Terms

Welcome to the EASE terms page.

There are a few legal documents that are central to EASE, our customers, our prospects, our partners, and users of our website. To make it simple to find the information you’re looking for, we’ve assembled them all here in the below tabs. Please click on each tab below to review.

LICENSE AGREEMENT 

The following licensing agreement (“Agreement”) governs the general licensing terms relating to EASE Applications, LLC’s (“Licensor”) software, EASE Application (the “App”), purchased in accordance with the attached EASE Application (“EASE”) Software License Purchase Order Form(the “Order Form”). The Order Form is incorporated by reference herein. Other provisions that govern use of the Software are set forth in the applicable Privacy Policy, Online Descriptions, Online Notices, Business Associate Addendum, Information Security Agreement, Terms of Service, End User Licensing Agreement, and Term Index (collectively, “Additional Terms”), as amended from time to time, all of which are incorporated by reference herein. Collectively, this Agreement and the Additional Terms shall be referred to as the “Rules.” Exclusion of any specific terms or conditions from this Agreement shall not be deemed as providing any lesser weight or enforceability thereto. When used, the meaning of capitalized words herein shall be as they are defined in the Terms Index. Terms are also available online at  www.easeapplications.com/Terms

In the event of a conflict between this Agreement and the Additional Terms, the Additional Terms shall prevail.

1 PURPOSE OF SOFTWARE

1.1 The Software serves as HIPAA compliant “sender” version mobile application software, developed by Licensor, which is used as a communication tool for updating Designated Persons with the status of a consenting Patient, throughout their hospital experience.

2 GRANT OF LICENSE & RESTRICTIONS ON USE

2.1 Subject to the Rules, Licensor grants to Buyer a nonexclusive, nontransferable, and non-sublicensable license to use the Software in the United States, in manner and for the period described herein.

2.2 The Software licensed shall be the products and packaging level selected in Paragraph 22 of the Order Form, together with all relevant Licensed Documentation and Copies thereof (collectively the “Product”).

2.3 This Agreement is a contract for license to use, not a contract for sale. Licensor reserves all rights in the Product, including all Intellectual Property Rights in and to the Product, or arising therefrom. Nothing herein shall be deemed to transfer ownership or title to the Product, in any form. Licensor is, and shall remain at all times, the sole and exclusive owner of the Software platform and all past, present, and future components. Upon agreement to the Terms, Buyer may download and use the App on its Campus(es).

2.4 Buyer shall not disassemble, decompile, reverse engineer, or otherwise examine the Product, including but not limited to, inspection with debugging, memory inspection, or disk inspection tools.

2.5 Buyer may reject the Product by giving written notice of rejection and returning the Product within thirty (30) days of the Delivery Date. Termination under this part shall be subject to the terms of Section 15. Failure to reject the Product within thirty days shall constitute Acceptance.

2.6 Buyer may use the Product only at Campuses listed on the Order Form. Licensor expressly reserves the right to temporarily disable Buyer’s access to the Product for the purpose of disrupting use at an unpermitted location.

2.7 Neither Party shall use the name of the other for any other commercial purpose, or in any promotions or public statement, without prior written consent of the published party, which shall not be unreasonably withheld.

2.8 Notwithstanding Section 2.6, to aid with the launch of the Product and to provide patient information and education regarding availability and functionality of the Product, Licensor shall be permitted to use the name and image of Buyer on Licensor’s press releases, website, and digital media.

2.9 All uses not permitted under this Section 2 are strictly prohibited.

3. FEES & LICENSE PERIOD(S)

3.1 The Initial License Period shall be for such period length as appears on Paragraph 16 of the Order Form, which shall begin on the Delivery Date, and shall automatically renew in accordance with the terms of Paragraph 16.

3.2 As compensation for the license(s) provided, Buyer shall pay Licensor all applicable fees and costs appearing on Paragraph 22 of the Order Form. All sales are final.Except as provided in Section 2.4 Licensing, Installation & Training Fees are non-refundable, regardless of the reason for termination.

3.3 Annual License Fees shall be due and payable in full, in U.S. currency, within thirty (30) days of the Effective Date. Payment(s) for Renewal Periods

shall be due within thirty (30) days of the first day of such Renewal Period.

3.4 Installation & Training Fees are due fifteen (15) days prior to the Delivery Date scheduled for each respective Buyer Campus.

3.5 All fees are exclusive of internet and data usage charges, as well as all state, local, and Federal taxes or charges. Buyer shall be solely responsible for payment of all applicable taxes within a commercially reasonable time.

3.6 All amounts due to Licensor not paid in accordance with Sections 3.3 & 3.4 shall bear interest at the maximum rate allowable by law.

4. INSTALLATION AND TRAINING

4.1 Buyer shall provide Licensor with no less than five (5) reasonable proposed Delivery Dates for installation and training on the Product. If no dates provided are mutually agreeable, the Parties shall coordinate a date no later than forty-five (45) days from the Effective Date, for installation and training. Prior to the Delivery Date, Licensor shall provide Buyer with training materials and online resources, which Buyer shall ensure are made available to, and completed by, all Agents who will be utilizing the Product. During the initial training, Licensor shall train the Buyer and its Agents on the proper use of the Product and will recommend “best practices” in sending EASE Communications™. Buyer agrees to ensure every one of its Agents who will utilize the Software attends all training and uses their best professional judgment in the EASE Communications™ they ultimately create or send to Designated Persons. Buyer assumes all liability for damages resulting from the conduct of Agents who fail to attend training in full.

5. “AS IS” LICENSE FOR SOFTWARE

5.1 Licensor offers the Product “As Is” and for the most current version purchased by Buyer, as indicated in the Order Form. At Licensor’s sole discretion, Licensor may release updates to provide additional features, including but not limited to, languages and emoticons. Releases by Licensor of additional applications or increases of functionality may be deemed by Licensor, at its sole discretion, to constitute a Module. Modules, if any, are NOT included with this purchase. Modules may be offered by Licensor at a later date and for such annual licensing fee established solely by Licensor.

5.2 Notwithstanding the foregoing, Licensor may update the Product from time to time to provide an Error Correction (“Patches”). In such event, Buyer shall be required to download a Patch, at no cost to Buyer. Internet data rates may apply. Licensor shall not be responsible for any claims or liabilities of any kind arising from Buyer’s failure to install a Patch.

6. SOFTWARE MAINTENANCE; TECHNICAL ASSISTANCE

6.1 During the Licensing Period, Licensor shall offer technical assistance services as more fully described in the Additional Terms; Buyer may contact Licensor via telephone or email to request such supplemental or tech support by telephone at 407.308.4399;support@easeapplications.com, or such other contact information as may be subsequently provided to Buyer by Licensor.

6.2 Buyer shall promptly notify Licensor, in writing, within two (2) days of Buyer encountering any Error(s). After Licensor’s analysis of the reported Error, Licensor will: (i) notify Buyer whether Licensor has verified the Error; (ii) if verified, Licensor will advise Buyer of available remedies; and (iii) where a remedy is not available after repeated efforts, Licensor shall have the sole discretion to so notify Buyer and the Parties shall proceed under Section 6.3.

6.3 If, after repeated efforts, Licensor is unable to provide the Software in the manner advertised, Licensor may, at its sole discretion, issue a refund of the prorated value of the function not provided by the Product, not to exceed the amount of the Annual Price paid by Buyer under this Agreement. Buyer specifically agrees that Buyer shall act in good faith to reach an agreement with Licensor as to the prorated value of the function not provided;

6.4 EASE reserves the right to determine the disposition of reported Errors.

7. BUYER REPRESENTATIONS AND WARRANTIES

7.1 Buyer acknowledges and agrees that:

a. Buyer shall be responsible for providing the required environment for the Product, including, without limitation, preparation of any mobile devices and provision of Wi-Fi access and/or data plan coverage at Buyer’s Campus(es).

Buyer shall be responsible for downloading and installing the App on a secure mobile devise and configuring mobile devices as may be necessary.

Buyer shall monitor all Agents utilizing the Product to ensure continuous compliance with the Terms and any training provided to Buyer by Licensor. Buyer shall be solely responsible for its Agent’s failure to comply with the Terms, training provided by Licensor, or any applicable state and federal laws.

Buyer has evaluated, tested, and examined the Product and has determined independently that it is suited for the use intended by Buyer. Buyer assumes the responsibility and risk for the selection and suitability of the Product.

Buyer shall notify Licensor of any Error or other material defect Buyer shall agrees to ensure compliance with all requirements of Section 6.

Buyer represents that it has all necessary rights to use or reproduce all software, data and hardware used on its Campus(es) and that no use of the Product in connection therewith shall be made that causes and infringement of the rights of any third party.

8. DATA OWNERSHIP & DELETION POLICY

8.1 As between the Parties, all Ease Communications™ and all information and data associated therewith, shall be the exclusive property of the Buyer.

8.2 Unless provided for under separate agreement, Licensor shall not be obligated to store or maintain copies of the EASE Communications™, including without waiver, all Protected Health Information (“PHI”), which may or may not exist therein. EASE Communications™ shall be deleted from Licensor’s servers and systems on a regular nightly basis. Licensor shall bear no responsibility or liability for storing or maintaining EASE Communications™ prior to deletion. Buyer shall indemnify, defend and hold Licensor harmless from any and all liability associated with the EASE Communications™ not being stored/maintained for future reference or use.

9. SURVEY ACKNOWLEDGMENT

9.1 At the conclusion of each EASE Encounter™, each Patient and Designated Person who has used the “recipient” version of the App shall have the opportunity to partake in a survey regarding their experience. Buyer agrees that all responses to such surveys and other feedback regarding the Product, regardless of the source, shall be deemed Confidential Information owned exclusively by Licensor. Notwithstanding the foregoing, Licensor acknowledges and agrees that the Product is intended to increase Buyer’s patient and customer satisfaction. To this end, Licensor will share with Buyer, at reasonable intervals and in CSV file format, survey responses to questions that are presented to solicit the satisfaction levels of Buyer’s Patients and Designated Persons with respect to their use and experiences with the App.

10. LIMITED WARRANTY & INDEMNIFICATION OF BUYER

10.1 EXCEPT AS SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCT, NOR ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY MOBILE DEVICE UTILIZED BY BUYER IN CONNECTION HEREWITH. EXCEPT AS PROVIDED HERIEN, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF I) MERCHANTABILITY AND II) FITNESS FOR A PARTICULAR PURPOSE) ARE EXPRESSLY DISCLAIMED AND EXCLUDED.

10.2 Licensor warrants that:

a) Licensor is the owner of the Product with free authority to license same;

b) when downloaded and installed in accordance with the instructions outlined in the Additional Terms and updated with Patches as may be required from time to time, the Product will operate in accordance with and conform to the specifications contained therein; and

c) the Product shall be free of all viruses and destructive programming designed to a) permit unauthorized access or use by third parties to the mobile device, or (b) disable or damage such device.

10.4 Licensor will defend Buyer against any third party claims, allegations or demands (collectively, “Claims”) by third parties that Buyer’s use of any of the Product infringes upon the patent rights, copyrights, trademark rights or trade secret rights of a third party and indemnify and hold Buyer harmless against any related damages, losses, expenses, costs, awards or settlement amounts, provided that: (a) Buyer notifies Licensor in writing of such Claim within thirty (30) days of Buyer’s receipt of notice of any such Claim; (b)

Licensor shall have sole control of the defense of any action on such Claim and of all negotiations for its settlement or compromise (provided that Licensor may not agree to any settlement that involves an admission of liability on the part of Buyer, or the imposition or non-monetary remedies with respect to Buyer, without Buyer’s prior written consent, which consent shall not be unreasonably withheld); (c) Buyer cooperates with Licensor in every reasonable way to facilitate the settlement or defense of such Claim; and (d) should such Product become or, in Licensor’s opinion, be likely to become, the subject of an infringement claim, Buyer will permit Licensor, at Licensor ‘s expense, to (i) procure for Buyer the right to continue using such Product, (ii) replace or modify the same to become functionally equivalent yet non-infringing, OR (iii) terminate, without penalty, Buyer’s use of the affected Product, in which event Licensor will refund to Buyer on a pro-rata basis any unused prepaid amounts related thereto. The foregoing obligation of Licensor shall not apply to any Claims arising from (a) Buyer’s use of an infringing third party software, (b) Product(s) made in whole or part in accordance with Buyer’s written specifications; (c) any impermissible modifications of the Product; (d) Products combined with other products, processes or materials not provided by Licensor; (e) Buyer’s continuance of any infringing conduct after receiving notice thereof or after being provided with modifications that would have avoided the alleged infringement; OR (f) where Buyer’s use of the Product is incident to an infringement not resulting primarily from the Product, or is not strictly in accordance with the Terms.

10.5 The warranty under this Section 10 does NOT apply to problems resulting from: a) download or installation of the Product or App by Buyer not in accordance with the instructions in the Additional Terms; b) any download or installation by Buyer of the Product or App a device not specified or approved of in the Additional Terms; c) unauthorized modification of the Product or App; d)malfunctions in any mobile device or third party: hardware, software, or systems files; e) Accident or neglect of Buyer or any of Buyer’s Agents; f) use of the Product by Buyer not in accordance with the Terms; g) power surge or failure; OR h) interruption in Wi-Fi connectivity or data plan coverage. In the event of damages occurring from a defect arising from a Buyer-owned mobile device, Buyer shall look solely to the third-party manufacturer of such device.

11. EXCLUSION OF ALTERNATIVE REMEDIES; DAMAGES; LIMITATION OF LIABILITY

11.1 NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (a) ANY DAMAGES FOR LOST PROFITS, OR (b) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA (other than EASE Communications™ being stored by Licensor if elected under the Order Form, subject to the Additional Terms). EXCEPT FOR i) LICENSOR’S HIPAA OBLIGATIONS UNDER ANY HIPAA BUSINESS ASSOCIATE AGREEMENT and ii) LICENSOR’S INDEMNITY OBLIGATIONS UNDER SECTION 12, LICENSOR’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE INSTALLATION & TRAINING FEES PAID BY BUYER.

12. INDEMNIFICATION OF LICENSOR

12.1 Buyer shall indemnify, defend, and hold Licensor and its officers, directors, employees and agents harmless from and against all claims, charges, judgments, costs, liabilities, damages, losses, lawsuits or expenses (including reasonable attorneys’ fees and expenses of litigation) resulting from Claims that arise as a  result of: (a) Buyer’s and its Agents’ and affiliates’ (collectively,“Buyer Group”) use of the Product in violation of this Agreement or in a manner that is not in substantial conformity with the Terms, including but not limited to the sending of content that may be deemed offensive or inappropriate; (b) the negligence or willful misconduct of Buyer Group; (c) any infringement of a third party’s intellectual property rights resulting solely and exclusively from Buyer’s use of the Product in combination with any software or mobile device owned by Buyer; (d) any text messages, photos, videos or other communications sent by Buyer Group to a third party through the App; (e) any communications sent by Buyer Group

to any recipient other than a Designated Person; (f) Buyer’s decision not to store or maintain EASE Communications™ for future reference or use; (g) Buyer’s failure to obtain consent from the a Patient in advance of any EASE Encounter™; and (h) any Claim relating to, or arising from, any HIPAA violation committed by Buyer Group or breach of the Business Associate Agreement by Buyer.

12.2 Licensor shall promptly notify and provide reasonable cooperation to Buyer in the defense of any Claim for which indemnification is sought at Buyer’s expense. Buyer shall have the right to control the defense of any Claims and to settle Claims; provided, however, that the Buyer shall make no admission of fault or wrongdoing or other statement reflecting negatively on Licensor, without the Licensor’s prior express written consent.

13. TERMINATION BY LICENSOR

13.1 Licensor may terminate this Agreement and the license granted to Buyer upon a) Buyer failure to pay Licensor any fees, charges, taxes, or other reimbursements when due and when the failure to pay is not cured within thirty (30) days of Licensor’s written notice to Buyer thereof; b) Buyer’s transfers or attempted transfer of title or possession of the Product without Licensor’s prior written consent; d) Buyer breach of any of Buyer’s material obligations herein or under the Terms, where such breach is not cured within thirty (30) days of Licensor’s written notice to Buyer thereof d) Buyer becoming insolvent, adjudicated bankrupt, or voluntarily seeking protection under any bankruptcy or insolvency law; e) Buyer assignment of its assets for the benefit of creditors or any arrangement with its creditors; f) Licensor providing Buyer with ninety (90) days prior written notice of Licensor’s election to terminate in advance of any Renewal Term.

14. TERMINATION BY BUYER – NON-REFUNDABLE FEES

14.1 The Agreement may be terminated by Buyer at any time by providing Licensor sixty (60) days prior written notice of termination. Except as provided for in Sections 2.6 and 6.3, any such termination by Buyer shall be without refund of any Annual Payment and Installation Fees paid by Buyer.

15. TERMINATION PROCEDURE

15.1 In the event of any termination by Buyer:

Buyer shall promptly cease all further use of the Product and any portion thereof, in all forms and on all mobile devices. In addition, Buyer shall (i) surrender and deliver all physical portions of the Product; (ii) destroy all electronic Copies; and (iii) provide satisfactory evidence of such destruction to Licensor, within thirty (30) days following termination; AND

Licensor may cease performance of Licensor’s obligations under this Agreement or otherwise, without liability to Buyer, except that Licensor will continue to observe all HIPAA compliance and Privacy Policies.

16. EQUITABLE RELIEF; REMEDIES CUMULATIVE

16.1 The Parties acknowledge and admit that there may be no adequate remedy at law for the failure of the other party to comply with any of the material terms and conditions of Terms. The Parties agree that, in the event of any such failure, the non-breaching party shall be entitled to seek equitable relief by way of temporary restraining order, temporary injunction and permanent injunction. All rights and remedies upon material breach are cumulative and in addition to all other rights and remedies, in law or equity.

17. CONFIDENTIALITY, HIPAA & PRIVACY POLICIES

17.1 The Parties agree that in the performance of this Agreement a party may receive Confidential Information from a Disclosing Party. All Confidential Information shall be the exclusive property of Disclosing Party. Receiving Party shall hold the Confidential Information in strict confidence in accordance this Agreement. Receiving Party i) shall not permit or suffer its employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by Disclosing Party; ii) shall not copy or modify any Confidential Information except as specifically authorized in this Agreement; iii) shall not disclose any Confidential Information to a third-party without the prior written consent of Disclosing Party; and iv) agrees to use reasonable best efforts to secure and maintain all Confidential Information. When permissible, Receiving Party may disclose Confidential Information only after binding such party to

a written agreement sufficient to protect the Confidential Information in the manner described herein. Nothing in this part shall prohibit disclosure of information pursuant to court order or lawful subpoena.

17.2 The Parties agree that no PHI shall be transmitted, stored, maintained, or collected (‘Shared”) except with the Patient’s express written consent and only for the purpose and to the extent for which Patient has provided consent. All Shared PHI shall be done in strict compliance with HIPAA, this Agreement, the BAA, the Terms, and applicable privacy standards and law.

17.3 The Parties agree to work in good faith to execute a mutually agreeable BAA no later than thirty (30) days following the Effective Date.

18. GENERAL PROVISIONS

18.1 Neither party shall transfer its rights under this Agreement without first obtaining the written consent of the non-transferring party, which shall not be unreasonably withheld.

18.2. The Privacy Policy and Sections 3, 7, 10, 11, 12, 14, 15, 16, 17, 18,21 and 19 of this Agreement shall survive termination of any and all agreements between the Parties and shall remain binding thereupon.

18.3. The headings are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.

18.4 In the event of any dispute arising from this Agreement, the prevailing party shall be entitled to recovery of all reasonable attorneys’ fees and costs, at both the trial and appellate levels.

18.5 This Agreement, including the Additional Terms, constitute the entire agreement between the parties and supersedes all prior agreements and understandings between them, whether written or oral, between them relating to the subject matter of this Agreement.

18.6 No modification, amendment, or other change to this Agreement shall be binding on either party unless it is in writing and signed by both parties.

18.7 No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. No wavier shall constitute a waiver of any subsequent breach of the same or of any other provision.

18.8 Neither party shall be liable to the other by reason of failure of performance hereunder (except obligations to pay) if such failure arises out of causes beyond such party’s reasonable control, despite the reasonable efforts, and without the fault or negligence of such party.A party experiencing such an event shall give as prompt notice as possible under the circumstances.Notwithstanding anything to the contrary, Licensor specifically acknowledges that Force Majeure events are often the times that EASE™ is most needed. Licensor promises that, in the event of a Force Majeure event which increases the need for specific resources in Buyer or Buyer’s customers, Licensor shall exert reasonable best efforts to continue to provide its obligations under this Agreement

18.9. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed.

18.10 This Agreement is made in and shall be, at least partially, performed in the State of Florida. The parties hereto consent and agree to personal jurisdiction in the State of Florida for any action arising from, under or out of this Agreement. The parties agree that all such actions shall be brought and maintained in Orlando, Florida. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida, without regard to choice of law principles.

18.11 The parties intend to have any discounts provided in this Agreement, if any, meet the requirements of 42 C.F.R. 1001.952(h), the Discount Safe Harbor of the Anti-Kickback statute. Client may have an obligation to report this discount in accordance with the Discount Safe Harbor and shall accurately reflect the discount on any claims submitted. This document constitutes a statement for accounting/reporting purposes.

18.12 All notices required to be given pursuant to this Agreement shall be in writing and shall be deemed given or made when delivered in person, delivered by overnight courier service or when delivered by certified or registered mail, postage prepaid, and addressed to:

Notice to Buyer: At the address listed in Paragraph 2 on the Order Form.

Notice to EASE:EASE Applications, LLC

976 Lake Baldwin Lane Suite 103 Orlando FL 32814

Notice to EASE Data Protection Officer: mkanagy@easeapplications.com

END USER LICENSE AGREEMENT

This Mobile Device Application End User License Agreement (the “Agreement“) applies to the “receiver” version of the mobile device application known as “EASE”, “EASE Receiver” or “Electronic Access to Surgical Events – Receiver”, and the related EASE services (collectively the “Application“) provided by EASE Applications, LLC, a Florida limited liability company (“Licensor“).

Acceptance of Terms and Conditions

By continuing to use the Application, you agree as follows:

  • You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
  • You will use the Application in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Licensor from time to time; and
  • You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.

If you do not agree with the terms and conditions in this Agreement, or to our separate Privacy Policy which is incorporated herein by this reference, please discontinue all further use of the Application and immediately uninstall the Application from your device.

In order to use the Application, you must: (a) either be a “Patient” (or parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker of a Patient), a “Designated Person”, or a “Secondary Recipient” (as such terms are defined herein below in the “Definitions” section of this Agreement); (b) be 18 years of age or older; and (c) have the power to enter into a binding contract with Licensor and not barred from doing so under any applicable laws.  You also warrant that any registration information and all other information that you submit to Licensor is true, correct and complete.

Definitions

Whenever used in this Agreement, the capitalized terms quoted below will have the meaning ascribed to them in this section:

  • Communication” shall have the same meaning set forth in the Section titled “Your Communication and License to Licensor”, herein below.
  • Designated Person” shall mean those persons designated by a Patient (or parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker of a Patient) to receive EASE Communications through the Application during an EASE Encounter. Patients (and parents, legal representatives, authorized healthcare surrogates, attorneys-in-fact, guardians and/or other legal caretakers of Patients) hereby acknowledge that Designated Persons may be able to add Secondary Recipients (as such term is defined herein below) through the Application to the EASE Encounter, thereby allowing such Secondary Recipients to receive EASE Communications.
  • EASE Communication” shall mean the text messages, audio messages, photos, videos and other communications concerning a Patient’s medical procedure which the Facility transmits through the “sender” version of the Application to Designated Persons and/or Secondary Recipients during an EASE Encounter.
  • EASE Encounter” shall mean a Patient’s medical procedure at a Facility during which such Facility utilizes the “sender” version of the Application to send EASE Communications to Designated Persons and/or Secondary Recipients through the Application concerning the status of the Patient’s medical procedure.
  • Facility” shall mean a hospital, medical center, healthcare system, or similar institution at which a Patient is undergoing medical care and which Facility is authorized by Licensor to use the “sender” version of the Application to send EASE Communications pertaining to such Patient’s medical procedure to one or more Designated Persons and/or Secondary Recipients.
  • HIPAA” shall have the same meaning set forth in the Section titled “Patient Consent”, herein below.
  • Patient” means a medical patient undergoing a medical procedure at a Facility who has consented to participating in an EASE Encounter and authorized the Facility to utilize the “sender” version of the Application to send EASE Communications during the Patient’s medical procedure to one or more Designated Persons and/or Secondary Recipients.
  • Procedure” shall have the same meaning set forth in the Section titled “Patient Consent”, herein below.
  • Secondary Recipient” shall mean those persons who a Designated Person elects to add to the EASE Encounter, thereby allowing such Secondary Recipients to receive the same EASE Communications received by the Designated Person through the Application.

Licensor’s License to You

Licensor grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Application.  This license is conditioned on your continued compliance with the terms and conditions in this Agreement.  You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Application and, if you sell or otherwise transfer a device on which the Application is installed to a third party, you must remove the Application from such device before doing so.  You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Application).

Your Communication and License to Licensor

Any communications or material of any kind that you email, post, or otherwise transmit to Licensor using the Application or any other media, including, without limitation, data, questions, responses to surveys or questionnaires, comments, or suggestions (individually and collectively your “Communication(s)“) will become the sole property of Licensor. You hereby grant an exclusive and perpetual license to Licensor to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.  Licensor will be entitled to the unrestricted use and dissemination of such Communication for any purpose, commercial or otherwise, without acknowledgement or compensation to you.  You hereby waive any rights you may have to the Communication (including, without limitation, copyrights or moral rights).  Please do not share your ideas with Licensor if you expect to be paid or want to continue to own or claim rights in them.

At the conclusion of each EASE Encounter, you may have the opportunity to partake in a survey regarding your experience with the Application.  You hereby acknowledge that all responses to such surveys shall be owned by and shall be the sole property of Licensor and shall be deemed to be a Communication.

Electronic Signatures

You agree to be bound by any affirmance, assent, or agreement you transmit to Licensor using the Application or any other media, including but not limited to any consent you give to receive communications from Licensor solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field in the Application, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

Carrier Charges

Licensor does not charge you for the Application, but your carrier’s data rates may apply to your use of the Application.  You acknowledge that Wi-Fi Internet connectivity or data coverage may be required for the Application to function properly.  Licensor is not responsible for providing such Wi-Fi connectivity or data coverage, and you hereby agree to hold Licensor complete harmless for any interruption in, and/or for your inability to obtain, Wi-Fi Internet connectivity or data coverage at the Facility or at any other location.

Use of Licensor Services

The following requirements apply to your use of the Application:

  • You acknowledge that communications received by you on the Application may contain text, audio, video and photos of or having to do with medical procedures and surgical events which some may find to be graphic in nature and disturbing to read, hear, or watch. Examples may include texts, descriptions, photos and videos of surgical procedures, images depicting operating rooms, medical equipment and medical devices, close-up images of bodily fluids, organs, blood, tissue, and bones.  If you do not wish to receive such communications, or if you believe you may be disturbed or offended by such communications, please discontinue use of the Application and delete the Application from your device immediately.  You shall indemnify, defend and hold Licensor completely harmless from any and all liability associated with the nature or context of any communication viewed or heard through the Application by you or by any other third party including, without limitation, any liability arising from a claim based on infliction of emotional distress.  Communications transmitted through the Application may not be suitable for children under the age of 18.  Licensor has no responsibility for the nature or context of any communication transmitted by the Facility (or the Facility’s medical staff, agents, or employees) through the Application.
  • You will not use any electronic communication feature of the Application for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
  • While the Application is designed so as not to store EASE Communications on your device, you nevertheless hereby agree not to use the Application to upload, post, reproduce, take screenshots, or distribute any information, software, or other material protected by any applicable law including, without limitation, HIPAA and related health information protection laws, copyright and any other intellectual property rights (as well as laws and rights of publicity and privacy) without first obtaining the permission of the owner of such rights or otherwise obtaining the permission of the persons such laws were enacted to protect. Without limiting the foregoing, you agree not to take screenshots on your device, or take pictures of your phone, while utilizing the Application.
  • You will not collect, store, upload, post, email, or otherwise transmit any data you receive through the Application, whether in the form of a text, audio communication, photograph, video file, or otherwise.
  • Except as may be authorized by Licensor, you will not use the Application for any commercial purpose not expressly approved by Licensor in writing. You will not use the Application to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
  • You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
  • You will not use the Application when doing so could be dangerous or harmful to you or those around you, such as, by way of example only, when you are driving a motor vehicle, walking, riding bicycle, or operating heavy machinery or equipment, even if doing so is legally permitted in your location.

Security of Data Transmission and Storage

The security of your personal information is important to us. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security.

Licensor and the Facility (and their affiliates, and agents) are permitted, but not obligated, to review or retain the EASE Communications or your Communications.  Licensor may monitor the EASE Communications and your Communications to evaluate the quality of service you receive, your compliance with the Agreement, the security of the Application, or for other reasons, such as, by way of example only, improving or modifying the Application and its features. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Licensor or its affiliates or agents monitor the EASE Communications, monitor your Communications, or enforce or fail to enforce the terms of the Agreement.  In no event will Licensor or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by Licensor or its affiliates or agents.

Hyperlinks

The Application may contain links to other sites.  Licensor does not control such other sites, and Licensor and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites.  The fact that Licensor has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and Licensor cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Licensor or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.

Trademarks and Copyrights

The Application is owned by Licensor or its affiliates or agents, and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to Licensor or its affiliates or agents. Nothing contained in the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Application without the written permission of Licensor or such third party that may own the trademarks displayed in the Application. Your use of the trademarks displayed in the Application, or any other content in the Application, except as provided herein, is strictly prohibited.

Images displayed through the Application are either the property of, or used with permission by, Licensor or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under the Agreement. Any unauthorized use of the images may violate copyright laws, HIPAA and similar health information protection laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

Disclaimer of Warranties

YOUR USE OF THE APPLICATION IS ENTIRELY AT YOUR SOLE RISK.  THE APPLICATION IS PROVIDED BY LICENSOR ON AN “AS IS” BASIS.  LICENSOR 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.  LICENSOR MAKES NO WARRANTY THAT (i) THE APPLICATION WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, 100% SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION WILL BE ACCURATE OR RELIABLE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR, OR THROUGH THE APPLICATION SHALL CREATE ANY WARRANTY REGARDING THE APPLICATION NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE APPLICATION OR ANY OTHER MATTER RELATING TO THE APPLICATION.

Indemnification

You agree to indemnify and hold Licensor and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this Agreement, state or federal securities laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right.  Under no circumstances, including but not limited to a negligent act, will Licensor or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Application.

Governing Law

The Agreement, and all future agreements you shall enter into with Licensor, unless otherwise indicated on such other agreement, shall be governed by the law of the State of Florida, without regard to conflicts of law principles thereof.  This is the case regardless of whether you reside or transact business with Licensor or any of its affiliates or agents in the State of Florida or elsewhere.  Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the State or Federal courts located within the County of Orange, State of Florida.  If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

Changes and Amendments

Occasionally Licensor may, in its discretion, make changes to the Application, this Agreement and/or the Privacy Policy. When Licensor makes changes to the Agreement or the Privacy Policy which it considers material, Licensor will notify you through the Application, by email, or otherwise. By continuing to use the Application after those changes are made, you are expressing and acknowledging your acceptance of the changes.

Patient Consent

This Section, entitled “Patient Consent” pertains to Patients and parents, legal representatives, authorized healthcare surrogates, attorneys-in-fact, guardians and other legal caretakers of a Patient.  If you are a Patient or the parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker of a Patient, you hereby express your/the Patient’s wish to participate in the EASE Encounter in connection with one or more of your/the Patient’s medical procedures at the Facility (the “Procedure(s)“).  You understand that participation in the EASE Encounter is optional and that if you choose to participate in the EASE Encounter, confidential information about you/the Patient will be provided to the individuals designated by you/the Patient (i.e. the Designed Persons and those persons added by the Designated Persons – i.e. Secondary Recipients) to receive such information.  You hereby authorize Licensor and the Facility, their respective medical staff, agents, and employees, to disclose information about the Procedure(s) and your/the Patient’s progress to the Designated Persons and the Secondary Recipients.  You hereby authorize Licensor and the Facility, and their respective medical staff, agents, and employees, to take photographs and/or video/audio recordings of you/the Patient during the Procedure(s), and release Licensor and the Facility, and their respective medical staff, agents, officers, directors, and employees from any and all claims related to the taking of such photographs and video recordings.  You hereby release Licensor and the Facility, and their respective medical staff, agents, officers, directors, and employees from any and all claims related to the release of information concerning you/the Patient to Designated Person(s) and/or Secondary Recipients pursuant to this Consent.  You are responsible for designated the right Designated Person.  You hereby release Licensor and the Facility, and their respective medical staff, agents, officers, directors, and employees from any and all claims related to you/the Patient accidentally or intentionally designating the wrong person as a Designated Person.  You understand that the information released pursuant to this Consent may constitute individually identifiable health information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“) and other laws and regulations. You understand that information that has been disclosed is subject to re-disclosure and is no longer protected.

Miscellaneous

This Agreement constitutes the entire agreement between you and Licensor regarding the Application, and governs your use of the Application, superseding any prior agreements between you and Licensor regarding the Application.  If any provision of this Agreement shall be held invalid under law, such invalidity shall not affect any other provision or provisions hereof which are otherwise valid. The failure of Licensor to enforce any provision in this Agreement shall not constitute a waiver of such provision or any other provision.

Contact Information

EASE Applications, LLC

Phone: 407.308.4399

Email: support@easeapplications.com

Last Modified: May 26, 2014.

 

EASE Privacy Agreement

EASE Applications’ Privacy Policy

This privacy policy (the “Policy” or “Privacy Policy“) and the Agreement (as defined herein below) set out how EASE Applications, LLC, a Florida limited liability company, (hereinafter “Us“, “We“, “EASE“, or “Licensor“) uses and protects the personal information you provide through the Application (as such term is defined in EASE’s Mobile Device Application End User License Agreement (the “Agreement“)).

Licensor maintains an ongoing commitment to ensuring that your privacy is protected. Accordingly, any personally identifiable information provided by you to Licensor when you use the Application shall be used in accordance with the conditions outlined in the Agreement and this Policy.  Just as the Policy forms a part of the Agreement, the Agreement forms a part of the Policy, and the Agreement is incorporated herein by this reference.  All capitalized terms not otherwise defined in this Policy shall have the same meaning as set forth in the Agreement.

Licensor may change the Agreement and/or this Policy periodically by updating the same. When Licensor makes changes to the Agreement or the Policy which it considers material, Licensor will notify you through the Application, by email, or otherwise. By continuing to use the Application after those changes are made, you are expressing and acknowledging your acceptance of the changes.

The Information We Collect

This notice applies to all information collected or submitted through the Application. While using the Application, you may have the opportunity to register for services, make requests, and post content.  Accordingly, depending on the process, you may be asked to provide the following types of personally identifiable information:

  • Your name
  • Your postal address
  • Your email address
  • Your phone number
  • Your age
  • Your gender or other demographic information
  • Your location information
  • The name of the Patient who identified you as a Designated Person
  • The Patient’s date of birth
  • The date of the Patient’s medical procedure associated with your use of the Application

As set forth in the Agreement, we may also request, retain, share and use the Communications (as such term is defined in the Agreement) you send us, including, without limitation, your responses to questionnaires and surveys in which we ask you to participate.

We may also, but are not obligated to, retain or destroy copies of all data transmitted to you during an EASE Encounter (such data herein referred to as an “EASE Communication“, as such term is defined in the Agreement).  We may also deliver copies of all such EASE Communications to the Facility to be stored, utilized and administered as the Facility deems appropriate.

Use of Personally Identifiable Information

Licensor takes your privacy very seriously. Accordingly, we agree that we will only use the information you provide for the following specific purposes: to effectuate a registration made by you; to customize the advertising and content you see; to improve the content and overall look and feel of the Application; and to contact you, conduct research, and provide anonymous reporting for internal and external clients, when necessary.  We may also, and you hereby authorize us to, share all information we receive from you or through your use of the Application with the Facility.  We are not responsible for, and you hereby agree to hold us harmless from, the manner in which the Facility utilizes the information we receive from you or through your use of the Application.

We agree that we will not share, sell, rent or otherwise distribute your personally identifiable information with outside parties (other than the Facility), except to provide products or services you’ve requested through us, or in response to a validly-issued subpoena, court order, or other legal process, or when necessary to establish or exercise our legal rights or defend against legal claims made by you or on your behalf.

From time to time, we may employ the use of return email addresses to answer the email we receive from you. Such addresses are not used for any other purpose and are not shared with outside parties (other than the Facility).

Finally, we agree that we will never use or share the personally identifiable information provided to us by you in any way that violates or is otherwise unrelated to the means described in the Agreement or this Policy, without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.

Registration

In order to use some features of the Application, you must first complete the registration process. During registration, you are required to provide certain personally identifiable information, including, but not limited to the information described above (see: “The Information We Collect”). This information will periodically be used by us to contact you about Application news, updates and changes to the Agreement or this Policy, and to enable you to retrieve your registration information, access code, and password, if necessary.

Correction of Personally Identifiable Information

So that we may best serve you, you are responsible for ensuring that all personally identifiable information you provide on this site is maintained and kept current.

Cookies and Similar Technologies

A cookie is a small text file that resides on your computer, mobile phone, or other device, and allows Licensor or its business partners to recognize your device when you return to the Application. We may use cookies and similar technologies to perform functions essential to the operation of the Application, track usage and trends, provide advertising on the Application, and improve and customize your experience. We may also allow certain business partners to place or recognize cookies for those purposes.

Please note: No personally identifiable information is collected with the cookies that we set.

Data Security

To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Licensor has established appropriate physical, electronic, and managerial procedures to safeguard and secure the information Licensor collects through the Application.

Children’s Privacy

Protecting the privacy of children is especially important to Licensor. For that reason, Licensor never allows registration of users (i.e. Designated Persons or Secondary Recipients) under the age of 18.  Additionally, Licensor does not collect or maintain information through the Application from users Licensor actually knows are under 18 years of age.  The foregoing, however, does not preclude an individual who is under the age of 18 from being a Patient, provided such Patient’s parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker consents to the Patient’s involvement in the EASE Encounter.  It is hereby acknowledged and agreed that it shall be the responsibility of the Facility, and not Licensor, to obtain the consent of such Patients’ parents, legal representatives, authorized healthcare surrogates, attorneys-in-fact, guardians or other legal caretakers.

Scope of this Agreement; Third Party Websites

Although this Policy applies to the entirety of information obtained by you for the purpose of accessing or using content controlled and owned by Licensor, it does not apply to entities that are not owned or controlled by Licensor.

The Application may contain links to other third party websites. Please be aware that Licensor does not claim any responsibility for the privacy practices of these third party sites. We encourage you to be aware when you leave our Application and to take reasonable precautions when sharing your personally identifiable information on third party websites.

Contact Information

EASE Applications, LLC

Phone: 407.308.4399

Email: support@easeapplications.com

Last Modified: May 26, 2014

WEBSITE Introduction and Acceptance of Terms of Use

EASE Applications™ offers you a wide range of content, communication tools, forums, and information about its services (“Materials”) via this web site. By using this web site, you are agreeing to accept and comply with the terms and conditions of use as stated below (“Terms of Use”), which EASE Applications™ may update at any time without notice. You should visit this page periodically to review the then-current Terms of Use. Please note that EASE Applications™ may, at its sole discretion, terminate your access to this web site at any time without notice.

Limited Right to Use

This web site is owned and operated by EASE Applications™. Unless otherwise specified, all Materials on this web site are the property of EASE Applications™ and are protected by the copyright laws of the United States and, throughout the world by the applicable copyright laws. You may, view, print and/or download one copy of the Materials from this web site on any single computer solely for your personal, informational, non-commercial use, provided you keep intact all copyright and other proprietary notices. No Materials published by EASE Applications™ on this web site, in whole or in part, may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without prior written permission from EASE Applications™. The use of any such Materials on any other web site or networked computer environment or for any other purpose is strictly prohibited and such unauthorized use may violate copyright, trademark and other similar laws.

Communications

Except for any disclosure by you for technical support purposes, or as specified in our Privacy Statement, all communications from you to this web site will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback and ideas regarding our company, products or services that you communicate to EASE Applications™ (“Feedback”) will be deemed, at the time of communication to EASE Applications™, the property of EASE Applications™, and EASE Applications™ shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you. You are solely responsible for the content of your communications and their legality under all laws and regulations. You agree not to use this web site to distribute, link to or solicit content that is defamatory, harassing, unlawful, libelous, harmful to minors, threatening, obscene, false, misleading, or infringing a third party intellectual or privacy rights.

Access to Password Protected or Secured Areas

Access to and use of password protected or secured areas of this web site is restricted to authorized users only. You will be asked to provide accurate and current information on all registration forms on this web site. You are solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access this web site as well as any activity that occur under your username/password. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to through this web site.

Site Monitoring

Although EASE Applications™ is not obligated to do so, it will have the right to review your communications on this web site to determine whether you comply with our Terms of Use. EASE Applications™ will not have any liability or responsibility for the content of any communications you post to this web site, or for any errors or violations of any laws or regulations by you. EASE Applications™ will comply with any court order in disclosing the identity of any person posting communications on this web site. It is advisable that you review our Privacy Policy before posting any such communications. Please note that when you conduct transactions with other companies providing content via this web site, you will also be subject to their privacy policies.

Links to Other Sites

The linked sites are not under the control of EASE Applications™ and EASE Applications™ is not responsible for the content of any linked site or any link contained in a linked site. EASE Applications™ reserves the right to terminate any link at any time. EASE Applications™ may provide links from this web site to other sites as a convenience to you and in no way should this be interpreted as an endorsement of any company, content or products to which it links. If you decide to access any of the third party sites linked to this web site, you do this entirely at your own risk. EASE Applications™ DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO ANY SUCH LINKED SITES, INCLUDING BUT NOT LIMITED TO ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED SITE.

Trademarks

The trademarks, service marks and logos of EASE Applications™ and others used in this web site (“Trademarks”) are the property of EASE Applications™ and their respective owners. You have no right to use any such Trademarks, and nothing contained in this web site or the Terms of Use grants any right to use (by implication, waiver, estoppel or otherwise) any Trademarks without the prior written permission of EASE Applications™ or the respective owner.

Indemnity

You agree to indemnify, defend and hold EASE Applications™ harmless from and against any and all third party claims, liabilities, damages, losses or expenses (including reasonable attorney’s fees and costs) arising out of, based on or in connection with your access and/or use of this web site.

Limitation of Liability

IN NO EVENT SHALL EASE APPLICATIONS OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEB SITE OR ANY LINKED SITE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION OR MATERIALS PRESENTED ON THIS WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF EASE APPLICATIONS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer

EASE Applications™ assumes no responsibility for accuracy, correctness, timeliness, or content of the Materials provided on this web site. You should not assume that the Materials on this web site are continuously updated or otherwise contain current information. EASE Applications™ is not responsible for supplying content or materials from the web site that have expired or have been removed. THE MATERIALS PROVIDED AT THIS WEB SITE ARE PROVIDED “AS IS” AND ANY WARRANTY (EXPRESS OR IMPLIED), CONDITION OR OTHER TERM OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE IS HEREBY EXCLUDED.

Applicable Laws

These Terms of Use are governed by the law in force in the State of Florida, United States of America, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Florida and courts of appeal from them for determining any dispute concerning the Terms of Use.

General

If you have any questions regarding the Terms of Use, please contact EASE Applications™ via our Contact Us page.

PRIVACY POLICY

EASE Privacy Agreement

EASE Applications’ Privacy Policy

This privacy policy (the “Policy” or “Privacy Policy“) and the Agreement (as defined herein below) set out how EASE Applications, LLC, a Florida limited liability company, (hereinafter “Us“, “We“, “EASE“, or “Licensor“) uses and protects the personal information you provide through the Application (as such term is defined in EASE’s Mobile Device Application End User License Agreement (the “Agreement“)).

Licensor maintains an ongoing commitment to ensuring that your privacy is protected. Accordingly, any personally identifiable information provided by you to Licensor when you use the Application shall be used in accordance with the conditions outlined in the Agreement and this Policy.  Just as the Policy forms a part of the Agreement, the Agreement forms a part of the Policy, and the Agreement is incorporated herein by this reference.  All capitalized terms not otherwise defined in this Policy shall have the same meaning as set forth in the Agreement.

Licensor may change the Agreement and/or this Policy periodically by updating the same. When Licensor makes changes to the Agreement or the Policy which it considers material, Licensor will notify you through the Application, by email, or otherwise. By continuing to use the Application after those changes are made, you are expressing and acknowledging your acceptance of the changes.

The Information We Collect

This notice applies to all information collected or submitted through the Application. While using the Application, you may have the opportunity to register for services, make requests, and post content.  Accordingly, depending on the process, you may be asked to provide the following types of personally identifiable information:

  • Your name
  • Your postal address
  • Your email address
  • Your phone number
  • Your age
  • Your gender or other demographic information
  • Your location information
  • The name of the Patient who identified you as a Designated Person
  • The Patient’s date of birth
  • The date of the Patient’s medical procedure associated with your use of the Application

As set forth in the Agreement, we may also request, retain, share and use the Communications (as such term is defined in the Agreement) you send us, including, without limitation, your responses to questionnaires and surveys in which we ask you to participate.

We may also, but are not obligated to, retain or destroy copies of all data transmitted to you during an EASE Encounter (such data herein referred to as an “EASE Communication“, as such term is defined in the Agreement).  We may also deliver copies of all such EASE Communications to the Facility to be stored, utilized and administered as the Facility deems appropriate.

Use of Personally Identifiable Information

Licensor takes your privacy very seriously. Accordingly, we agree that we will only use the information you provide for the following specific purposes: to effectuate a registration made by you; to customize the advertising and content you see; to improve the content and overall look and feel of the Application; and to contact you, conduct research, and provide anonymous reporting for internal and external clients, when necessary.  We may also, and you hereby authorize us to, share all information we receive from you or through your use of the Application with the Facility.  We are not responsible for, and you hereby agree to hold us harmless from, the manner in which the Facility utilizes the information we receive from you or through your use of the Application.

We agree that we will not share, sell, rent or otherwise distribute your personally identifiable information with outside parties (other than the Facility), except to provide products or services you’ve requested through us, or in response to a validly-issued subpoena, court order, or other legal process, or when necessary to establish or exercise our legal rights or defend against legal claims made by you or on your behalf.

From time to time, we may employ the use of return email addresses to answer the email we receive from you. Such addresses are not used for any other purpose and are not shared with outside parties (other than the Facility).

Finally, we agree that we will never use or share the personally identifiable information provided to us by you in any way that violates or is otherwise unrelated to the means described in the Agreement or this Policy, without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.

Registration

In order to use some features of the Application, you must first complete the registration process. During registration, you are required to provide certain personally identifiable information, including, but not limited to the information described above (see: “The Information We Collect”). This information will periodically be used by us to contact you about Application news, updates and changes to the Agreement or this Policy, and to enable you to retrieve your registration information, access code, and password, if necessary.

Correction of Personally Identifiable Information

So that we may best serve you, you are responsible for ensuring that all personally identifiable information you provide on this site is maintained and kept current.

Cookies and Similar Technologies

A cookie is a small text file that resides on your computer, mobile phone, or other device, and allows Licensor or its business partners to recognize your device when you return to the Application. We may use cookies and similar technologies to perform functions essential to the operation of the Application, track usage and trends, provide advertising on the Application, and improve and customize your experience. We may also allow certain business partners to place or recognize cookies for those purposes.

Please note: No personally identifiable information is collected with the cookies that we set.

Data Security

To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Licensor has established appropriate physical, electronic, and managerial procedures to safeguard and secure the information Licensor collects through the Application.

Children’s Privacy

Protecting the privacy of children is especially important to Licensor. For that reason, Licensor never allows registration of users (i.e. Designated Persons or Secondary Recipients) under the age of 18.  Additionally, Licensor does not collect or maintain information through the Application from users Licensor actually knows are under 18 years of age.  The foregoing, however, does not preclude an individual who is under the age of 18 from being a Patient, provided such Patient’s parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker consents to the Patient’s involvement in the EASE Encounter.  It is hereby acknowledged and agreed that it shall be the responsibility of the Facility, and not Licensor, to obtain the consent of such Patients’ parents, legal representatives, authorized healthcare surrogates, attorneys-in-fact, guardians or other legal caretakers.

Scope of this Agreement; Third Party Websites

Although this Policy applies to the entirety of information obtained by you for the purpose of accessing or using content controlled and owned by Licensor, it does not apply to entities that are not owned or controlled by Licensor.

The Application may contain links to other third party websites. Please be aware that Licensor does not claim any responsibility for the privacy practices of these third party sites. We encourage you to be aware when you leave our Application and to take reasonable precautions when sharing your personally identifiable information on third party websites.

WEBSITE Privacy Policy

EASE Applications™ respects your privacy and is committed to protecting your personal information that you provide to us. This statement explains our policies and practices regarding the use and disclosure of your personal information by EASE Applications.  Please note that, EASE Applicationsreviews and updates this Privacy Policy from time to time as needed without notice. Therefore, you should review the terms of this policy periodically to make sure that you are aware of how EASE Applications™ collects and uses personal information. By using our web site, you consent to the collection and use of your personal information by EASE Applications™ as explained below.

Personal Information

We collect information from you when you subscribe to our newsletter, respond to a survey or fill out a form. This information may include registration data (your name, address, email address, phone number, title, etc.), information request data and response data (“User Information”). However, you can visit our web site without providing us with any personal information. When you receive your confirmation email or when you receive any email from the list server, you will be given instructions on how to remove yourself from the list.

Ways we use your information

Any of the information we collect from you may be used in one of the following ways:

• To personalize your experience

• (your information helps us to better respond to your individual needs)

• To improve our website

• (we continually strive to improve our website offerings based on the information and feedback we receive from you)

• To administer a contest, promotion, survey or other site feature

• To send periodic emails

The email address you provide may be used to send you information, respond to inquiries, and/or other requests or questions. However, please do not submit any User Information if you are less than 18 years of age.

Disclosure of User Information

EASE Applications™ does not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses

Information Security

EASE Applications™ implements a variety of security measures to maintain the safety of your personal information when you enter, submit, or access your personal information

Cookies

EASE Applications™ uses “cookies”. Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information

We use cookies to understand and save your preferences for future visits, keep track of advertisements and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future.

A cookie cannot read data off of your hard drive or read cookie files created by other sites. If you prefer not to accept a cookie, you can set your web browser (Microsoft Internet Explorer or Netscape Navigator) to warn you before accepting cookies or you can refuse all cookies by turning them off in your web browser. However, access to some of our secured web site(s) may require the use of cookies, which you must enable only cookies that get sent back to the originating server. Otherwise, you can still access most of the features on our web site even without accepting a cookie.

External Links

EASE Applications™ web site provides links to other third party web sites. Even if the third party is affiliated with EASE Applications™ through a business partnership or otherwise, EASE Applications™ is not responsible for the privacy policies or practices or the content of such external links. These links are provided to you for convenience purposes only and you access them at your own risk.

Terms of Use

Please also see our Terms of Use, which describes the restrictions, disclaimers, indemnification and limitation of liability governing the use of the entire EASE Applications™ web site.

General

If you have questions regarding our Privacy Statement, please contact EASE Applications™ via our Contact Us page.

TERMS INDEX

  • Acceptance” means Buyer’s acceptance of the Product. Acceptance shall be deemed to have occurred upon the conclusion of the thirtieth (30th) day following the installation of the Product on any Buyer Campus, barring Buyer rejection under Section 2.5 of the Agreement.
  • Agreement” means the EASE Licensing Agreement, attached as Exhibit “A” to the Order Form, together with all exhibits thereto.
  • Additional Terms” means all of the provisions that govern use of the Licensed Software are set forth in the applicable, Privacy Policy, Business Associate Addendum, Terms of Service, Information Security Agreement, End User Licensing Agreement, Online Notices, Online Descriptions, and this Definition Index.
  • Agent(s)” means the employees, independent contractors, and agents under the control and direction, of Buyer or its affiliates and affiliated/related entities, who shall be bound by confidentiality obligations or a duty of confidentiality reasonably sufficient to protect the Confidential Information, and permitted access to or use of the Product.
  • Annual License Fees” means those fees, described in Paragraph 22 of the Order Form, payable by Buyer in exchange for a license to use the Product, more fully described in the Agreement.
  • Buyer” means the licensee of the Product, identified in Paragraph 1 of the Order Form.
  • Campus” means the physical location(s), identified in the Order Form, at which Buyer may use the Software.
  • Confidential Information” means any and all information, whether provided prior to or after entering into this Agreement, including, but not limited to, the trade secrets and know-how of the respective parties, any information whether or not it is marked “Confidential” or “Proprietary” or similarly marked, and, in the case of Licensor, the Licensed Product; provided, however, it shall not mean any information that:
    • is known to the receiving party at the time of disclosure by the disclosing party;
    • is developed independently by the receiving party;
    • is within, or later falls within, the public domain without breach of this Agreement by the receiving party;
    • is publicly disclosed with written approval of the disclosing party; or
    • becomes lawfully known or available to the receiving party without restriction from a source having the lawful right to disclose the information without breach of this Agreement by the receiving party.
    • was disclosed by Buyer in connection with discussions about the compatibility of their software/applications with the Licensed Software.

Provided, however, the receiving party shall have the burden of proof as to prior knowledge and absence of breach.

Confidential Information disclosed pursuant to a judicial or other lawful government order shall remain Confidential Information as between the Parties and shall only be disclosed under terms which reasonably provide for continued protection of the information, and, where reasonably possible, the disclosing party shall be a party to the negotiation of the terms for such protection. Notwithstanding any provision herein to the contrary, this Agreement shall not be construed to limit the receiving party’s obligation and ability to comply with any judicial or other lawful government order to disclose Confidential Information.

  • Copy” or “Copies” means the Product (including the components thereof), any Modules, Updates pertaining thereto, and any reproductions of the Product or any Modules or Updates pertaining thereto.
  • Delivery Date” means the date of Buyer’s receipt and installation of the Product on any Buyer Campus.
  • Designated Person” means those persons designated by a Patient or by such Patient’s parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker who has signed a written consent on his or her behalf, as applicable, to receive EASE Communications in a consent form signed by the Patient.
  • EASE” or “Licensor”mean EASE APPLICATIONS, LLC, a Florida limited liability company, and any of its agents, successors, and assigns.
  • EASE Communications” means the text messages, photos, videos and other communications concerning a Patient’s medical procedure, status, condition or update which Buyer or an Operator transmits through the Licensed Software to a Designated Person during an EASE Encounter.
  • EASE Encounter” means a medical procedure, status update, condition update or any other update during which the Buyer utilizes the Licensed Software to send EASE Communications to a Designated Person or other third party.
  • Effective Date” means the date of delivery of the fully executed Order Form from EASE to Buyer.
  • Error” means a failure of the Licensed Software to conform in any material respect to the Product Specifications. Provided, however, any nonconformity resulting from Buyer’s failure to use the Licensed Software in accordance with or as intended by the Licensed Documentation, combining or merging the Licensed Software with software not approved by Licensor for use with the Licensed Software as clearly set forth in the Licensed Documentation, or modification of the Licensed Software which has not been performed by Licensor (other than a change or modification properly made by Buyer pursuant to instructions contained in the Source Code for the Licensed Software) shall not be considered an Error.
  • Error Correction” or “Patch” means a modification of the Licensed Software by Licensor which corrects Errors discovered in the Licensed Software and enables the Licensed Software to conform to the Product Specifications, including, without limitation bug fixes.
  • Initial Licensing Period” means the period of time specified in Paragraph 16 of the Agreement, during which Licensor shall license the Product to Buyer, subject to the Order Form, the Agreement and the Additional Terms.
  • Intellectual Property Rights” or “Industrial Property Rights” means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Licensed Product.
  • Installation and Training Fees” means all fees, described in Paragraph 22 of the Order Form, payable by Buyer in exchange for installation and training on the Product, more fully described in the Agreement.
  • Licensed Documentation” means all written materials, binders, training disks, technical materials, and other materials supplied by Licensor and related to the Software including any on-line tutorials or videos, other than the Software.
  • Licensed Product” or “Product” means collectively the Software and Licensed Documentation.
  • Licensed Software” or “Software” means the mobile application software and web-based application software identified in Schedule Aattached hereto and made a part of this Agreement, all Error Corrections, Enhancements, and Releases thereof supplied or made available by Licensor during the term of this Agreement, all modifications, derivative works, and all copies of the foregoing. In this Agreement, Licensed Software shall refer to the software in Object Code only.
  • Object Code” means machine readable computer (including, without limitation, mobile electronic device) programs.
  • Online Notices” means any notices involving, or relating to, the Licensed Software published online ateaseapplications.com.
  • Online Descriptions” means any description of EASE’s software, hardware, or any other product or service of EASE, published online ateaseapplications.com.
  • Original” means the edition of the Licensed Product delivered by Licensor to Buyer pursuant to this Agreement.
  • Order Form ” means the version of the EASE Application Software License Purchase Form completed by Buyer and returned to EASE, complete with all selections made by Buyer thereon. The Order Form includes all applicable exhibits thereto.
  • Patient” means a medical patient undergoing a medical procedure or stay at a facility operated by Buyer who has signed a written consent or for whom a parent, legal representative, authorized healthcare surrogate, attorney-in-fact, guardian or other legal caretaker has signed a written consent on his or her behalf, authorizing Buyer to utilize the Software to send EASE Communications during the Patient’s medical procedure and pertaining to such Patient’s medical procedure to one or more Designated Persons.
  • Product Specifications” means the performance functions of the Licensed Software, including, system specifications and hardware requirements, all as specifically set forth in the Licensed Documentation.
  • Renewal Period” means a successive period of time, specified in Paragraph 16 of the Agreement, during which Licensor shall license the Product to Buyer, subject to the Order Form, the Agreement and the Additional Terms.
  • Source Code” means the plain text readable computer programming code, associated procedural code, and supporting documentation for the Original Licensed Software and any Releases, Error Corrections, or Enhancements pertaining thereto.
  • Terms Index” means this glossary of terms and definitions pertaining and relating to the Order Form and Additional Terms.
  • Enhancements” means a modification of the Software by Licensor which provides (a) a capability not defined in the Product Specifications or (b) an improvement in the efficiency of the Software. Licensor may designate an Enhancement as a “Module” or “Update” depending on (a) Licensor’s reasonable assessment of the Enhancement’s value and (b) whether the Enhancement adds a functional extension to the preexisting Licensed Software. An Enhancement may entail a modification to the Product Specifications, Object Code or Source Code.

CUSTOMER SUPPORT MODEL 

EASE Phone Support line

Main (407)-308-4399 Extension 2

Toll Free – (866) 676-4096 Extension 2

e-Mail – support@easeapplications.com

Customer Support Hours

7:00 AM Eastern to 7:00 PM Eastern  Monday – Friday

After hours support for voice mail and email monitored for emergencies  – support@easeapplications.com 

Additional after hours support available with a professional services agreement

 

Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five-minute period in the calendar month.

Service Credits – A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to Licensee for Service Fees as further described. Service Credits are calculated as a percentage of the Service Fees paid by Licensee for the applicable calendar month (Service Fee for that year divided by twelve (12)) of the yearly billing cycle in which the Error occurred in accordance with the schedule below.

For all requests not otherwise specified below:

Service Component
Response Time Service Target Level Service Level Credit
Priority 1 Respond within 60 minutes to phone calls during Working Hours and before 9:00 am EST next business day outside of Working Hours 98% of time.

 

One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each 30 minutes, or portion thereof, that response is past due, up to a maximum of the total Subscription Fee for that month.
Priority 2 Respond within 60 minutes to phone calls during Working Hours and before 12:00 pm PT next business day outside of Working Hours  98% of the time. One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each one hour, or portion thereof, that response is past due, up to a maximum of the total Subscription Fee for that month.

 

Service Component
Resolution Time Service Target Level Service Level Credit
Priority 1 Resolve or provide an acceptable workaround within 8 business hours.

 

One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each eight business hours, or portion thereof, that resolution (or acceptable workaround) is past due, up to a maximum of the total Subscription Fee for that month.
Priority 2 Resolve or provide an acceptable workaround within 1 day. One-thirtieth (1/30) of the Application Services monthly Subscription Fee for each day, or portion thereof, that resolution (or acceptable workaround) is past due, up to a maximum of the total Subscription Fee for that month.

 

Service Component
Availability Service Target Level Service Level Credit
The Application Services will be available to the Customer a minimum of ninety-nine and ninety-nine one hundredth percent (99.99%) of the time within any thirty (30) day period, excluding planned outages for upgrades, hotfixes, etc. 98-99.99%
One-thirtieth (1/30) of the Application Services monthly Subscription Fee.95-97.99%
Five-thirtieths (1/30) of the Application Services monthly Subscription Fee.

 

Service Component
System Response Time Service Target Level Service Level Credit
99.99% of all messages will send within 5 seconds, and no single sent message may exceed 10 seconds. 98-99.99% OR Each one message sent exceeding 5 seconds:

One-thirtieth (1/30) of the Application Services monthly Subscription Fee.

95-97.99%

Five-thirtieths (5/30) of the Application Services monthly Subscription Fee.

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