TERMS OF USE

AGREEMENT BETWEEN USER AND www.ezmedicaloffice.com  (henceforth called “EMedical” or the “Site”).
Welcome to EMedical ! In order to begin, you must read and accept the terms and conditions documented here (henceforth called the 'Agreement').

The EMedical  web site is comprised of a web site and its associated services and is operated by EMedical.com, Inc.

The EMedical web site and its associated services are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site and its associated services constitutes your agreement to all such terms, conditions, and notices. If, at any time, you do not accept the Agreement, in whole or in part, you may not use or continue to use the site. You agree that EMedical   may revise the Agreement without prior notice other than posting the revised Agreement immediately after your initial use. Continued use of the Site after any such changes shall constitute your consent to such changes.

 You agree to familiarize yourself with the Terms of Use and other terms and guidelines found throughout the EMedical web site and abide by them if you choose to use the sites, pages or services to which they apply.

For purposes of this Agreement, “user”, "you" means and includes you, your agents and employees, and any other persons or entities who or which are lawfully subject to your direction or control.

SERVICES
This Site is intended to provide health care practitioners with a tool for preparing medical records as well as the ability for practitioners to store and access their medical records electronically. Each user acknowledges that this website is not intended as a "paperless" substitute for printed office files and records, and each user accepts the sole responsibility for printing and maintaining paper copies of its records and synchronizing and/or updating its files and records with respect to information stored on this website. Each user acknowledges that, like all websites, this website may experience periodic and unexpected loss of services or slowdowns in response time and agrees that EMedical shall not be held liable for loss, damage or injury sustained as a result thereof.

SUBSCRIPTION AND MEMBERSHIP
Use of this Site is provided to user based on a monthly subscription. However, EMedical shall have no responsibility to provide any equipment, access to the World Wide Web, or any other products or services. In consideration of the use of the website, each user agrees to provide current, complete and accurate information about the user and/or the user's organization as requested from time to time, and to maintain and update such registration information and data as necessary to keep it current, complete and accurate.

TERM & TERMINATION
Term: The term of this Agreement will begin on the date you successfully register with the Site and shall remain in effect until it is terminated by either party, subject to your payment of fees and all other terms and conditions herein.

Termination: Either party may terminate this Agreement immediately in the event of default by the other party. You may terminate this Agreement for convenience at any time upon written notice to the Site. EMedical  reserves the right, in its sole discretion, to terminate your access to the EMedical  Web Site and the related services or any portion thereof at any time, without notice. Upon any expiration or termination of this Agreement, you shall immediately discontinue the use of the Site and its Services, and remove any Patient Data or Practice Data stored by you in the EMEDICAL Data Facilities.

Payment Terms: Monthly recurring charge will be billed in advance of the provision of services. If Customer credit card is declined, a clerical fee of twenty-nine dollars ($29) will be assessed to the Customer. If Customer is delinquent in its payments for more than sixty (60) consecutive days, Customer will be given notice five (5) days to cure. If Customer fails to pay fees by the end of cure period, EMEDICAL may suspend or terminate Services.

LEGAL REQUIREMENTS
Use and disclosure of health information and patient records ("health information") is subject to extensive United States Federal and state regulation, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). You agree to comply at all times with their respective obligations under HIPAA, all regulations promulgated thereunder from time to time and all other applicable Federal and state laws and regulations. While EMedical  provides an infrastructure for efficient storage, retrieval and distribution of health information, making medical and/or legal determinations on disclosure, sharing and distribution of information is solely the responsibility of Users and their advisors.

ACCESS
Access to health information and patient records will be strictly controlled by passwords, issued to individual Users. It is the responsibility of each User to maintain secrecy of passwords, and other security measures at all times to prevent unauthorized use and access. User shall indemnify EMedical from and against all liability, loss or damage arising from unauthorized use of Users' password, and/or authentication device, unless such unauthorized use is solely attributable to the gross negligence or willful misconduct of EMedical .

SHARING
 You may from time to time wish to share health information with insurance companies, HMOs, other health care providers, laboratories and the like. It is your responsibility to comply with HIPAA and all other applicable laws in connection with such sharing. Without limitation, you understand that written patient consent to disclose or release health information is required in some or all circumstances prior to disclosure or release of health information.

LINKS TO THIRD PARTY SITES
EMedical web site may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of EMedical and EMedical is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site. EMedical is not responsible for webcasting or any other form of transmission received from any Linked Site. If you decide to visit third-party Sites by utilizing the links on EMedical , you do so at your own risk. To protect your rights and interests, please review the terms and conditions and privacy statements of these third-party web sites.

THIRD PARTY SERVICES
EMedical may have contractual relationships with other third party organizations to provide specific services. If the user signs up for these services, we will share names or other contact information that is necessary for the third party to provide these services.

USER CONDUCT
As a condition of your use of the EMedical Web Site and services, you warrant to EMedical that you will not use the EMedical Web Site or services for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

You may not use the Site or its associated services in any manner which could damage EMedical, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site or its associated services. You agree not to upload, post, or otherwise transmit through or on this Site any viruses or other harmful, disruptive or destructive files;

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You agree not to attempt to decipher, decompile, disassemble or reverse engineer the Software or Services or allow others to do so. You further agree not to modify or create derivative works of the Software or Services. You shall not grant rights to any third party to reproduce, implement, modify, translate, or reverse engineer the EMedical Technology, or otherwise determine or attempt to determine source code for the EMedical Technology or to create derivative works thereof without EMedical written authorization.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site. This Site is controlled and operated in the United States. If you are in a jurisdiction which restricts you from accessing this Site, do not access or use this Site. EMEDICAL makes no representation that the Site is appropriate or available for use outside the United States.

LICENSE TO YOU
EMedical  grants you a single, non-exclusive, non-transferable and limited personal license to access and use EMedical  as long as any applicable subscription fees are paid and complete compliance with the terms and conditions in the Agreement is maintained.

LICENSE TO EMedical
By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the EMedical Web Site, you warrant and represent that you own or otherwise control the rights necessary to do so and you are granting EMedical and its affiliated companies permission to:

1.     Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such communication.

2.     Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication.

The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, services mark or patent laws under any relevant jurisdiction. No compensation will be paid with respect to EMedical' use of the materials contained within such communication. EMedical is under no obligation to post or use any materials you may provide and may remove such materials at any time in EMedical' sole discretion.

LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICESS INCLUDED IN OR AVAILABLE THROUGH THE SITE AND SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANEMEDICALS ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. EMedical AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANEMEDICALS IN THE EMedical WEB SITE OR SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE SITE OR SERVICES SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR PROFESSIONAL MEDICAL, LEGAL OR FINANCIAL ADVICE AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

EMedical AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICESS AND RELATED GRAPHICS CONTAINED ON OR OBTAINED THROUGH THE SITE OR SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICESS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EMedical AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICESS AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINEMEDICALMENT.

IN NO EVENT SHALL EMedical AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR RELATED SERVICESS, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICESS, THE PROVISION OF OR FAILURE TO PROVIDE SERVICESS, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICESS AND RELATED GRAPHICS OBTAINED THROUGH THE SITE OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EMedical OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND ITS RELATED SERVICESS.

ANY ACTION OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE UPON WHICH THE CAUSE OF ACTION AROSE.

SERVICES CONTACT
Contact Customer Services with questions or problems with this Web site.

ASSIGNMENT  
You cannot assign or otherwise transfer, directly or indirectly, by operation of law or otherwise, this Agreement or any of your rights or obligations hereunder. EMedical  reserves the right to suspend or terminate your account if it determines in its sole discretion that you have attempted to make any such assignment or transfer.

GENERAL
This Agreement is governed by the laws of the State of California, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in Los Angeles County, California, U.S.A. in all disputes arising out of or relating to the use of the EMedical  Web Site or services. Use of the EMedical Web Site and services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and EMedical  as a result of this agreement or use of the EMedical Web Site or services. EMedical may assign this agreement, in whole or in part, at any time. EMedical ' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of EMedical' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the EMedical Web Site or services or information provided to or gathered by EMedical  with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. This agreement constitutes the entire agreement between the user and EMedical with respect to the EMedical Web Site and services and such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and EMedical with respect to the EMedical Web Site and services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COPYRIGHT AND TRADEMARK NOTICES
All rights reserved. No part of the Site may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, and/or otherwise, without the permission of EMedical.com, Inc.

TRADEMARKS. EMedical, EZChart, and other names of EMedical products and/or services referenced herein are trademarks or registered trademarks of EMedical.com, Inc. The names of actual companies and products mentioned on the EMedical Web Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINEMEDICALMENT.
Notice of Infringement. Pursuant to 17 U.S.C. § 230, as amended by Title II of the Digital Millennium Copyright Act, you agree to send all notices of alleged or claimed infringement to:

SON H. LE,M.D.
EMedical                                                                                                          8232 Garvey Avenue, Suite 107                                                                            Rosemead, CA 91770