End User License Agreement
Last Revised: May 19, 2023
This End User License Agreement (“EULA”) applies to employees and contractors of the Client (“User”, “You”, “Your”) who have entered into a Master Subscription Agreement (“Agreement”) with Cerbo LLC (“Cerbo”).
2. Use Rights, Feedback, and Intellectual Property Rights
a. Services License. Cerbo hereby grants Users a limited revocable, non-sublicensable, non-transferable, non-exclusive, non-assignable license to access and use the services acquired under the Agreement (“Services”) as set forth in this EULA. Cerbo reserves all rights not expressly set forth herein.
b. User Content License. You hereby grant Cerbo a non-exclusive, fully paid, royalty-free, worldwide, transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, create derivative works of, and otherwise use the materials, content, and other information You submit through Services (“User Content”).
c. Feedback. If You voluntarily provide Cerbo with any recommendations and/or suggestions regarding Services (“Feedback”), You hereby assign Cerbo all rights in and to any such Feedback. Cerbo has no obligation under any circumstances to compensate You for any Feedback. You agree that You will not submit any information or ideas that You consider to be confidential or proprietary, or for which You expect to be compensated.
d. Intellectual Property Rights. “Intellectual Property Rights” means any and all rights, titles, and interests arising or existing at any time relevant hereto, anywhere in the world, including, but not limited to, all patents, patent registrations, copyrights, trademarks, trade names, service marks, service names, trade secrets, or other proprietary rights arising or enforceable under any United States federal or state law, rule, or regulation, non-United States law, rule, or regulation, or international treaty in any technology, system, invention, discovery, know-how process, method, information, medium, or content, including, but not limited to, texts, prints, pictures, photographs, videos, marks, logos, designs, drawings, artistic and graphical works, music, speeches, computer software and documentation, any other works of authorship, and any form, method, or manner of expression or communication now known or hereinafter becoming known.
e. Proprietary Rights. All logos, trademarks, button icons, images, texts, graphics, trainings, whitepapers, and other materials used in connection with Services (collectively referred to as “Cerbo Content”) are owned and/or controlled by Cerbo and are accordingly protected under U.S. copyright laws and international treaties. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, OR ANY OTHER MISUSE OF CERBO CONTENT IS PROHIBITED.
3. User Restrictions
You agree not to directly or indirectly do any of the following:
a. Take any action that imposes or may impose an unreasonable or disproportionately large load on the infrastructure supporting Services;
b. Interfere or attempt to interfere with the proper working of Services;
c. Use Services or any information displayed therein to stalk, harass, abuse, defame, threaten, or defraud other Users; violate the privacy or other rights of Users; or collect, attempt to collect, store, or disclose without permission, the location or personal information of other Users;
d. Use Services for the commission or encouragement of any illegal purpose, or in violation of any local, state, national, or international law, including laws governing criminal acts, prohibited or controlled substances, or use Services in a manner that violates Intellectual Property Rights of another party, or the data protection and privacy rights of Third-Party, and import or export control;
e. Impersonate any person or entity, or falsely claim an affiliation with any person or entity;
f. Remove, circumvent, disable, damage, or otherwise interfere with security-related features associated with Services;
g. Intentionally interfere with or damage operation of Services or any User’s enjoyment thereof, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious codes;
h. Post, store, send, transmit, or disseminate any User Content which a reasonable person could deem to be objectionable; defamatory; libelous; offensive; obscene; indecent; pornographic; harassing; threatening; embarrassing; distressing; vulgar; hateful; racially, ethnically, or otherwise offensive to any group or individual; or intentionally misleading, false, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
i. Post, store, send, transmit, or disseminate any User Content, Third-Party Content or material which infringes upon the Intellectual Property Rights of another;
j. Attempt to gain unauthorized access to Services, the computer systems or networks connected to Services, or any part of it, through hacking, password mining, or any other means, or interfering or attempting to interfere with the proper working of Services;
k. Create a competing service, copy, or create derivative works based on Services or Cerbo Content and/or to direct or indirectly infringe or misappropriate Cerbo’s Content; and
l. Not reverse engineer Services, or remove, modify and proprietary marks or restrictive legend in Services.
4. Disclaimer of Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT SERVICES ARE PROVIDED ON AN “AS-IS” BASIS. CERBO AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE AVAILABILITY OF SERVICES (INCLUDING CERBO CONTENT, AND USER CONTENT). CERBO, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, DISCLAIMS AND YOU WAIVE ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE FUNCTIONS AND FEATURES OF SERVICES ARE NOT WARRANTED TO BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. CERBO DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY USER CONTENT, AND/OR CERBO CONTENT. YOU ASSUME THE ENTIRE RISK OF LOSS OF USER CONTENT, AND/OR DAMAGE DUE TO YOUR USE OF SERVICES.
5. Limitation of Liability
CERBO SHALL NOT BE LIABLE TO YOU, IN ANY AMOUNT, FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM YOUR USE OR INABILITY TO USE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CERBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. Representations and Warranties
You represent and warrant to:
a. Comply with all current laws, regulations, or governmental requirements; and
b. Comply with the terms and conditions set forth in this EULA.
7. Term and Termination
a. Term. This EULA will remain in full force and effect while You use Services (“Term”).
b. Termination. Cerbo reserves the right to terminate this EULA: (i) at any time, in its reasonable business judgment; (ii) if You breach any provision of this EULA, or (iii) if You violate applicable law. This EULA will automatically terminate if You separate from Your employer.
c. Effect of Termination. Upon termination of this EULA, Your right to access and use the Services will terminate immediately. In the event of any termination or expiration of this EULA, all provisions of this EULA whose meaning requires them to survive shall accordingly survive.
8. Choice of Law and Dispute Resolution
Except to the extent governed by applicable federal law, this EULA shall be deemed executed in the State of Washington, and shall be interpreted, in the event of a dispute arising hereunder, under the laws of Washington without regard to its conflict of law provisions. Any and all disputes related to this EULA will be resolved in accordance with the terms of the Agreement between Cerbo and Your employer.
a. Severability. If any provision of this EULA is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of any remaining provisions.
b. Electronic Communications. You consent to receive electronic communications from Cerbo in connection with Services.
c. Confidentiality. The terms of this EULA, including any information about Cerbo’s Services are confidential. You shall keep all information strictly confidential, unless disclosure is required by law or judicial process, or such information is publicly known or obtained by You without any breach of any confidentiality agreement.
d. Agreement. This EULA constitutes the entire agreement between You and Cerbo. Cerbo’s failure to exercise or enforce any right or provision of this EULA shall not operate as a waiver of such right or provision. The section titles in this EULA are for convenience only and have no legal or contractual effect.
e. Contact Us. Please contact Your employer with any questions You may have about the terms of this EULA.
E-Prescribing via the Surescripts Network
a. E-Prescription. Cerbo’s EHR software (the “EHR”) includes e-prescribing (“eRx”) capabilities via the Surescripts prescribing network.
b. Your Representations.
- i. You represent that you are an individual, located in the United States or a United States territory who, performing healthcare services as an employee, staff member, or otherwise as a legally authorized representative of the clinic that has contracted with Cerbo to use the EHR.
- ii. You represent that, to the extent required by applicable law, you are licensed, registered, or otherwise authorized by the appropriate governmental authority to perform such healthcare services.
c. Your Surescripts Obligations.
- i. You shall keep confidential the proprietary or confidential information of Surescripts and Surescripts Data Sources.
- ii. You shall comply with applicable law in using eRx, including without limitation by obtaining all necessary patient consents and authorizations prior to transmitting or requesting patient information via eRx.
- iii. You may use the Surescripts network only in accordance with the Prescriber Connectivity Agreement between Cerbo and Surescripts. In particular, you shall comply with the privacy and security provisions regarding safeguarding of protected health information and breach notification.
- iv. You acknowledge that any prescription benefit and medication history information provided via the Surescripts network may not be complete or accurate. You shall 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.
- i. Neither Cerbo nor Surescripts make any guarantee that you will gain or retain access to the Surescripts network or to any Surescripts Data Source.
- ii. Neither Surescripts nor any Surescripts Data Source provides any warranties regarding the accuracy or completeness of the prescription benefit or medication history information. You release and hold Surescripts harmless, 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.
- iii. Any Surescripts Data Source in its sole discretion may elect not to receive prescriptions and other messages via the Surescripts network.
- iv. 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.