Consent for Service

Consent for Service

Last Updated: Feb 28, 2022

By creating an account on Freshstart Medical Management to receive COVID-19 tests on a monthly basis through this website at no cost to me, I consent to the following:

1. I consent to the use of my Protected Health Information (“PHI”) by Freshstart Medical Management Inc., for the purpose of submitting claims to my health insurance provider handled through Tiero (9801 Washingtonian Blvd, Suite 200 Gaithersburg, MD 20878) (“Tiero” and/or Affiliate) and such other purposes that are permitted under the federal Health Insurance Portability and Accountability Act (HIPAA) for reimbursement of COVID-19 tests ordered through this website.
2. I consent to Freshstart Medical Management’s affiliate to submit claims to my health insurance provider handled through Tiero on a monthly basis until such time as I notify Freshstart Medical Management or its affiliate that I no longer wish to receive further COVID-19 tests, and I assign my right to receive any health insurance or other benefits in connection with the COVID-19 tests ordered through this website to Freshstart Medical Management in order to permit affiliate to submit such claims. Therefore, I hereby irrevocably authorize payment directly to Tiero for such claims.
3. I consent to Freshstart Medical Management, its affiliate, and/or my health insurance provider contacting me in connection with the COVID-19 tests ordered through this website, including via email, phone, or text message.
4. I consent to the Terms of Use, Privacy Policy and HIPAA Policy on Freshstart Medical Management’s Website, www.freshstartmedical.com
5. I agree that all of the above consents apply to any other persons covered by my health insurance policy on whose behalf I order COVID-19 tests through this website, including any minors, and I affirm that I have the authority to order COVID-19 tests on such persons’ behalf, including any minors.
6. I agree that, by ordering COVID-19 tests through this website or taking such tests, I am not entering into a doctor-patient relationship with Freshstart Medical Management or any entity or person affiliated with Freshstart Medical Management, and that any questions I may have concerning such tests, including but not limited to the results of such tests and any treatment, follow up, or other issues relating to such tests, are solely my responsibility. I also agree that I will report the result of each test ordered on the website, www.freshstartmedical.com.
7. By clicking on the “I Agree” checkbox while registering, I acknowledge that I have read, understand, and agree to all of the above provisions of this Consent, including Freshstart Medical Management’s Terms of Use and Privacy Policy. I further agree that I , as well as my heirs, executors, and assigns, and any other persons covered by my health insurance policy on whose behalf I have ordered COVID-19 tests, including any minors, hereby release Freshstart Medical Management, including any of Freshstart Medical Management’s owners, directors, officers, employees, agents, contractors, or other entities or persons affiliated with Freshstart Medical Management, from any and all liability and claims in connection with such tests.
8. I understand that the exact test that will be shipped by is based on availability. The COVID -19 test kits have been authorized by the FDA under an emergency use authorization.
9. I understand that while I may cancel at any time, only future orders of test kits may be canceled. I agree that any test kit that has already been ordered and has had a claim submitted to my insurance company may not be canceled.
10. Freshstart Medical Management’s terms and conditions may be changed at any time.

HIPAA Privacy and Release of Information Authorization

I hereby authorize Freshstart Medical Management (through Tiero and its compliant platform) and its affiliates, its employees, and agents, to use and disclose protected health information to (e.g., information relating to the diagnosis, claims payment, and health care services provided or to be provided to me and which identifies my name, address, date of birth or any other information that I provide) for the purpose of helping to resolve claims and health benefit coverage issues. I understand that any personal health information or other information released to the person or organization identified may be subject to re-disclosure by such person/organization and may no longer be protected by applicable federal and state privacy laws. I understand that I have a right to revoke this authorization by providing written notice to Freshstart Medical Management or Tiero. However, this authorization may not be revoked if it’s employees or agents have taken action on this authorization prior to receiving my written notice. I also understand that I have a right to have a copy of this authorization which is available on Freshstart Medical Management.com. I understand that information used or disclosed pursuant to this authorization may be disclosed by the recipient and may no longer be protected by federal or state law. I further understand that this authorization is voluntary. By agreeing to this HIPAA Privacy and Release of Information Authorization I represent that I am the legal person who is authorizing Freshstart Medical Management through Tiero, to obtain COVID-19 home test kits and that I am legally authorized to act with respect to this authorization form for myself or any other person for whom I order Covid-19 home test kits, including any minor.

Terms of Use

Last Updated: Mar 30, 2021

These Terms of Use constitute a contract by and between Freshstart Medical Management Inc. (“Freshstart Medical Management”) and any person or entity who uses our products and/or services (collectively “Services”) or who agrees to use our Services (“you”) (each a “Party” and collectively the “Parties”). You may agree to use Freshstart Medical Management’s Services when you sign up to use the Services through our Website or when you sign a separate agreement regarding the Services. These Terms of Use govern your use of Freshstart Medical Management’s Services, unless you sign a separate agreement regarding the Services, and is effective when you begin using the Services or when you agree to use the Services, whichever is earlier (“Effective Date”). If the Parties sign a separate agreement regarding the Services, the separate agreement will control.

By using the Services or agreeing to use the Services, you agree to these Terms of Use, and you agree that they cannot be modified in any way, except as set forth below. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

 

Freshstart Medical Management may modify these Terms of Use, including any of the policies and agreements associated with these Terms of Use, at any time, with or without notice. Any changes to these Terms of Use, including any of the policies and agreements associated with these Terms of Use, will be effective immediately upon being posted. By continuing to use the Services after such changes are posted, you agree to such changes. IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE SERVICES.

If you are agreeing to these Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Terms of Use. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE SERVICES.

INCORPORATED DOCUMENTS

You agree to the following policies as of the Effective Date. These policies are incorporated by reference into these Terms of Use (either directly or through our Privacy Policy).

Cookies Policy

E-Business Policy

GDPR Policy

Government Disclosures Policy

Hardware Policy

Privacy Policy

IF YOU DO NOT AGREE TO ANY OF THESE POLICIES, YOU MAY NOT USE THE SERVICES.

RELATED AGREEMENTS

You agree to the following related agreements as of the Effective Date (provided they are applicable).

Business Associate Agreement (provided you are a “covered entity” under applicable law)

Service Level Agreement

IF YOU DO NOT AGREE TO ANY OF THESE AGREEMENTS (PROVIDED THEY ARE APPLICABLE), YOU MAY NOT USE THE SERVICES.

SERVICES

The Services include the Freshstart Medical Management platform, the Tiero platform, any mobile app associated with the platform, any documentation regarding the platform, and any related products and/or services. The Services may also include our website (“Website”), where applicable below.

Freshstart Medical Management or Tiero may modify any aspect of the Services at any time, with or without notice. Freshstart Medical Management makes no representations as to whether any information regarding any aspect of the Services is current and undertakes no obligation to update such information.

LICENSE

To enable you to use the Services, Freshstart Medical Management grants you a non-exclusive, non-transferrable, non-sublicensable, revocable license to use the Services (“License”), subject to: (a) the creation of an account enabling you to access the Services provided (“Account”) and (b) your compliance with these Terms of Use or a separate agreement regarding the Services.

You agree that the License does not grant you any other rights in the Services, including any intellectual property rights, and does not include any right to copy, distribute, modify, or otherwise use the Services in any way outside the scope of the License. Nor does the License include any right to make derivative works based on the Services. Nor does the License include any right to use the Services after the termination of the License. Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Services, unless the Parties otherwise agree in writing.

You agree that the License applies only to: (a) you (including any persons who you authorize to manage the Services); and/or (b) any persons who you require to use the Services (“End Users”).

TERM

The term of the License starts on the Effective Date and ends when your Account is terminated by either Freshstart Medical Management or you.

TERMINATION

You may terminate your License to use the Services by closing your Account at any time.

Freshstart Medical Management or its affilate may terminate your License to use the Services by closing your Account at any time, with or without notice, and for any reason, including: (a) your misuse of the Services; (b) prevention of any attempted, threatened, or suspected misuse of the Services; (c) compliance with any valid governmental demand; or (4) non-payment of any Fees that may be due for your use of the Services. You may be notified that your License has been terminated, but we are not required to provide such notification.

Upon the expiration or termination of the License for any reason, the Parties’ rights and obligations will survive with respect to the Fees, Confidential Information, Intellectual Property, Limitations on Liability, Indemnification, and General provisions of these Terms of Use.

SUSPENSION

Freshstart Medical Management may suspend your License to use the Services for the same reasons that it may terminate the License. Freshstart Medical Management or its affiliates may also suspend your License in order to perform maintenance on the Services or any computer systems associated with the Services. Freshstart Medical Management or its affiliate may suspend your License for as long as necessary to address the reasons for the suspension. Freshstart Medical Management or its affiliate may notify you that your License has been suspended but are not required to provide such notification.

SUPPORT SERVICES

Freshstart Medical Management will provide you with reasonable support regarding the use of the Services (“Help Desk Support”) and connectivity to Freshstart Medical Management’s computer network (“Network Support”) (collectively “Support Services”). Freshstart Medical Management will provide Support Services during normal business hours.

SERVICE LEVELS

Freshstart Medical Management will provide the service levels set forth Freshstart Medical Management’s Service Level Agreement, which is incorporated by reference into these Terms of Use.

PERSONAL INFORMATION

You will need to provide Freshstart Medical Management with certain personal information (including the personal information of any persons who you authorize to manage the Services) when an Account is created and/or modified. Freshstart Medical Management’s collection and use of such information is subject to Freshstart Medical Management’s Privacy Policy, which is incorporated by reference into these Terms of Use. Freshstart Medical Management’s collection and use of the personal information of End Users is also subject to our Privacy Policy.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship. Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”). The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties. Confidential Information includes information in the above categories: (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement. Confidential Information does not include information: (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to: (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing. The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

 

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information. Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that Freshstart Medical Management does not wish to receive any Confidential Information that is not necessary for Freshstart Medical Management to perform its obligations under this Agreement. Freshstart Medical Management will not treat such information as confidential, unless the Parties otherwise agree in writing.

INTELLECTUAL PROPERTY

Freshstart Medical Management owns the Services and all right, title, and interest in and to any Intellectual Property relating to the Services, whether created by or on behalf of Freshstart Medical Management, including: (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all patent, trademark, copyright, trade secret, and other intellectual property rights relating to the Services in any country in the world. Freshstart Medical Management owns such Intellectual Property, whether or not expressly specified in these Terms of Use, and whether or not created before, during, or after the Effective Date. No license or other right in such Intellectual Property is granted by these Terms of Use, except as expressly provided in these Terms of Use. Any violation of Freshstart Medical Management’s Intellectual Property rights may subject you to civil or criminal liability.

PATENTS

Freshstart Medical Management’s patent rights include the subject matter described in Freshstart Medical Management’s patents and pending patent applications. You may not make, use, offer, or sell any products or services covered by our patent rights without our prior written permission. All patent rights in third-party products or services used in connection with the Services are the property of their respective owners.

TRADEMARKS

Freshstart Medical Management’s trademark rights include all trademarks identifying Freshstart Medical Management and/or the Services. You may not use any of Freshstart Medical Management’s trademarks without prior written permission, except as provided in these Terms of Use. All other trademarks used in connection with the Services are the property of their respective owners.

 

COPYRIGHTS

Freshstart Medical Management’s copyrights include all text, graphics, photographs, and/or videos associated with the Services, as well as the design, structure, arrangement, and “look and feel” of all text, graphics, photographs, and/or videos, and all source code, object code, and other code associated with the Services (“Content”). You may not reproduce, distribute, or display any Content without Freshstart Medical Management’s prior written permission, except as provided in these Terms of Use. You may not link any Content to any other website without Freshstart Medical Management’s prior written permission.

CONTENT

You may use excerpts of the text appearing on the Website when referring to Freshstart Medical Management or the Services, provided that you acknowledge that Freshstart Medical Management is the source of such text and do not use such text to compete with Freshstart Medical Management. You may use the trademarks appearing on the Website when referring to Freshstart Medical Management or the Services, provided that you acknowledge Freshstart Medical Management’s ownership of the trademarks, do not use such trademarks to compete with Freshstart Medical Management, and do not use any images of the trademarks without Freshstart Medical Management’s prior written permission.

If you provide Freshstart Medical Management with any comments or suggestions concerning the Services, Freshstart Medical Management owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to you.

PUBLICITY

During the Term and for an additional thirty (30) days, Freshstart Medical Management may indicate on the Website and in other advertising and promotional materials that you use the Services, and we may use your name and logo in doing so, if applicable. You may indicate on your website and in other advertising and promotional materials that you use the Services, and you may use our name and logo in doing so. You may not make any other statements regarding your use of the Services, including in press releases, unless the Parties otherwise agree in writing. You may not remove Freshstart Medical Management’s name, logo, or intellectual property notices from our products, services, or documentation, unless the Parties otherwise agree in writing.

HARDWARE

Your use of any hardware that you obtain from Freshstart Medical Management for use in connection with the Services is governed by Freshstart Medical Management’s Hardware Policy, which is incorporated by reference into these Terms of Use.

Upon the termination of your Account, you will promptly return any hardware that Freshstart Medical Management has provided to you, unless the Parties otherwise agree in writing. You are responsible for paying for the return of the hardware, unless the Parties otherwise agree in writing.

You may return and receive a full refund for any products purchased through Freshstart Medical Management (“Products”) if you purchase the Products within thirty (30) days of creating an Account and cancel your Account during the same period pursuant to Freshstart Medical Management’s Hardware Policy. You may not return and receive a full refund for Products purchased through Freshstart Medical Management if you purchase the products more than thirty (30) days after opening an Account, except as set forth in Freshstart Medical Management’s Hardware Policy.

OBLIGATIONS

GENERAL OBLIGATIONS

You will only use the Services in accordance with these Terms of Use or a separate agreement regarding the Services and any documentation regarding the Services provided to you.

You will only use the Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Services to enable any illegal or improper activity.

You are responsible for any use or misuse of the Services by your employees, contractors, and agents.

You are responsible for any use or misuse of the Services by any third parties who provide products and/or services to you in connection with the Services, such as computer products and data processing services (“Third-Party Products/Services”). Your use of Third-Party Products/Services is governed solely by the terms and conditions applicable to such Third-Party Products/Services, as agreed to between you and the third party.

Freshstart Medical Management’s contractual relationship is with you, not with any End Users of the Services, and you are responsible for any use or misuse of the Services by such End Users. You will take reasonable steps to ensure that End Users use the Services in compliance with these Terms of Use. In addition, you will ensure that End Users consent to Freshstart Medical Management’s collection and use of their personal information prior to enabling any End User to use the Services.

ACCOUNT OBLIGATIONS

To use the Services, you will need to open an Account or Freshstart Medical Management will need to open an Account on your behalf. You agree that you will maintain the security of your Account by protecting against unauthorized access to your login credentials and the information in your Account, and by not voluntarily allowing anyone else to use your credentials or the information in your Account.

You also agree to maintain the accuracy of your Account by updating any changes to the information in your Account as soon as possible.

You also agree that you will not knowingly provide Freshstart Medical Management with any false or misleading information in connection with your Account.

You also agree that you will only access the Services through your Account and not through anyone else’s Account.

You agree that you are responsible for maintaining the security of your Account information and for any and all activity that occurs under your Account. You agree to notify Freshstart Medical Management immediately of any unauthorized use of your Account or any other breach of the security of your Account information.

 

OTHER OBLIGATIONS

You will not make any false or misleading statements about the Freshstart Medical Management , the Services, or any products used in connection with the Services that would damage Freshstart Medical Management , including any statements that may constitute defamation, false advertising, unfair competition, or tortious interference with business relationships. You agree that, if you perform any tests or evaluations of the Services or any products used in connection with the Services, you will share the results of the tests or evaluations with us before publicizing or providing them to others.

PROHIBITIONS

You agree that you will not use the Services, or any computer systems associated with the Services without Freshstart Medical Management’s prior written permission, except as provided by these Terms of Use or by another agreement to use the Services. You agree that you will not gain or attempt to gain unauthorized access to the Services, or any computer systems associated with the Services by any improper means, including by hacking or attempting to hack into the Services or any systems associated with the Services. You agree that you will not interfere or attempt to interfere with the proper working of the Services, or any systems associated with the Services.

You agree that you will not use or attempt to use anyone else’s information, including anyone else’s account information, in order to gain or attempt to gain access to the Services or any computer systems associated with the Services.

You agree that, if Freshstart Medical Management provides you with any products for use in connection with the Services, of if you use any third-party products in connection with the Services, you will only use the products as permitted by Freshstart Medical Management or the third party and will not use them for any improper purpose.

DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS.

Freshstart Medical Management DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THE SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT.

Freshstart Medical Management DISCLAIMS ANY AND ALL WARRANTIES THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS, THAT THE SERVICES WILL BE ERROR-FREE, THAT THE SERVICES WILL BE COMPATIBLE WITH ALL COMPUTER SYSTEMS OR SOFTWARE, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER ATTACKS BY THIRD PARTIES.

Freshstart Medical Management disclaims any and all warranties regarding any products that you obtain from Freshstart Medical Management for use in connection with the Services, except as set forth in Freshstart Medical Management’s Hardware Policy, which is incorporated by reference into these Terms of Use.

 

Freshstart Medical Management disclaims any and all warranties regarding any advertising, promotional, or marketing materials associated with the Services, or any products used in connection with the Services, whether such materials appear on our website or in other publications. This includes any statements or claims made in such materials regarding the capabilities or performance of the Services or any products used in connection with the Services. This also includes any visual representations of the Services, or any products used in connection with the Services. Such visual representations may or may not reflect the actual appearance, features, or functionality of the Services or any products used in connection with the Services. Only the actual Services and the actual products used connection with the Services, and any user documentation provided to you with such Services and the products used in connection with the Services, reflect their actual capabilities, performance, and features.

Freshstart Medical Management disclaims any and all warranties regarding any products/services that you obtain from third parties for use in connection with the Services. Third-party products/services used in connection with the Services that are not provided to you by Freshstart Medical Management are not under Freshstart Medical Management’s control, and Freshstart Medical Management is not responsible such products/services.

Freshstart Medical Management disclaims any and all warranties regarding your use of any third-party websites that may be linked to the Website (“Linked Websites”). Linked Websites are not under Freshstart Medical Management’s control, and Freshstart Medical Management is not responsible for the content on such Linked Websites.

LIMITATIONS ON LIABILITY

YOU AGREE THAT Freshstart Medical Management WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW.

YOU FURTHER AGREE THAT IN NO EVENT WILL Freshstart Medical Management BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER Freshstart Medical Management HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

YOU FURTHER AGREE THAT, IF THE PRECEDING LIMITATIONS ON LIABILITY ARE FOUND NOT TO APPLY TO YOUR CLAIM, OUR LIABILITY AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE LESSER OF (A) THE AMOUNT YOU PAY TO US IN THE 30 DAYS PRIOR TO THE ACTION GIVING RISE TO SUCH LIABILITY OR (B) $100.

 

The Parties agree that these limitations on liability apply to all disputes between the Parties, regardless of whether the disputes are resolved through negotiations or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner. These limitations on liability are part of the basis of the bargain between the Parties, and without these limitations, Freshstart Medical Management would not be able to provide access to the Services on the same terms or at the same price it currently provides such access.

INDEMNIFICATION

You agree to indemnify and hold Freshstart Medical Management harmless, including any of Freshstart Medical Management’s affiliates, owners, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claims that your misuse of the Services harmed such third party, or arising from or related to your breach of the Confidential Information, Intellectual Property, Obligations, and Prohibitions provisions of these Terms of Use.

MEDICAL SERVICES

Individuals

If you are an individual who uses the Services, which encompass the Freshstart Medical Management platform or that of its affiliate, any mobile app associated with the Freshstart Medical Management platform, and this Website, you agree that you are not entering into a doctor-patient relationship with Freshstart Medical Management. You may enter into doctor-patient relationships with licensed medical providers when you use Freshstart Medical Management’s platform, but you agree that any such doctor-patient relationships are with such physicians and not with Freshstart Medical Management.

You agree that all of the content on this Website is provided for information purposes only and not for the purpose of providing medical advice. You should not rely on such content, and any questions or concerns that you may have regarding any medical issues of any type should be directed toward your healthcare provider and are solely your responsibility.

You agree that you release Freshstart Medical Management from all claims alleging that any physicians who provided you with medical advice through the Freshstart Medical Management platform committed medical practice. You also agree to defend, indemnify, and hold Freshstart Medical Management harmless, including any of Freshstart Medical Management’s affiliates, owners, directors, officers, employees, agents, contractors, or other entities or persons affiliated with Freshstart Medical Management, from any claims alleging that any physicians who provided you with medical advice through the Freshstart Medical Management platform committed medical practice. You agree that any such claims will be directed solely toward the physicians who provided such advice through Freshstart Medical Management’s platform and not toward Freshstart Medical Management.

Providers

If you are a licensed medical provider (“Provider”) who uses the Services, which encompass the Freshstart Medical Management platform, any mobile app associated with the Freshstart Medical Management platform, and this Website, including for the purpose of providing medical services to your patients, you agree that Provider’s professional relationships are between Provider and its patients, not between Freshstart Medical Management and Provider’s patients. Freshstart Medical Management does not practice medicine and offers no medical or other professional services.

Provider agrees to comply with all laws, medical, or licensing rules, or other rules and regulations applicable to you as a healthcare provider or other professional using the Website.

Provider agrees that Provider is solely responsible for all agreements, consents, notices and, and other interactions with its patients and other consumers, and that Freshstart Medical Management will not provide any assistance with such matters.

Provider agrees that Provider is solely responsible for all billings and collections from patients and other consumers, and Freshstart Medical Management has no liability whatsoever to Provider concerning any amounts owed to Provider by any patients or other consumers.

1. Waiver and Indemnification

Provider agrees to use the Services to provide medical services in accordance with applicable standards of good professional practice. Notwithstanding, Freshstart Medical Management cannot monitor the professional services that Provider offers through the Freshstart Medical Management platform. Thus, Provider agrees that Provider is solely responsible for its use of the Services to provide medical services to Provider’s patients, and that Provider releases Freshstart Medical Management from all potential claims arising from Provider’s use of the Services or the operating of the Services. Provider further agrees to defend, indemnify, and hold Freshstart Medical Management harmless from any claims by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of any relationship with such patient, arising from Provider’s use of the Services or the operation of the Services. Provider further agrees to seek Freshstart Medical Management’s prior written consent to any settlement or judgment finding any fault on the part of Freshstart Medical Management or any defect in the Services.

Freshstart Medical Management will promptly notify Provider in writing of any claim subject to the preceding indemnification obligation, promptly provide Provider with the information reasonably required for the defense of the same, and grant Provider control over its defense at Providers expense. Notwithstanding, Freshstart Medical Management reserves the right to appear and defend any action in which it is named as a party, and Provider agrees to pay and reimburse Freshstart Medical Management’s costs and expenses (including reasonable attorney’s fees) incurred in connection with any such action.

Provider warrants that it has the legal right and authorization to upload all Provider Content to its Virtual Waiting Room, and Provider agrees that, if Provider submits, uploads, or posts any agreements, contracts, consents, notices, advice, recommendations, comments, files, videos, images or other materials to Provider’s Virtual Waiting Room, Provider agrees not to provide any such content that (1) would generally be considered defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, or otherwise harmful, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secret, or other intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component.

Provider also agrees that Freshstart Medical Management has no responsibility (1) to maintain any Provider Content in confidence; (2) to pay you or anyone else any compensation for any Provider Content; or (3) to approve, endorse, answer any patient questions, or otherwise provide any comments to anyone regarding any Provider Content

GENERAL

DISPUTE RESOLUTION

In the event of any dispute arising from or related to these Terms of Use, the Parties will attempt to resolve the dispute promptly and in good faith. If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.

The Parties agree that any such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.

GOVERNING LAW AND JURISDICTION

The Parties agree that any legal proceedings between the Parties will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law. The Parties further agree that any such proceedings will be brought in state court in Florida, Broward County, Florida, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Terms of Use may be brought in federal court in the State of Florida. The parties expressly waive any objection to personal jurisdiction and venue in these forums.

INJUNCTIVE RELIEF

You agree that your actual, attempted, or threatened violation of these Terms of Use will cause irreparable harm to Freshstart Medical Management and that we may seek any injunctive or equitable relief we deem appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

JURY TRIAL

You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.

ATTORNEYS’ FEES AND COSTS

You agree that, in the event Freshstart Medical Management prevails in any legal proceedings arising from or related to your violation of these Terms of Use, or any actual, attempted, or threatened violation of these Terms of Use, Freshstart Medical Management will be awarded its attorneys’ fees and costs in addition to any other relief to which Freshstart Medical Management is entitled.

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement of the Parties regarding the Services and supersede any prior agreements, understandings, or representations regarding the Services. These Terms of Use cannot be modified, amended, or changed in any way, unless the Parties otherwise agree in writing.

SEVERABILITY

You agree that, if a court holds any portion of these Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible, and the remainder of these Terms of Use will be enforceable as written.

WAIVER

You agree that Freshstart Medical Management’s failure to insist upon or enforce strict performance of any of the provisions of these Terms of Use or to exercise any rights or remedies under these Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.

ASSIGNMENT

Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under these Terms of Use, unless the Parties otherwise agrees in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.

FORCE MAJEURE

Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyber-attack, delay of supplier, or compliance with any law, rule, regulation, or government demand. If any such event occurs, the period for performing the particular obligations prevented by such event (other than your obligation to pay any Fees that may be due for your use of the Services) will be deemed extended by the length of time such event continues.

COMMUNICATIONS

Questions, complaints, or other communications regarding any aspect of these Terms of Use should be addressed to Freshstart Medical Management at info@freshstartmedical.com.

Questions regarding support for the Services should be addressed to Freshstart Medical Management at support@freshstartmedical.com or by using the Contact Us https://freshstartmedical.com/about-freshstart/#contactusform form on our website.

Privacy Policy

Freshstart Medical Management does not collect or maintain personal information that can be used to identify an individual (“Personally Identifiable Information”). Personally Identifiable Information may include names, addresses, telephone numbers, email addresses, birth dates, and similar types of information. Personally Identifiable Information may also include demographic information, employment information, financial information, and similar types of information.

Personally Identifiable Information may also include personal information that can be used to identify an individual in the healthcare context (“Protected Health Information”). Protected Health Information may include information about your health condition, your health history, healthcare documents, provision of healthcare services, and payment for healthcare services.

This Privacy Policy does not describe our practices regarding other types of information as we do not collect it. Nor does this Privacy Policy describe the practices of other companies with respect to your information. We do not control and are not responsible for the practices of such companies.

CHANGES TO PRIVACY POLICY

 

Freshstart Medical Management may modify this Privacy Policy, including any of the policies associated with this Privacy Policy, at any time, with or without notice. Any changes to this Privacy Policy will be effective immediately upon being posted. By continuing to use the Services after such changes are posted, you agree to such changes. If you do not agree to such changes, you may not continue to use the Services.

COLLECTION OF PERSONAL INFORMATION

We do not collect personal information but transfer you to our affiliate who may collect certain types of Personally Identifiable Information when you create or update your Account, or when we create an Account on your behalf, such as your name, address, and email address. We may collect certain types of Personally Identifiable Information when you use the Services, such email addresses and home addresses and your age. The purpose of colleting such information is to permit you to use the Services.

Providing your Personally Identifiable Information is entirely voluntary. If you do not wish to consent to the collection and use of your Personally Identifiable Information, you are not required to do so. However, if you do not consent to the collection and use of your Personally Identifiable Information, you will not be able to use the Services, and if you do not wish to provide certain types of information, your use of the Services may be adversely affected, and you may not receive certain communications.

COLLECTION OF OTHER TYPES OF INFORMATION

We may collect “aggregate data” when you use the Services. Aggregate data is data about your use of the Services. Aggregate data may include your computer’s IP address, referring website addresses, and the time you accessed the Website. This Privacy Policy does not limit our use of aggregate data since Personally Identifiable Information is not contained in such data or has been removed from such data. We may share aggregate data with third parties for various purposes, including to help us improve the Services and for marketing purposes.

We may also collect information about your use of the Services by using cookies pursuant to Freshstart Medical Management’s Cookies Policy, which is incorporated by reference into this Privacy Policy.

ACCESS TO PERSONAL INFORMATION

You may access or request access to the Personally Identifiable Information in your Account at any time through the Freshstart Medical Management platform or by sending a request to: support@freshstartmedical.com.

If you terminate your use of the Services, or is terminated,  you may request the information. Any request to access your Personally Identifiable Information must be made within thirty (30) days of termination. If you do not request such access within this time frame, or if your access to the Services is terminated due to your actual, attempted, threatened, or suspected violation of Freshstart Medical Management’s Terms of Use, Freshstart Medical Management will have no obligation to maintain such information, and such information may no longer be retrievable.

Freshstart Medical Management reserves the right to decline commercially unreasonable request to access the Personally Identifiable Information in your Account.

USE OF PERSONAL INFORMATION

Your privacy is important to us. Freshstart Medical Management actively seeks to maintain your privacy as set forth in this Privacy Policy. We will not sell, license, share, or disclose your Personally Identifiable Information, except as set forth in this Privacy Policy or with your consent, and we will use such information only as set forth in this policy.

Freshstart Medical Management may use your Personally Identifiable Information to permit you to use the Services and for related purposes, including to communicate with you about the Services and to facilitate the operation of Freshstart Medical Management’s business. For example, you may be sent we communications to confirm the creation of your Account, changes made to your Account, and purchases made through your Account; to provide you with information about the use of the Services; to respond to your requests for customer support; to respond to your questions, comments, or complaints; to request feedback about the Services; and to send you information about updates, improvements, and/or other modifications to Services and our policies.

You may opt-out of receiving some or all types of electronic communications when you create an Account, by modifying your Account preferences, or by sending a request to support@freshstartmedical.com. However, if you do not consent to the receipt of any types of communications, you will not be able to use the Services, and if you do not consent to the receipt of certain types of communications, you may not receive important communications and your use of the Services may be adversely affected.

DISCLOSURES OF PERSONAL INFORMATION

We may also disclose your Personally Identifiable Information to certain third parties under the following circumstances.

DISCLOSURES TO PRODUCT/SERVICE PROVIDERS

Freshstart Medical Management may disclose certain Personally Identifiable Information to product and/or service providers who assist us in providing Services. The Personally Identifiable Information disclosed to such companies will be limited to information sufficient to provide the Services, to support the Services, to enhance the Services, or to verify or supplement the information in your account.

We may also disclose certain Personally Identifiable Information to affiliated companies whose products or services may be used in connection with the Services.  The Personally Identifiable Information disclosed to such affiliated companies will be limited to information sufficient to contact you electronically about their services and will be used only for the purpose of providing you with information about such services.  Your Personally Identifiable Information will not be sold to such affiliated companies.  You may opt-out of the disclosure of your Personally Identifiable Information to such affiliated companies at any time by contacting us at support@freshstartmedical.com.

DISCLOSURES TO OTHER ENTITIES

Freshstart Medical Management may disclose Personally Identifiable Information to third parties: (a) to comply with a valid legal demands for such information; (b) to protect Freshstart Medical Management or any of its owners, directors, officers, employees, agents, customers, or anyone else; (c) to enable Freshstart Medical Management to investigate actual, attempted, threatened, or suspected violations of our Terms of Use or other agreements, or to enforce our Terms of Use or other agreements; or (d) pursuant to any acquisition, merger, or sale of all or substantially all of our business (“Change of Control”). In the event that Personally Identifiable Information is disclosed to a third party pursuant to a Change of Control, you will receive notice of the transfer.

GOVERNMENT DISCLOSURES

The disclosure of Personally Identifiable Information to third parties to comply with valid legal demands for such information is governed by Freshstart Medical Management’s Government Disclosures Policy.

DESTRUCTION OF PERSONAL INFORMATION

This Privacy Policy does not require us to destroy any Personally Identifiable Information, unless you request its destruction, and unless otherwise provided in this Privacy Policy.

SECURITY

Freshstart Medical Management and the third-party product/service providers who assist Freshstart Medical Management in processing Personally Identifiable Information take reasonable steps to prevent destruction, alteration, disclosure, misuse, and unauthorized access to your Personally Identifiable Information.

Sensitive information, including your login information, is protected through encryption during transmission over the Internet. Servers and other devices used for processing your information at Freshstart Medical Management and third-party vendors are kept in controlled environments where access to your information is limited to authorized persons.

Freshstart Medical Management’s security policies and practices comply with HITRUST, ISO 270001, and PCI-DSS standards, and we are certified as compliant by the governing bodies for each of those standards.

CONFIDENTIALITY OF COMMUNICATIONS

You agree that, aside from any Personally Identifiable Information contained in your communications with Freshstart Medical Management, your communications with Freshstart Medical Management are not confidential. Such communications, including any communications containing any ideas, concepts, or suggestions regarding the Services, improvements to the Services, or new Services, may be used by Freshstart Medical Management for any purpose.

CHILDREN

We do not knowingly collect personally identifiable information from children under the age of 18 without parental consent. If we learn that we have collected the personally identifiable information of a child under the age of 18 without parental consent, we will take steps to delete the information as soon as possible.

CALIFORNIA USERS

If you reside in California, Freshstart Medical Management’s collection and use of your Personally Identifiable Information is subject to the California Consumer Privacy Act (“CCPA”). Under the CCPA, you may ask us what information we have about you (which we note is set forth above), you may ask us what we do with that information (which we note is set forth above), and you may request that we not sell your information (which we do not as stated above) by contacting us at the below email address. In addition, you may request that we delete any information we have about you by contacting us at the below email address. We may not discriminate against you in any way for exercising any of the above rights. This section of our Privacy Policy supplements our CCPA Collection Notice, which contains additional information for California residents regarding their rights under the California Consumer Protection Act, and which is incorporated by reference into this Privacy Policy.

INTERNATIONAL USERS

If you reside in the European Union or another jurisdiction that has adopted the EU’s General Data Protection Regulation (“GDPR”), Freshstart Medical Management’s collection and use of your Personally Identifiable Information is subject to the GDRP. Freshstart Medical Management’s obligations under the GDPR are set forth in the Freshstart Medical Management’s GDPR Policy, which is incorporated by reference into this Privacy Policy.

COMMUNICATIONS

Questions, complaints, or other communications regarding any aspect of these Privacy Policy should be addressed to Freshstart Medical Management at info@freshstartmedical.com.

Questions, complaints, and other communications regarding any aspect of Freshstart Medical Management’s GDPR Policy should be addressed to Freshstart Medical Management as set forth in our GDPR Policy.

 

CCPA Collection Notice

Last Updated: September 10, 2020

This CCPA Collection Notice (“Collection Notice”) applies to California residents and provides information about the categories of Personally Identifiable Information that we collect from California residents, the purposes for which we use the information, the sources of the information, and the categories of third parties to whom we disclose the information for business purposes as required by the California Consumer Privacy Act (“CCPA”). This Collection Notice supplements our Privacy Policy, which contains additional information for California residents regarding their rights under the CCPA, and which is incorporated by reference into our Privacy Policy.

TYPES OF PERSONAL INFORMATION COLLECTED

We will not sell, license, share, or disclose your Personally Identifiable Information, except as set forth in this Collection Notice and our Privacy Policy, or with your consent, and we will use such information only as set forth this Collection Notice or our Privacy Policy.

Personally Identifiable Information may include names, addresses, telephone numbers, email addresses, birth dates, and similar types of information.  Personally Identifiable Information may also include demographic information, employment information, financial information, and similar types of information.  Personally identifiable information may also include biometric information about you, such as fingerprint, face, or temperature scans.

USE OF PERSONAL INFORMATION OF COLLECTED

We may use your Personally Identifiable Information to provide the Services and for related purposes, including to communicate with you about the Services and to facilitate the operation of our business.

DO NOT SELL MY PERSONAL INFORMATION

Under the CCPA, a business does not “sell” Personally Identifiable Information when a consumer uses or directs the business to intentionally disclose the information. Thus, when you use the Service for the purpose of intentionally disclosing your Personally Identifiable Information to the entity on whose behalf the Services are provided, we are not selling your Personally Identifiable Information for purposes of the CCPA. If you believe that disclosing your Personally Identifiable Information to such entity constitutes selling the Services, you may request that we not sell your information by contacting us at info@freshstartmedical.com. However, using your Personally Identifiable Information is necessary to provide the Services, and if you indicate that you do not want us to use your Personally Identifiable Information to provide such Services, you will not be able to use the Services.

SOURCES OF PERSONAL INFORMATION COLLECTED

The sources of the Personally Identifiable Information we collect are you and/or the entity on whose behalf the Services are provided.

DISCLOSURE OF PERSONAL INFORMATION COLLECTED

We may disclose certain Personally Identifiable Information to product and/or service providers who assist us in providing Services.  The Personally Identifiable Information disclosed to such companies will be limited to information sufficient to provide the Services, to support the Services, to enhance the Services, or to verify or supplement the information in your account.

We may disclose Personally Identifiable Information to third parties: (a) to comply with a valid legal demands for such information; (b) to protect our company or any of its owners, directors, officers, employees, agents, customers, or anyone else; (c) to enable us to investigate actual, attempted, threatened, or suspected violations of our Terms of Use or other agreements, or to enforce our Terms of Use or other agreements; or (d) pursuant to any acquisition, merger, or sale of all or substantially all of our business.

The disclosure of Personally Identifiable Information to third parties to comply with valid legal demands for such information is governed by our Government Disclosures Policy.

 

Cookies Policy

Last Updated: September 10, 2020

This Cookies Policy governs our use of cookies in providing the Services and is incorporated by reference into Freshstart Medical Management’s Privacy Policy.

 

The capitalized terms that appear in this Cookies Policy have the same meanings as in Freshstart Medical Management’s Terms of Use and Privacy Policy, unless they are defined in this policy.

By using the Services, you agree to this Cookies Policy. IF YOU DO NOT AGREE TO THIS COOKIES POLICY, YOU MAY NOT USE THE SERVICES.

Cookies are small packets of data that are sent by websites to a user’s computer, which are stored on the user’s computer, and that are later accessed by the websites. We may use cookies to record your preferences in using the Services, to enable you to purchase the Services, to personalize your use of the Services, and for similar purposes designed to improve your use of the Services. We use cookies only as necessary to improve your use of the Services, and we do not use cookies to collect your Personally Identifiable Information.

Freshstart Medical Management’s Privacy Policy does not limit our use of cookies because the cookies used in connection with the Services do not collect your Personally Identifiable Information.

You may disable our ability to use cookies in connection with your use of the Services by changing the relevant setting of your computer’s web browser or your mobile device’s operating system. However, cookies are used throughout the Services, and disabling them may prevent you from using certain aspects of the Services.

Questions, complaints, or other communications regarding any aspect of this Cookies Policy should be directed to CERTIFY at info@freshstartmedical.com.

 

Developer Terms of Use

Last Updated: September 10, 2020

These Developer Terms of Use constitute a contract by and between Freshstart Medical Management Inc. (“Freshstart Medical Management”) and any software developer (“Developer” or “you”) (each a “Party” and collectively the “Parties”) who uses Freshstart Medical Management’s software development tools (“Developer Tools”) to integrate the Freshstart Medical Management platform into Developer’s products and/or services (“Products and/or Services”). This Agreement governs Developer’s use of the Developer Tools and is effective when the tools are delivered to you (“Effective Date”).

The capitalized terms that appear in these Developer Terms of Use have the meanings as in Freshstart Medical Management’s Terms of Use, unless they are defined in these Developer Terms of Use.

By using the Developer Tools, you agree to be bound by these Developer Terms of Use. IF YOU DO NOT AGREE TO THESE DEVELOPER TERMS OF USE, YOU MAY NOT USE THE DEVELOPER TOOLS.

If you are agreeing to these Developer Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Developer Terms of Use. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE DEVELOPER TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE DEVELOPER TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE DEVELOPER TOOLS.

 

Freshstart Medical Management may modify these Developer Terms of Use at any time, with or without notice. Any changes to these Terms of Use will be effective immediately upon being posted. By continuing to use the Services after such changes are posted, you agree to such changes. IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE DEVELOPER TOOLS.

DEVELOPER TOOLS

The Developer Tools, if provided may include Freshstart Medical Management’s software development kits (SDKs), application programming interfaces (“APIs”), programs, utilities, plug-ins, sample code, and other tools, as well as any documentation relating to such tools.

Freshstart Medical Management may modify the current version of the Developer Tools, replace the current version of the Developer Tools with a new version, discontinue support for any previous version of the Developer Tools, and impose conditions on your use of the Developer Tools (or any feature of the Developer Tools) at any time. Freshstart Medical Management will make reasonable efforts to notify you of any such actions, but we are not required to provide such notification.

LICENSE

To enable you to use the Developer Tools, Freshstart Medical Management grants you a non-exclusive, non-assignable, non-sublicensable, revocable license to use the Developer Tools (“License”), subject to your compliance with these Developer Terms of Use.

You agree that the License does not grant you any other rights in the Developer Tools, and does not include any right to copy, disclose, distribute, modify, assign, or sublicense the Developer Tools, including to any person or entity related to you in any way, or otherwise to use the Developer Tools in any way outside the scope of this Agreement. Nor does the License include any right to make derivative works based on the Developer Tools. Nor does the License include any right to use the Developer Tools after the termination of the License for any reason. Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Developer Tools, unless the Parties otherwise agree in writing.

TERM

The term of the License starts on the Effective Date and ends when the License is terminated by Freshstart Medical Management or you.

TERMINATION

Either Party may terminate these Developer Terms of Use at any time, with or without notice, and for any reason.

SUSPENSION

Freshstart Medical Management may suspend your License to use the Developer Tools at any time, without or with notice, and for any reasons, including any non-compliance with these Developer Terms of Use.

USE OF DEVELOPER TOOLS

 

You agree that you will only use the Developer Tools in accordance with these Developer Terms of Use.

You agree that you will only use the Developer Tools in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Developer Tools to enable any illegal or improper activity.

You agree that you are responsible for any use or misuse of the Developer Tools by your employees, contractors, and agents.

You agree that you will only access the Developer Tools in accordance with the instructions and other requirements specified in the documentation for such tools, or as otherwise specified by Freshstart Medical Management from time to time.

You agree that your use of the Developer Tools may be subject to certain limitations as set forth in the documentation for the tools and elsewhere, and that you will not circumvent or attempt to circumvent such limitations. You agree that, if Freshstart Medical Management assigns you developer credentials of any kind, you will use them with the Developer Tools, and that you will not circumvent or attempt to circumvent the use of such credentials. If Freshstart Medical Management believes that you have circumvented or attempted to circumvent such limitations or the use of such credentials, your right to use the Developer Tools may be temporarily or permanently revoked.

You agree that you will not license, assign, distribute, or otherwise provide the Developer Tools to any third party without Freshstart Medical Management’s prior written consent.

USE OF PRODUCTS AND/OR SERVICES

You agree that you are solely responsible for the Products and/or Services and that Freshstart Medical Management has no responsibility for such Products and/or Services. Notwithstanding, you agree to the following provisions regarding your use of the Products and/or Services given your use of the Developer Tools to integrate the Freshstart Medical Management platform into the Products and/or Services.

You agree that you will only use the Products and/or Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Products and/or Services to enable any illegal or improper activity.

You agree that you are responsible for any use or misuse of the Products and/or Services by your employees, contractors, and agents.

You agree that the Products and/or Services will at all times remain compliant with relevant industry standards, and that at our request, you will provide us with documentation evidencing your compliance with such standards.

You agree that, if the Products and/or Services include the use of the Freshstart Medical Management platform and are provided to the Developer’s customers for a fee, the fees you charge for the Products and/or Services as a whole and for the platform will be identified separately.

USE OF TRADEMARKS

 

Developer may use Freshstart Medical Management’s trademarks to indicate that the Freshstart Medical Management platform is integrated or being integrated into the Products and/or Services. Freshstart Medical Management may use Developer’s trademarks for the same purpose. The Parties may not use each other’s trademarks for any other purposes and will use the trademarks only to the extent necessary to fulfil the above purposes.

Freshstart Medical Management may limit or revoke your ability to use Freshstart Medical Management’s trademarks at any time.

Freshstart Medical Management may change its trademarks from time to time, and in the event, this occurs, you will use Freshstart Medical Management’s then-current versions of the marks.

PUBLICITY

The Parties may publicize that the Freshstart Medical Management platform is integrated or being integrated into the Products and/or Services, including on their websites, in press releases, and the like. Developer may not make any other public statements regarding its relationship with Freshstart Medical Management, unless the Parties otherwise agree in writing.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship. Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”). The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties. Confidential Information includes information in the above categories: (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement. Confidential Information does not include information: (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to: (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing. The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information. Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that Freshstart Medical Management does not wish to receive any Confidential Information that is not necessary for Freshstart Medical Management to perform its obligations under this Agreement, and unless the Parties otherwise agree in writing, Freshstart Medical Management will not treat such information as confidential.

INTELLECTUAL PROPERTY

You agree that Freshstart Medical Management owns all right, title, and interest in and to the Developer Tools and the Products and/or Services, including all Intellectual Property associated with the Developer Tools and the Products and/or Services, and you agree not to do anything inconsistent with such ownership. No license or other right in such Intellectual Property is granted by these Developer Terms of Use, except as expressly provided in these Developer Terms of Use.

Freshstart Medical Management agrees that Developer owns all right, title, and interest in and to Developer’s Products and/or Services, including all intellectual property associated with the Products and/or Services.

The Parties agree that, if they jointly develop any products and/or services, they will enter into good faith negotiations regarding the ownership of any Intellectual Property that may be associated with such products and/or services according to their respective contributions to the products and/or services.

If Developer provides Freshstart Medical Management with any comments or suggestions concerning the Developer Tools and/or the Services, Developer agrees that Freshstart Medical Management owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to Developer.

DISCLAIMERS

THE DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, Freshstart Medical Management SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Freshstart Medical Management DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF THIRD-PARTY VIRUSES OR OTHER MALICIOUS CODE.

Freshstart Medical Management DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR THE PRODUCTS AND/OR SERVICES, WHETHER OR NOT THE Freshstart Medical Management PLATFORM HAS BEEN INTEGRATED INTO THE PRODUCTS AND/OR SERVICES, OR FOR ANY PRODUCTS AND/OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY.

LIMITATIONS ON LIABILITY

YOU AGREE THAT Freshstart Medical Management WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY THE DEVELOPER TOOLS, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW, ARISING FROM OR RELATED TO YOUR USE OF THE DEVELOPER TOOLS, YOUR INABILITY TO USE THE DEVELOPER TOOLS, OR THE UNAVAILABILITY OF THE DEVELOPER TOOLS. NOR WILL Freshstart Medical Management BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY ERRORS, MISTAKES, OR INACCURACIES IN THE DEVELOPER TOOLS. NOR WILL Freshstart Medical Management BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS.

YOU FURTHER AGREE THAT IN NO EVENT WILL Freshstart Medical Management BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER Freshstart Medical Management HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR YOUR DISSATISFACTION WITH THE DEVELOPER TOOLS IS TO STOP USING THE DEVELOPER TOOLS.

INDEMNIFICATION

You agree to indemnify and hold harmless Freshstart Medical Management and its affiliates, and their directors, officers, employees, and agents against all claims by third parties resulting in any liabilities, judgments, awards, or costs (including legal fees and expenses) arising from or related to your misuse of the Developer Tools.

GENERAL

DISPUTE RESOLUTION

The Parties will attempt, promptly and in good faith, to resolve any dispute they may have regarding any issue. If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.

The Parties agree that such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.

GOVERNING LAW AND JURISDICTION

 

The Parties agree that any such proceedings will be governed by the laws of the State of Florida and will be brought in state court in Broward County, Florida, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Developer Terms of Use may be brought in federal court in the State of Maryland. The Parties expressly waive any objection to personal jurisdiction and venue in these forums.

INJUNCTIVE RELIEF

You agree that your actual, attempted, or threatened violation of these Developer Terms of Use will cause irreparable harm to Freshstart Medical Management for which there is no adequate remedy at law and that Freshstart Medical Management may seek any injunctive or equitable relief it deems appropriate in such circumstances. These remedies are in addition to any other remedies Freshstart Medical Management may have at law or in equity.

JURY TRIAL

You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.

ATTORNEYS’ FEES AND COSTS

You agree that, in the event Freshstart Medical Management prevails in any legal proceeding arising from or related to your use of the Services, or any actual, attempted, or threatened violation of these Developer Terms of Use, Freshstart Medical Management will be awarded its attorneys’ fees and costs in addition to any other relief to which Freshstart Medical Management is entitled.

ENTIRE AGREEMENT

These Developer Terms of Use constitute the entire agreement between Freshstart Medical Management and you regarding the Services and may not be modified in any way, unless the Parties otherwise agree in writing.

SEVERABILITY

You agree that, if a court holds any portion of these Developer Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible, and the remainder of these Developer Terms of Use will be enforceable as written.

WAIVER

You agree that Freshstart Medical Management’s failure to insist upon or enforce strict performance of any of the provisions of these Developer Terms of Use or to exercise any rights or remedies under these Developer Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.

ASSIGNMENT

Freshstart Medical Management may assign, transfer, or otherwise dispose of its rights and obligations under these Developer Terms of Use, in whole or in part, at any time, with or without notice. You may not assign, transfer, or otherwise dispose of your rights and obligations under these Developer Terms of Use without Freshstart Medical Management’s prior written consent.

COMMUNICATIONS

Questions, complaints, or other communications regarding any aspect of these Developer Terms of Use should be addressed to Freshstart Medical Management at info@freshstartmedical.com.

E-Business Policy

Last Updated: September 10, 2020

This E-Business Policy governs the use of electronic signatures and other electronic indications of the Parties’ consent and is incorporated by reference into Freshstart Medical Management’s Terms of Use.

The capitalized terms that appear in this E-Business Policy have the same meanings as in Freshstart Medical Management’s Terms of Use and Privacy Policy, unless they are defined in this policy.

By using the Services, you agree to this E-Business Policy. IF YOU DO NOT AGREE TO THIS E-BUSINESS POLICY, YOU MAY NOT USE THE SERVICES.

CERTIFY may need to obtain your electronic signature or some other electronic indication of your consent in certain circumstances. For example, your signature may be needed when you sign an agreement to use the Services, or you may need to provide some other electronic indication of your consent, such as clicking on a checkbox or an icon, when you signed up to use the Services, create an Account to use the Services, pay the Fees for the use of the Services, or indicate that you wish to receive or not receive certain communications. You agree that your electronic signature or other electronic indication of your consent is valid and binding in such circumstances.

Questions, complaints, and other communications regarding any aspect of this E-Business Policy should be directed to CERTIFY at info@freshstartmedical.com.

GDPR Policy

Last Updated: September 10, 2020

This GDPR Policy governs Freshstart Medical Management’s collection and use (“Processing”) of the Personally Identifiable Information of persons residing in the European Union and other jurisdictions that have adopted the EU’s Data Protection Regulation (“GDPR”) and is incorporated by reference into Freshstart Medical Management’s Privacy Policy.

The capitalized terms that appear in this GDPR Policy have the same meanings as in Freshstart Medical Management’s Terms of Use and Privacy Policy, unless they are defined in this policy. The capitalized terms that are defined in this policy have the same meanings as in the GDPR. Please click here [http://data.europa.eu/eli/reg/2016/679/2016-05-04] for the text of the GDPR.

By using the Services, you agree to this GDPR Policy. IF YOU DO NOT AGREE TO THIS GDPR POLICY, YOU MAY NOT USE THE SERVICES.

SCOPE OF POLICY

This GDPR Policy protects the Personally Identifiable Information of residents of countries that have adopted the GDPR (“Data Subjects”).

When Processing the Personally Identifiable Information of such persons, Freshstart Medical Management will abide by the requirements of the GDPR, whether we are considered an entity that determines the purposes and means of the Processing of Data Subjects’ Personally Identifiable Information (“Data Controller”) and/or an entity that process the information (“Data Processor”).

When Processing the Personally Identifiable Information of the customers of an entity, the entity agrees that it will have the responsibilities of the Data Controller and that Freshstart Medical Management will have the responsibilities of the Data Processor under the GDPR. Thus, the entity agrees that it will be responsible for its customers’ information, and that Freshstart Medical Management will not have any responsibilities for the information, except in connection with the processing of the information.

When processing the Personally Identifiable Information of the customers of an entity, the entity may require that Freshstart Medical Management use certain third-party Data Processors to provide the Services. In such situations, the entity agrees that it authorizes Freshstart Medical Management to share its customers’ data with such third-Party Data Processors. The entity also agrees that it will be responsible for providing any and all instructions to such third-party Data Processors regarding its customers’ information. The entity agrees that the third-party Data Processors will not be considered subcontractors of Freshstart Medical Management.

CONSENT TO PROCESSING

Data Subjects who create an Account to use the Services or sign a separate agreement to use the Services will be asked to affirmatively consent to the Processing of their Personally Identifiable Information and the receipt of electronic communications pursuant to Freshstart Medical Management’s Privacy Policy. Data Subjects are not required to provide their consent. However, if Data Subjects do not consent to the Processing of their Personally Identifiable Information, they will not be able to use the Services, and if they do not wish to provide certain types of information, their use of the Services may be adversely affected, and they may not receive certain communications.

PURPOSE OF PROCESSING

The purpose of Processing Data Subjects’ Personally Identifiable Information is to provide the Services set forth on our website.

LEGAL BASIS FOR PROCESSING

The legal bases for the Processing of Data Subjects’ Personally Identifiable Information may include one or more of the following:

The Data Subject’s consent, which may be provided when the Data Subject creates an Account to use the Services.

Entry into a separate agreement with Freshstart Medical Management requiring the collection and use of such information.

Freshstart Medical Management’s legal obligations (other than its contractual obligations to the Data Subject), such as when Freshstart Medical Management is required to respond to governmental demands for such information.

Freshstart Medical Management’s legitimate interest in collecting and using such information, such as when we use the Data Subject’s information to improve the Services.

RIGHTS OF DATA SUBJECTS

Data Subjects have the following rights under the GDPR.

The right to be informed about Freshstart Medical Management’s policies regarding their Personally Identifiable Information, including with respect to the purposes of Processing the information, the legal basis for the Processing, the recipients of the information, where the Processing of the information takes place, and contacting Freshstart Medical Management.

The right to access their information.

The right to the correction of their information.

The right to the deletion of their information (i.e., the “right to be forgotten”), including if the information is no longer required for the purpose for which it was collected, if they withdraw their consent for the Processing of their information, if they request the deletion of their information, and if the Processing of the information has been unlawful.

The right to restrict the Processing of their information, including if they contest the accuracy of the information or if the Processing of the information is unlawful.

The right to receive a copy of the information that they provided to Freshstart Medical Management in a structured, commonly used, and machine-readable format and to transmit the information to another entity.

The right to object to the Processing of their information, including if the legal bases for the Processing no longer apply, or if the information is used for direct marketing purposes or profiling related to direct marketing purposes.

The right not to be subject to decisions based solely on automated decision–making processes.

To exercise any of these rights, Data Subjects may contact Freshstart Medical Management as provided below.

DATA PROCESSING

Freshstart Medical Management may process Data Subjects’ Personally Identifiable Information or use third–party Data Processors to process such information. Freshstart Medical Management operates internationally, and such information may be processed in the United Sates or the European Union. Freshstart Medical Management’s servers are located in the United Sates, and the servers of third-party Data Processors may be located in the United States or the European Union.

When we process Data Subjects’ Personally Identifiable Information, whether the information is processed in the United States or the European Union, we will take commercially reasonable steps to safeguard the privacy of the information. This includes following the security policies and procedures set forth in Freshstart Medical Management’s Privacy Policy and/or obtaining reasonable commitments from third-party Data Processors regarding the protection of such information.

 

When we process the Personally Identifiable Information of the customers of an entity, we will provide such entities with copies of our security policies regarding the processing of such information upon request.

DATA TRANSFERS

When Data Subjects’ Personally Identifiable Information is transferred outside of the European Union, we will use standard contractual clauses approved by the European Union, adopt other means under European Union law for ensuring adequate safeguards regarding the disclosure of such information, or obtain your consent to the use or disclosure of such information. If Data Subjects would like a copy of our standard contractual clauses or more information on the appropriate safeguards, we have implemented with third Data Processors to protect their information, please contact Freshstart Medical Management as provided below.

COMMUNICATIONS

Questions, complaints, and other communications regarding any aspect of this GDPR Policy should be addressed to Freshstart Medical Management at info@freshstartmedical.com.

 

Data Subjects who wish to direct their questions, complaints, or other communications to the person at Freshstart Medical Management who monitors compliance with the GDPR (“Data Protection Officer”), including with regard to all issues related to the Processing of their Personally Identifiable Information and the exercise of their rights under the GDPR, should contact Freshstart Medical Management as follows. Data Subjects who are not satisfied with the Data Protection Officer’s responses and who wish to obtain the contact information of the entity authorized to act on Freshstart Medical Management’s behalf in the European Union (“Representative”), or the entities responsible for overseeing compliance with the GDPR in the countries where Freshstart Medical Management provides the Services (“Supervisory Authority”), should also contact Freshstart Medical Management as follows.

Freshstart Medical Management Inc.

info@freshstartmedical.com

603 S. Governor Williams Hwy.

Darlington, SC 29532

 

Government Disclosures Policy

Last Updated: September 10, 2020

This Government Disclosures Policy governs the compelled disclosure of your Personally Identifiable Information pursuant to valid governmental demands for such information, such as court orders, search warrants, subpoenas (including investigative, criminal, and civil subpoenas), and similar demands, and is incorporated by reference into Freshstart Medical Management’s Privacy Policy.

The capitalized terms that appear in this Government Disclosures Policy have the same meanings as in Freshstart Medical Management’s Terms of Use and Privacy Policy, unless they are defined in this policy.

 

By using the Services, you agree to this Government Disclosures Policy. IF YOU DO NOT AGREE TO THIS GOVERNMENT DISCLOSURES POLICY, YOU MAY NOT USE THE SERVICES.

Upon receipt of legal demands for your information, we will investigate the demands, and if we determine in our sole discretion that they are valid, we will search for and disclose the information that is specified and that we are reasonably able to locate and provide. We are unable to process overly broad or vague demands, and we will not disclose information that is not specifically demanded, except in response to follow-up demands.

We may contact you if we are compelled to disclose your information pursuant to valid legal demands for such information, but we are not required to do so, and in some instances, we may be legally prohibited from doing so.

The following limitations on liability are in addition to the limitations on liability set forth in Freshstart Medical Management’s Terms of Use. If there is any conflict between those limitations and the below limitations, the below limitations will control, and the remaining limitations will continue in full force and effect.

YOU AGREE THAT CERTIFY WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DAMAGES OF ANY TYPE IF WE ARE COMPELLED TO DISCLOSE ANY OF YOUR INFORMATION PURSUANT TO VALID LEGAL DEMANDS FOR SUCH INFORMATION.

Questions, complaints, and other communications regarding any aspect of this Government Disclosures Policy, including third-party demands for Personally Identifiable Information, should be directed to CERTIFY at legal@freshstartmedical.com.

Hardware Policy

Last Updated: September 10, 2020

This Hardware Policy applies to all products purchased through Freshstart Medical Management (“Products”), including through our website or sales representatives, and is incorporated by reference into Freshstart Medical Management’s Terms of Use. Such Products may include such as biometric readers, hardware tokens, and other hardware used in connection with the Services.

The capitalized terms that appear in this policy have the same meanings as in Freshstart Medical Management’s Terms of Use, unless they are defined in this policy.

By purchasing the Products, you agree to this Hardware Policy. IF YOU DO NOT AGREE TO THE THIS HARDWARE POLICY, YOU MAY NOT USE THE SERVICES.

USE OF PRODUCTS

Your use of the Products is governed by Freshstart Medical Management’s Terms of Use.

RETURN/REPLACEMENT OF DEFECTIVE PRODUCTS

 

You may return defective Products purchased through Freshstart Medical Management and receive replacement Products pursuant to the following Limited Warranty.

LIMITED WARRANTY

Freshstart Medical Management warrants the Products against defects in materials and workmanship under normal use for a period of six (6) months from the date the Products are delivered to you.

Freshstart Medical Management will replace defective Products at no cost to you, so long as you return the defective Products pursuant to the below Return Authorizations provisions.

Freshstart Medical Management reserves the right to inspect all returned Products to determine whether they are defective or whether they are not working properly for any of the reasons set forth in the Exclusions section of this Hardware Policy. The final determination of whether returned Products are defective or not working properly for any of the reasons set forth in the Exclusions section of this Hardware Policy is solely within Freshstart Medical Management’s discretion.

This Limited Warranty cannot be modified in any way. No Freshstart Medical Management employee, reseller, or another other person is authorized to extend or otherwise modify this Limited Warranty in any way.

RETURN AUTHORIZATIONS

To return defective Products to Freshstart Medical Management, you must first obtain an RA Number. To obtain an RA number:

Please contact the party from whom you purchased the Products.

If you purchased the Products directly from Freshstart Medical Management, or if you cannot locate the distributor or reseller whom you purchased the Products, please email Freshstart Medical Management at team@freshstartmedical.com to start a validation of your warranty claim.

If you are instructed to return your Product under the terms of your warranty and are issued an RA Number:

Please return the Products with your RA number, proof of purchase, and information regarding the defects in the Products.

Please return the Products in accordance with any instructions provided by Freshstart Medical Management or the distributor or reseller from whom you obtained the Products.

Please return the Products freight and insurance prepaid.

All Products must be returned with an RA Number and proof of purchase to ensure proper tracking and handling of the Products. If you do not have an RA number or proof of purchase, Freshstart Medical Management reserves the right to refuse receipt of returned Products.

EXCLUSIONS

This Limited Warranty does not apply if you lose the Products; if you break the Products, including by accident; if you have misused, repaired, or altered the Products in any way; or if any damage to the Products is caused by events beyond our control, such as fire damage, flood damage, storm damage, power surges, and the like (“force majeure”); and similar causes.

This Limited Warranty does not apply outside the warranty period set forth in this Hardware Policy. If you encounter any defects in the Products outside the warranty period, you must contact the manufacturer of the Products to determine if any additional warranty applies.

This Limited Warranty does not apply to any Freshstart Medical Management software or other software, even if provided with the Products. Nor does this Limited Warranty apply to any accessories, replacement parts, or consumable products used in connection with the Products, including batteries, even if provided with the Products.

This Limited Warranty does not apply to any products you purchase from a third party. Any products you purchase from a third party are subject to the warranties of the third party.

This Limited Warranty is only available to original purchasers of the Products. This warranty is not available if you sell or transfer the Products to anyone else.

RETURN/REPLACEMENT OF OTHER PRODUCTS

You may return and receive replacements for any Products that are not working properly for any of the reasons set forth in the Exclusions section of this Hardware Policy at the manufacturer’s MSRP or at cost, whichever is lower, plus 10%.

DISCLAIMERS

The following disclaimers are in addition to the disclaimers set forth in Freshstart Medical Management’s Terms of Use. If there is any conflict between those disclaimers and the below disclaimers, the below disclaimers will control, and the remaining disclaimers will continue in full force and effect.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED WARRANTY IS PROVIDED IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS. Freshstart Medical Management DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT. Freshstart Medical Management ALSO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, THAT THE PRODUCTS ARE FREE OF HIDDEN OR LATENT DEFECTS. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED, Freshstart Medical Management LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION AND REMEDIES OF THIS LIMITED WARRANTY.

LIMITATIONS ON LIABILITY

The following limitations on liability are in addition to the limitations on liability set forth in Freshstart Medical Management’s Terms of Use. If there is any conflict between those limitations and the below limitations, the below limitations will control, and the remaining limitations will continue in full force and effect.

YOU AGREE THAT Freshstart Medical Management WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY THE PRODUCTS, INCLUDING ANY PERSONAL INJURIES ALLEGEDLY CAUSED BY THE PRODUCTS. YOU FURTHER AGREE THAT REPLACEMENT OF DEFECTIVE PRODUCTS IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY.

COMMUNICATIONS

Questions, complaints, and other communications regarding the operation of the Products or defects in the Products should be directed to Freshstart Medical Management at support@freshstartmedical.com.

Questions, complaints, and other communications regarding any other aspect of this Hardware Policy should be directed to Freshstart Medical Management at info@freshstartmedical.com.

Business Associate Agreement

Last Updated: September 10, 2020

This Business Associate Agreement (“Agreement”) constitutes a contract by and between Freshstart Medical Management Inc. (“Freshstart Medical Management” or “Business Associate”) and any health care provider, health plan, or health care clearinghouse (“Covered Entity”) (each a “Party” and collectively the “Parties”) who signs up to use CERTIFY’s Services through our Website, who signs a separate agreement regarding the Services, or who provides Freshstart Medical Management with any protected health information (“PHI”) for any purpose. This Agreement governs Business Associate’s processing, storage, and/or use of any PHI provided to Business Associate by Covered Entity, unless the Parties sign a separate Business Associate Agreement, and is effective as of the date the Covered Entity signs up to use CERTIFY’s Services or signs a separate agreement to use the Services (“Effective Date”). If the Parties sign a separate Business Associate Agreement, the separate agreement will control.

The capitalized terms that appear in this Agreement have the same meanings as in Freshstart Medical Management’s Terms of Use, unless they are defined in this Agreement. The capitalized terms that are defined in this Agreement have the same meanings as used in the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and any regulations relating to those acts (“HIPAA Rules”). Please click here [www.hhs.gov/hipaa] for the text of these laws and regulations.

1.OBLIGATIONS OF BUSINESS ASSOCIATE

Prohibited Use and Disclosure. Business Associate will not use or disclose PHI in any manner that is not permitted by this Agreement, or a related agreement, or as required by law.

Required Safeguards to Protect PHI. Business Associate will use appropriate safeguards, and comply with the HIPAA Rules (specifically, the Security Rule, 45 C.F.R. Part 164, Subpart C) with respect to electronic PHI, to prevent the use or disclosure of PHI other than as provided by this Agreement.

Reporting to Covered Entity. Business Associate will immediately report to Covered Entity any use or disclosure of PHI not provided for by this Agreement, including any breach of unsecured PHI, as required by the HIPAA Rules (specifically, the Breach Notification Rule, 45 C.F.R. Part 164, Subpart D).

Agreements with Subcontractors. Business Associate will enter into an agreement with any subcontractor of Business Associate that creates, receives, maintains, or transmits PHI on behalf of Business Associate, as required by the HIPAA Rules (specifically, 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2)). The agreement will require the subcontractor to be bound by the same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI.

Access to PHI. Covered Entity may provide PHI to Business Associate by any means, including on disk or other media, via bulk uploads or FTP transfers, or by giving Business Associate access to Covered Entity or third-party systems, and if such PHI cannot be directly uploaded to Business Associate’s systems, Business Associate may transport PHI to such systems using HL7, API, and/or screen-scraping technologies. Business Associate will make PHI about an individual in a designated record set available to Covered Entity upon request for so long as such information is maintained by Business Associate in the designated record set, as required by the HIPAA Rules (specifically, 45 C.F.R. § 164.524). Business Associate will make such PHI available to Covered Entity within 15 days in order to allow Covered Entity to meet its obligations under the HIPAA Rules.

Amendment of PHI. Business Associate will amend PHI or a record about the individual in a designated record set upon request by Covered Entity for so long as the PHI is maintained in the designated record set, as required by the HIPAA Rules (specifically, 45 C.F.R. § 164.526). Business Associate will amend such information within 15 days in order to allow Covered Entity to meet its obligations under the HIPAA Rules.

Documentation and Accounting of Disclosures. Business Associate will document and make available to Covered Entity the information required to provide an accounting of disclosures of PHI as necessary to permit Covered Entity to respond to a request for an accounting of such disclosures, as required by the HIPAA Rules (specifically, 45 C.F.R. § 164.528). Business Associate will make such information available to Covered Entity within 30 days in order to allow Covered Entity to meet its obligations under the HIPAA Rules.

Other Obligations. To the extent that Business Associate is to carry out one or more of Covered Entity’s obligations under the HIPAA Rules, Business Associate will comply with the requirements that apply to Covered Entity in the performance of such obligations, as required by the HIPAA Rules (specifically, the Privacy Rule, 45 C.F.R. Part 164, Subpart E).

Availability of Books and Records. Business Associate will make its internal practices, books, and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules.

De-Identification of PHI. Business Associate will not de-identify PHI unless otherwise permitted in writing by Covered Entity.

2.PERMISSIBLE USE AND DISCLOSURE OF PHI

Ownership of PHI. Business Associate agrees that it does not own any PHI provided to Business Associate by Covered Entity, and does not have any rights in such PHI, except the limited right to use and disclose the PHI as provided by this Agreement.

Permissible Use of PHI. Business Associate may use or disclose PHI only as permitted by this Agreement or a related agreement, or as required by law.

Permissible Disclosure of PHI. Business Associate may not use or disclose PHI in a manner that would violate the HIPAA Rules (specifically, the Privacy Rule, 45 C.F.R. Part 164, Subpart E) if done by Freshstart Medical Management, except that: (a) Business Associate may use PHI for its own proper management and administration, or to carry out its legal responsibilities; and (b) Business Associate may discloses PHI to a third party for its own proper management and administration, or to carry out its legal responsibilities, provided that: (i) the disclosures are required by law, or (ii) Business Associate obtains reasonable assurances from the third party that the PHI will remain confidential and will be used or further disclosed only as required by law or for the purposes for which it was disclosed to the third party, and that the third party will notify Business Associate of any instances in which the confidentiality of the PHI has been breached.

“Minimum Necessary” Requirement. Business Associate agrees that any use and disclosure or requests for PHI by Business Associate will be consistent with Covered Entity’s minimum necessary use and disclosure policies, except where such use or disclosure is required by law. Such policies require that use and disclosure of PHI be limited to persons who need access to the information to carry out their job duties, namely, persons involved in the development, implementation, and maintenance of Covered Entity’s software, and that such persons only use or disclose such PHI as necessary to carry out such duties, namely, patient biometrics and related information sufficient to identify the subject of the biometrics.

Data Aggregation Services. Business Associate may provide data aggregation services relating to the health care operations of Covered Entities.

3. TERM AND TERMINATION

Term. The term of this Agreement starts on the Effective Date and ends on the date that any related agreement between Covered Entity and Business Associate is terminated, or on the date that Covered Entity or Business Associate terminates this Agreement, as set forth below, whichever is sooner.

Termination. This Agreement may be terminated: (1) immediately if either Covered Entity or Business Associate determines that the other Party has violated its HIPAA obligations; or (2) at Covered Entity’s or Business Associate’s discretion if either Party has given the other Party a reasonable time to cure the breach or end the violation, and the other Party has not cured the breach or ended the violation within such time.

Obligations After Termination. Upon the termination of this Agreement for any reason, including the termination of any related agreement between Covered Entity and Business Associate, Business Associate will, at Covered Entity’s discretion, return or destroy all PHI received from Covered Entity that Business Associate maintains in any form. Business Associate will retain no copies of such PHI. This provision applies to all PHI in the possession of Business Associate and any subcontractors of Business Associate. The obligations of Business Associate under this section will survive the termination of this Agreement.

4.LIMITATIONS ON LIABILITY

THE PARTIES AGREE THAT THEY WILL NOT BE LIABLE TO EACH OTHER FOR ANY DAMAGES, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, ARISING FROM OR RELATED TO THIS AGREEMENT. THE PARTIES AGREE THAT THIS LIMITATION ON LIABILITY APPLIES TO ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.GENERAL

Governing Law and Jurisdiction. In the event of any legal proceedings arising from or related to this Agreement, any such proceedings will be governed by the laws of the State of Florida, without regard to any conflict of law rules, and applicable federal law. Any such proceedings initiated by Freshstart Medical Management will be brought in state or federal court in the jurisdiction where you are primarily located, and any such proceedings initiated by you will be brought in state court in Broward County, Florida or in federal court in the State of Maryland. The Parties expressly waive any challenges to personal jurisdiction and venue in any other forums.

Injunctive Relief. The Parties agree that their failure to meet their obligations under HIPAA, HITECH, and the HIPAA Rules may result in irreparable harm, and in such event, either Party will be entitled to institute proceedings in any court of competent jurisdiction to obtain injunctive relief.

Mitigation of Breach. Business Associate will cooperate with Covered Entity’s investigation, analysis, notification, and mitigation activities in the event of any use or disclosure of PHI not permitted by this Agreement. If Business Associate undertakes any notification or mitigation activities in connection with such unpermitted use or disclosure, Business Associate will bear the cost of such activities. If Covered Entity undertakes such activities at Business Associate’s request, or because Business Associate declines to undertake such activities, Business Associate will reimburse Covered Entity for the cost of such activities.

Compelled Disclosure of PHI. In the event Business Associate receives a court order, subpoena, or similar requirement to disclose PHI to a third party, Business Associate will promptly notify Covered Entity, and in any event, will provide Covered Entity with a copy of the requirement within five (5) days of receipt. Covered Entity will have the right to review Business Associate’s response, including the PHI to be disclosed, prior to transmittal to any third party.

Intended Beneficiaries. Business Associate agrees that any third-party Covered Entity that provides PHI to Covered Entity is an intended beneficiary of this Agreement and is entitled to the same rights as Covered Entity under this Agreement. No other persons or entities are intended beneficiaries of this Agreement.

Regulatory References. Any reference in this Agreement to HIPAA, HITECH, or the HIPAA Rules means the statutes or the regulations currently in effect.

Amendment. The parties will consider this Agreement to be amended as necessary to comply with the current versions of HIPAA, HITECH, and the HIPAA Rules.

Interpretation. Any ambiguity in this Agreement or conflict with a related agreement will be interpreted to permit compliance with HIPAA, HITECH, and the HIPAA Rules.