Effective Date: March 7, 2022
Dura SV, LLC dba SecureVideo (“SecureVideo” or “we”) authorizes the purchase and use of the SecureVideo online application, software, API’s, and related products and services available on www.securevideo.com (collectively, the “Services”) on the terms and conditions stated in these Terms of Service (these “Terms”).
The individual accepting these Terms personally represents and warrants to SecureVideo that they are at least 18 years of age and if they are purchasing the Services on behalf of a company or other organization that they are authorized to make the purchase and enter into these Terms on behalf of that organization.
If the individual accepting these Terms does so on behalf of an organization then “you,” “your,” “Customer,” and the like refer to the organization, not the individual.
These Terms are a legal agreement between you and SecureVideo. Your purchase or use of the Services is your acceptance of these Terms. If you do not accept these Terms, you are not authorized to purchase or use the Services.
These Terms include a mandatory arbitration provision with a waiver of rights to bring or participate in a class or collective action. See Section 20 (Arbitration) below.
- ENTIRE AGREEMENT. These Terms constitutes Customer’s entire agreement with SecureVideo regarding the Services and these Terms supersede all prior agreements, discussions or writings between the parties regarding the subject matter of these Terms. The sole exception to this would be where a valid written, fully executed, non-terminated service agreement exists between Customer and SecureVideo (a “Written Agreement”) in respect of the Services, in which case if a provision in these Terms conflicts with any provision of the Written Agreement, the provision of the Written Agreement will control to the extent of the conflict. Subject to its terms, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- CHANGES TO TERMS OR SERVICES. SecureVideo may, in its sole discretion, modify the Services or these Terms from time to time. If we modify the Terms, we will post updated Terms on www.securevideo.com (the “Site”) and/or may notify you through other communications. Your continued access and use of the Services constitutes your acceptance of the then-current Terms. If you do not agree with any modifications to the Services or the Terms, your only recourse is to discontinue your use of the Services, in which event SecureVideo will refund to you any prepaid fees for unused Services. Upon changes to these Terms, your administrative user(s) will be taken to a screen where they can review and accept the new Terms. You represent and warrant to SecureVideo that the individuals you appoint as your administrative users are authorized to accept new Terms on your behalf.
- YOUR SECURITY RESPONSIBILITIES. You are solely responsible for the security of your username and password and the username and password of any authorized user designated to access and use your Services account. This means that you accept full liability and responsibility for your actions and the actions of any of those authorized users who may use the Services via your account with or without permission. You agree to immediately notify SecureVideo if you have any reason to believe that your or any of your authorized users’ usernames or passwords have been lost, compromised, or misused in any way. SecureVideo reserves the right to revoke or deactivate a username or password at any time. You are responsible for using the Services in accordance with these Terms and in the manner specified by SecureVideo in its Support Center documentation. In providing the Services, SecureVideo will send temporary account passwords and session invitations via email over the Internet. You understand that Internet email is not a secure transmission medium, and that third parties may be able to intercept, access, use or corrupt any information that you transmit over the Internet.
- HIPAA, PHI. SecureVideo shall safeguard Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) in compliance with the requirements of HIPAA, including but not limited to strong encryption of PHI, auditability of changes to PHI, and implementation of security best efforts to safeguard PHI. You may not use the Services or authorize the use of the Services for transmitting or capturing PHI except as exchanged by telehealth participants during a SecureVideo telehealth conference, e-documents, session notes, and recordings. If you do not have a different Business Associate Addendum in place with us, the SecureVideo Business Associate Addendum available on the administrative interface of the Services is applicable. The term “BAA” refers to the Business Associate Addendum, either the one we have signed with you, or the one that is available via the administrative interface of the Services, as applicable. The BAA is incorporated into these Terms by this reference.
SecureVideo is not responsible to you for the security of recordings that you make and store on your own device of system or share with patients or others.
- TERM AND TERMINATION.5.1. These Terms will continue until terminated. You can cancel at any time through the Services or by sending SecureVideo an email at [email protected] We may suspend or terminate your or your authorized users’ access to and use of the Services, including suspending access to or terminating your account, at our discretion, at any time.5.2. After termination, all fees and amounts due and payable to SecureVideo then outstanding will be immediately payable. Upon termination of these Terms, Customer will, and will cause its users to, cease using the Services.5.3. The following Sections shall survive expiration or earlier termination of these Terms, as well as any other sections or clauses that by their nature are intended to survive: Section 5.2, this Section 5.3, Section 10 (Billing and Payment), Section 11 (Third Party Links), Section 12 (Warranty and Disclaimers), Section 13 (Indemnification), Section 14 (Limitation of Liability), Section 15 (Exclusion of Damages), Section 16 (Governing Law), Section 17 (No Waiver of Rights), Section 18 (No Third Party Beneficiaries), Section 19 (Severability), Section 20 (Arbitration), Section 24 (Reservation of Rights), and Section 25 (Copyright and Trademark).
- PRICING. For most accounts, applicable pricing can be viewed by any account administrator or billing manager designated by a Customer as an authorized user logging onto their account. This pricing may be modified at any time by SecureVideo upon providing Customer and/or Customer’s account administrators and billing managers with 30 days’ notice, by SecureVideo sending an e-mail, or otherwise communicating the pricing modifications to each then-active Customer authorized account administrator and billing manager. All pricing modifications are effective at the end of that 30 days’ notice period and consequently Customer agrees to pay the modified prices once they are effective unless Customer has otherwise terminated these Terms during that period.
- LICENSING.7.1. ONLINE APPLICATION AND RELATED API’s. Subject to compliance with these Terms, SecureVideo grants to Customer a limited, non-exclusive, non-transferable license to access and use, and allow its permitted authorized users to access and use, the SecureVideo online application and related interfaces that SecureVideo makes available to Customer in accordance with the per user or per device limits of the license type selected by Customer. Customer’s license cannot be resold or distributed.7.2. LICENSE TYPES FOR ONLINE APPLICATION. SecureVideo accounts are licensed either per authorized user (“User License”) or per device (“Device License”). A User License permits a single named individual the right to use a SecureVideo application user account with either the ‘Administrator’ or ‘Session Host’ role. A Device License permits an unlimited number of individuals the right to use Customer’s account on a single, specific computer or mobile device.7.3.1. USER LICENSES. User Licenses are required for all individuals with ‘Administrator’ or ‘Session Host’ role who use the Services. A single User License can only be used by an individual person within a single business organization. Any sharing of User Licenses across multiple business organizations, or any sharing of a single User License by multiple individual persons within a single business organization, is a violation of these Terms.7.3.2. DEVICE LICENSES. For each Device (computer, tablet, smartphone, etc.) where the Services will be used by multiple individuals who do not possess User Licenses, a Device License is required. Each Device License may be used only on a single computer or mobile device. Each Device License is identified and represented by a ‘Device Key’ which is unique to the applicable Device License. Any usage of a single Device Key on multiple Devices, or any usage of a single Device by multiple individuals not possessing a User License, is a violation of these Terms.7.4. DOWNLOADABLE SOFTWARE. Subject to compliance with these Terms, SecureVideo grants to Customer a limited, non-exclusive, non-transferable license to access and use, and allow its permitted authorized users to access and use, any software that SecureVideo makes available to Customer for download solely to interact with the SecureVideo online application. Customer may use the downloadable software only on that number of devices for which it has purchased a license.7.5. FREE TRIALS. In the event SecureVideo has made the Services available to you free of charge under a SecureVideo Free Trial (the “Free Trial Services”) you hereby understand and agree that Free Trial Services are 1) time-limited; 2) not HIPAA-compliant; 3) meant for you only to evaluate the system; and, 4) not to be used in an actual clinical setting or encounter.7.6. NO UNATTENDED USE. You agree that the Services are to be used only for interactions with other participants. We may suspend your Services for usage that results from leaving a telehealth conference unattended for an unreasonable period of time.
- GENERAL PROHIBITIONS. Customer agrees to not do, or permit any third party to do, any of the following: (a) provide information on enrollment for the Services that is untrue, inaccurate, not current, or incomplete; (b) use, display, mirror or frame the Services or any individual element within the Services without SecureVideo’s express written consent or as is permitted by the functionality of the Services; (c) access, tamper with, or use non-public areas of the Services or SecureVideo’s computer systems; (d) attempt to probe, scan or test the vulnerability of any SecureVideo system or network or breach any security or authentication measures; (e) avoid bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SecureVideo or any third party (including another customer) to protect the Services; (f) attempt to access or search the Services or download content from the Services using any engine, software, tool, interface, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SecureVideo or other generally available third-party web browsers; (g) transmit any message or information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful; or (h) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services.
- COMPLIANCE. You must use the Services in compliance with applicable law and professional licensing regulations. For example, if you are using the Services to evaluate patients for prescribing of medication, you must practice within the scope of your medical license and comply with all state and federal regulations regarding prescribing medications. You may not use the Services in a way that violates industry norms, such as to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.
- BILLING AND PAYMENT.10.1. BILLING. During the term of these Terms, we will charge you at the end of the month for each calendar month during which you use the Services. Charges will be pro-rated for partial months of usage of the Services. We will charge the Payment Information that you provided to SecureVideo if you select that method for payment via the functionality of the Services. All payments made under these Terms to SecureVideo will be made in U.S. dollars to an account designated by SecureVideo using the payment information provided by Customer upon signing up for the Services, and will be non-refundable. SecureVideo is permitted to suspend or terminate Customer’s access to the Services upon Customer’s failure to pay in accordance with these Terms.10.2. CREDIT CARD. Unless other payment methods have been previously arranged, YOU AGREE THAT WE MAY CHARGE YOUR CREDIT CARD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT AT SECUREVIDEO THEN CURRENT FEES FOR THE SERVICES. SecureVideo may ask Customer to supply additional information relevant to payment of fees, including Customer’s credit card number, the expiration date of that credit card and contact information for bill processing and notification (such information, “Payment Information”). By signing up for the Services, SecureVideo (or its third-party payment processor) will automatically charge Customer using the Payment Information provided.10.3. INVOICES. If agreed to by SecureVideo as the method for payment, we will invoice Customer on a monthly basis using the payment information provided for Customer upon signing up for the Services. Upon receipt of an invoice from SecureVideo, Customer will pay SecureVideo all amounts set forth on any such invoice no later than thirty (30) days from the date of such invoice.10.4. COLLECTION. After the termination of the Services, you will remain liable to SecureVideo for all charges under these Terms and all the costs we incur to collect these charges, including, without limitation, collection costs, attorney’s fees and court costs. You also agree to pay any additional charges or fees applied to your billing account for any reason, including but not limited to, interest and charges due to insufficient credit.10.5. TAXES. Customer agrees to pay all taxes, including national, state, provincial, territorial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding U.S. taxes based on SecureVideo’s net income) unless Customer has provided SecureVideo with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to SecureVideo on account thereof.
- THIRD PARTY LINKS. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
- WARRANTY AND DISCLAIMERS. SecureVideo warrants that the Services shall comply with the description of the Services on its Site, as applicable to the particular feature set or plan you elect to purchase. Your sole and exclusive remedy for SecureVideo’s breach of this warranty is to terminate the Services, in which case SecureVideo will refund to you any prepaid fees for unused Services. OTHERWISE, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, SECUREVIDEO EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. SECUREVIDEO DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. SecureVideo does not authorize anyone to make a warranty of any kind on its behalf and you should not rely on any such statement. You are accepting the Services “as is” and you are not entitled to replacement or refund in the event of any such defect.
- INDEMNIFICATION. You agree to defend, indemnify, and hold harmless SecureVideo and its affiliates and each of their officers, directors, members, managers, personnel and agents from any and all third party claims, demands, suits or proceeding made or brought against any of them and/or liability of any of them for damages related to or arising out of: (a) the use (or misuse) of the Services by Customer or its authorized users or any violation of any term of these Terms, unless the claims or causes of action arise from SecureVideo’s gross negligence or willful misconduct, (b) any services or advice provided by Customer by means of the Services, including any healthcare and medical advice, or (c) any claim or demand by or on behalf of any patient or user of Customer, or a person claiming damage by virtue of any relationship with a patient or user (whether familial, financial or otherwise), regardless of the cause if such claim or demand arises for any reason whatsoever from the use or operation of the Services.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SECUREVIDEO’S TOTAL AGGREGATE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SECUREVIDEO FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM UNDER THESE TERMS.
- EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SECUREVIDEO BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR PERFORMANCE OF THE SERVICES HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- GOVERNING LAW. These Terms and the relationship between Customer and SecureVideo shall be governed by the laws of Texas without regard to conflict of law provisions. Any litigation commenced pursuant to these Terms shall be brought in a court of competent jurisdiction in Bexar County, Texas.
- NO WAIVER OF RIGHTS. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. SecureVideo reserves all of its rights at law and equity to proceed against anyone who uses this Services illegally or improperly. All determinations by SecureVideo under these Terms and exercise of its rights are made and done in our sole and absolute discretion.
- NO THIRD PARTY BENEFICIARIES. No person or entity that is not a party to these Terms will enjoy any right, remedy, claim, liability, reimbursement, or cause of action arising out of these Terms. These Terms does not create any third party beneficiary rights.
- SEVERABILITY. If any part of these Terms is declared invalid or unenforceable by an arbitrator or court of competent jurisdiction such provision will be enforced only to the maximum extent permissible and all other parts of these Terms will remain valid and enforceable. Any such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of these Terms.
- ARBITRATION. Except with respect to claims for amounts owed for Services rendered, any and all disputes and claims between you and SecureVideo arising out of or related to the Services or these Terms shall be determined by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures (the “Commercial Rules”). The arbitration shall be conducted in Bexar County, Texas by a single arbitrator selected in accordance with the Commercial Rules. The award rendered by the arbitrator may be enforced in any court having jurisdiction. Arbitration may only be conducted on an individual, not a class wide, basis. Customer agrees not to pursue or join any class or collective action. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving SecureVideo and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of Customer and SecureVideo, and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Each party hereby waives, to the extent permitted by law, any right to a jury trial.
- EXPORT COMPLIANCE. You agree to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services, and to ensure the Services are not used for any purposes prohibited by U.S. export laws. You also agree to comply with applicable local, state and federal regulations governing the locality in which the Services are used.
- ASSIGNMENT. SecureVideo may assign all or part of its rights or duties under these Terms without notifying you. On assignment, our rights and obligations under these Terms end and the assignee becomes responsible to you in our place. You may not assign or transfer (by operation of law or otherwise) these Terms or any right to access and use the Services without our prior written consent. Any attempt by you to assign or transfer these Terms or any rights hereunder without such consent will be null and void.
- FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). SecureVideo shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, riots, war, government intervention, pandemics, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties as may occur in spite of SecureVideo’s commercially reasonable efforts.
- RESERVATION OF RIGHTS. Other than the license to access and use the Services expressly granted to Customer in these Terms, as between Customer and SecureVideo, SecureVideo (and its licensors, where applicable) has and retains ownership of and all intellectual property rights to all information, materials, software and other technology used to provide the Services and made available to you as part of the services, including any interfaces. Any software used by SecureVideo to provide the Services and any software provided to you in conjunction with providing the Services is protected by copyright law and international treaty provisions. You may not copy or modify our software or any portion of it.
- COPYRIGHT AND TRADEMARK. Our Services, web site content, materials, logs, service marks and trademarks are also protected by trademark, copyright, or other intellectual property laws, and international treaty provisions.