Terms of Service
DRNS Software Solutions, LLC., (d..b.a. ProviderFlow) provides services available at our Website www.providerflow.codeshark.co (the “Site”). Use of the Site and our services including any service, software, application, plug-in, component, functionality or program provided now or in the future (“Service” or “Services”) is governed by these Terms of Service (“Terms”). These Terms apply to Customer (also referred to as “You”), Customer’s employees (“Employee Users”) and third party users (“Third Party Users”) (collectively “Users”) utilizing Customer’s Account (as hereinafter defined).
BY COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) HAVE THE AUTHORITY TO, OR ARE AUTHORIZED TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS; AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY THESE TERMS AND CONDITIONS.
Description of Service:
The Service is an Internet-based Document Imaging and Document Management solution. DRNS Software Solutions, LLC. is constantly improving our product to provide our customers with the best possible experience, and thus reserves the right to update the Service at our discretion and to add or delete features, from time to time. Unless otherwise specified, the Service is provided on a subscription basis and does not constitute the license of any software.
Modifications to this Agreement:
DRNS Software Solutions, LLC., at its sole discretion, reserves the right to change, modify, amend or otherwise alter this Agreement with 30 days notice to Customer. Customer may, upon any material change to this Agreement, elect at their sole discretion to discontinue service within the 30 day notification period with written notification to Company.
Incomplete Signup E-mails:
If you begin the registration process for Services but fail to complete the process, DRNS Software Solutions, LLC. may contact You in an effort to successfully guide you through this process. You hereby authorize DRNS Software Solutions, LLC. to make such contact, even if you ultimately determine not to register for Services.
User Accounts and Responsibilities:
A User Account is required for an individual to access and utilize the Service under your Customer Account. To establish a User Account, the User (or the Customer on behalf of User) must complete a registration process by providing DRNS Software Solutions, LLC. with current, complete and accurate information as prompted by the registration form. In registering Users for the Service, Customer agrees that it and its Users will submit accurate, current and complete information and promptly update such information as appropriate. Should DRNS Software Solutions, LLC. suspect that any User information is not accurate, current or complete, DRNS Software Solutions, LLC. reserves the right to suspend or terminate the Customer’s and/or the User’s usage of the Service. Each User must choose a personal, non-transferable password. User accounts cannot be shared or used by more than one individual.
You are solely responsible for any and all activities that occur under your Customer Account, including ensuring that you and all Users exit or log-off from the Service at the end of each session of use and ensuring that you and your Users have all necessary rights in and to the files and data submitted to the Service under your Customer Account. You shall notify DRNS Software Solutions, LLC. immediately of any unauthorized use of your Customer Account or any User password or any other breach of security that is known or suspected by you. Customer agrees to indemnify and hold DRNS Software Solutions, LLC. harmless against any claim and/or liability resulting from Customer’s failure to comply with the responsibilities set forth in this Section.
Scanned Files, Uploaded Files and Uploaded Data:
Customer retains all rights to any and all of Customer’s or its Users’ Scanned Files, Uploaded Files and Uploaded Data. DRNS Software Solutions, LLC. shall not own or license any data, content, files, information or material that you or your Users submit to the Service. DRNS Software Solutions, LLC. will not monitor, edit or disclose any information regarding You or your Customer Account, including any Scanned Files, Uploaded Files and Uploaded Data without your prior permission, except as permitted by this Agreement or as required by applicable law. DRNS Software Solutions, LLC. may access your account, including Scanned Files, Uploaded Files and Data, to respond to service or technical problems or as stated in this Agreement or required by applicable law. You, not DRNS Software Solutions, LLC., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Scanned Files, Uploaded Files and Uploaded Data, and DRNS Software Solutions, LLC. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Scanned Files, Uploaded Files and Uploaded Data.
Payment of Fees
DRNS Software Solutions, LLC. offers its Service for monthly, quarterly or annual fees (the “Fees”) which you will pay to DRNS Software Solutions, LLC. by authorized credit card or, if agreed to by DRNS Software Solutions, LLC., by check. DRNS Software Solutions, LLC. reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (will be sent via e-mail or USPS; to the most recent email or business address you have provided to us). For price changes that result in a Customer’s ‘service fees’ increasing by greater than 10% annually, Customer may elect, at their sole discretion, to discontinue service within the 30 day notification period with formal written notification to Company.
Your authorized credit card will automatically be charged Fees on the day of Registration. Thereafter, the Fees will automatically be charged to your authorized credit card, in advance, on or about the same day (the day of Registration) of each month. In the event You cancel the Service, DRNS Software Solutions, LLC. will not refund any Fees already paid by you.
Your Customer Account will be considered delinquent if You or your credit card company fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your Customer Account may be suspended, archived or purged from the Service if your account is delinquent for more than 30 days. DRNS Software Solutions, LLC. may impose a charge to restore archived data from delinquent accounts.
If You believe DRNS Software Solutions, LLC. has billed you incorrectly, You must contact DRNS Software Solutions, LLC. no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to DRNS Software Solutions, LLC.’s Customer Support department (email@example.com).
DRNS Software Solutions, LLC. may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by DRNS Software Solutions, LLC. fifteen days (15) days after the mailing date of the invoice, or the Service may be terminated. Unpaid invoices are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus all expenses of collection.
Please remember that DRNS Software Solutions, LLC. bills You immediately for the extra features You order. You will initially be charged a pro-rated charge for the upgrade based on the number of days left until your regular billing date. Subsequently, You will be billed for all subscription charges on the normal billing date for your account. If You choose to cancel the extra features after payment has been made for the month, you will not be reimbursed for the days you did not use the features.
User Conduct and Restrictions
Except to the extent permitted by applicable law, Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Services and/or any other aspect of the Company’s technology. Customer shall not market, offer to sell, sell and/or otherwise resell the Service to any third party. Customer agrees, on behalf of itself and its Users, not to use the Service (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) to transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, fraudulent, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (d) to transmit through or post on the Service any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through password mining or any other means; (h) to harass or interfere with another user’s use and enjoyment of the Service; (i) to make any representations with respect to DRNS Software Solutions, LLC. or this Agreement (including, without limitation, that DRNS Software Solutions, LLC. is a warrantor or co-seller of any of Customer’s products and/or services). All judgments concerning the applicability of these restrictions and any responses to violations thereof shall be at the sole and exclusive discretion of DRNS Software Solutions, LLC.
DRNS Software Solutions, LLC. has no obligation to monitor the Service or any User’s use thereof or retain the content of any User session. However, DRNS Software Solutions, LLC.reserves the right at all times to access, acquire, use, delete, monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, and such action is considered to be authorized by You.
Term and Termination:
This Agreement shall commence on the Effective Date and continue for the Term. DRNS Software Solutions, LLC., in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Scanned Files, Uploaded Files and Uploaded Data within the Service if you fail to comply with this Agreement.
Upon termination of this Agreement, You will immediately discontinue all access and use of the Service. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section.
Upon termination, you may request a file of your Scanned Files, Uploaded Files and Uploaded Data, which DRNS Software Solutions, LLC. will make available for a fee. You must make such request within thirty (30) days of termination. DRNS Software Solutions, LLC. shall have no obligation to maintain any Scanned Files, Uploaded Files and Uploaded Data stored in your Customer Account or to forward any Scanned Files, Uploaded Files and Uploaded Data to You or any third party.
Except for the subscription rights granted herein, You have no right, title or interest in or to the Service or any intellectual property rights related thereto. You agree that DRNS Software Solutions, LLC. or its licensors retain all proprietary right, title and interest, including intellectual property rights, in and to the Services, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
Client will indemnify and hold harmless Company and its officials and employees from all liabilities including, but not limited to claims, demands, costs, reasonable attorneys’ fees, judgments, or any cause of action arising out of or in connection with this Agreement, caused by the failure of Client to abide by the terms and conditions herein, or the negligence, recklessness, or willful misconduct of Client to abide by the terms and conditions herein, including: breach of HIPAA, negligence, recklessness, or the willful misconduct of Client and/or its employees, agents, contractors, and representatives.
Company will indemnify and hold harmless Client and its officials and employees from all liabilities including, but not limited to claims, demands, costs, reasonable attorneys’ fees, judgments, or any cause of action arising out of or in connection with this Agreement, caused by the failure of Company to abide by the terms and conditions herein, or the negligence, recklessness, or willful misconduct of Company to abide by the terms and conditions herein, including: breach of HIPAA, negligence, recklessness, or the willful misconduct of Company and/or its employees, agents, contractors, and representatives.
Disclaimer of Warranties:
THE SERVICES ARE PROVIDED BY DRNS SOFTWARE SOLUTIONS, LLC. ON AN “AS IS” BASIS. DRNS SOFTWARE SOLUTIONS, LLC. DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DRNS SOFTWARE SOLUTIONS, LLC.
Limitation of Liability:
The Company’s liability, including but not limited to Client’s claims of contributions and indemnification related to third party claims arising out of services rendered by the Company, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to the actual amount of damages related to the respective claim. Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any special, indirect, consequential, lost profits, or punitive damages. Client expressly agrees to limit the Company’s liability to Client and any other third party for any damage on account of any error, omission or negligence to a sum not to exceed the actual damages incurred by Client as a result of the claim. The limitation of liability set forth herein is for any and all matters for which the Company may otherwise have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise. Client acknowledges that prior to contracting with Company they have had the opportunity to discuss their specific requirements with qualified legal counsel.
Compliance with Laws:
Customer and all Users agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with their access and/or use of the Services under this Agreement. Customer shall comply with all legal duties applicable to Customer as a data controller by virtue of Customer submitting Scanned Files, Uploaded Files and Uploaded Data to or storing Scanned Files, Uploaded Files and Uploaded Data within the Service. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required by such laws.
Copyright Complaints and Removal Policy:
DRNS Software Solutions, LLC. reserves the right to delete or disable the accounts of Users who we believe to be infringing the intellectual property rights of others and to remove any such infringing materials. If you believe the Services have been used in a way that constitutes copyright infringement, please send a message to our Copyright Agent, providing all of the following information, as required by the Digital Millennium Copyright Act:
A statement that you have identified content on the Service that infringes a copyright you own or the copyright of a third party for whom you are authorized to act;
– A description of the copyrighted work you claim has been infringed;
– Aspecific description of where the allegedly infringing material is located on the Services, including a URL or exact description of the content’s location;
– Yur full name, address, telephone number, and e-mail address;
– A statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use);
– A statement that, under penalty of perjury, the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
– Your electronic or physical signature (e.g., a scanned copy).
Please send your notice by email or regular mail to:
Attn: Copyright Agent
DRNS Software Solutions, LLC.
951 Yamato Rd, Suite 290
Boca Raton, Fl 33431
Phone: (561) 898-1280
DRNS Software Solutions, LLC. also reserves the right to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content.
This Agreement shall be governed by Florida law, and all disputes, actions, claims or causes of action related to this Agreement or the Service shall be brought only in the federal and state courts located in Palm Beach County, Florida.
Customer and DRNS Software Solutions, LLC. are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
For all purposes of this Agreement and the operation of the Service, DRNS Software Solutions, LLC. shall be entitled to rely on its reasonable and good faith determination of an individual’s or administrator’s authority to act on behalf of Customer.
Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
If at any time continued provision of the Service would compromise the security of the Service due, without limitation, to hacking attempts, denial of service attacks, mail bombs or other malicious activities, Customer agrees DRNS Software Solutions, LLC. may temporarily suspend the Service.
DRNS Software Solutions, LLC. may provide Customer with notice via e-mail, regular mail and/or postings on the DRNS Software Solutions, LLC. website.
The failure of a party or DRNS Software Solutions, LLC. in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement, and the other provisions shall remain in full force and effect. In this case, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.Captions and headings are used herein for convenience only.
Captions and headings are not a part of this Agreement and shall not be used in interpreting or construing this Agreement.
The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only.
Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.
Definitions: ‘For purposes of this Agreement’:
“Agreement” means these Terms of Service as may be amended from time to time and any other documents incorporated by reference.
“Customer” means the legal entity or individual that enters into this Agreement. Customer is also referred to in this Agreement as “You”.
“Customer Account” means a storage account for the use of the Service assigned to a Customer.
“Effective Date” means the date of electronic acceptance of this Agreement by Customer.
“Scanned Files, Uploaded Files and Uploaded Data” means any files and data that Customer or User scans or uploads into Customer Account for storage or transfer to third parties, but not any other data, including, without limitation, registration and relationship information that DRNS Software Solutions, LLC. collects to do business with Customer and to improve the Service.
“User Account” means an individual’s account for use of the Service that is affiliated with a Customer Account.