NOTE: THIS ACCESS LICENSE AGREEMENT IS AN ADDENDUM TO THE PURCHASE OF A DECISION-MAKER PLUS SUBSCRIPTION (REFERRED TO HEREIN AS "SUBSCRIPTION” OR "AGREEMENT"). THE SUBSCRIPTION IS A LEGALLY BINDING AGREEMENT BETWEEN EACH SUBSCRIBER, USER AND/OR PURCHASER OF SUBSCRIPTION (REFERRED TO HEREIN AS "YOU," "YOUR PRACTICE" OR "YOUR") AND EYEFORMS, LLC. EYEFORMS, LLC. IS THE SOLE OWNER OF A COMPUTERIZED CLINICAL DECISION SUPPORT TOOL LICENSED UNDER THE TRADEMARK DECISION-MAKER PLUS, WHICH IS A RESOURCE USED TO IMPROVE HEALTH CARE OUTCOMES (REFERRED TO HEREIN AS "WE," "US," “OUR,” “DECISION-MAKER PLUS,” OR “DECISION-MAKER PLUS.COM”). BY CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
1. ENROLLMENT IN SERVICES
(a) USER ENTITLEMENTS
In exchange for applicable fees, you will be granted access to the information contained on the Decision-Maker Plus.com website. You will also be granted the right to download and print blank EyeForm templates to be filled in by you or your staff.
(b) APPLICATION & COOKIES
In order to access our Subscription, you must possess the hardware and software required by the Decision-Maker Plus Application, and have a broadband connected to the Internet. The Decision-Maker Application may utilize up to 10MB Local Storage on your computer to maintain user-related data and increased performance. This setting is controlled by the Adobe Flash Player Settings Manager and must be approved by you during your Decision-Maker Plus enrollment. By submitting your enrollment you understand that Decision-Maker Plus will automatically receive and record information from your computer and browser, including your IP address, cookie information, software and hardware attributes, and the page you request.
(c) PRIVACY & AUTHORIZATION
Any information that you supply to us will be governed by the terms and conditions of Decision-Maker Plus’ and, where applicable, the rules established by HIPPA (link to their site: http://www.hhs.gov.ocr/hippa/). Decision-Maker Plus respects our clients’ confidentiality and will use information gathered from you solely for the following general purposes: to customize the content you see; fulfill your requests for information, specific to your region (based on information you supply in your account information); improve our services; and to contact you.
By subscribing to or accessing our Subscription, you are representing to us that you are authorized to use the credit card you submit for payment and that the information you provide to us is valid and accurate. You agree to indemnify and hold Decision-Maker Plus and its parents, members, subsidiaries, affiliates, service providers, distributors, licensors, officers, directors and employees harmless from any breach of this Agreement based on any erroneous information gathered from subscriber and/or user.
2. SUBSCRIPTION TERM, FEES & PAYMENT
(a) REGULAR SUBSCRIPTION PAYMENT
By registering for our Subscription, your applicable fees will automatically be charged to the credit card you designated as the credit card to be billed for your account. You are responsible for paying any governmental taxes imposed on your use of the Subscription, including, but not limited to, sales, use or value-added taxes.
(b) RENEWAL; TERMINATION; REFUND
The term of this Subscription will be one (1) year and will become activated from the date of purchase. (30) days from the end of your current Subscription term, you will receive an email for renewal of service. Upon acceptance, your renewed Subscription will have the same duration as the Subscription being renewed (e.g. one year). At the time of renewal, the credit card listed in your membership profile will be charged our then-current fees for the applicable Subscription, provided that the fee for your renewal Subscription has increased.
You agree that Decision-Maker Plus, in its sole discretion, with or without prior notice, may freeze or terminate your user name, password or use of the Application and/or Service (or any part thereof) for any reason, including, without limitation, if Decision-Maker Plus believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Decision-Maker Plus may also in its sole discretion and at any time modify or discontinue providing the Application and/or any Subscription, or any part thereof, with or without notice. Further, you agree that Decision-Maker Plus shall not be liable to you or any third-party for any interference with or termination of your access to the Application and/or any Service.
There will be no refund for service unless requested for within fourteen (14) days of initial purchase. Requests should be made either online to firstname.lastname@example.org or by phone at: (800) 393-0799.
(c) METHODS OF PAYMENTS & CREDIT CARD TERMS
All payments must be made by VISA, MasterCard, American Express or Discover Card. We do not accept cash, checks or any other payment form. AS BETWEEN YOU AND DECISION-MAKER PLUS, YOU, AND NOT DECISION-MAKER PLUS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU. [Unless you notify Decision-Maker Plus of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release Decision-Maker Plus from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to Decision-Maker Plus within sixty (60) days of its first appearance on an invoice or credit card statement.] You agree to pay all fees and charges incurred in connection with your subscription and its password (including any applicable taxes) at the rates in effect when the charges were incurred. If Decision-Maker Plus does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Decision-Maker Plus.
(d) BILLING TERM(S) MODIFICATIONS
DECISION-MAKER PLUS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND ACCEPTED FORMS OF PAYMENT, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY DECISION-MAKER PLUS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your Subscription by contacting Decision-Maker Plus at phone or email within one (1) month of any new fee activation. Your continued use of the Subscription following the effective date of a change to fees or accepted forms of payment shall constitute your acceptance of such change.
YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU GIVE CONSENT TO DECISION-MAKER PLUS TO EMAIL YOU WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR SERVICE TO WHICH YOU HAVE SUBSCRIBED.
3. CUSTOMER SERVICE
You understand and agree that Decision-Maker Plus is solely responsible for all customer service, help, billing and account issues related to your subscription to Decision-Maker Plus. Neither your ISP nor any third party website through which you may have accessed any Service is responsible for customer service, help, billing and account issues related to your Subscription. You agree not to direct any questions, requests for assistance, or inquiries about the Application or any Service to your ISP or to any third party website through which you may have accessed the Application or any Service. For assistance, please contact Decision-Maker Plus at (8000 393-0799) or by email at support@decision-maker plus.com.
4. YOUR ACCOUNT INFORMATION
You agree to provide true, accurate, current and complete information about yourself and your billing information as prompted by the enrollment process, such information being the "Account Information”. The effectiveness of the Decision-Maker Plus Subscription depends upon the information you submit in your subscription profile. We cannot and will not be held responsible for information disseminated by us, based on erroneous data supplied by the subscriber and/or user of our Service. You may update your information at any time by selecting "Member Profile" within the “Admin” tab of the Decision-Maker Plus Application.
We shall treat all of your Account Information with the utmost respect for its confidential nature, as specified in term one (1) of this Agreement.
You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to set up a new password by clicking on the “Admin” tab of the Decision-Maker Plus Application.
5. INTELLECTUAL PROPERTY RIGHTS
Only you, your staff, and your partners may access the Subscription using your user name and password. Our Service and Application thereof (including the Content) is the property of Decision-Maker Plus and is protected by copyright and other intellectual property laws. Our Service(s) may be used for your optometry or medical office use only. You agree not to (i) reproduce, record, retransmit, redistribute, disseminate, sell, rent, lend, adapt, sub-license or circulate the Application or any Content received through the Application or any Service to any third party, (ii) exploit any such Content or the Application for commercial purposes not explicitly mentioned in this Agreement without the express prior written consent of Decision-Maker Plus, or (iii) to share your password with any third party (excluding members of your staff and partners exclusively working at the address listed in your subscription agreement.) You may not make any unauthorized copies of the Application or the Content obtained through our Service, and may only make copies of items expressly listed as downloadable by Decision-Maker Plus. You further agree to indemnify and hold harmless Decision-Maker Plus for your failure to comply with this section.
Decision-Maker Plus retains exclusive ownership of the Application, the Content, the Services, and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights or trademarks with respect to the Service, the Application or their contents. Decision-Maker Plus reserves all rights not expressly granted hereunder. You shall promptly notify Decision-Maker Plus in writing upon your discovery of any unauthorized use or infringement of the Services (or their contents) or any patent, copyright, trademarks or other intellectual property rights of Decision-Maker Plus. The Application and the Services contain proprietary information that is protected by copyright laws and international treaty provisions.
Decision-Maker Plus expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your service immediately for your failure to comply with any such local, state or federal law.
6. TECHNOLOGY LIMITATIONS & MODIFICATIONS TO SERVICE
Decision-Maker Plus will make reasonable efforts to keep your account and the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you at least twenty-four (24) hours in advance of any downtime that we anticipate in advance will exceed one hour.
Decision-Maker Plus also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Application and Service with or without notice.
Decision-Maker Plus shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to or of any part of the Service.
7. DISCLAIMER OF WARRANTY
THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DECISION-MAKER PLUS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
DECISION-MAKER PLUS MAKES NO WARRANTY THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EYEFORMS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE APPLICATION OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE APPLICATION. DECISION-MAKER PLUS MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE APPLICATION OR ANY TRANSACTIONS ENTERED INTO THROUGH THE APPLICATION.
8. LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU. IN NO EVENT SHALL DECISION-MAKER PLUS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS SUBSCRIPTION SERVICE AGREEMENT OR THE USE OF OR INABILITY TO USE ANY SERVICE, EVEN IF DECISION-MAKER PLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL WE OR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE APPLCIATION OR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
9. AGREEMENT MODIFICATION
Decision-Maker Plus may modify this Agreement at any time in its sole discretion. If we make a material change to this Agreement, a "change of terms" notice will be posted and we will use reasonable efforts to notify you by email at the email address on file for your account. If any modification is unacceptable to you, you agree that your only recourse is to terminate your subscription to the Service as provided herein. Your continued use of any Service following our posting of a change of terms notice, an email notice to you, or a new Agreement on the Application will constitute your binding acceptance of the change, until such time as you terminate your subscription.
You agree to indemnify and hold Decision-Maker Plus and its parents, members, subsidiaries, affiliates, service providers, distributors, licensors, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right.
This Agreement shall be governed by the laws of the State of Texas, United States of America, without regard to or application of any choice of law or conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Dallas, in the State of Texas. If either Decision-Maker Plus or you employs any attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
No delay or failure to take action under this Agreement shall constitute any waiver by Decision-Maker Plus of any provision of this Agreement.
If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you, your staff, and your partners and may not be transferred, assigned or delegated to anyone who might utilize our service from a different location to the one listed on your account. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement (including all documents expressly incorporated herein by reference) constitutes the complete and exclusive agreement between Decision-Maker Plus and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Date last modified: July 22, 2011