Terms of Agreement and Private Policy
or Focalyx Apps and Websites
Revision Date: June 14th, 2016
The suite of Focalyx Franchising apps or website(s) provides users a secure and easy way to process and store their personal health information, diagnostic and treatment information, laboratory data and medical images. The suite of Focalyx Franchising apps or website(s) does not provide medical advice or professional services and does not represent a legal medical record. If you have any medical questions, you should consult your own physician or health care provider. None of the information provided on the suite of Focalyx Franchising apps or website(s) should be used for medical diagnosis it only has informative practical purpose.
1. Accepting the Terms
By using Focalyx Franchising Apps or by providing your customers or patients access to Focalyx Franchising Apps, you agree to be bound by the terms and conditions of this Agreement and Focalyx Franchising Apps's Privacy and Security Policy, as they may be amended from time to time in the future. If you or your customers or patients wish to make use of Focalyx Franchising Apps, you must read this Agreement and indicate your acceptance during the registration process.
Under the terms and conditions of this agreement, Focalyx authorizes you to create your own account, or managed user accounts, wherein the managed user accounts allow you to manage your customer’s or patient’s access, e.g., subscriber's customers or patients access, and use of Focalyx Franchising Apps. Management of your customer’s or patient’s access includes, but is not limited to, password management and creation and cancellation of accounts. This authorization is subject to the terms and conditions of this Agreement.
You may not use Focalyx Franchising Apps and you may not accept this Agreement if you are not of a legal age to form a binding contract with Focalyx.
If you accept this Agreement, you represent that you have the capacity to be bound by it or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity.
2. Privacy and Your Personal Information
For information about Focalyx's data protection practices, please read Focalyx Franchising Apps's Privacy and Security Policy, which is hereby incorporated into this Agreement by reference as if fully rewritten herein. This policy explains how Focalyx treats your personal information when you access Focalyx Franchising Apps. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Focalyx.org website.
3. Description of the Focalyx Franchising Apps Web Site
Focalyx Franchising Apps provides users a secure and easy way to process and store their personal health information, diagnostic and treatment information, laboratory data and medical images and share them with medical professionals and others who also have accounts on Focalyx Franchising Apps (see "Account Information"). Focalyx Franchising Apps is not intended to and should not be construed as providing legal or medical advice.
4. Account Information
Unless otherwise consented to by Focalyx, you may only create one account per email address, which shall be used for a single customer, patient, franchise, institution, including, but not limited to, a hospital, clinic, office, facility, business, or other location, where medical services are provided. Each account holder will be responsible for any and all charges incurred by users utilizing the account to access Focalyx Franchising Apps.
Focalyx Franchising Apps may be used by you or any other person designated by you to access Focalyx Franchising Apps through your account. To use Focalyx Franchising Apps, you must complete the registration process by providing Focalyx with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. In addition, you herein authorize your physician’s dependent franchisees to permit to access or use the Focalyx Franchising App and communicate with you through your account.
If you use Focalyx Franchising Apps, you are responsible for maintaining the confidentiality of your account and all the information you submit to it ("Account Information"), including your password and security responses. You are also responsible for restricting access to your computer, tablet, phone or any electronical device able to deploy Focalyx Franchising Apps; and you agree to accept responsibility for all activities that occur under your account, including all activities of any person that you include in one or more managed user accounts. Focalyx reserves the right to the information in the system, it also reserves the right to refuse service or terminate all accounts in its sole discretion.
You agree to notify Focalyx immediately of any unauthorized use of your account or any other breach of security. Focalyx will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge, including all activities of any person that you include in one or more managed user accounts. You, however, could be held liable for losses incurred by Focalyx or another party due to someone else using your account or password or activities of any person that you include in one or more managed user accounts. You may not use anyone else's account at any time, without the permission of the account holder.
Users that employ Focalyx Franchising Apps to manage and access medical information and images that belong to patients may upload medical images to share with medical professionals who also have accounts on Focalyx Franchising Apps. All medical information uploaded to Focalyx Franchising Apps is encrypted and transmitted to servers pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") guidelines. Focalyx does not have any means to independently decrypt the medical information including images and makes no effort to review the Account Information or the images uploaded to Focalyx Franchising Apps for any purpose, including, but not limited to, accuracy, legality, non-infringement, or compliance with any local, state or Federal Laws. Focalyx does not maintain unencrypted images on Focalyx Franchising Apps. The storage of all medical information and images on Focalyx Franchising Apps complies with the requirements of the Privacy and Security Rules promulgated pursuant to HIPPA, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("HITECH Act"), and the regulations promulgated under HIPAA and the HITECH Act by the U.S. Department of Health and Human Services. Focalyx is not responsible for any content that is uploaded to Focalyx Franchising Apps.
Focalyx cannot always foresee or anticipate technical or other difficulties which may result in a failure to obtain data, a loss of data or account preferences, or other service interruptions. Focalyx cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or storage failure of any user data, communications, or account preferences. For example, when displayed through Focalyx Franchising Apps, Account Information is only as current as the time shown. You can update your Account Information through Focalyx Franchising Apps, in the manner prescribed in the associated instructions.
5. Your Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of your password and security question responses. Further, you agree and understand that you are responsible for developing and maintaining your account or any managed user accounts that you may setup. Your password, together with your login ID, allows you to access Focalyx Franchising Apps. Your login ID, password, and security question responses, together with any contact information you provide, form your "Registration Information."
By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that address as appropriate. Notices will be provided in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser.
If you become aware of any unauthorized use of your Registration Information, you agree to notify Focalyx immediately at the following e-mail address: franchise@Focalyx.org or fill a form in the Focalyx.org website notifying your concern.
6. Your Use of the Service
You are only entitled to access and use Focalyx Franchising Apps for lawful purposes.
Focalyx grants you a limited license to access and make use of Focalyx Franchising Apps and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Focalyx. This license does not include any resale of Focalyx Franchising Apps or its contents; any derivative use of Focalyx Franchising Apps or its contents; any downloading or copying of images or account information; or any use of data mining, robots, or similar data gathering and extraction tools. Unless otherwise specified by Focalyx in a separate license, your right to use any software, data, documentation or other materials that you access or download through Focalyx Franchising Apps is subject to this Agreement.
No portion of Focalyx Franchising Apps may be reproduced, duplicated, copied, sold, or resold for any purpose without express written consent of Focalyx. You may not frame or utilize framing techniques to enclose any of the content on the suite of Focalyx Franchising apps or website(s), including images, text or layout/design found on any page of the suite of Focalyx Franchising apps or website(s), or any trademark, logo, or other proprietary information of Focalyx, without the prior express written consent of Focalyx. You may not use any meta tags or any other "hidden text" utilizing Focalyx's name or trademarks without the express written consent of Focalyx. Any unauthorized use terminates the permission or license granted by Focalyx.
Accurate records enable Focalyx to provide Focalyx Franchising Apps to you. In order for Focalyx Franchising Apps to function effectively, you must also keep your Registration Information up-to-date and accurate. If you do not do this, the accuracy and effectiveness of Focalyx Franchising Apps to you may be affected.
Your access and use of Focalyx Franchising Apps may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of Focalyx Franchising Apps or other actions that Focalyx, in its sole discretion, may elect to take.
You may link to Focalyx Franchising Apps from your web site, weblog, or similar application, as long as: (a) the links redirect the user to www.focalyx.org when the user clicks on them, (b) you do not insert any intermediate page, splash page, or other content between the links and focalyx.org, (c) the linking does not suggest that Focalyx promotes or endorses any third party's web sites, products, or services, (d) you do not use any Materials for inappropriate purposes, and (e) you provide attribution to Focalyx adjacent to the link. You may not link to any other part of the suite of Focalyx Franchising apps or website(s) besides Focalyx Franchising Apps. Focalyx reserves the right to alter or remove the content of the suite of Focalyx Franchising apps or website(s) without notice. Focalyx also reserves the right to require that you cease linking to Focalyx Franchising Apps at any time and for any reason.
The Focalyx.org web site may include links or pointers to third party web sites that may include products, services, opinions, information, recommendations, or advice of various individuals, organizations, or companies. These links to third party web sites are provided for convenience only. Focalyx has no control or responsibility over these third party web sites. In providing such links, Focalyx does not represent that it has investigated the content of such third party web sites. Focalyx does not warrant or guarantee the completeness or accuracy of any content included on third party web sites nor does it sponsor, endorse, credential, or accredit any opinions, information, recommendations, or advice included on such third party web sites. Your use of third party web sites is at your own risk and subject to the terms and conditions of use for such web sites. Focalyx encourages you to review the legal and privacy statements of all third party web sites and make your own decisions regarding any interactions or communications with those web sites.
7. U.S. Government Restricted Rights
Any materials that are downloaded by or on behalf of the United States of America, its agencies, and/or instrumentalities ("U.S. Government"), are provided with "Restricted Rights." All technical data, or Focalyx software/documentation, are subject to the provisions of FAR 12.211 - "Technical Data", and FAR 12.212 - "Computer Software" respectively, or to clauses providing Focalyx equivalent protections in DFARS or other agency-specific regulations. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
8. International Use and Export
Focalyx administers licensed Focalyx Franchising Apps from its offices in Miami Lakes, Florida. Focalyx makes no representation that Focalyx Franchising Apps is, or will be, appropriate or available for use outside the United States, and access to Focalyx Franchising Apps from territories where its contents are illegal or restricted is prohibited. If you choose to access Focalyx Franchising Apps from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws. You agree to comply with all export and re-export restrictions and regulations of the U.S. Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of Focalyx Franchising Apps and to not transfer, or authorize the transfer, of any materials to a prohibited country or otherwise, in violation of any Laws. In particular, but without limitation, the materials may not, in violation of any Laws, 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. Commerce Department's Table of Deny Orders. By using any materials subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9. Online and Mobile Alerts
Focalyx may from time to time provide automatic alerts and voluntary account-related alerts.
Automatic alerts may be sent to you following certain changes made online to your Focalyx Franchising Apps account, such as a change in your Registration Information or a reminder of a needed test or survey.
Voluntary account alerts may be turned on by default as part of Focalyx Franchising Apps. They may or may not then be customized, deactivated or provide you with the option to manipulate this feature. These alerts allow you to choose alert messages for your accounts. Focalyx may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.
Electronic alerts will be sent to the e-mail address you have provided as your primary e-mail address for Focalyx Franchising Apps or directly to the app in a tablet or mobile device with an icon signal. If your e-mail address changes, you are responsible for informing us of that change. In addition, some alerts may be able to be sent to mobile devices that accept text messages. Changes to your e-mail address or mobile number will apply to all of your alerts.
10. Rights You Grant to Us
By submitting information, data, images, passwords, usernames, other login information, materials, and other content to Focalyx through Focalyx Franchising Apps, you are licensing that content to Focalyx solely for the purpose of providing the Focalyx Franchising Apps service. Focalyx may use and store the content, but only to provide Focalyx Franchising Apps to you. By submitting this content to Focalyx, you represent that you are entitled to submit it to Focalyx for use for this purpose, without any obligation by Focalyx to pay any fees or other limitations.
You hereby authorize and permit Focalyx to store information submitted by you to Focalyx Franchising Apps (such as account login ID and e-mail) to accomplish the foregoing and to configure Focalyx Franchising Apps so that it is compatible with others with whom you share your information.
11. Focalyx's Intellectual Property Rights
The contents of Focalyx Franchising Apps, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including HTML-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other Laws. The contents of Focalyx Franchising Apps belong or are licensed to Focalyx or its software or content suppliers and/or partners. Focalyx grants you the right to view and use Focalyx Franchising Apps subject to these terms. You may download or print a copy of information provided on Focalyx Franchising Apps for your internal use only. Any distribution, reprint or electronic reproduction of any content from Focalyx Franchising Apps in whole or in part for any other purpose is expressly prohibited without our prior written consent.
12. Other Agreements; Software
The use of any software that is made available through Focalyx Franchising Apps ("Software"), such as Software which permits users to review, register and align medical information and images from multiple modalities such as PSA laboratory information, biomarkers processing, molecular signatures, PET, SPECT, CT and MR, is governed by the terms of the end user license agreement that accompanies or is included with the Software ("License Agreement"). You may not use any Software that is accompanied by or includes a License Agreement unless you have first agreed to the License Agreement terms. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.
13. Access and Interference
You agree that you will not:
1. Use any robot, spider, scraper, deep link or other similar automated data gathering, data mining or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor Focalyx Franchising Apps or any portion of Focalyx Franchising Apps, without Focalyx's express written consent, which may be withheld in Focalyx's sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search Focalyx Franchising Apps, other than the search engines and search agents available through Focalyx Franchising Apps and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of Focalyx Franchising Apps;
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up or relating to a part of Focalyx Franchising Apps;
5. Use Focalyx Franchising Apps, or other information or data you may obtain through your use of Focalyx Franchising Apps: (a) in a manner that violates any local, state, national or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (b) to stalk, harass, or harm another individual; (c) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (d) to interfere with or disrupt Focalyx Franchising Apps or the servers or networks connected to Focalyx Franchising Apps; or
6- Gain or attempt to gain unauthorized access to any portion of Focalyx Franchising Apps or any other accounts, computer systems, or networks connected to Focalyx Franchising Apps, whether through hacking, password mining, or any other means.
14. Rules for Uploading Content
Focalyx allows users to upload images and other information onto Focalyx Franchising Apps. In uploading the information or materials, you agree to follow certain rules.
1. You are responsible for all information and images that you upload to Focalyx Franchising Apps.
2. By uploading information or images, you represent that you and your customers or patients have all necessary rights and hereby grant Focalyx a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to distribute and display all or any portion of the encrypted content in connection with your use of Focalyx Franchising Apps. You also hereby grant each person with whom you agree to share any images or information that you upload a non-exclusive license to access your images and information through Focalyx Franchising Apps.
3. You may not post or transmit any material that is libelous or defamatory, or that discloses private or personal matters concerning any third party, including, without limitation, protected health information as described in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 and amendments thereto.
4. You may not post or transmit any message, data, image, program or other information that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any Law; or that is otherwise inappropriate.
5. You may not post or transmit any message, data, image, program or other information that would violate the property rights of others, including, without limitation, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, patents, moral rights, rights of publicity, trademarks or service marks used in an infringing fashion.
6. You may not interfere with others' use of Focalyx Franchising Apps, including, without limitation, taking any action that imposes a disproportionate burden on the Focalyx Franchising Apps infrastructure or that negatively affects the availability of Focalyx Franchising Apps to others.
7. You agree that any relationship you form or attempt to form with a health care provider, institution or other third party to whom you permit access to your information and images on Focalyx Franchising Apps is between you and that health care provider, institution or other third party alone, and not with Focalyx.
8. You may not copy or use personal identifying or business contact information about others without their permission. Unsolicited e-mails, mailings, telephone calls or other communications to individuals or companies whose contact details you obtain through Focalyx Franchising Apps are prohibited.
9. When you upload information or image data to Focalyx Franchising Apps you should always preserve your original image data, or make backup copies of your image data, on your personal system. You should not use Focalyx Franchising Apps as the only repository or source for your image data.
10. If you choose to install and use Focalyx Franchising Apps Assistant with your Focalyx Franchising Apps account, you agree to permit third parties to transmit data to your Focalyx Franchising Apps account by any system running Focalyx Franchising Apps Assistant that is capable of transferring DICOM images. You will not have direct control over such transfers, and you will receive any data that may be transmitted to your Focalyx Franchising Apps account until you deactivate Focalyx Franchising Apps Assistant. You agree to maintain and be responsible for all such data, and to pay for all costs associated with the transfer of all data to your Focalyx Franchising Apps account by Focalyx Franchising Apps Assistant.
15. Disclaimer of Representations and Warranties
Focalyx attempts to ensure that all information provided on the suite of Focalyx Franchising apps or website(s) is accurate and reliable, but errors may sometimes occur. Focalyx does not represent or warrant that the information (including, without limitation, information that may be provided by a third party), materials and services provided on Focalyx Franchising Apps are accurate, reliable, complete, or current, or that defects or errors in Focalyx Franchising Apps will be corrected.
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH FOCALYX FRANCHISING APPS OR PROVIDED THROUGH FOCALYX FRANCHISING APPS ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. FOCALYX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT, IMAGES OR OTHER INFORMATION AVAILABLE ON OR THE OPERATION OF FOCALYX FRANCHISING APPS. YOU EXPRESSLY AGREE THAT YOUR USE OF FOCALYX FRANCHISING APPS IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOCALYX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FOCALYX MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON FOCALYX FRANCHISING APPS. FOCALYX MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT, IMAGES OR OTHER INFORMATION THAT MAY BE AVAILABLE THROUGH OR UPLOADED TO FOCALYX FRANCHISING APPS ARE FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
16. Alert Disclaimer
You understand and agree that any alerts provided to you relative to Focalyx Franchising Apps may be delayed or prevented by a variety of factors. Focalyx does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Focalyx shall not be liable for any delays, failure to deliver or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
17. No Medical Advice
FOCALYX FRANCHISING APPS DOES NOT PROVIDE LEGAL OR MEDICAL ADVICE. FOCALYX IS NOT A HEALTH CARE ORGANIZATION, HEALTH CARE PROFESSIONAL OR A MEDICAL SERVICE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE. ALL MEDICAL DECISIONS, INCLUDING INTERPRETATION OF ANY CONTOUR OR IMAGE AND ANY DIAGNOSIS, TREATMENT AND/OR CARE PLAN, MADE BY HEALTH CARE PROFESSIONALS AS THE RESULT OF THE USE OF FOCALYX FRANCHISING APPS ARE STRICTLY THE RESPONSIBILITY OF YOU AND THOSE INDIVIDUALS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ARTIFACTS OR CORRUPTED DATA MAY BE PRESENT IN COMPUTER-GENERATED IMAGES, INCLUDING IMAGES AND CONTOURS GENERATED BY OR THROUGH FOCALYX FRANCHISING APPS, THAT ARE BEYOND THE CONTROL OF ANY SOFTWARE PRODUCT AND THAT SUCH ARTIFACTS OR CORRUPTED DATA MAY ALSO BE CAUSED BY HARDWARE AND/OR DISPLAY MALFUNCTIONS. FOCALYX DOES NOT WARRANT THAT IMAGES OR CONTOURS PRODUCED BY OR THROUGH FOCALYX FRANCHISING APPS WILL BE FREE FROM ARTIFACTS OR CORRUPTION. IT IS THE SOLE RESPONSIBILITY OF YOU AND HEALTH CARE PROFESSIONAL INVOLVED TO ANTICIPATE THE POSSIBILITY OF SUCH ARTIFACTS AND/OR CORRUPTION IN INTERPRETING IMAGES AND CONTOURS PRODUCED BY OR THROUGH FOCALYX FRANCHISING APPS.
18. Limitation on Focalyx's Liability
19. Your Indemnification of Focalyx
You assume sole responsibility for your use of Focalyx Franchising Apps including use by your customers or patients that you include in one or more managed user accounts. You shall indemnify, defend and hold harmless Focalyx and its affiliates, stockholders, directors, officers and employees from and against any and all claims, losses, liabilities, costs, fees, obligations and/or damages (including attorneys' fees) arising out of or relating to (i) your use of Focalyx Franchising Apps and/or your customer’s or patient’s use of Focalyx Franchising Apps, (ii) any claim by a third party that your and/or your customer’s or patient’s unauthorized use, modification or alteration of Focalyx Franchising Apps infringes any proprietary right of any third party, (iii) a breach by you and/or your customers or patients of any of your obligations under this Agreement, (iv) any acts or omissions by you and/or your customers or patients in connection with this Agreement or the modification of Focalyx Franchising Apps, (v) your and/or your customer’s or patient’s gross negligence or willful misconduct, (vi) any claim that any patient's (including your and/or your customer’s or patient’s) condition or disease was not diagnosed or was misdiagnosed as the result of any contour or image produced on or uploaded to Focalyx Franchising Apps, or (vii) any product liability, personal injury, death or damage or destruction of property or premises resulting from your use and/or your customer’s or patient’s use of Focalyx Franchising Apps. Focalyx agrees that (a) Focalyx will make an effort to notify you promptly of any such claim in writing, and will give you all information known to Focalyx relating thereto, and (b) Focalyx will cooperate with you in the settlement and/or defense. You shall reimburse Focalyx for all reasonable out-of-pocket expenses incurred by Focalyx in providing any cooperation requested by you.
Focalyx™, Focalyx Franchising Apps™ and any other product, affiliate, collaborator or service name or slogan or logo contained in Focalyx Franchising Apps are trademarks of Focalyx or the original trademark owner and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Focalyx or the original trademark owner. Ownership of all such trademarks and the goodwill associated therewith remains with Focalyx or the original trademark owner. You may not use any metatags or any other "hidden text" utilizing any name, trademark, or product or service name of Focalyx without Focalyx's prior written permission. In addition, the look and feel of the Focalyx Franchising Apps web site (including all page headers, custom graphics, button icons, and scripts) is the service mark, trademark, and/or trade dress of Focalyx and may not be copied, imitated, or used (in whole or in part) without Focalyx's prior written permission. Reference to any products, services, processes, or other information, by trade name, trademark, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Focalyx.
You acknowledge and agree that any use of the Focalyx trademarks shall inure to the sole benefit of Focalyx. You agree not to: (a) challenge Focalyx's ownership, use of or the validity of the Focalyx trademarks; (b) attempt or register any mark or logo identical or substantially similar to any Focalyx trademarks; (c) remove, alter or add to any Focalyx trademarks; (d) incorporate any Focalyx trademark into other trademarks, product names, service marks, company names, slogans, domain names or any other similar designations for use on or in connection with any computer and/or medical image-related hardware, software, technologies or services or any other products or services likely to cause confusion with or dilute the Focalyx trademarks; or (e) infringe any Focalyx trademarks or associated intellectual property rights.
This Agreement will continue to apply until terminated by either you or Focalyx as set out below. If you want to terminate your legal agreement with Focalyx, you may do so by requesting in a formal letter to Focalyx.org. Your account will be deactivated and no further contact will occur. The information in the Focalyx Franchising Apps servers will remain, however, your account will be deactivated.
Focalyx may deactivate, suspend, or modify your account with, or access to, all or part of Focalyx Franchising Apps without notice, at any time and for any reason, including, without limitation:
1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
2. any conduct that violates Focalyx Franchising Apps's Privacy and Security Policy, or other policies or guidelines set forth elsewhere within Focalyx Franchising Apps;
3. conduct Focalyx believes is harmful to other users or the business of Focalyx; or
4. if Focalyx in its sole discretion believes it is required to do so by Law (for example, where the provision of Focalyx Franchising Apps to you is, or becomes, unlawful).
5. If you are a franchisee, termination or deactivation leads to franchise suspension and all your patients, customer’s information will be taken over by Focalyx Franchising, LLC
If you breach this Agreement, your authorization to use Focalyx Franchising Apps (including, without limitation, permission to access your account) automatically terminates and you must immediately destroy any downloaded or printed materials (and any copies thereof) other than the information or images that you are otherwise lawfully entitled to retain.
22. Service and Maintenance
From time to time, it may become necessary for Focalyx to update or upgrade Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps. Such service and maintenance shall be provided by Focalyx in its sole discretion and normally will be provided automatically without notice to you. You authorize Focalyx to provide such service and maintenance and agree that Focalyx shall not be liable for any damages, loss of data or loss of functionality arising from provision of such service or maintenance. It is recommended that you keep backup copies of any archival data that you may have loaded onto Focalyx Franchising Apps.
Service and maintenance, if provided, may consist of the following: (i) Focalyx may supply electronic product support via the Internet for Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps; (ii) Focalyx may consult with you for a reasonable amount of time by telephone during Focalyx's normal business hours to assist you in the use of Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps; (iii) Focalyx may use reasonable efforts to supply computer program code to correct any material nonconformities in Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps, from the Documentation associated therewith; and (iv) Focalyx may provide you with error corrections and enhancements to Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps that Focalyx chooses to develop and generally make available to other users of Focalyx Franchising Apps at no charge. Focalyx, in its sole discretion, may discontinue service and maintenance for Focalyx Franchising Apps and/or the Software it provides for use on Focalyx Franchising Apps, at any time, without providing prior notice to you.
Focalyx may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on Focalyx Franchising Apps. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use Focalyx Franchising Apps after those changes are posted.
Focalyx reserves the right to modify, suspend, or discontinue Focalyx Franchising Apps at any time, and for any purpose, without notice to you. However, Focalyx will attempt to notify you of changes to prices through an alert as indicated in Section 9: "Online and Mobile Alerts." Even if the Focalyx Franchising Apps materials may be out of date, Focalyx makes no commitment to update them whatsoever.
Focalyx reserves the right to modify or limit, in its sole discretion, the amount of disk space available to you for storage of your medical images and/or other information.
24. Governing Law and Forum for Disputes
This Agreement, and your relationship with Focalyx under this Agreement, shall be governed by the laws of the State of Ohio, without regard to its conflict or choice of laws provisions, and shall be treated as if it were executed in the State of Ohio. Any dispute with Focalyx, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the Court of Common Pleas within the county of Cuyahoga, in the State of Ohio, except with respect to imminent harm requiring temporary or preliminary injunctive relief, in which case Focalyx may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Focalyx is able to offer Focalyx Franchising Apps at the terms designated and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Focalyx, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of Focalyx Franchising Apps or this Agreement:
• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
This Agreement represents the entire understanding and agreement between you and Focalyx regarding the subject matter of the same, and supersedes all other previous agreements.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Focalyx does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Focalyx has the benefit of under any applicable Law), this will not be taken to be a formal waiver of Focalyx's rights and that those rights or remedies will still be available to Focalyx.
The titles in this Agreement are for convenience only and have no legal or contractual effect.
This Agreement will be interpreted without application of any strict construction in favor of or against you or Focalyx.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Focalyx without restriction.
Focalyx and you are independent contractors, and nothing in this Agreement is intended to create, or will be construed as creating, any employment, partnership, joint venture, agency or comparable relationship.
Focalyx will have no liability to you or any third party for any failure by Focalyx or its agents to perform its or their obligations under this Agreement in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Focalyx or its agents, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, failure or delay in transportation, civil commotion or other event of force majeure.
Any comments, suggestions, or feedback relating to Focalyx Franchising Apps submitted to Focalyx shall become the property of Focalyx.
Regardless of any Law to the contrary, any claim or cause of action arising out of or related to Focalyx Franchising Apps or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
iPhone, iPod Touch, and iPad are trademarks of Apple Inc., registered in the U.S. and other countries.
Focalyx Franchising, LLC.
2140 West 68th Street, Suite 204
Miami Lakes, FL 33016
Copyright ©2016 Focalyx Franchising, LLC.