This User Agreement governs your user of Cerbo’s electronic medical records, practice management, and patient portal software and associated services (collectively, the “Services”). By checking the box and proceeding to access the Services, you are indicating that you have read, understand, and accept this agreement. You may access and use the Services only in accordance with this agreement, the Master Subscription Agreement in effect between Cerbo and the client(s) whose installation of the Services you are accessing (“Client”), and all applicable laws and regulations.

This agreement is effective between you and Cerbo from the date you first access the Services.

1. Definitions

1. “Day” means calendar day.
2. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful code, files, scripts, agents or programs.
3. “Protected Health Information” or “PHI” means any information about health status or condition, provision of health care, or payment for health care that can be linked to a specific individual, or as otherwise defined in 45 C.F.R. §160.103.
4. “Surescripts Data Source” means a third-party pharmacy, pharmacy chain, aggregator of pharmacy information, pharmacy benefit manager, health benefit payor or administrator, or similar entity, which has entered into a written agreement with Surescripts to allow access through the Surescripts network to information in its possession.
5. “Third-Party Applications” means applications and software products that are provided by third parties and interoperate with the Services.
6. “Users” means individuals who are authorized by Client to use the Services, for whom subscriptions to the Services have been purchased, and who have been supplied user identifications and passwords by Client (or by Cerbo at Client’s request).

2. The Services

1. The Services are the online, Web-based electronic health records, practice management, and Patient Portal software applications provided by Cerbo via a website or subdomain of www.md-hq.com or cer.bo (excluding Third-Party Applications). Provision of the Services is not a sale of the Services or of a copy of any information accessible via the Services.
2. Testing and Quality Assurance. Cerbo shall employ commercially reasonable testing and quality assurance measures to ensure the consistent and reliable functioning of the Services, preserve the integrity and security of data stored in Cerbo’s systems, and protect your ability to access such data.
3. User Subscriptions. Each User must have their own User profile/subscription in the Services. You may not share a user subscription or your login information with anyone else.
4. Professional Responsibility. You acknowledge that the professional duty to the patient in providing healthcare services lies solely with the healthcare professionals providing such services. You take full responsibility for your own use of the information provided through the Services. If applicable, you are responsible for independently reaching any medical or other professional judgment, and for any resulting diagnosis or treatment, notwithstanding your use of the Services. Clinical information in the Services is intended as a supplement to, and not a substitute for, the knowledge, expertise, and judgment of a professional. Cerbo is not liable for your actions that may result in liability arising in connection with third party claims to the extent such liability is due to your malpractice, mistake, or failure to warn. Cerbo provides no medical or other professional advice in connection with this agreement, the Services, and the information contained therein.

3. Use of the Services

1. Information that you Enter. You are responsible for the accuracy, quality, integrity, and legality of all data that you enter or accept into the Services or create using the Services, and for how you acquire PHI.
2. Custom Elements. You are responsible for the accuracy, quality, and legality of any custom element that Cerbo creates or makes available to you at your direction and request (“Custom Element”), including custom electronic patient forms and charting templates (“Custom Forms”).
3. Preventing Unauthorized Use. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and to notify Cerbo promptly upon learning of any such unauthorized access or use.
4. Information Transmitted Out of the Services. You may use the Services to share information via the patient portal, and to transmit information via electronic fax, email, API, webhooks, or otherwise. API access, webhooks, and connected third party services are only set up at Client’s specific direction and request. As between Cerbo and you, you are responsible for the continued security and privacy of any data that you transfer out of the Services or share via the patient portal.
5. Prohibited Activities. You shall not
   1. Share your user login information or use the user login information of another person to access the Services.
   2. Knowingly, recklessly, or negligently use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
   3. Knowingly, recklessly, or negligently use the Services to store or transmit Malicious Code.
   4. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
   5. Disable or reconfigure any portion of the Services.
   6. Attempt to gain unauthorized access to the Services or related systems.
   7. Copy, frame, or mirror any part or content of the Services (other than on Client’s intranets or otherwise for Client’s own internal business purposes), reverse engineer the Services, or create derivative works based on the Services.
   8. Download, save, copy, or print any databases, in whole or substantial part, provided by Cerbo as part of the Services.
6. Included Forms and Databases. Any electronic forms or pre-populated databases in the Services are provided solely as a convenience and should not be relied upon as accurate, error-free, or useful. You agree to rely upon your own professional judgment in using information in such forms or databases. Cerbo is not responsible for any losses or injuries due to your use of such information.
7. Ownership and Intellectual Property.
   1. Subject to the limited rights expressly granted under this agreement, Cerbo reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. Cerbo represents and warrants that, to the best of Cerbo’s knowledge, the Services do not, and your use thereof as permitted under this agreement will not, infringe upon the intellectual property rights of others.
   2. You grant Cerbo a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, or feedback relating to the performance of the Services (the “Feedback”), including without limitation, suggested or requested improvements and enhancements.

4. Surescripts.

1. E-Prescription. The Services may include e-prescription via the Surescripts network under the following terms and conditions. However, neither Cerbo nor Surescripts make any guarantee that you will gain or retain access to the Surescripts network or to any Surescripts Data Source.
2. Prescriber Users. If you are a medication prescriber (“Prescriber”), you represent that you are an individual, located in the United States or a United States territory that is licensed, registered, or otherwise authorized by the appropriate governmental authority to perform such healthcare services.
3. Your Surescripts Obligations.
   1. You agree to keep confidential the proprietary or confidential information of Surescripts and Surescripts Data Sources.
   2. You agree to comply with applicable law in using the Surescripts network, and to obtain all necessary patient consents and authorizations prior to transmitting or requesting patient information via the Surescripts network. You agree to obtain the consent of the patient prior to requesting his or her medication history via the Surescripts network. And you agree to comply with any privacy and patient consent policies of Surescripts related to the delivery of protected health information.
4. Acknowledgment. You acknowledge that any prescription benefit and medication history information provided via the Surescripts network may not be complete or accurate. You must confirm the accuracy of prescription benefit and medication history information with the patient prior to providing any medical services based on this information and shall always use professional judgment in the provision of care.
5. Surescripts Disclaimers.
   1. Neither Surescripts nor any Surescripts Data Source provides any warranties regarding the accuracy or completeness of the prescription benefit or medication history information. Client releases and holds harmless Surescripts and any person or entity providing prescription benefit or medication history information from any liability, cause of action, or claim related to the completeness or lack thereof of the prescription benefit or medication history information.
   2. Any Surescripts Data Source in its sole discretion may elect not to receive prescriptions and other messages from Client via the Surescripts network.
6. The Surescripts network is not intended to serve as a replacement for: (1) a written prescription where required by law or regulation or for record keeping purposes; or (2) applicable prescription documentation.

5. Disclaimer of Warranties

Except as provided in the Master Subscription between Cerbo and Client, the Services are provided “as is”, without any additional warranties. Cerbo, on behalf of itself, its affiliates, and Third Party Service Providers, disclaims all other representations or warranties, express or implied, arising out of or related to this agreement or the Services, including without limitation, any warranties regarding accuracy, quality, correctness, completeness, comprehensiveness, suitability, system availability, compatibility, merchantability, fitness for a particular purpose, title, or otherwise (irrespective of any course of dealing, custom, or usage of trade). No employee or agent is authorized to make any statement that adds to or amends the warranties or limitations in this agreement. You acknowledge that the Services may be subject to limitations, delays, latency issues, and other problems inherent in the use of the internet and electronic communications, and that neither Cerbo nor Cerbo’s affiliates or Third-Party Service Providers are responsible for delays, delivery failures, or other damage resulting from such problems.

6. General Provisions

1. Surviving Provisions. All rights and obligations of the parties which by their nature or the context are intended to continue beyond expiration or termination of this Agreement will survive such termination or expiration.
2. Choice of Law. This agreement is governed by the laws of the State of Oregon without regard to conflicts of law principles. All disputes arising under this agreement must be brought in the state and federal courts located in Multnomah County, Oregon, as permitted by law. Each party consents to the jurisdiction and venue of any such court in any such action or proceeding.
3. Relationship of the Parties. The parties are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this agreement.
5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this agreement is a waiver of that right. Other than as expressly stated, the remedies provided are in addition to, and not exclusive of, any other remedies of a party.
6. Severability. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the parties agree that such provision should be modified by the court and interpreted so as to accomplish the objectives of the original provision to the fullest extent permitted by law. Any provision that is modified or invalidated by a court of competent jurisdiction should be considered severable from the remaining provisions, which will remain in effect.