By using Movi Healthcare’s web site and associated web and mobile applications (the “Application”), User agrees to these terms and conditions, which shall be binding upon and inure to the benefit of Movi Healthcare and User, including their respective successors and assigns Movi Healthcare will provide User with access to the Application in accordance with the terms and conditions set forth herein. User will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Application, and notify Movi Healthcare promptly (hipaa@movihealthcare.com) of any such unauthorized use known to User. Nothing contained herein, express or implied, is intended to confer upon any person or entity other than Movi Healthcare and User (and their authorized users, respective successors in interest and permitted assigns) any rights or remedies under or by reason of these Terms and Conditions.

The Application shall be used only to request and schedule non-emergency medical transportation and non-medical transportation; User is prohibited from using the Application for any other purpose, including requesting emergency medical transportation, and, but not limited to, monitoring Application functionality, or for any other benchmarking or competitive purposes. User shall be solely responsible for compliance with all laws, regulations and ordinances connected with User’s access to and utilization of the Application.

Licensor will provide you access to, and use of, the Software, Services, and Documentation by enabling an account for you to access through a web browser (herein “Account”). You are solely responsible for maintaining the confidentiality of passwords and other Account access information. Your account shall not be used by anyone other than you. You will contact Movi Healthcare promptly if Account information is lost, stolen, or disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Account access information may have occurred or is likely to occur.

SSO allows Users to connect and use the relevant Third-Party Identity Provider’s (IDP) products, services, or software in conjunction with User’s use of the Movi Healthcare’s software Application. User’s use of SSO is limited to integration with one Third-Party Identity Provider. To enable SSO, Users may be required to sign up or log into the services of such Third-Party Identity Provider on its respective website or application. User guarantees that security measures such as Multifactor Auth (MFA) is required by their third party IDP.

Except as expressly set forth herein, User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, publicly display, or in any way commercially exploit, the Application, any of the content offered therein, or any software or other materials incorporated therein, in whole or in part. User agrees not to duplicate, translate, modify, copy, printout, disassemble, create any derivative work of, reverse engineer, reverse assemble, decompile or otherwise tamper with, or attempt to gain access to the source code of, the Movi Healthcare Services (“Services”) or any software provided therewith, or access or use the Services (or any part thereof) to build the same or similar service or for any competitive or benchmarking purposes. User shall not cause or encourage any third party to do any of the foregoing. Use of the Application or Services to violate the laws of the United States, or of any State, or to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including those that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. User will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Application, or any processes that run or are activated while User is not logged in. User may not attempt to reverse engineer or decompile any software used on the Application or in the Services. Use of the Application and Services for promotional or commercial purposes is prohibited except as expressly permitted by Movi Healthcare. User shall not use any device, software or routine that interferes with the proper working of the Application or the Service, or otherwise attempt to interfere with the proper working of the Service. User shall not use any robot, spider, Service search/retrieval application or other automated device, process or means to access, retrieve, scrape or index the Application, the Service, or any Application content. User shall not introduce viruses, worms, or other technologies that seek to injure or adversely affect Movi Healthcare property or interests, or the personal or property or interests of User. User shall not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or other private information regarding the account of any other User. User will not solicit personal information from minors. User shall not take any action that imposes, or may impose, an unreasonable or disproportionately large load on Movi Healthcare’s computer systems, as determined by Movi Healthcare in its discretion. User will not assist or enable or encourage others to perform actions which User is prohibited from conducting.

Movi Healthcare and User recognize and acknowledge that, by virtue of User’s accessing the Application, Movi Healthcare and User may have access to certain information of the other party that is confidential and constitutes proprietary, valuable, special and unique property of the other party. Movi Healthcare and User agree that they shall not at any time following User’s agreement to these Terms and Conditions, disclose to others, use, copy or permit to be copied, without the express prior written consent of the entity whose confidential information is so disclosed or used, except pursuant to the performance of such entity’s duties hereunder, any confidential or proprietary information of the other entity, including, but not limited to, information which concerns patients, costs, methods of operation or marketing, and which is not otherwise available to the public. Except for disclosure to an entity’s legal counsel, accountants or financial advisors, neither entity shall disclose these Terms and Conditions to any third party unless disclosure thereof is required by law or otherwise authorized by these Terms and Conditions or consented to in writing by the other party. Unauthorized disclosure of information described in this paragraph shall provide the non-disclosing entity with the option of pursuing any available legal remedies (including injunctive relief) or, on the part of Movi Healthcare, the option for immediate termination of User’s access to the Application.

User is solely responsible for any and all obligations with respect to the accuracy, quality and legality of User Data. User will obtain all third-party licenses, consents and permissions needed for Movi Healthcare to use the User Data to provide the Services. Without limiting the foregoing, User will be solely responsible for obtaining from third parties all necessary rights for Movi Healthcare to use the User Data submitted by or on behalf of User for the purposes set forth in this agreement. User warrants, represents and covenants that it will not contribute any User Data that (a) infringes any copyright, trademark or patent; (b) misappropriates any trade secrets; (c) is infringing, libelous, defamatory, obscene, pornographic, abusive, or offensive; (d) contains viruses, worms or other malicious computer programming codes intended to damage Movi Healthcare’s systems or data; or (e) otherwise violates any law or right of any third party.

Protected Health Information (PHI): Both parties acknowledge that the software and services provided under this Agreement may involve the use, disclosure, or access to Protected Health Information ("PHI") as defined under HIPAA.
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Business Associate Agreement (BAA): If User is not already under a BAA with the client/Covered Entity or another Business Associate under HIPAA, the parties agree to enter into a separate Business Associate Agreement ("BAA") that complies with the requirements of HIPAA and ensures the protection of PHI.
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Safeguards: User shall implement appropriate safeguards as required under HIPAA to prevent unauthorized use or disclosure of PHI.
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Reporting: In the event of a breach or unauthorized use or disclosure of PHI, Movi Healthcare shall promptly notify User and take appropriate remedial actions.
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Audits and Inspections: Movi Healthcare shall make its internal practices, books, and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services for purposes of determining compliance with HIPAA.

All rights, title, and interest in and to the software, including all intellectual property rights therein, shall remain with Movi Healthcare. User does not acquire any rights, express or implied, in the software, other than those specified in this Agreement.
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Restrictions: User shall not copy, reproduce, distribute, or create derivative works from the software. User shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the software.

Movi Healthcare acknowledges that the software may be used in conjunction with services provided by third-party medical transportation providers. Movi Healthcare makes no representations or warranties regarding the actions or omissions of such third-party medical transportation providers. Movi Healthcare agrees to hold harmless the User and its “clients” from any claims, damages, or liabilities arising from the wrongful acts or omissions of third-party medical transportation providers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, MOVI HEALTHCARE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MOVI HEALTHCARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE APPLICATION IS PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

UNDER NO CIRCUMSTANCES SHALL MOVI HEALTHCARE BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MOVI HEALTHCARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, IN NO EVENT WILL MOVI HEALTHCARE OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF USER OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF USER OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.