Terms and Conditions

EHR TERMS AND CONDITIONS The following Terms and Conditions govern a facility customer’s use of Securus Technologies, LLC’s EHR Application.  A facility customer is referred to in these Terms and Conditions as “Customer,” and Securus Technologies, LLC is referred to as “Provider.”

1. Description. The EHR Application is a HIPAA compliant, web-based software specifically developed to provide a comprehensive electronic records solution designed for the challenges of delivering quality medical care to incarcerated individuals with a robust suite of features, from initial intake assessments through MAR & TAR management.
2. Services. Provider agrees to provide Customer with access to the EHR Application to allow Customer to use the EHR Application for Customer’s internal business as described in Customer’s Authorization for Deployment of Securus Electronic Health Records (EHR) (“Authorization”).  Additional details regarding the configuration of the EHR Application may be specified in a Statement of Work to be subsequently negotiated by Provider and Customer.  Customer acknowledges that the use of the EHR Application permitted hereunder is strictly limited to Customer and its Affiliates’ business purposes and that Customer agrees that it shall not provide access to the EHR Application (whether through sharing its user name and password or otherwise) to any third party nor will it use the EHR Application for the benefit of any third party (whether on a service bureau or other outsourced basis). Customer agrees to cooperate with Provider in the performance of the EHR Application and to provide Provider with all necessary files and other information and assistance required for Provider to provide the EHR Application.
3. Reservation of Rights. Customer acknowledges that in providing the EHR Application, Provider utilizes (i) the Provider name, the Provider logo, the Provider domain name, the product and service names associated with the EHR Application, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “Provider Technology”) and that Provider owns or licenses patent rights, trademark rights, copyrights and other intellectual property rights to the Provider Technology (collectively, “Provider IP Rights”).  Other than as expressly set forth in this herein Provider does not grant or otherwise convey any license or other right in or to EHR Application or Provider IP Rights to Customer. Provider expressly reserves all rights to the EHR Application not expressly granted herein. There are no implied licenses.  Customer acknowledges and agrees that any breach of the Authorization or these terms by its user or any other employee, agent or contractor of Customer shall be deemed a breach of the Agreement by Customer.
4. Restrictions: Customer shall not (i) download, reproduce, copy, alter, adapt, modify, improve, enhance, translate, or create derivative works based on the EHR Application or any other technology owned by Provider; (ii) create “links” to or from the EHR Application, or “frame” or “mirror” any content forming part of the EHR Application, other than the Customer’s own intranet(s) for its own internal business purposes; or (iii) disassemble, reverse engineer, decompile, or otherwise attempt to reveal the code, trade secrets or know-how underlying the EHR Application or any other technology owned by Provider for any reason, or access the EHR Application in order to (A) build a competitive product or service, (B) build a product or service using similar features, functions or graphics of the EHR Application, or (C) copy any features, functions or graphics of the EHR Application.
5. Hosting. Customer grants Provider the right to host the EHR Application at Provider’s sole expense, in Provider’s data centers or third party data centers to provide Customer with access to and usage of the EHR Application.  Additional details regarding hosting of the EHR Application, including responsibilities for ensuring HIPAA and other privacy protections as required, may be specified in a Statement of Work to be subsequently negotiated by Provider and Customer.
6. Fees and Payment. Fees and payment details for the EHR Application are as stated in the Authorization.  The pricing set forth in the Authorization is exclusive of any applicable sales, use, excise and similar taxes.  Provider will bill, and Customer will pay, the amount of any such taxes assessed upon the EHR Application and other services, excluding any tax related to the income of Provider.  If Customer is tax exempt, Customer shall provide Provider with a copy of its tax exemption certificate on or before deployment of the EHR Application. Beyond all other remedies that Provider would have, Provider will not be required to provide Customer with access to the EHR Application if Customer fails to timely pay each invoice as is noted above.
7. Training Services: Additional details regarding training services for the EHR Application may be specified in a Statement of Work to be subsequently negotiated by Provider and Customer.
8. Submitted Records. As between the parties, Customer will retain ownership of all records and data maintained on the EHR Application (“Records”). Customer grants to Provider a worldwide, perpetual, fully-paid, royalty-free, irrevocable license  to use, sublicense, import, modify, copy, transmit, display, reproduce, distribute, aggregate, compile, decompile, manipulate, supplement, adapt, translate, publish, create derivative works based on, and otherwise exploit all Records for all purposes in connection with the services.
9. Suggestions. Customer hereby grants, and shall execute any appropriate documentation evidencing said grant, to Provider a royalty-free, worldwide, perpetual license to use or incorporate into the EHR Application any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its users relating to the operation of the EHR Application.
10. Site Requirements.
    1. Customer shall be solely responsible, at its own expense, for acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary to connect to, access and use the EHR Application except as otherwise provided by Provider. For example, Customer will be responsible for standard computer workstations and necessary network connections not provided by Provider.  Customer acknowledges and agrees that Provider is not obligated to provide any anti-virus services, and Customer is responsible for ensuring that its environments are virus-free.
    2. Customer shall maintain a high speed internet connection (1.5mbps download AND 512kbps upload) with a static IP address and must be able to provide Provider with IP connection to Customer’s network through Citrix GotoAssist, VPN, Citrix, or Microsoft Terminal Provider shall use the connection to assist with problem diagnosis and resolution. Provider is not responsible for purchase of VPN customer software license or configuration of Customer’s firewall settings. No wireless Internet connections allowed.
    3. Provider shall provide Customer with remote support through the use of secure connection over the Internet connection via Citrix If Customer will not allow access through GotoAssist, Provider cannot guarantee support standards will be met.
11. Exclusions. Provider shall not be responsible for any problem caused by improper use of the EHR Application by Customer, or any security breach of Provider or Customer’s systems by a hacker, virus, worm, or other intentional in person or electronic interference provided that Provider has made reasonable commercial efforts to protect its data and systems.
12. Customer Representations. Customer acknowledges that it is responsible for all Records incorporated into the EHR Application.  Customer represents and warrants to Provider that that it has the right to use any Records incorporated by Customer, its personnel or the users into the EHR Application and that the use of the Records will not infringe the intellectual property rights of any third party or misappropriate the trade secret rights of any third party.  Customer further represents and warrants to Provider that none of the Records incorporated into the EHR Application will violate any applicable laws or regulations, including, without limitation, state and obscenity, decency or privacy standards, regulations, rules or statutes.
13. Limited Warranty and Disclaimer. Provider represents and warrants that: (i) the EHR Application will perform substantially as advertised when properly accessed and used under normal conditions; (ii) it has the authority to perform the obligations agreed to under the Authorization and these terms; and (iii) to Provider’s knowledge, the EHR Application does not, at the time of delivery to Customer, include malicious code with the purpose of adversely affecting the operation, security or integrity of a system.

EXCEPT AS STATED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AS PROVIDED BY PROVIDER IS PROVIDED AND LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE. Further, Provider makes no warranty that the EHR Application will meet Customer’s your requirements or operate under your specific conditions of use.  CUSTOMER MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY.  CUSTOMER BEARS SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF SOFTWARE TO MEET YOUR REQUIREMENTS.  PROVIDER WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY CUSTOMER COMPUTER OR INFORMATION STORAGE DEVICE.

14. Indemnification. Customer agrees that it will hold Provider harmless against any claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to:
    1. Customer’s failure to implement any corrections, improvements and new releases relating to the Software, or any part thereof,
    2. Customer’s unauthorized alterations to or use of the Software, or
    3. Customer’s breach of any of its obligations to maintain the confidentiality of the Software or Customer’s unauthorized copying
15. Privacy and Collection of Information. In the use of the EHR Application, Customer warrants that it will comply with all applicable law, including laws relating to privacy, the collection of personal information and allowing customers to make choices regarding the sharing of information.