SHIFOX or SHIFOX Network is a web-based, HIPAA-compliant
technology that enables health care providers, healthcare practices, healthcare
facilities, and healthcare staff to coordinate the continuity of care of their
This User agreement describes the responsibilities SHIFOX
has to you and you have to SHIFOX.
SHIFOX User Agreement
THIS IS A LEGALLY BINDING AGREEMENT between SHIFOX, a New
York Limited Liability Corporation ("the Company") and you,
("User"). By agreeing to these terms (clicking "OK"), or
through the continued use of the system, you signify that you agree to the
SHIFOX hereby grants to User a perpetual, non-exclusive, non
transferable, revocable limited license to use the Software only for User’s
internal business purpose and subject to the terms and restrictions set forth
in this Agreement. SHIFOX authorize you to access the System and to use the
Services the system offers for the Lawful exchange of information that is
protected as personal health information as well as other sensitive information
and data. You agree that you will not
access the System or use the Services for any other purposes. In particular:
a. You will not reproduce, publish, or distribute content in
connection with the System that infringes any third party's trademark,
copyright, patent, trade secret, publicity, privacy, or other personal or
b. You will comply with all applicable laws, including laws relating
to maintenance of privacy, security, and confidentiality of patient and other
health information and the prohibition on the use of telecommunications
facilities to transmit illegal, obscene, threatening, libelous, harassing, or
offensive messages, or otherwise unlawful material;
c. You will not: (i) abuse or misuse the System or the Services,
including gaining or attempting to gain unauthorized access to the System, or
altering or destroying information in the System except in accordance with
accepted practices; (ii) using the System or Services in a manner that
interferes with other Users' use of the System; or (iii) using the System or
the Services in any manner that violates SHIFOX Policies and Procedures.
You will adhere to all Safeguards necessary to protect
the data hosted on the SHIFOX system.
You will comply with all related HITECH and HIPAA requirements as
defined by law. You will implement and
maintain appropriate administrative, physical and technical safeguards to
protect information within the System from access, use or alteration from the
System or using a User ID assigned to you or a member of your staff utilizing
the SHIFOX system as well. Such
safeguards shall comply with federal, state, and local requirements, including
the Privacy Rule, whether or not you are otherwise subject to HIPAA.
Use of Patient Information is subject to the SHIFOX Business
Associate Agreement and your authorization of Affiliates within the use of this
systems feature. You authorize SHIFOX,
as your business associate, to use and disclose Patient Information as
necessary for the purpose of facilitating the features of this system, such
secure messaging and referrals form you (or your Designee) to another Healthcare
Provider (or their Designee), subject to the this agreement to comply with the SHIFOX
Policies and Procedures, and with applicable laws and regulations relating to
the use and disclosure of Health Information.
By agreeing to this Agreement you are required to immediately
notify us of any breach or suspected breach of the security of the System of
which you become aware, or any unauthorized use or disclosure of information
within or obtained from the System, and you will take such action to mitigate
the breach or suspected breach as SHIFOX may direct, and will cooperate with SHIFOX
in investigating and mitigating the breach.
SHIFOX may suspend access to the System immediately
pending Users cure of any breach of this Agreement, or in the event SHIFOX
determines that access to or use of the System by User may jeopardize the
System or the confidentiality, privacy, security, integrity or availability of
information within the System, or that any person is or may be making
unauthorized use of the System with any User ID assigned to User. The election
of SHIFOX to suspend the Services shall not waive or affect the rights of
SHIFOX to terminate this Agreement as permitted under this Agreement.
All applicable rights to patents, copyrights, trademarks
and trade secrets in the Software, Third Party Software, are and shall remain
with SHIFOX, or the respective third party.
User agrees to secure and protect, and to have its Authorized Users
secure and protect, the Software and Third Party Software in a manner
consistent with the maintenance of SHIFOX and/or the third party’s rights
therein in furtherance of its obligations hereunder.
You agree that any information, material or work product
you provide to this site, other than Patient Information and Personal
Information, is the exclusive property of the SHIFOX and by submitting such
content or material you assign to the Company all intellectual property rights
in such content or material. You agree that SHIFOX may use, disclose, market,
license and sell such information and works, including derivative products,
without restriction. Furthermore, you agree that the Company may use, disclose,
market, license and sell such material or content, and that you have no
interest in the information, or in the proceeds of any sale, license, or other
commercialization thereof. You warrant and agree that any material you provide
will not infringe on the intellectual property or other rights of others, and
will not be otherwise unlawful, infringing, threatening, libelous, defamatory,
obscene, pornographic, or in violation of any law.
User shall not modify, copy, duplicate, reproduce,
license or sublicense the Software, or sell or resell the Software or any right
in the Software to anyone else without the prior written consent of SHIFOX. Modification, reverse engineering, reverse
compiling, or disassembly of the Software is expressly prohibited. User shall
not sell, license, transfer, publish, disclose, display or otherwise make available
the Software or Third Party Software to others.
You agree that your use of the System is subject to
verification by us of your identity and credentials within the requirements set
forth in the HITECH Act, HIPAA, Meaningful Use stages 1, 2, and 3 and that you
are in good standing with all the necessary and appropriate federal, state, and
local rules and regulations. You agree
that SHIFOX may use and disclose your Personal Information for such purposes,
including (without limitation) making inquiry of third parties concerning your
identity and professional and practice credentials. You authorize such third
parties to disclose to us such information as SHIFOX may request for such
purposes, and you agree to hold them and us harmless from any claim or liability
arising from the request for or disclosure of such information. You agree that SHIFOX
may terminate your access to or use of the System at any time if SHIFOX is
unable at any time to determine or verify your qualifications or credentials.
No Third-Party Access. Except as required by law, you
will not permit any third party (other than your Authorized Designees) to have
access to the System or to use the Services without the prior written consent
of SHIFOX. You will promptly notify us
of any order or demand for compulsory disclosure of health information if the
disclosure requires access to or use of the System. You will cooperate fully
with us in connection with any such demand.
4. Responsibilities of User.
SHIFOX authorize you to use the User IDs assigned to you
by SHIFOX. You acquire no ownership rights in any User ID and User IDs may be
revoked or changed at any time at the sole discretion of SHIFOX. User will
adopt and maintain reasonable and appropriate security precautions for User IDs
to prevent their disclosure to or use by unauthorized persons.
You are solely responsible for
ensuring that your use of the System and the Services complies with applicable
law and policies or procedures dictated by your employer or institution
(hospitals, clinics, or facilities) and contracts (third party payers,
partners, and affiliates). You will not undertake or permit any unlawful use of
the System, or take any action that would render the operation or use of the
System by us or any other User unlawful. We offer no assurance that your use of
the System and the Services under the terms of this Agreement will not violate
any law or regulation applicable to you.
You may utilize the Affiliate feature of the system to
permit your Staff to share your data on your behalf, subject to the terms of
this Agreement. You will:
a. Verify each of your Affiliates;
b. Ensure that only you and your Affiliates
access the System for Your data;
c. Immediately utilize the termination of
Affiliate Feature to end your authorization for any member of your previously
authorized staff upon termination of employment.
d. Immediately utilize the termination of
Affiliate Feature to terminate Affiliate for any member of your previously
authorized s upon discovery of any violation of this Agreement.
5. Payment for License and Professional
In consideration for the grant of the license and the use
of the Software, Licensee agrees to pay SHIFOX only if the User elects to use
the SHIFOX Premium services as they are offered to Users. Premium Fees shall be paid within two (2) days
of the start of each billing cycle and will be automatically charged to the
credit card you provide if and when you choose to participate in the Premium
Product. Utilization of Premium Product features can be discontinued without
notice in the event payment is not received within ten (10) business days. Taxes:
All charges and fees shall be exclusive of all federal, state,
municipal, or other government excise, sales, use, occupational, or like taxes
now in force or enacted in the future, and you agree to pay any tax (excluding
taxes on SHIFOX net income) that SHIFOX may be required to collect or pay now
or at any time in the future and that are imposed upon the sale or delivery of
items and services purchased under this Agreement. In the event any overdue amount owed by
Licensee is not paid following thirty (30) days written notice from SHIFOX,
then in addition to any other amount due SHIFOX may impose and User/Licensee
shall pay a late payment charge at the rate of one percent (1%) per month on
any overdue amount.
6. Support Services.
SHIFOX shall provide Support Services, including
technical support, Software upgrades, and maintenance releases to User. It is Users responsibility to meet all
Minimum System Requirements as well as all Hardware, other equipment, and software necessary to access the System
as well as the security of your data from that hardware. It is the responsibility of User to have
appropriate virus protection on their systems.
SHIFOX hereby represents and warrants to User that SHIFOX
is the owner of the Software or otherwise and SHIFOX has the right to grant to User
the rights set forth in this Agreement.
User acknowledges and agrees that the structure, sequence
and organization of the Software are the valuable trade secrets of SHIFOX. User agrees to hold such trade secrets in
confidence. User further acknowledges
and agrees that ownership of, and title to, the Software and all subsequent
copies thereof regardless of the form or media are held by SHIFOX.
9. Term and Termination.
Term: The term of
this Agreement shall be for a period of One (1) year and shall be automatically
renewable for three (3) successive one (1) year terms unless either party shall
notify the other in writing at least 60 days prior to the conclusion of the
initial term of any successive term of this Agreement.
Modification. SHIFOX may change the Services and the
terms under which they are provided to User (including terms set forth in this
Agreement) by providing you not less than thirty (30) days' notice of a change
affecting financial terms, or fifteen (15) days' notice of any other change.
Upon receipt of such a notice, you may terminate this Agreement by giving
written notice to us on or before the effective date of the change. You agree
that your failure to give notice of termination prior to the effective date of
the change constitutes acceptance of the change, which shall thereupon become
part of this Agreement.
Termination: Either party may terminate this contractual
agreement (termination must be submitted in writing) on not less than 60 days'
notice. Within the life of the notice period, will perform in accordance with
this contract. User is required to make payments for all services provided by
SHIFOX during the notice period and any other outstanding payments that are
SHIFOX nor it suppliers make any specific promises about
the services. We do not make any commitment
about the specific function of the services, or their reliability,
availability, or ability to meet your needs.
We provide this system and all services “As Is”. In no event shall SHIFOX be liable to User or
any other party for any incidental, special or consequential damages, loss of
data or data being rendered inaccurate, loss of profits or revenue, or
interruption of business in any way arising out of or related to the use or
inability to use the software and/or documentation, regardless of the form of
action, whether in contract, tort, strict product liability or otherwise, even
if any representative of SHIFOX has been advised of the possibility of such
damages as permitted by law.
You will be solely responsible for the use of the System
by you and your Designees, and shall indemnify us and hold us harmless from any
claim, cost or liability arising from such use, including reasonable attorneys'
SHIFOX relies on the assurances of the recipients of the
information as to (i) their identity and credentials, (ii) the purposes for
which they are accessing the System, and (iii) the nature and extent of the
information to which they will have access. You acknowledge that, while the
System will contain certain technical safeguards against misuse of the System,
it will rely to a substantial extent on the representations and undertakings of
Users. User agrees that SHIFOX will not be responsible for any unlawful access
to or use of Patient Information by any User resulting from the User's
misrepresentation to us, or breach of the User's agreement.
If you are using SHIFOX on behalf of a business, that
business accepts these terms. It will hold harmless and indemnify SHIFOX and
its affiliates, officers, agents, and employees from any claim, suit or action
arising from or related to the use of the Services or violation of these terms,
including any liability or expense arising from claims, losses, damages, suits,
judgments, litigation costs and attorneys’ fees.
Any notice required by this Agreement or given in
connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services. To the address provided
below or to such other and different addresses as the Parties may designate in
writing. If to SHIFOX: PriMedx Solutions, LLC, 1800 Northern
Boulevard, Roslyn, NY 11576.
This Agreement shall be construed and enforced in
accordance with the laws of the state of New York, USA.
Neither this Agreement nor any interest in this Agreement
may be assigned by either the User or SHIFOX without the prior express written
approval of SHIFOX.
14. Force Majeure
No party is liable for failure to perform the party's
obligations if such failure is as a result of Acts of God (including fire,
flood, earthquake, storm, hurricane or other natural disaster), war, invasion,
act of foreign enemies, hostilities (regardless of whether war is declared),
civil war, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction,
blockage, embargo, labor dispute, strike, lockout or interruption or failure of
electricity or telephone service. No party is entitled to terminate this
Agreement under Clause 9 (Termination) in such circumstances.
and Final Agreement.
This Agreement sets
forth the entire understanding and agreement between SHIFOX and User, and
terminates and supersedes all prior understandings or agreements, whether
written or oral, with respect to the Software.
This Agreement may be modified only by a further writing that is duly
executed by all parties to this Agreement.
In the event any provision of this Agreement is found to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of any of the remaining provisions shall not in any way be affected or impaired
and a valid, legal and enforceable provision of similar intent and economic
impact shall be substituted therefore.
No term of this Agreement shall be deemed waived and no
breach excused, unless such waiver or consent shall be in writing and signed by
the Party claimed to have waived or consented. Any consent by any Party to, or
waiver of a breach by the other, whether expressed or implied, shall not
constitute consent to, waiver of, or excuse for any other different or
Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.
For information about how to contact SHIFOX, please visit
our contact page.