Terms and Conditions – DirectDocDial

DirectDocDial’s Terms and Conditions

THIS USER AND LICENSEE TERMS OF SERVICE (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN AHAH LLC (DBA “AHAH” OR “LICENSOR” OR “PARTY”) AND YOU “LICENSEE” OR “PARTY”). YOU SHOULD REVIEW THIS ENTIRE AGREEMENT BEFORE YOU DECIDE WHETHER TO ACCEPT THIS AGREEMENT AND CONTINUE WITH THE REGISTRATION PROCESS. BY CLICKING “I AGREE TO THE TERMS AND CONDITIONS” BELOW AND CLICKING ON THE “COMPLETE SIGN UP” BUTTON YOU AGREE TO BE BOUND BY THIS AGREEMENT.

 

  • Definitions.

 

      1. “Authorized User” means 1) a Licensee’s employee, agent, or contractor; as well as 2) an individual end-user—having licensed-access to the DirectDocDial Mobile App., i.e., direct patients paying the monthly fee for software to access telemedicine clinicians and services.
      2. “Effective Date” means the date on which AHAH LLC executed this Agreement as set forth on the signature page.
      3. “Partner” means an entity that is AHAH’s licensee, having access to the DirectDocDial Mobile App for use by its employees and agents.
      4. “Software” means AHAH’s version of Telemedicine Mobile App for Android, iOS tablets and other available smart phones.
      5. “Licensee” means 1) a partner working with AHAH as either a distributor such as home health agency, hospice; or 2) an Authorized User as a patient paying a fee directly to AHAH.
      6. “DirectDocDial Mobile App Widget” means partner software used to enhance the values of DirectDocDial Mobile App. 
      7. “Telemedicine Mobile App” means the user-level and related backend Software that together enable electronically-deployed and medically-related functionality for the Authorized User.

 

  • License.

 

      1. Subject to the terms and conditions of this Agreement, AHAH hereby grants to Licensee a nontransferable, nonexclusive, limited right to confidential Telemedicine Mobile App access in return for a small monthly fee. AHAH provide Telemedicine Mobile App, installation and upgrades. 
      2. Licensee may not modify or alter the DirectDocDial Mobile App, DirectDocDial Mobile App Widgets or the AHAH End User Agreement that accompanies the DirectDocDial Mobile App. 
      3. A condition of the rights granted herein, each installation of the DirectDocDial Mobile App will result in a DirectDocDial‘s icon residing on the Smart Phone of each authorized user with future lock-down option.
      4. Any use of the Telemedicine Mobile App licensed pursuant to this Agreement by the Licensee and/or its Authorized Users is subject to terms and conditions of the AHAH End User License.
      5. Licensee agrees not to modify, reverse engineer, reverse compile, or otherwise disassemble the Telemedicine Mobile App. Licensee may not use, reproduce, sublicense, display, distribute or dispose of the Software, in whole or in part, other than as expressly permitted under this Agreement. Licensee agrees that it will not display or distribute any screen shots of the DirectDocDial Mobile App without AHAH’s prior written consent.
      6. At its option, AHAH may authorize Licensee by notice to distribute to Authorized Users a newer version of the Telemedicine Mobile App pursuant to the terms of this Agreement. In the event that AHAH makes a newer version available pursuant to the terms of this Agreement, upon written request from AHAH, Licensee agrees that Licensee will stop distributing the older version within 5 business days after receiving AHAH request. AHAH has no obligation to license new versions to Licensee. 
      7. Licensee acknowledges that the Telemedicine Mobile App is proprietary to AHAH LLC and that AHAH retains all rights, title and interest in the Telemedicine Mobile App, including without limitation all copyrights, patents, trademarks and other proprietary rights. Except as expressly set forth herein, no other rights or licenses are granted or to be implied.
      8. Licensee acknowledges that AHAH will automatically store all video teleconference files and associated patient-visit records in AHAH’s servers per then current HIPPA/HITECH requirements. AHAH will make the visit records and the video files available upon request with patients consent as required by law.

 

  • Termination.

 

    1. This Agreement will continue until terminated pursuant to this section 3. 
    2. Either party may terminate this Agreement at any time by providing 30-day written notice to the other party. 
    3. This Agreement will automatically terminate in the event that Licensee becomes insolvent, has a receiver appointed, makes an assignment for the benefit of creditors, or becomes the subject of any proceeding under any bankruptcy, insolvency, or debtors’ relief law. 
    4. In the event of any termination of this Agreement, all Licensee rights granted herein shall immediately cease except as provided in this paragraph. Licensee will have 5 business days to remove the Telemedicine Mobile App from its Smart Phones and other devices. Termination of this Agreement will also terminate all End User Licenses accepted by Licensee and/or Licensee’s Authorized Users. 
    5. No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed a waiver thereof, nor shall it be deemed to be a waiver of any other or subsequent breach. 
    6. The rights of the parties under this clause are in addition to any other rights and remedies provided by law or under this Agreement. 
    7. Sections 1, 2(a), 2(c), 2(d), 2(e), 3.2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive termination of this Agreement.

 

  • Disclaimer of Warranties and Limitation of Liabilities.

 

      1. The Telemedicine Mobile App is licensed to licensee on an “as is” basis. 
      2. AHAH makes no warranties, either express or implied, regarding the software licensed hereunder, including without limitation, warranties with respect to merchant ability, no infringement or fitness for any particular purpose.
      3. In no event shall AHAH be liable for indirect, incidental, special or consequential damages relating to this agreement, the software, whether under a theory of contract, warranty, tort (including negligence) or otherwise, even if AHAH has been made aware of the possibility of such damages. 
      4. AHAH’s total liability under this agreement, however arising, shall not exceed five dollars. Licensee acknowledges that this allocation of risks is a part of the bargain of this agreement. 

 

  • Indemnification.

 

      1. AHAH LLC has no obligation to indemnify, defend or hold Licensee harmless from and against any claim that the Telemedicine Access Software licensed hereunder infringes any third party patent, copyright, trademark or other intellectual property right. Licensee will promptly notify AHAH of any such claim. 
      2. To the extent permitted by applicable law, Licensee will indemnify, defend and hold AHAH harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with Licensee’s and its distributors’ distribution of the Telemedicine Access Software, unless the claim arises solely out of the Telemedicine Mobile App Access Software as originally provided by AHAH to Licensee. The foregoing exception will not apply to a claim arising out of the combination of the Telemedicine Mobile App Access Software with any other software or hardware. AHAH will promptly notify Licensee of any such claim and will provide reasonable cooperation and assistance in connection with such claims.

 

  • Service Fees And Payment Terms.

 

      1. Service fees: payment guarantee policy. For transactions conducted through a visit with a service provider connected through the software, the licensee will be charged separately through either user’s insurance or self pay for the specific service(s). AHAH will not be responsible for the amount charged by the service provider(s), which are separate entities from MD24. AHAH reserves the right to earn interest and/or other compensation from its service provider banks or others arising from the processing of payment transactions that have not settled to user. 
      2. Refunds and adjustments. AHAH will disclose its return/ cancellation policy on the DirectDocDial website(s). If there are returns, cancellations or price adjustments in connection with a payment transaction, AHAH will initiate a credit to the user using the refund function of the service within five (5) working days of receiving the buyer’s request. Refunds cannot exceed the total amount of the payment transaction. AHAH will not to accept cash or any other consideration from a user in exchange for issuing a refund to a user. AHAH will not to give cash refunds to a user in connection with a product paid for with the service unless required by law. If the refunds and adjustment is required from the partnered services (i.e. telemedicine services itself), AHAH is not responsible for the service charge(s). AHAH is only responsible for the software monthly charge connecting users to the network service providers (i.e., telemedicine, legal, it services, etc.). 
      3. Taxes and other charges. Authorized users will pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions under this agreement, including penalties and interest, but specifically excluding taxes based upon AHAH’s net income.

 

  • Notices.

 

      1. Any notice required under this Agreement will be deemed given: (i) when delivered personally; (ii) by facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) via electronic mail; or (v) as otherwise expressly provided in this Agreement. 
      2. AHAH will additionally communicate with users regarding the service by means of electronic communications, including: (i) sending electronic mail to the email address seller provided to AHAH during registration or (ii) posting of notices or communications on website(s) belonged to AHAH. AHAH and user agree that AHAH may communicate by means of electronic communications the following types and categories of communications and records: this agreement (and revisions or amendments), notices or disclosures regarding the service, payment authorizations, and any other matter relating to seller’s use of the service. User is responsible for providing its own hardware, software and electronic access to the internet in order to use the service and access the electronic communications. User should maintain copies of electronic communications by printing a paper copy or saving an electronic copy on user’s computer. Electronic communications will be deemed received by user when AHAH sends the electronic communication to the email address of user provided at the time of registration or as revised by user thereafter in accordance with this agreement or when AHAH posts the electronic communication on a AHAH website. For those categories of communications or records that AHAH is otherwise required under applicable law to provide in a written paper form to user, AHAH and users agree that AHAH may provide the communications or records to seller by means of electronic communications.

 

  • Export.

 

      1. Licensee may not use or otherwise export or re-export the DirectDocDial Mobile App except as authorized by United States law and the laws of the jurisdiction in which the DirectDocDial Simply Software was obtained. In particular, but without limitation, the DirectDocDial Mobile App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department‘s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person‘s List or Entity List. By using the DirectDocDial Mobile App, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use the DirectDocDial Mobile App for any illegal purposes prohibited by United States law, including, without limitation, the illegal development, design, manufacture or production.

 

  • Assignment.

 

      1. This Agreement is binding on the assigns, heirs and successors (whether through merger or otherwise) of the Parties, except that it may not be assigned by Licensee by any means, including without limitation, by operation of law or merger. Any attempted assignment of this Agreement in violation of this section voids the Agreement.

 

  • Relationship of the Parties.

 

      1. Neither Party may represent or bind the other party in any way and nothing stated in this Agreement will be construed as creating the relationship of joint ventures, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.

 

  • Publicity.

 

      1. Licensee agrees that it will not make any press releases or public announcements referring to this Agreement without AHAH‘s prior consent.

 

  • Governing Law and Venue

 

    1. This Agreement and for all matters arising under or relating to this Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Arizona excluding any choice of law provisions. 
    2. Any litigation or other dispute resolution between the parties relating to this Agreement will take place in the Maricopa County, Arizona. The parties consent to the personal jurisdiction of, and venue in, the state and federal courts within Maricopa County.

 

  • Termination for Cause.

 

      1. LICENSOR shall have the right to terminate this License Agreement upon ten (10) days written notice to LICENSEE 
        1. If LICENSEE were to use the Mark in a way in violation of the provisions of Section 4 or 6 and shall not have cured such violation within thirty (30) days of written notice thereof, 
        2. In the event of any affirmative act of insolvency by LICENSEE, 
        3. Upon the appointment of any receiver or trustee to take possession of the properties of LICENSEE or upon the winding-up, sale, consolidation, merger (other than a merger in which LICENSEE is the surviving corporation) or any sequestration by governmental authority with respect to LICENSEE, 
        4. Upon a material breach of any of the other provisions hereof by LICENSEE or 
        5. Upon the occurrence of a Change-in-Control, other than an approved Change-in-Control, but only within the first year after such Change-in-Control. 
      2. For purposes hereof, Change-in-Control shall mean, with respect to the LICENSEE, 
        1. any person or group, as defined under the Securities Exchange Act of 1934, of a change in persons owning or controlling the right to vote 25% or more of the voting stock of LICENSEE; 
        2. the merger or consolidation of LICENSEE with another person if after giving effect thereto, a person or a group of persons owns or has the power to vote 25% or more of the capital stock of the surviving corporation; or
        3. the sale of all or substantially all the assets of LICENSEE.

 

  • Effect of Termination.

 

      1. Upon termination of this License Agreement, LICENSEE agrees to promptly discontinue all use of the Mark, to cooperate with LICENSOR or its appointed agent to apply to the appropriate authorities to cancel recording of this License Agreement from all government records, to destroy all materials bearing the Mark, and that all rights in the Mark and the goodwill connected therewith shall remain the property of LICENSOR.

 

  • Severability.

 

      1. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

 

  • Arbitration.  

 

      1. General. The Parties agree that the following steps will be used to settle any controversy or claim concerning establishment of this Agreement or arising from this Agreement.
      2. Negotiation. The Parties agree that they will attempt to resolve any controversy, claim, or dispute (“Dispute”) relating to or arising from this Agreement by prompt, good faith negotiations.  Any Dispute which is not settled by the Parties within thirty (30) days after written notice of a Dispute is given by one Party to the other shall be referred to arbitration pursuant to Clause 16.3 below.
      3. Arbitrating. Any dispute, claim or controversy, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or any alleged breach, termination, enforcement, interpretation or validity of this Agreement (including the determination of the scope or applicability of this Agreement to arbitrate), which is not resolved pursuant to Clause 16.2 above, shall be settled by arbitration in San Diego, CA, before a panel consisting of one individual, with knowledge of such matters as are described in this Agreement. Such arbitration will be administered by JAMS, The Resolution Experts (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. The award of the arbitration panel shall be final and binding, and judgment upon the award granted may be entered in any court of competent jurisdiction. Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing Party’s actual damages, shall be unavailable in arbitration or any other forum.  In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction.  The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the Party who did not prevail.  
      4. The parties understand that by signing this agreement, they agree, to the extent permitted by law, to submit any future claims arising out of, relating to, or in connection with this agreement, or the interpretation, validity, construction, performance, breach, or termination thereof to binding arbitration, and that this arbitration clause constitutes a waiver of their right to a jury trial and relates to the resolution of all disputes.

 

  • Assignment.

 

      1. No Party may assign their rights or duties under this Agreement to another Party without that Party’s prior written consent. 

 

  • Amendment or Modification.

 

      1. Any amendment or modification of these provisions shall be in writing, executed by duly authorized representatives of the Parties, and shall not be effective unless it specifically identifies this Agreement, including reference to the Parties hereto and date of its execution. 

 

  • Waiver.  

 

      1. Any failure by any Party to enforce any other Party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

 

  • Entire Agreement.

 

      1. This Agreement constitutes the entire agreement between the Parties, with respect to all subject matter included in this Agreement. The Parties intend this Agreement as a complete and exclusive statement of all terms with respect to all subject matter included in this Agreement. 

 

  • Prior Understandings

 

      1. The Parties intend that this Agreement is their final expression of agreement with respect to all subject matter included in this Agreement. It supersedes all prior or contemporaneous oral or written agreements, all negotiations, stipulations, understanding, representations and warranties, if any, with respect to the subject matter included in this Agreement.

 

  • Drafting Ambiguities

 

      1. Each Party to this Agreement has reviewed and had the opportunity to revise this Agreement. Each Party to this Agreement has had the opportunity to have legal counsel review and revise this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.

 

  • Counterparts

 

    1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.