TERMS OF USE
NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR A SINGLE ENTITY, "YOU") AND TANGO TECHNOLOGIES, CORP. DBA GCS HEALTH ("GCS HEALTH") PERTAINING TO THE GCS MEDOFFICE ("SOFTWARE") PROVIDED WITH THIS AGREEMENT, ANY ACCOMPANYING DOCUMENTATION THAT MAY BE PROVIDED WITH SUCH SOFTWARE, AND ANY SERVICE PROVIDED THROUGH OR IN CONNECTION WITH SUCH SOFTWARE (SINGULARLY OR COLLECTIVELY, THE "SOFTWARE") YOU ARE ABOUT TO DOWNLOAD, INSTALL, COPY, ACCESS OR OTHERWISE USE.
BY USING SUCH SOFTWARE AND SERVICES, YOU ACCEPT ALL OF THIS AGREEMENT'S TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS, OR DO NOT WANT THEM BINDING ON YOU, YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR COPY THE SOFTWARE.
GCS MedOffice is a web-based application that allows you to manage your health care billing process. You can create and send claims from this system to any insurance company, access information, patient demographics, and health care medical claims information.
1. RIGHTS GRANTED. Upon GCS Health's acceptance of your order and for the duration of the term of the software provided by GCS Health, you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the software, on an on-demand, subscription basis, solely for your internal business operations and subject to the terms of this agreement. The software may not be shared with any other entity or individual not within your direct employ or agency. If you are a medical practice, you may only use the software to bill health claims from practices owned by you. If you are a billing agency, you may only use the software to bill health claims on behalf of the medical practices for whom you have been hired or retained to perform medical billing services. You may allow individuals authorized by you or on your behalf to use the software subject to the terms hereunder and you are responsible for those individuals' compliance with the agreement. Upon the end of your agreement with GCS Health, your right to access or use the software shall terminate. GCS Health expressly reserves the right to terminate your right or access to the software upon your violation of the terms of this agreement.
2. RESTRICTIONS. The software is granted to you through a subscription service whereby you access the software on-demand with permission from the host, GCS Health. This access to use the software, or license, shall not extend to any third party. Except as specifically permitted pursuant to this agreement, you shall not: (i) allow any third party to use the software for any direct or indirect fee; or (ii) copy (except as permitted by applicable law or as provided in this agreement), sell, modify, translate, transfer, reverse engineer, decompile or disassemble the software. Unauthorized copying of the Software or failure to comply with any prohibition set forth in this agreement shall result in this Agreement's automatic termination. Unauthorized copying or distribution of the Software constitutes copyright infringement and may be punishable in a federal criminal action by fines and imprisonment.
3. GENERAL WARRANTIES. GCS Health warrants that the software will perform in all material respects. If the services provided to you for any given month during the term of this agreement were not performed as warranted, you must provide written notice to GCS Health no later than five business days after the last day of that particular month.
4. WARRANTY RE: SYSTEM OPERATION. While system outages in software programs do occur, GCS Health warrants that the software and system connected to this agreement will be in working operation to the extent controllable by GCS Health. Notwithstanding a scheduled downtime every Saturday from 2:00AM to 3:00AM PST, the software will be in working operation unless impracticable or impossible. Should service be interrupted during a regular business day, or 9:00AM PST to 5:00PM PST between Mondays and Fridays of any given week, GCS Health warrants that the software will be restored within two hours of the interruption, unless impracticable or impossible. Should service be interrupted after a regular business day, or on weekends of any given week, GCS Health warrants that the software will be restored within four to six hours of the interruption, unless impracticable or impossible. Should service be interrupted due to a natural, local disaster, at any time and any day, GCS Health warrants that the software will be restored within five business days of the interruption, unless impracticable or impossible. Finally, should service be interrupted due to a natural, national disaster, GCS Health warrants that the software will be restored within sixty business days of the interruption, unless impracticable or impossible.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. DISCLAIMERS. GCS HEALTH DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR BUG-FREE, OR THAT GCS HEALTH WILL CORRECT ALL SOFTWARE ERRORS. GCS HEALTH IS NOT RESPONSIBLE FOR INNACURATE DATA OR DATA LOSS. FURTHER, GCS HEALTH IS NOT RESPONSIBLE FOR PAYMENT ISSUES WITH INSURANCE COMPANIES. YOU ACKNOWLEDGE THAT GCS HEALTH DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GCS HEALTH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6. TRIAL/DEMONSTRATION USE OF SOFTWARE. New customers may use the software for a trial or demonstration period of up to sixty days. Software used for a trial purpose may not be used for actual or production billing purposes. After the sixty-day trial/demonstration period, your account will be locked or saved for a period of ninety days. After the ninety-day period, all stored information, data, and records relating to your account will be deleted. You may convert to a paid subscription at any time. This trial/demonstration use of the software use is subject to the terms and conditions of this agreement. Software used for a trial purpose is provided "as is". GCS Health does not offer any warranties for such trial/demonstration use of the software and is not liable for any damages incurred during or as a result of trial use of the software.
7. PAID SUBSCRIPTIONS. After any available trial/demonstration use, or after waiver or expiration of such use, the software will only be available to you under a paid subscription-based service.
8. HIPAA COMPLIANCE. The Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, was enacted on August 21, 1996. HIPAA protects the privacy and security of all "individually identifiable health information" held or transmitted by a "covered entity" or its "business associate", in any form or media, whether electronic, paper, or oral. HIPAA is applicable to this agreement and your relationship with GCS Health. For more information on HIPAA, please visit the U.S Department of Health and Human Services ("HHS") web site at www.hhs.gov. You hereby acknowledge and agree to abide by the HIPAA terms and condition under the Business Associate Agreement entered into with GCS Health, which is not an attachment to this agreement.
9. LIMITATION OF LIABILITY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS GCS HEALTH AND ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, AGENTS AND AFFILIATES FROM AND AGAINST ALL CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, FINES, PENALTIES, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) SUFFERED BY YOU ARISING FROM OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, HIPAA REGULATIONS OR ANY NEGLIGENT OR WRONGFUL ACTS OR OMISSIONS IN CONNECTION WITH THIS AGREEMENT, BY GCS HEALTH OR BY ITS EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, OR AGENTS.
IN NO EVENT SHALL GCS HEALTH BE LIABLE FOR ANY COSTS, DAMAGES AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR THE CONTENT OF THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GCS HEALTH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GCS HEALTH SHALL BE LIABLE TO YOU ONLY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $100.00 (ONE HUNDRED DOLLARS). The foregoing shall not apply to the extent prohibited by applicable law.
10. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California without reference to principles of conflicts of laws. All disputes hereunder shall be resolved exclusively in the appropriate state court in the City and County of Los Angeles, California.
11. ENTIRE AGREEMENT. This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions and understandings between them. No modification of or amendment to this agreement, nor any waiver of any rights under this agreement, shall be effective unless in writing signed by GCS HEALTH. If any agreement term is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, AND HEREBY DO AGREE TO THIS AGREEMENT'S TERMS AND CONDITIONS.