1. Introduction.

These Terms of Use ("Terms") are presented because you are using or will be using www.clinisign.com that is owned and operated by CliniSign. These Terms govern your access and use of the software, content, and services provided through www.clinisign.com (the "Services"). By accessing and using the Services, you agree to follow and be legally bound by these Terms. CliniSign may revise the Terms at any time without notice to you, which will be effective when posted. The most current Terms can be viewed at www.clinisign.com/documents/termsofuse.pdf

2. Use of Services.

To access the Services, you will be required to provide current, accurate information, including your National Provider Identifier. You represent that the information you provide is truthful, you are of legal age to form a binding contract, and that you are authorized to access the information provided through the Services.

CliniSign grants you a nonexclusive license to use the Services until such time as the license is terminated by CliniSign. This license is limited to you, and you may not grant anyone access to the Services or allow them to use your password to access the Services.

You understand that by using the Services, you will have access to patient data and Protected Health Information that is protected by HIPAA. You agree that you are authorized to have access to the patient data and Protected Health Information and that you are in compliance with HIPAA in receiving the data and Protected Health Information. If, for any reason, you have access to or see patient data or Protected Health Information which you are not authorized to see or have access to, you will reject the data and immediately advise the provider of the information of the rejection.

You are solely responsible for your use of the Services, including any information that you provide. You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms. You may be held liable for any improper use of the Services and improper information you provide through your use of the Services.

You agree to the following: (a) to not reproduce, copy, sell, resell, or otherwise exploit any of the website pages, content, or any other aspect of the Services; (b) to not copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code; (c) to not to access or attempt to gain access to any parts of the Services for which you are not provided access to; (d) to not try and gain access to anyone's account or use their password for entry into their account; (e) to not to post, store, or disseminate viruses or other malicious code or programs designed to interrupt, destroy, or limit the functionality of the website, its contents, or Services; and (f) to not to use any software, devices, or other processes to "crawl" or "spider" any web pages contained in the website. Any unauthorized use terminates the permission granted to use the Services and will result in your inability to access the Services.

3. Communications.

When you were invited to enroll in CliniSign, you received an Enrollment Notice or other documentation by email, text message, or both. If you received communications from CliniSign by text message, it is because you voluntarily provided your cell phone number and consent to a CliniSign customer for this purpose. Your cell phone number will be retained for future communication from CliniSign, which you have consented to, based on your preferences.

CliniSign will routinely send system communications as part of normal operations and as needed. You can modify your system communication preferences for method (Text and/or Email) and signature reminder frequency (daily/weekly) at any time by logging on to your CliniSign account. At least one communication method and signature reminder frequency must be selected. If documents are awaiting your signature or other communication from CliniSign is necessary, you give permission and consent for CliniSign to send you Signature Reminders and other communication based upon these settings.

If you have any questions regarding communications methods or preferences, please contact CliniSign Customer Support.

4. Passwords.

You are responsible for safeguarding the password that you use to access the Services. You are not to allow anyone to use your password to access the Services. You are responsible for all activities that occur through the use of your password or account. CliniSign is not responsible or liable for any loss or damage resulting from your failure to abide by these requirements.

5. Ownership of Services.

You agree that the Services are owned by CliniSign and that your right to use the Services in no way confers ownership of the Services to you. All right, title, and interest in and to the Services (excluding content provided by you) are and at all times will remain CliniSign's exclusive property, including any intellectual property rights, copyrights, trademarks, icons, and logos.

6. Modification of Services.

CliniSign reserves the right to upgrade, modify, or change the Services at any time without notice. CliniSign will not be responsible for any loss or damages resulting from any downtime caused by any upgrade, modification, change, or maintenance to the Services.

7. Termination of Services.

CliniSign may, at its sole and absolute discretion, at any time, and without notice, discontinue providing you access to the Services. You agree that CliniSign may terminate your use of the Services as provided in this section. You have the right to terminate your use of the Services by providing us written notice. Upon termination, your account will be disabled and you will not be provided access to the Services. You agree that CliniSign will not be responsible for any loss, liability, or damages caused by you or any third party resulting from any termination. These Terms, other than your right to access the Services, survive any termination.

8. Indemnity.

You agree to indemnify and hold CliniSign, and its employees, directors, shareholders, officers, agents, and partners (collectively, "CliniSign Parties") harmless from and against any third-party claim arising from, related to, or in any way connected to your use of the Services, a violation of these Terms, or any HIPAA violation, including any liability or expense arising from any claims, fines, losses, damages (actual, consequential, punitive, or otherwise), suits, judgments, litigation costs, attorneys' fees, and attorneys' fees and costs incurred by CliniSign in defending the third-party claim whether at trial, appeal, or in bankruptcy proceedings. CliniSign will provide you written notice of any third-party claim. Clinisign will indemnify and hold you harmless to the same extent as provided above as long as you provide written notice of any third-party claim.

9. Disclaimer.

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE, ITS CONTENTS, AND ALL SERVICES, ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND AT YOUR SOLE RISK. CLINISIGN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE, ITS CONTENTS, AND ALL SERVICES.

CLINISIGN MAKES NO WARRANTY THAT: (A) THE WEBSITE, ITS CONTENTS, OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE WEBSITE, ITS CONTENTS, OR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, ITS CONTENTS, OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT OBTAINED BY YOU ON THE WEBSITE, ITS CONTENTS, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

ANY CONTENT ACCESSED, DOWNLOADED, OR OTHERWISE USED OR OBTAINED BY ACCESSING THE WEBSITE, ITS CONTENTS, OR SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK. CLINISIGN WILL NOT HAVE ANY RESPONSIBILTY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE USE OF THE WEBSITE, ITS CONTENTS, OR SERVICES.

10. Limitation of Liability.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL CLINISIGN BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILTY), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ITS CONTENTS, OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES RESULTING FROM YOUR INABILITY TO USE THE WEBSITE, ITS CONTENTS, OR SERVICES; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA; OR (D) ANY OTHER MATTER RELATING TO OR ARISING FROM THE WEBSITE, ITS CONTENTS, OR SERVICES. REGARDLESS OF YOUR DAMAGES, YOUR SOLE AND EXLCUSIVE REMEDY IS TO CEASE USING THE SERVICES.

11. Waiver/Severability.

CliniSign's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

12. Applicable State Law/Venue.

These Terms shall be governed and construed in accordance with the laws of the State of Florida, and venue for any court action related to or arising out of these Terms shall be in the State and Federal Courts in Martin County, Florida, and nowhere else, and CliniSign and you agree to submit to the jurisdiction of those courts and waive any defense to jurisdiction, including that it is an inconvenient forum.

13. Attorneys' Fees and Costs.

In any litigation arising out of, related to, or connected in any way to these Terms, including for breach, enforcement, or interpretation of these Terms, the prevailing party shall be entitled to its reasonable attorneys' fees and costs, including at trial, for determining the reasonable amount of attorneys' fees, appellate proceedings, bankruptcy proceedings, and post-judgment collection proceedings.

14. Entire Agreement.

These Terms are the entire agreement between CliniSign and you regarding the Services and supersede all prior communications, agreements, and understandings, whether oral or written, between the CliniSign and you. These Terms may not be modified, amended, or waived, except in writing executed by CliniSign.

15. Notice.

If you need to provide CliniSign notice for any reason, you may do so by emailing us at notify@clinisign.com