Komizo Diagnostics

Subscription Agreement

TERMS AND CONDITIONS   1.Software Subscription   1.1 Komizo Diagnostics, LLC (“Company”)grants to Customer,and Customer accepts from Company, a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business use. The Services shall not be used by Customer for, or on behalf of, third parties that are not authorized under this Agreement. Customer acknowledges that its right to use the Services will be only subscription based, pursuant to the terms of this Agreement,and the Software will not be installed on any servers or other computer equipment owned or controlled by Customer.   2.SERVICES AND SUPPORT   2.1 Subject to the terms and conditions of this Agreement, Company will provide Customer with access to the Services through Company’s website komizodiagnostics.com,vancediagnostics.com or pain.software. The Services are subject to modification from time to time, at Company’s sole discretion, for any purpose deemed appropriate by Company. Company will use reasonable efforts to give Customer prior written notice of any such modification.   2.2 Company will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week.All service requests will be responded to within twenty-four (24) hours of receipt of the request.Notwithstanding the foregoing, Company reserves the right to suspend Customer’s access to the Services for: (i) scheduled system back-up or other ongoing maintenance as required and scheduled in advance by Company, or (ii) any unforeseen cause beyond Company’s reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement, or (iii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Company.Companywill monitor performance indicators on the systems and network infrastructure (its own and that of third-party suppliers) in order to gauge the overall performance of its hosting services and will take reasonable steps to address systems and network infrastructure as required to maintain a goal of 99% uptime for the Software and Services. Companyfurther reserves the right to monitor and reasonably restrict Customer’s ability to use the Services if Customer is using excessive computing resources,thus negatively impacting the performance of the Services for other subscribers. Companyagrees to notify Customer in cases in which it restricts such use and use good faith efforts to determine an appropriate alternative or work-around solution.   2.3 Subject to the terms hereof, Companywill provide reasonable support to Customer for the Services from Monday through Friday during Company’snormal business hours.  

3. RESTRICTIONS AND RESPONSIBILITIES

  3.1 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy, intellectual property, consumer and child protection, obscenity, or defamation laws).   3.2 Customer will cooperate with Companyin connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Companymay reasonably request. Customer will also cooperate with Companyin establishing a password or other procedures for verifying that only Customerhas, or in the case of an institutional subscription, only Customer’s designated employeeshave, access to any administrative functions of the Services.   3.3 Customer shall personallybe responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Company.   3.4 Customerand its officers, directors, members, manager, representatives, employees, heirs, successors, and assignshereby agrees to indemnify and hold harmless Companyand its officers, managers, members, representatives, successors, and assigns against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Companyhas no obligation to monitor the content provided by Customer or Customer’s use of the Services, Companymay do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.   3.5 Customer will be responsible for maintaining the security of Customer’saccount, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer account with or without Customer’s knowledge or consent.   3.6 Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Companyis not responsible for the operation of any Third Party Services or for the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Companydoes not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third party provider and is governed by such third-party’s terms and conditions.  

4. INTELLECTUAL PROPERTY RIGHTS

  4.1 Customer acknowledges that all right, title, and interest in and to the Services,the Software (together with its codes, sequences, derivative works, organization, structure, and interfaces), any documentation, data, trade names, trademarks, or other related materials (collectively, the “CompanyIP”), is, and at all times shall remain, the sole and exclusive property of Company. The CompanyIP contains trade secrets and proprietary information owned by Companyand is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Services or the Software.   4.2 Customer shall not attempt, or directly or indirectly allow any third party to attempt, to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit, or distribute all or any portion of the Services and/or Software in any form or media or by any means.   4.3The provisions of this Section4shall survive termination of this Agreement.  

5. CONFIDENTIALITY

  In  addition  to,  and  in  no  way  limiting  the  requirements relating to, the CompanyIP as set forth in Section 4 of this Agreement, Customer shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, Company’s financial, professional, and/or other business affairs, and this Agreement (the "Confidential Information"). Customer shall not disclose or publicize the Confidential Information without Company’s prior written consent. Customer shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for its own benefit or for the benefit of any other person, third-party, firm, or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and nondisclosure contained herein shall continue in full force and effect for as long as any Confidential Information disclosed hereunder continues to constitute Confidential Information. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer; (ii) already known to the Customer prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.  

6. PAYMENT OF FEES

  6.1 Customer will pay Companythe applicable fees as set forth on the Order Form (the “Fees”). All payments will be made in United States dollars in accordance with the Payment Schedule and the Method of Paymentas set forth on the Order Form.   6.2 Customer shall provide valid ACH payment system information for automatic bill paying, or other acceptable method of payment, to Companyand shall take all necessary steps to authorize automatic payment of the Fees.  By agreeing to this Agreement, Customer hereby authorizes Companyto automatically charge such method of payment for all Fees during the Service Term.  If, for any reason, automatic payment shall be denied, then Customer shall pay the applicable Fees, together with a $50.00 processing fee, to Companywithin five (5) days of notice from Company.  

7. CONTRACT PERIOD

  7.1 IfCustomer has selected the Monthly Service Term option in the Order Form, the initial term of this Agreement shall be one (1) month (the “Initial Term”) beginning on the Effective Date. Following the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) month (each, a “Renewal Term,” and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.   7.2IfCustomer has selected the Annual Service Term option in the Order Form,the initial term of this Agreement shall be one (1) year (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.  

8. TERMINATION

  8.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form.   8.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving ten (10) days’ prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such ten-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other party’s making of an assignment for the benefit of creditors, or (iii) upon the other party’s death, dissolution, or ceasing to do business.   8.3 Customer shall be in default of this Agreement if Customer fails to make any payment when due.   8.4All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.     9.CUSTOMER DEFAULT   In the event Customer breaches or attempts to breach any of the provisions of this Agreement, Company shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach, Customer hereby acknowledging the inadequacy of any remedy at law.   10.Limited Warranty   Companywarrants that it has the power and authority to grant the subscription for the Services granted to Customer here under. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND CompanyDISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

11. Limitation of Remedy and Liability

  Customer’s sole and exclusive remedy shall be repair or reinstatement of the Services. However, if Companyis unable to repair and reinstate the Services after notice from Customer and a reasonable opportunity to do so, Customer may elect to receive a refund for the ratable portion of the Fees. THIS REFUND APPLIES ONLY TO THE FEES FOR THE SERVICES AND DOES NOT INCLUDE OR APPLY TO A REFUND FOR OTHER SERVICES OR ANY OTHER FEES, EXPENSES, OR AMOUNTS OTHERWISE PAID OR INCURRED IN CONNECTION WITH THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CompanyBE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY. DAMAGES  WHATSOEVER  (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF CompanyHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   In any event, under no circumstances shall Companybe liable for any loss, costs, expenses, or damages to Customer in an amount exceeding the Fees actually paid to Companyby Customer for the previous twelve (12) months.  

12. U.S. GOVERNMENT MATTERS

  Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing,Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the United States Department of Treasury’s List of Specially Designated Nationals or the United States Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Services is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the United States Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Company are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the United States Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.   13.Notice and Demands   Notice, demand, or other communication that this Agreement requires that either party give to the other shall be sufficiently given or delivered if it is sent by email, registered or certified mail, postage prepaid, return receipt requested, or delivered personally.  Unless Companyis otherwise notified in writing, Customer’s address for notice purposes shall be Customer’s email address provided as part of Customer’s billing information.   14.Governing Law; Forum Selection   This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri, excluding its conflict of laws provisions, and the intellectual property, export, and trade laws of the United States of America.Any dispute under or in connection with this Agreement or any of the transaction contemplated herein shall be subject to, and the parties hereby submit to, the exclusive jurisdiction of and personal jurisdiction within the state and federal courts within Greene County, Missouri.  

15. WAIVER OF CLASS ACTIONS.

  Customer may only resolve disputes with Companyon an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.  

16. Compliance with Laws

  Customer shall use the Services in accordance with any and all applicable local, state, and federal laws.  

17. Headings

  The paragraph headings in this Agreement are for convenience only, and they form no part of the Agreement and shall not affect the interpretation thereof.  

18. Severability

  If any term or provision of this Agreement or the performance thereof shall to any extent be deemed invalid or unenforceable, such validity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement,and this Agreement shall be valid and enforceable to the fullest extent permitted by law.  

19. No Waiver

  The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall not constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.  

20. Assignment

  Customer shall not assign or transfer this Agreement without the prior written consent of Company.   21.COSTS AND Attorneys’Fees   Ifcourt proceedingsare required to enforce any provision or to remedy any breach of this Agreement, the prevailing party on such claim will be entitled to an award of reasonable expenses from the non-prevailing party (including, without limitation, reasonable attorneys’ fees, litigation costs, court costs, experts’ fees,and amounts paid in investigation, defense, or settlement of any claims, whether such expenses are incurred at the trial, appellate, or administrative levels, or upon any other petition for review).  

22. Force Majeure

  No delay, failure, or default, other than a failure to pay Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the reasonable control of the party required to perform.  

23. Waiver of Jury Trial

  CUSTOMER AND Company HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN THE EVENT OF ANY DISPUTE THAT ARISES UNDER THIS AGREEMENT.  

24. Entire Agreement

  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and neitherparty shall be liable or bound to the other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.  

25. Amendment or Waiver

  Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated except by a written instrument signed by the Customer and Company.  

26. Successors and Assigns

  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the heirs, personal representatives, devisees, legatees, successors, and assigns of the parties hereto.  

27. Publicity

  Company may identify Customer as a client and use Customer’s name and/or logo(s) in connection with publicized client lists, advertising, and other promotional and marketing materials, including placing references to Customer on Company's websites and social media, provided that Company complies with any reasonable written trademark usage guidelines furnished by Customer, and provided further that Company shall not thereby violate the provisions of the Health Insurance Portability and Accountability Act of 1996 and its regulations ("HIPAA").

Website Terms and Conditions of Use

TERMS AND CONDITIONS OF USE This website (the “Site”) and all materials, information, documents, animations, software, files, text, graphics, designs, images, photographs, videos, audio clips, illustrations, names, logos, trademarks, service marks,communications and products on the Site (collectively “Materials”) are provided to you by Komizo Diagnostics, LLC(“Company”).  By using this Site, and by downloading, installing, or using any Materials, you agree to comply with and be bound by the following Terms and Conditions of Use that govern your use of the Site and your relationship with Company.  If you do not agree to these Terms and Conditions of Use, do not access this Site.  Your use of this Site indicates that you accept these Terms and Conditions of Use.  The term “us” or “we” or “our” in these Terms and Conditions of Use refers to Company.  The term “you” refers to the user or viewer of this Site. INTELLECTUAL PROPERTY This Site and the Materials displayed on or contained within this Site are the property of Company or its licensors and are protected by copyright, trademark and other intellectual property rights, laws and treaties.  You are strictly prohibited from copying, distributing, using, or publishing any portion of this Site or the Materials except as authorized in these Terms and Conditions of Use. RESTRICTIONS ON USE You agree not to remove, alter or change any copyright notice or other proprietary notice contained in the Site and Materials.  You agree not to remove, decompile, disassemble or reverse engineer any Site software, or disassemble, decompile, reverse engineer, modify or otherwise reduce the computer file in which the Materials are stored to a human-readable form.  You agree not to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any encryption, rights signaling or copy protection technology in which the Materials are contained, or attempt to do so.  You further agree not to use the Site and Materials in any manner that violates applicable state, federal or international law, or the intellectual property or other rights of Company or any third parties.  Unauthorized use of the Site or Materials may subject you to civil liability, damages claims and/or criminal penalties. THIRD-PARTY PRODUCTS, SERVICES AND WEBSITES This Site may mention third-party products and services, or contain links to third-party websites.  Company makes no recommendations or endorsements about such products, services and websites.  Any content contained on such third-party websites is solely the content of the website owner, and Company does not endorse such content or assume any liability for such content. DISCLAIMER THIS SITE AND THE MATERIALS ARE PROVIDED “AS-IS” AND ON AN “AS-AVAILABLE” BASIS.  COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, AND ACCURACY, COMPLETENESS AND CURRENCY OF INFORMATION. WE MAKE NO WARRANTIES THAT THE SITE AND/OR MATERIALS WILL BE FREE OF BUGS, ERRORS AND PROBLEMS, OR THAT WE WILL CORRECT ANY DEFECTS.  NO ORAL OR WRITTEN ADVICE OR INFORMATION OBTAINED BY YOU FROM US SHALL CREATE A WARRANTY OR REPRESENTATION.  WE SHALL HAVE NO LIABILITY IN CONNECTION WITH YOUR USE OF THIS SITE OR ANY MATERIALS, INCLUDING WITHOUT LIMITATION LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. INDEMNIFICATION You agree to indemnify and hold harmless Company, its members, officers, directors, employees, agents, licensees, representatives, successors, assigns and affiliates from and against all claims, loss, liability, injury, damage, costs and expenses (including attorney fees) arising out of or in connection with (a) your breach of these Terms and Conditions of Use and (b) your use of the Site and Materials. REGISTRATION You must register with the Site and create an account in order to purchase Services from us or use certain areas of the Site.  You must agree to these Terms and Conditions of Use and Subscription Agreement in order to register and create an account, and your registration constitutes your acceptance of these Terms and Conditions of Use.  You agree that any registration information that you provide to us will be accurate, current, and complete information about yourself, and you agree to maintain and update such information in order to keep it current at all times.  An account may be used by, and access to the Site shall be granted through the account to, only the registered user and no account may be used by multiple users.  You are solely responsible for the management of your account and your password, and you are responsible for any fees or charges for our Services that are incurred through or in connection with your account.  We shall not be responsible for questioning, challenging, or informing you of any use of your account or password and shall not be liable for any unauthorized use of your account or password. Services If you request our Services electronically through our Site, your right to Services is conditioned upon your payment of the applicable fee plus any ancillary charges and applicable taxes (collectively the “Fee”) and agreement with the terms and conditions of the Subscription Agreement.  In order for us to provide the Services, you must provide us with your credit card or check card information (“Card”) for payment of the Fee.  By submitting the Fee for the Services, you authorize us or our agent to charge your Card the applicable Fee.  You are solely responsible for any Fees charged to your Card, as well as any overdraft fees, insufficient funds fees, and credit limit fees that you may incur from a financial institution. PRIVACY POLICIES Our Privacy Policy and Patient Privacy Policy are a part of these Terms and Conditions of Use and are incorporated herein by this reference.  You may access the Privacy Policy and Patient Privacy Policy by clicking these links.  [IMBED LINKS] AMENDMENTS AND MODIFICATIONS Only Company may amend or modify these Terms and Conditions of Use.  We may amend or modify these Terms and Conditions of Use, the Privacy Policy, and/or the Patient Privacy Policy at any time in our sole discretion, with or without notice to you.  Such amendments and modifications shall be effective upon posting on the Site.  You are responsible for periodically reviewing these Terms and Conditions of Use, the Privacy Policy and the Patient Privacy Policy, and your continued use of the Site following the effective date of any amendment or modification shall indicate your acceptance of the amended and/or modified Terms and Conditions of Use, Privacy Policy, and Patient Privacy Policy. GENERAL These Terms and Conditions of Use shall be effective until terminated by Company.  Company reserves the right to terminate these Terms and Conditions of Use and/or your right to use this Site at any item in our sole discretion.  These Terms and Conditions of Use shall survive the termination thereof or of your right to use the Site, for any reason. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the state of Missouri, without regard to its conflict of law provisions, and the United States of America.  Any dispute under or in connection with these Terms and Conditions of Use or your use of the Site shall be subject to, and you hereby submit to, the exclusive jurisdiction of and the personal jurisdiction within the state and federal courts within Greene County, Missouri. In the event Company is required to bring any action at law or in equity against you to enforce any of the terms hereof and prevails, you agree to pay to Company all costs, fees and expenses, including reasonable attorney fees, incurred by Company in connection with such action. These Terms and Conditions of Use constitute the entire agreement between you and Company with regard to the matters set forth herein, and supersede all prior representations and agreements, oral or written. The subject headings of the paragraphs and subparagraphs of these Terms and Conditions of Use are included for the purpose of convenience only and shall not affect the construction or interpretation of any of its provisions.  If any provision of these Terms and Conditions of Use is adjudged by any court of law to be void or unenforceable, in whole or in part, such adjudication shall not be deemed to affect the validity of the remainder of the Terms and Conditions of Use, including any other provision, paragraph, or subparagraph.  Each provision, paragraph, and subparagraph of these Terms and Conditions of Use is separable from every other provision, paragraph, and subparagraph and constitutes a separate and distinct covenant. The failure in one or more instances of Company to insist upon performance of any of the terms, conditions and covenants set forth in these Terms and Conditions of Use, or the failure of Company to exercise any right or privilege conferred herein, shall not be construed thereafter as waiving its right to insist upon the performance of such terms, conditions and covenants or the right to exercise such rights and privileges, which rights shall continue and remain in full force and effect as if no forbearance had occurred. You may not assign your rights or obligations under these Terms and Conditions of Use without the prior written consent of Company.  Any attempted assignment or transfer without such prior written consent from Company shall be null and void. These Terms and Conditions of Use shall be binding on, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.   Last modified September 2019.

PRIVACY POLICY

  This Privacy Policy describes how Komizo Diagnostics, LLC (“Komizo,” “us,” “we,” or “our”), uses and protects personal information that you give us or that we collect when you use this website (the “Site”).   By using the Site or submitting your personal information to us, you accept the terms of this Privacy Policy and consent to our use of your personal information as provided in it.   We are committed to ensuring that your privacy is protected.  If you provide personally identifiable information to us, such as upon registration with the Site, we will use that information only in accordance with this Privacy Policy.   We may amend or modify this Privacy Policy at any time in our sole discretion, with or without notice to you.  Such amendments and modifications shall be effective upon posting on the Site.  You are responsible for periodically reviewing this Privacy Policy, and your continued use of the Site following the effective date of any amendment or modification shall indicate your acceptance of the amended and/or modified provisions.   PERSONALLY IDENTIFIABLE INFORMATION We will use personally identifiable information about you, such as your name, contact information, e-mail address, and other demographic information that you provide us, in the administration of our business, in providing customer service, and in expanding and improving the Site and our products and services.  We may use such information to send you notices about important changes to the Site and information about your registration, our products and services, items you have purchased,and other subjectsfor which you have requested information or that we think may be of interest to you.  If we send you a promotional e-mail, we will include in the e-mail an option to unsubscribe from future promotional e-mail communications.  We may retain and use for the above-described purposes the content of any e-mail communication that you send to us or to the Site and any information that you post to the Site.   NON-PERSONALLY IDENTIFIABLE INFORMATION We may also collect information about your use of the Site using standard technology, including, for example, “cookies,” web server logs, and/or IP addresses.  Such information is not collected or stored in a personally identifiable format.  A “cookie” is a small file that a website places on your hard drive to analyze your use of that website.  We use such information to improve the Site and our products and services.  Most Internet browsers automatically accept “cookies,” but you can modify your browser settings to decline them.  Such modification may, however, prevent your ability to fully use the Site.     DISCLOSURES TO THIRD PARTIES We may have or establish relationships with third parties who assist us in our business operations, such as processing credit card payments, sending you communications on our behalf, or providing products and services on the Site.  We may provide personally identifiable information about you to these third parties in connection with such relationships, and will require them to use such information only for the purpose for which they are assisting us.  Your personal information may also be transferred to a third party in the event such party acquires or merges with Komizo.  We reserve the right to disclose your personal information to third parties as required by law or subpoena, to comply with a legal proceeding, process, or order, or to protect our legal rights or the safety of us or others when we believe that such disclosure is necessary.In addition to our direct collection of information, our third party service vendors (such as credit card companies, clearinghouses and banks) who may provide such services as credit, insurance, and escrow services. We do not control how these third parties use such information.Some of these third parties may be intermediaries that act solely as links in the distribution chain, and do not store, retain, or use the information given to them.   Aggregate or De-identified Data   We may aggregate and/or de-identify information collected by the Services or via other means so that the information is not intended to identify you. Our use and disclosure of aggregated and/or de-identified information is not subject to any restrictions under this Privacy Policy, and we may disclose it to others without limitation for any purpose, in accordance with applicable laws and regulations.   Children   We do not knowingly collect or maintain personally identifiable information from persons under 13 years of age without verifiable parental consent, and no part of the Services are directed at persons under 13. If you are under 13 years of age, then please do not use the Services. If we learn that personally identifiable information of persons less than 13 years of age has been collected without verifiable parental consent, then we will take the appropriate steps to delete this information. To make such a request, please contact us at info@komizodiagnostics.com     SECURITY In order to prevent unauthorized access to or disclosure of your personal information, we have in place reasonable physical, electronic, and managerial procedures to safeguard and secure the information that we collect.  Due to factors beyond our control, however, we cannot fully ensure that third parties will not access, receive, or intercept your personal information without authorization.  As an added measure of protection, you should not send us private information via e-mail.  Certain areas of the Site may use Secure Sockets Layer (SSL) to allow you to securely send us information.  These areas will have a URL beginning with “https” instead of “http.”   LINKS TO AND FROM OTHER WEBSITES This Site may contain links to other third-party websites, and third-party websites may link to this Site.  Such websites are not governed by this Privacy Policy.  We have no control over such websites or the use of your personal information once you access such websites, and we are therefore not responsible for protecting the privacy of your personal information once you access such websites and/or leave this Site.  You access such third-party websites at your own risk, and you should review each website’s privacy policy.   ACCESS AND CHANGES TO YOUR INFORMATION You may request further information about, or request access, changes, or deletions to your personal information, by contacting us at: info@komizodiagnostics.com   Your California Privacy Rights   California law permits users who are California residents to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their personal information (if any) for their direct marketing purposes in the prior calendar year, as well as the type of personal information disclosed to those parties. If you are a California resident and would like to request this information, please submit your request in an email to info@komizodiagnostics.com     TERMS AND CONDITIONS OF USE This Privacy Policy is a part of the Terms and Conditions of Use for this Site and Patient Privacy Policy.  By using this Site, you agree to be bound by such Terms and Conditions of Use and Patient Privacy Policy.     Last modified September2019. Patient Privacy Policy This Patient Privacy Policy describes how Komizo Diagnostics, LLC (“Komizo,” “us,” “we,” or “our”), uses and protects patient personal information that you give us or that we collect when you use this website (the “Site”).By using the Site or submitting patient personal information to us, you accept the terms of this Patient Privacy Policy.If you provide us with data about other individuals, such as (PHI)(hereinafter defined) or other personal information, please ensure that the individual or the individual’s personal representative is aware of the disclosure and that he or she consents to the disclosure as well as to our Privacy Policy, Subscription Agreement, Terms and Condition of Use and this Patient Privacy Policy.   INFORMATION YOU SUBMIT AND ACCESS You agree to (a) obtain from your patients all requisite written consents in order to utilize the capabilities of the Komizo service in compliance with applicable laws, rules and regulations, including, but not limited to HIPAA (hereinafter defined), and to carry out the purposes of the Services (as defined in Subscription Agreement), (b) use any data provided via the Services, including but limited to PHI, solely to carry out treatment, payment and health care operations described in § 164.506(c) of the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule"); and (c) use all such data in compliance with the minimum necessary standard described in § 164.502(b) of the Privacy Rule. "PHI" means all protected health information as defined in the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the regulations promulgated thereunder, that is provided or received, directly or indirectly, by you via the Services. We may use any data provided via the Services, including but not limited to PHI, in connection with the provision of the Services hereunder and as otherwise permitted by applicable laws (including without limitation, HIPAA). Under HIPAA, Komizo is classified as a "business associate," which is defined as an individual or corporate "person" that is not a member of the covered entity's workforce and performs (on behalf of the covered entity—i.e. the practice) any function or activity involving the use or disclosure of PHI. When using the Services, information will be transmitted over a medium that may be beyond the control and jurisdiction of Komizo and its suppliers and licensors. Accordingly, Komizo assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services.  

Komizo 's Privacy Procedures

Komizo is committed to maintaining and securing PHI. This means:

• Komizo does NOT sell, rent or disclose PHI to anyone or use it without patient authorization or as governed, permitted or required by law.
• Komizo 's technology was designed to safeguard PHI and conforms to HIPAA guidelines.
• Patient information is secured through password protection and is accessible within a practice only by doctors and authorized staff.
• Komizo employs leading physical and technical security measures to store and protect all health-related data.
• All patient information is transmitted through encrypted connections to its designated data centers.

  Policy Updates

• To best serve our users, we continually update our privacy policy, and we recommend that you occasionally revisit this policy page to obtain our up-to-date information. The date of the latest update is always noted at the bottom of the page.

  TERMS AND CONDITIONS OF USE This Patient Privacy Policy is a part of the Terms and Conditions of Use and Privacy Policy for this Site.  By using this Site, you agree to be bound by such Terms and Conditions of Use and Privacy Policy.     Last modified September 2019.