Gentem, Inc. Terms of Service
1. Terms of Service
Gentem, Inc. (“Gentem,” or “us,” “we” or “our”) and you (“you,” or “user”) agree that these Terms of Service (these “Terms,” or this “Agreement”) set forth herein govern your use of gentem.com and our other websites (the “Websites”), our medical billing platform, and other online services that link to these Terms (collectively, the “Services”), unless otherwise noted on a particular website, service, or separate agreement that Gentem and our subsidiaries have with you. These Terms also are separate from any service agreement, business associate agreement or Revenue Cycle Management Agreement (collectively, “Customer Agreements”) that Gentem has with our health care provider and other customers that use our medical billing platform or other Services (“Customers”).
These Terms, along with any applicable Customer Agreements, form a binding legal agreement between you and Gentem in relation to your use of the Services.
2. Your Agreement to these Terms
BY ACCESSING OR USING ANY THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By accessing or using any Services, you also represent that you have the legal authority to accept these Terms, including on behalf of any party you represent in connection with your use of any Services, or who will be using the Services under your account. If you do not agree to these Terms, you are not authorized to use any Services.
To the extent of any conflict between a provision of these Terms and a provision of an applicable Customer Contract, the Customer Contract controls.
3. Changes to these Terms
4. Content Available through the Services
a. Provided As-Is: You acknowledge that Gentem does not make, and specifically disclaims, any representations or warranties about the material, data, and information (collectively, the “Content”) to which you may have access as part of, or through your use of, the Services. ALL CONTENT IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. Under no circumstances is Gentem liable in any way for any Content, including, but not limited to: any infringing Content, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, linked from, or otherwise accessible through or made available via the Services.
b. You agree that you are solely responsible for your reuse of Content made available through the Services, including providing proper attribution or obtaining proper consents for Your Content (defined below). You should review the terms of applicable licenses before you use the Content so that you understand the applicable restrictions.
c. As between you and Gentem, all Content (except for Your Content), including any Services, downloadable software, and all data that accompanies the Content, are solely owned by Gentem. By using the Services, you agree that you will not in any way reproduce or damage the Services (including any underlying software or code) or Content contained therein. Except as expressly authorized by these Terms, an applicable Customer Agreement, you agree not to (i) use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit the Services or Content or any portion there off or use in any publications, in public performances, or on websites for any other commercial purpose, (ii) use the Services or Content or any portion thereof in connection with products or services or for any purpose, nor (iii) use the Services or Content or any portion thereof in any manner that is likely to cause confusion among consumers, that causes harm, disparages or discredits Gentem, that dilutes the strength of Gentem’s Intellectual Property Rights, or that otherwise infringes Gentem’s Intellectual Property Rights.
d. From time to time, we may restrict access to our Content or the Services without further notice, but subject to any applicable Customer Agreement. You acknowledge that Gentem may in our sole discretion modify, remove, or cease providing the Content to you at any time in our sole discretion and without further notice to you.
e. If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. Gentem has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
5. Content Supplied by You
a. Your responsibility: You represent, warrant, and agree that no Content posted or otherwise shared by you on or through any of the Services (“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal, Intellectual Property Rights or other proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.
b. Representation: You acknowledge, represent and agree that Your Content is submitted voluntarily and is not confidential or proprietary except to the extent submitted under a Customer Agreement, and that Your Content does not establish a relationship between you and us. You hereby grant Gentem and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of Your Content, except as otherwise prohibited by applicable law, a Customer Agreement or these Terms. You waive any right to compensation of any type for Your Content. You represent and warrant that you have all the rights necessary to grant the rights in this Section 5 and that use of Your Content by Gentem does not violate any law.
c. Removal: Gentem may, but is not obligated to, review Your Content and may delete or remove Your Content, without notice, from any of the Services in its sole discretion (but subject to any applicable Customer Agreement). Removal of any of Your Content from the Services (by you or Gentem) does not impact any rights you granted in Your Content under the terms you grant herein. However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted.
d. Liability: Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6.1 Your Responsibilities to User Data. You acknowledge that you are responsible for all data that you and those acting on your behalf input into the Services (“User Data”). You understand and agree that you are bound by all applicable federal and state laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”), which requires that you preserve the availability, accuracy, integrity, and confidentiality of protected health information (“PHI”) and personally identifiable information.
6.2 Transfer of User Data and Account Ownership.
a. You agree that You are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users or those who are retained by You.
b. In the event that anyone acting on your behalf (“Team Member”), who is a natural person,who has access to the Services under the account dies, becomes incapacitated or otherwise is unable to provide services to any user, then you will be solely responsible for arranging for modification of access, in compliance with applicable law and this Agreement. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Gentem or by applicable regulations or licensing bodies. Modification of access will be in compliance with applicable law.
c. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA, its implementing regulations, any applicable business associate agreement (BAA), and applicable state laws and regulations regulations.
7. Registered Users:
a. Representations and Warrantees: By registering for an account through any of the Services, you represent and warrant that you are the age of majority in your jurisdiction (typically age 18). You further represent and warrant that you are not a Specially Designated National or other U.S. Department of Treasury or Department of Commerce denied party or excluded from federal health care programs or other government programs, nor are you prohibited from using the Services under any U.S. or foreign export law. The Services offered to registered users are provided subject to these Terms and any terms specified on the relevant Website(s).
b. Responsibilities: You agree to (a) only provide accurate and current information; (b) maintain the security of your passwords and user name; (c) promptly update the email address listed in connection with your account to keep it accurate so that we can contact you; and (d) be fully responsible for all uses of your account resulting from your acts or omissions. You must not set up an account on behalf of another individual or entity unless you are authorized to do so. It is a condition of your use of the Services that all the information you provide on or in connection with the Services is correct, current, and complete.
c. Security: If you choose, or are provided with, a user name, password, or any other piece of information as part of our access control and other security procedures, you must treat such information as confidential. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services. You shall notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also shall ensure that you exit from your account at the end of each session. You agree to use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
d. Account Termination: Gentem reserves the right to modify or discontinue your account at any time for any reason or no reason at all subject to any applicable Customer Agreement/Contract. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.
e. The Services may use other third-party services that may or may not be disclosed to you. As further set forth in Section 10, Gentem disclaims all express and implied warranties related to any third-party services integrated into the Websites or Services and you use those third-party services at your own risk.
8. Prohibited Conduct
You agree not to engage in any of the following activities:
8.1. Violating laws and rights. You may not (a) use any Service for any illegal purpose or in violation of any local, state, national, or international laws; (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating Intellectual Property Rights, confidentiality, or privacy rights; or (c) use any Service in violation of any applicable Customer Agreement.
8.2. Solicitation. You may not use the Services or any Content provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of targeted or blanket solicitation.
8.3. Disruption. You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other ’individual’s or entity’s use and enjoyment of the Services; including (a) uploading or otherwise disseminating any virus, adware, spyware, ransomware or other malicious code; or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.
8.4. Harming others. You may not post or transmit Content on or through the Services that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act. You may not intimidate or harass another through the Services.
8.5. Impersonation or unauthorized access. You may not impersonate another individual or entity, or misrepresent your affiliation with a Customer or other individual or entity when using the Services. You may not use or attempt to use another’s account or personal information. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking, password mining or any other means.
9. Ownership of Intellectual Property
a. Except for Your Content, you acknowledge and agree that the Services and Content, including but not limited to the software, code, architecture, design, user interface, graphics, including any use of any Gentem brand, trademarks, copyrights, patents, or other protected or unprotected intellectual property (collectively, “Intellectual Property Rights”) are owned by Gentem or its Parent Company, and suppliers and is protected by applicable Intellectual Property Rights laws.
b. Except as provide in these Terms or in an applicable Customer Agreement, you are not granted a license or any right, title, or interest in any Intellectual Property Right use in or made available through the Services.
c. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content or the Services without our prior written consent. The Gentem name, the Gentem logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Gentem or its affiliates or licensors. You must not use those marks without the prior written permission of Gentem. Any other names, logos, product and service names, designs, and slogans of the Services are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content through your use of the Services. All rights not expressly granted in these Terms or an applicable Customer Agreement are reserved exclusively by Gentem.
10. Monitoring and Enforcement of Terms
We have the right to:
- Remove or refuse to post any Your Content for any or no reason in our sole discretion.
- Take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms or an applicable Customer Agreements, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the Websites or Services or the public, or could create liability for Gentem.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Subject to any applicable Customer Agreements, terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS GENTEM AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
11. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GENTEM OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES), INCLUDING ANY THIRD-PARTY SERVICES, AS-IS AND AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF ACCURACY, RELIABILITY, AVAILABILITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GENTEM DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY GENTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GENTEM OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OTHER AGENTS,LICENSORS OR PROVIDERS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL,DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER SPECIAL CATEGORIES OF DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY EVEN IF GENTEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING LIMITATIONS, YOUR RECOVERY OF ANY DIRECT DAMAGES IS LIMITED TO THE LESSER OF WHAT YOU PAID FOR THE SERVICES OR USD $50.00.
Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS,THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
We will make no use of PHI that is not permitted by the BAA signed along with your Revenue Cycle Management Agreement or that is prohibited by applicable law, including but not limited to HIPAA.
It is your responsibility to comply with all applicable privacy and data protection laws and to ensure that you have provided all required notices and obtained all necessary consents (including with respect to third parties access) from Users, and that Users (including without limitation your Clients) have agreed to the collection of User Data (including PHI) and the access of User Data by you, by Gentem, and, where applicable, other third parties. Any sample documentation that is provided by Gentem for obtaining consent or other information from Users is for illustration only, and you alone (and not Gentem) are responsible for ensuring e that such documentation is adequate and enforceable. Gentem does not provide legal or compliance advice and you are responsible for retaining competent counsel and advisors for these purposes.
In the event that we receive a subpoena, court order, or other legal request compelling the disclosure of any of your Clients’ User Data (including PHI) or any of your data or information or any User Data, we will notify you of the existence of such subpoena, court order or other legal request prior to disclosing the PHI or other data or information or any User Data, unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law.
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of this Agreement, or as otherwise provided in this Agreement, there is an download feature in the Services which will enable you to retrieve your User Data contained within the Services prior to the Account termination date. It is your sole responsibility (not Gentem’s) to manage, maintain, store, or export file or files containing the User Data within the Services to ensure the secure preservation of User Data (including PHI) for you and your Clients pursuant to federal and state law.
- By Gentem: Gentem may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services maybe terminated by Gentem at any time and for any reason.
- By you: If you wish to terminate these Terms, you may immediately stop accessing or using the Services at any time.
- Automatic upon breach: Your right to access and use the Website terminates automatically upon your breach of any of these Terms.
- Termination under Customer Agreements: We may terminate (or suspend) your right to access or use a Service if permitted by an applicable Customer Agreements.Survival: The disclaimer of warranties, indemnification, limitation of liability, dispute resolution provision, and this provision will survive any termination. The license grants applicable to Your Content are not impacted by the termination of these Terms and shall continue in effect subject to the terms of the applicable license.
16. Dispute Resolution
IN THE EVENT OF A DISPUTE BETWEEN YOU AND GENTEM (INCLUDING ANY DISPUTE OVER THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THIS DISPUTE RESOLUTION PROVISION), OTHER THAN WITH RESPECT TO CLAIMS FOR INJUNCTIVE RELIEF AND DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, THE DISPUTE WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. IF YOU DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY GENTEM via email at email@example.com within 30 days following the date you first accept these Terms, if you have not registered for an account, then within 30 days following the date you first use our Services.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf, as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or Gentem that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Gentem for you.
If you opt out of arbitration pursuant to the terms above, then the following jurisdiction and venue provision shall apply: all disputes arising out of or related to this Agreement for which arbitration does not apply will be subject to the exclusive jurisdiction and venue of the state and federal courts located in the City of Dallas, Texas. Notwithstanding this, each party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
CLASS ACTION WAIVER: YOU AGREE THAT ANY PROCEEDINGS TO ARBITRATE, LITIGATE OR OTHERWISE RESOLVE A DISPUTE IN ANY FORUM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, CONSOLIDATION OF YOUR DISPUTE WITH OTHER ARBITRATIONS, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL ARE NOT PERMITTED AND ARE WAIVED BY YOU, AND AN ARBITRATOR WILL HAVE NO JURISDICTION TO HEAR SUCH CLAIMS. IF A COURT OR ARBITRATOR FINDS THAT THE CLASS ACTION WAIVER IN THIS SECTION IS UNENFORCEABLE AS TO ALL OR SOME PARTS OF A DISPUTE, THEN THE CLASS ACTION WAIVER WILL NOT APPLY TO THOSE PARTS. INSTEAD, THOSE PARTS WILL BE SEVERED AND PROCEED IN A COURT OF LAW, WITH THE REMAINING PARTS PROCEEDING IN ARBITRATION. IF ANY OTHER PROVISION OF THIS DISPUTE RESOLUTION SECTION IS FOUND TO BE ILLEGAL OR UNENFORCEABLE, THAT PROVISION WILL BE SEVERED WITH THE REMAINDER OF THIS SECTION REMAINING IN FULL FORCE AND EFFECT.
17. Miscellaneous Terms
a. Choice of law: These Terms (and all disputes) are governed by and construed by the laws of the State of Texas in the United States, not including its choice of law rules.
b. Electronic Notice and Electronic Signature: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). Gentem may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You may contact us through email at firstname.lastname@example.org if you have any questions regarding any Communication. You further consent and agree that your use your finger, a key pad, mouse or other device to select an item, button, icon or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
c. No waiver: Either party’s failure to insist on or enforce strict performance of any of these Terms will not be construed as a waiver of any provision or right.
d. Severability: If any part of these Terms is held to be invalid or unenforceable by any law or regulation or final determination of the arbitrator, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. If any provision of these Terms are so held invalid or unenforceable by a court of competent jurisdiction, in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the parties intent.
e. Relationship of parties: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Gentem as a result of these Terms or from your use of any of the Services. You may not enter into any contract on our behalf or bind us in any way.
f. Assignment: Gentem may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, to access or use Services or its Content, and any attempt by you to do so is void.
g. Integration: These Terms and any applicable Customer Agreements constitute the entire agreement between you and Gentem relating to this subject matter and supersede any and all prior communications and/or agreements between you and Gentem relating to access and use of the Services.