Organization vs. Individual
Please take a moment to read these Terms carefully before subscribing to or using any of the Services. These Terms are a legal contract between AX-IT LLC, specifically Axit Health (“Axit Health” or “We”) and each Organization or Individual who uses the Services and are accepted by subscribing to The Platform or by otherwise using our websites and resources. “You,” “you,” “Organizations,” “Individuals,” and “users” shall mean all health service providers, organizations and their agents, as well as Individuals who use the Services. You accept these Terms by clicking the “ACCEPT” checkbox when you download or install the Services, when you agree to them by using our website at axithealth.com, and each time you access the Services thereafter. If you do not accept these Terms, you must not use the Services.
In these Terms, we use the word “Subscriber” to refer to anyone (for example, a health clinic, health practitioner, school, sports organization, Individual) who subscribes to and pays for The Platform. At present, the cost to an Individual who registers on The Platform for personal use is $0.00. The cost may change, without previous notice, for the Individual in the future. We use the word “You” to refer to any individual user of our Services, such as a practitioner or staff member at an Organization, or an Individual using the Axit Health mobile app, Web Portal or our websites and resources.
Medical Advice. Axit Health does not give medical advice. The Services may provide helpful information to assist organizations in medical decision-making or connecting an Individual to professional health and wellness related service providers. The information and materials available through the Services are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for a professional’s judgment. You assume full risk and responsibility for the use of information you provide or obtain from or through the Services. You will be solely responsible for the professional and technical services you provide or receive. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or any services. Axit Health does not practice medicine or any other licensed profession and offers no medical or other professional services.
Screening Users. Axit Health does not screen its Individuals or verify information (including, without limitation, residence information) communicated through the Services, though Axit Health has the right to monitor such information. It is the Organization’s responsibility to ensure that an Individual who is a patient of yours is located in a place where you may legally provide professional services. Axit Health does not have responsibility for the conduct of such Individuals, including the information posted by Individuals. Contact us to notify us of inappropriate or illegal conduct or content you encounter on the Services by either an Organization or an Individual.
Responsibility for Misuse by Other Users of Your Account. The Organization acknowledges that by allowing employees and patients to access the Services with their account, they are responsible for ensuring such employees and patients use the Services for the purposes for which they are accessing it. While the Services have certain technical safeguards against misuse, you, the Organization and Individual acknowledge that misuse will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the Services by any employee or Individual to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that Personal Data, Personal Health Information or any health-related information is properly protected under applicable law.
Intellectual Property and Your License to Use
Ownership of the Services. Axit Health owns, or has obtained the rights to use, all intellectual property rights in the Services. This includes the underlying software and technology that operates the Services; all materials and content posted or made available on our website or through the Services, such as videos, photos, text, research and blog postings.
License to You. Axit Health grants each Subscriber, and each Individual using the Services, a limited license to access and use (i.e., display, print, download) the materials and content within the Services solely on a personal computer or device for the Subscriber’s internal business purposes and for your own personal, non-commercial use, provided that:
- You retain and keep intact all copyright, trademark or other proprietary notices;
- You do not disseminate or distribute our materials or content publicly;
- You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and
- You abide by our Acceptable Use Policy below.
Axit Health Claims No Ownership. (for Organizations) The Services may provide you with the ability to create, post, or share content (“Your User Content”). Axit Health claims no ownership over Your User Content. You or a third-party Subscriber, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Services. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
You Acquire No Ownership of Others’ Content. (for Organizations) You understand and agree that you will not obtain, as a result of your use of the Services, any right, title, or interest in or to such content delivered via the Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. (for Organizations) You represent and warrant that: (i) you own the content posted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Services.
The Services contain content from users and other Axit Health Subscribers. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Services.
Acceptable Use Policy
Users of our Services are expected to behave responsibly and to show respect for our team, each other, our intellectual property and the law. You agree to communicate with Axit Health team members in a mutually respectful manner at all times.
In addition, you must not:
- “frame” or “mirror” any content from our Services on any other website or server;
- post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
- harvest, data mine, scrape or otherwise collect information about others from our Services, including Personal Data such as names and email addresses;
- probe, scan or test the vulnerability of the Services or any web site, or breach the security or authentication measures of the Services;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Services; or
- pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Axit Health reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.
Paid Subscriptions (Organizations)
Subscription. You can subscribe to The Platform by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on a monthly basis. Fees are charged monthly in advance in accordance with the billing information provided by you at the time of subscription. Account Representatives (defined below) may update their Subscriber’s billing information or cancel their Subscriber’s subscription at any time by sending an email to firstname.lastname@example.org. Except as set forth below under Termination, all fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time.
Availability of the Services. Once a Subscriber has subscribed and paid, Axit Health will make the Services available to the Subscriber’s users (i.e, practitioners, staff, patients, parents, students (Individuals who you have registered or who have shared or affiliated themselves to you)) for the subscription plan purchased. Axit Health will make the Services available in accordance with our Service Level Agreement (“SLA”); however, please note that Axit Health cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages, power outages or issues with your computer systems or devices.
Limitations. Our websites and resources are provided for general information about Axit Health services. They may not always be accurate or complete and are not intended to provide legal advice. We recommend that Subscribers obtain their own guidance and advice with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.
Account Representative. The Individual registering herself/himself on The Platform or the person signing up for a subscription on behalf of an Organization is the “Account Representative” and will be authorized to administer the account for the Subscriber. In an Organization, this includes authorizing additional user accounts for practitioners and/or staff, and granting and revoking user access rights and permissions. Each Subscriber will have only one (1) Account Representative. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Account Representative. A Subscriber may change its Account Representative by sending us an email to email@example.com.
User Accounts. (for Organizations) Subscribers and their users must provide accurate, current and complete information when creating their user accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. Subscribers must take appropriate steps to protect their user accounts, including:
- Requiring users to set strong passwords
- Keeping user ID’s and passwords confidential
- Not providing any false identity information to access the Services
Axit Health will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials or for the Individual to do the same on their personal account (PHR). If you discover or suspect any unauthorized access to or use of your Subscriber or user account, please reset your password immediately and notify us at firstname.lastname@example.org.
Subscriber Data (Organizations)
Ownership and Control. Each Subscriber retains ownership and control of its patient data and all information collected, entered, created or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Subscribers may be referred to as a “health information custodian”, a “covered entity” or a “controller” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements.
Each Subscriber determines:
- What Subscriber Data to collect;
- How the Subscriber will use the Subscriber Data;
- Which practitioners and/or staff have access to Subscriber Data;
- How long the Subscriber will store Subscriber Data; and
- On what basis the Subscriber will delete Subscriber Data.
Storage and Access. Axit Health is the Owner of the data stored in the PHR as well as a service provider to Subscribers and may be referred to as an “agent”, “business associate” or “processor” of the Subscriber. Axit Health will keep Subscriber Data stored securely as described below under Security. Axit Health will only access Subscriber Data at the request of a Subscriber or its users, or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation or court order. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.
HIPAA / GDPR Compliance. If a Subscriber is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we will, upon request, enter into our Business Associate Agreement (“BAA”) with the Subscriber. Please Contact Us to request a copy of our BAA. If a Subscriber is subject to the General Data Protection Regulation (“GDPR”), the terms of our Data Processing Addendum will apply and are incorporated into these Terms.
FERPA Compliance. The parties acknowledge that Subscriber Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”); and that, to the extent that Subscriber Data may include FERPA records, Axit Health will be considered a “School Official” (as that term is used in FERPA and its implementing regulations) and will comply with FERPA.
Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Account Representative. If an Account Representative has any questions about the management of Subscriber Data in the Services, the Account Representative may contact us at email@example.com.
Anonymized/Aggregated Data. Axit Health may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for research, data analysis, benchmarking, statistics or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user, Individual or patient. Axit Health may share such anonymized information with Subscribers and others, for example, by providing insights into most common conditions, most popular treatments or benchmarking fees against industry or regional norms.
Safeguards. Axit Health will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-compliant payment processors and encryption.
Security Breach. Axit Health will notify affected Subscribers if Axit Health determines that the security of the Services has been breached and this results in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. Axit Health will report to the affected Subscriber(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) in mitigating the effects of any lost or compromised Subscriber Data.
Your Responsibility. Subscribers and their users will notify Axit Health immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.
Data Retention Policy
During Your Subscription Term. Our Platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. If you have such a requirement, please have your Account Representative contact us at firstname.lastname@example.org.
Data Export. Subscribers may export their Subscriber Data at any time and should do so prior to ceasing or terminating their use of our Platform. Practitioners who change practices may also arrange with their Account Representative for export of their patient data. Contact us for assistance.
After Termination. When a subscription expires or is terminated, the Organization account is deactivated. This means the Organization account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The Organization itself will no longer appear in the Platform’s directory of Organizations. The organization account and its Subscriber Data will be retained in the event the Subscriber wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated. Active Individual accounts still affiliated to the Organization may continue to be updated with activity outside of the Subscriber’s Data.
The Organization’s Account Representatives may contact us with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Representative.
Overdue Fees. If any fees are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.
Termination by Us. Axit Health may terminate or suspend access to the Services, or suspend or deactivate a Subscriber’s or a user’s account, if the Subscriber or user breaches any obligations under these Terms. Axit Health may also terminate a Subscriber’s subscription if Axit Health discontinues the Services. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others.
Refunds. If a Subscriber terminates its subscription due to a breach by Axit Health or Axit Health discontinues the Services, we will refund any fees you had pre-paid for the remaining unused portion of your subscription term. If Axit Health terminates a Subscriber’s subscription due to a breach by the Subscriber, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term.
Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.
Disclaimer. We want to provide great Services; however, there are certain things about the Services that we cannot promise. For example, Axit Health cannot promise, and does not represent or warrant that:
- The Services will meet your specific needs or requirements;
- The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or
- Information provided through the Services will be accurate, timely, complete or reliable.
YOU UNDERSTAND AND AGREE THAT: (A) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY AND THAT USE OF THE SERVICES IS AT YOUR SOLE RISK; AND (B) AXIT HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR NON-INFRINGEMENT.
Limitation of Liability. THE TOTAL LIABILITY OF EITHER OF US under these terms WILL BE LIMITED TO THE AMOUNT YOU PAID TO AXIT HEALTH FOR USE OF THE SERVICES IN THE three (3) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR FIFTY DOLLARS ($50) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATION TO AXIT HEALTH.
No Indirect or Consequential Damages. regardless of the above, neither of us will be liable, UNDER ANY CIRCUMSTANCES, for any indirect, SPECIAL or consequential damages arising out of or in connection with the services, SUCH AS LOST REVENUE or BUSINESS INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY DEPENDING ON WHERE YOU LIVE.
Notices, Governing Law and Disputes
Notices. Axit Health will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Organization Account Representative or Individual. Organization Account Representatives may update their account information at any time by using their account settings. Any notice you are required or wish to provide to Axit Health may be provided to the contacts shown below under Contact Us.
Governing Law. The Services are provided by Axit Health from its offices in San Juan, Puerto Rico. All matters relating to access to and use of the Services will be governed by the Civil Laws of Puerto Rico that govern contractual disputes.
Disputes. In the event of a dispute, we both agree to try settle the dispute through consultation and negotiation in good faith and a spirit of mutual cooperation. We may also agree to use some form of non-binding alternative dispute resolution, such as mediation. If we are unable to resolve the dispute within 60 days after it first arose, we will resolve the dispute by binding arbitration before a single arbitrator with relevant experience. The arbitration will be held in San Juan, Puerto Rico in accordance with Puerto Rico’s Civil Laws.
If you have any questions regarding the Services or these Terms, please contact us at: email@example.com or at the contact information shown below. We will make every effort to answer your questions.
151 Calle de San Francisco, Ste 200
San Juan, Puerto Rico 00901
Updated: July 7, 2020