOT WARRANT THAT THE NEXTGEN HEALTHCARE SITE WILL PERFORM AS YOU EXPECT OR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR NEEDS, BE SECURE, THAT THE CONTENT POSTED ON TO THE SITE WILL BE CURRENT, ACCURATE, OR FREE FROM ERRORS, VIRUSES, OTHER MALICIOUS OR HARMFUL CODE, OR OTHER DEFECTS, THAT YOUR USE OF THE NEXTGEN HEALTHCARE SITE WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, YOUR INFORMATION, THAT INFORMATION YOU POST TO THE NEXTGEN HEALTHCARE SITE CAN OR WILL BE DISPLAYED ACCURATELY, COMPLETELY OR AT ALL, OR THAT THE NEXTGEN HEALTHCARE SITE WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT NEXTGEN HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE NEXTGEN HEALTHCARE SITE, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE NEXTGEN HEALTHCARE SITE, AND INFORMATION THAT YOU CHOOSE TO POST TO THE NEXTGEN HEALTHCARE SITE WEB SITE, OR ANY SYSTEM YOU MAY USE TO DO SO, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE NEXTGEN HEALTHCARE SITE WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE NEXTGEN HEALTHCARE SITE YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK.
6. Limitation of Liability. EXCEPT AS AND TO THE EXTENT THAT NEXTGEN HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, IN NO EVENT SHALL COMPANY OR ANY OF COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE NEXTGEN HEALTHCARE SITE OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT NEXTGEN HEALTHCARE’S EXECUTED AGREEMENT(S) WITH YOU MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE NEXTGEN HEALTHCARE SITE AND/OR ANY PRODUCT OR SERVICE OBTAINED THEREFROM IS TO STOP USING IT.
7. Indemnification. You agree to indemnify, defend and hold harmless, at Your sole expense, NextGen Healthcare, its corporate parent, and their respective subsidiaries, affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any claim arising from or related to: (a) Your use of the NextGen Healthcare Site; and (b) any breach of these Terms and Conditions by or attributable to You, including without limitation, a claim that Your NextGen Community Participation infringed intellectual property, privacy, or other legal rights or interests of any person or entity. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney’s fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. NextGen Healthcare will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties’ consent to any position or settlement, which shall not be unreasonably delayed or withheld.
8. General. NextGen Healthcare may change this policy at any time. We will make reasonable efforts to inform You of those changes by posting a notice on the NextGen Healthcare Site or by sending You notice by email or regular mail. You are welcome to contact us (firstname.lastname@example.org)at any time with any questions You may have about this policy, including questions as to whether the posted policy has been changed. Unless a notification of the change in policy states otherwise, changes to this policy are effective as of the date and time posted.
No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless adopted by NextGen Healthcare in writing.
No failure or delay by NextGen Healthcare in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver of any such right, power, or remedy.
If any provision of these Terms and Conditions is ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
You acknowledge and agree that each entity which collectively makes up NextGen Healthcare is a third party beneficiary of these Terms and Conditions, and that each entity may enforce any provision of the Terms that benefits it. There are no other third party beneficiaries of these Terms and Conditions.
These Terms and Conditions shall be interpreted, construed and governed by, and in accordance with, the laws of the State of California. Any cause of action arising out of or related to these Terms and Conditions may only be brought in the local court of applicable jurisdiction in the State of California, Orange County, and You hereby submit to the jurisdiction and venue of that court.
These Terms and Conditions are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral, other than the Purchase Terms (as defined above) and any separate, written agreement entered into between you and NextGen Healthcare.
Dated: October 13, 2011