Legal > Member Agreement

Mar 24, 2019 05:53 am CET
Updated August 3rd, 2011

Agreement between members and ClinFlows, UG (haftungsbeschränkt) & CoKG.

If you do not agree with the terms and conditions of this Agreement, do not complete the registration process. ClinFlows UG (haftungsbeschränkt) & CoKG, is a company based in Germany, which offers e-solutions for clinical workflows. ClinFlows’ decidemedical online platform allows physicians (“Member”) to submit clinical cases to:

  1. Selected experts to support medical decisions for high-end, complex clinical practices or
  2. to submit clinical data and/or medical images to Corelabs within clinical research projects or
  3. to other third parties.
The independent consultant (“Expert”) has specific skills in a particular medical practice that he has acquired through education, training and experience that he wishes to share with his peers or other parties within a clinical project. The member is a practicing physician or works for the healthcare industry and is seeking decision support information on medical practices. It is within these conditions that parties got in touch to define the terms of the partnership that may arise between them. This Member Agreement ("Agreement"), including the Legal Notices and the Privacy Policy, contains the entire terms and conditions that apply to your use of ClinFlows's service ("Service"), and its website and/or co-branded websites ClinFlows may operate or host from its servers (collectively referred to herein as "Site"). This Agreement may be modified from time to time. This Agreement supersedes any prior agreements. The current version applies to your use of the Services and the Site both now and in the past.
  1. REGISTRATION
    We require a registration process so that you may choose a member name ("Member Name" or "Login" or "Login Name") and a password, and so that we may permit you to use this service. Your Member Name will be used to identify you on ClinFlows. You may log in to ClinFlows, use the Services or modify your information, only through your Member Name and password. You may not have more than one account or Member Name, and only one email address for your use of the Service. By registering, you certify that the email address you provide in the registration is accurate and belongs to you; otherwise we have the option of suspending your account with ClinFlows. You are responsible for maintaining the confidentiality of your password and for any and all activities that occur under your Member Name and password. You agree to notify ClinFlows immediately at (memberinfo [at] ClinFlows [dot] com) of any unauthorized use of your account or any other breach of security you learn about. To protect your privacy and the privacy of others, ClinFlows uses Member Names to identify participants. We keep your email address and other information strictly confidential. You should refrain from using your private information in your postings that would compromise your privacy, such as your email address, URLs, full name, street address, telephone or fax numbers, place of employment, etc.

  2. PRIVACY
    You are providing your electronic mail ("email") address for the purposes of registering to access this service. Correctly entering your email address is important so that you are able to participate in the collaboration process (e.g. you will receive email notifications when a clinical case you posted receives a comment or a expert reply.) Occasionally, you will receive newsletters, updates, information and notices, etc. with information that we deem to be of interest to the members of ClinFlows. If you do not want to receive newsletters and updates, you may opt out of those services when you register, or, after receiving the newsletters and updates, you may unsubscribe using your account options. For more information regarding ClinFlowss protection of your information, please consult ClinFlows's Privacy Policy.

  3. GUIDELINES FOR USE
    ClinFlows Services and Site are only available for use by individuals who are age 21 or over and who can prove their legitimate and direct involvement in healthcare. The Services and Site may not be used by scripts, machines or automated services without express written consent of the site ownership. ClinFlows Services and Site may be used only for lawful purposes. You must comply with all applicable local, state, national and international laws, regulations or conventions, including without limitation those related to data privacy, international communications, and exportation of technical or personal data. You may not use the ClinFlows Services or Site for any criminal or illegal activities or any activities that might be legally actionable. ClinFlows reserves the right to determine what constitutes Internet abuse and objectionable conduct. If ClinFlows believes, in its sole discretion, that a violation of these Guidelines has occurred, it may take responsive action. Such action may include, but not be limited to, permanent removal of illegal or inappropriate information or content, or suspension or termination of your membership and access to ClinFlows Service.
    • Posting, transmitting or linking to any text or images that are sexually explicit, pornographic, violent, racially or ethnically objectionable or grossly offensive to the online community.
    • Posting, transmitting or linking to defamatory and libelous statements or other statements that would violate any third party's privacy or publicity rights.
    • Posting, transmitting or linking to profane language, descriptions of situations or scenarios considered, in the opinion of ClinFlows, inappropriate for the ClinFlows membership.
    • Impersonating any person or using a name that you are not authorized to use could lead to a suspension.
    • Planning illegal activities, such as obtaining information to perform actions that are unauthorized in your state or country.
    • Advertising, promoting in any way or offering to sell any goods or services for any commercial purpose.
    • Soliciting individuals for employment (for example, within a discussion thread).
    • Soliciting individuals to join other services comparable to or competitive with ClinFlows.
    • Posting links in open questions or in personal profiles that lead to a competitor's site.
    • Promoting any products or services that are unlawful at the location at which the content is posted or received.
    • Posting any content that infringes any third party's intellectual property rights or violates any confidentiality agreements or contracts of employment.
    • Posting, transmitting or linking to statements that are intentionally false or misleading.
    • Introducing viruses, worms, harmful codes or Trojan horses.
    • Spamming, flaming or other similar activities, such as arguments between any one in a question.
    • Misusing the ClinFlows decidecards™ or decidepass system.
    • Providing means to other members to identify a patient; especially when sending non-anonymized medical images
    • Violating the guidelines for academic honesty or other unethical behavior Violations of system and network security are strictly prohibited. You may not misuse system resources including but not limited to employing posts or programs which consume excessive CPU time or storage space, permitting use of mail services, mail forwarding capabilities, or auto-responders other than for your own account. If you notice a problem with other members not following these Guidelines, please notify us by contacting (membersupport [at] ClinFlows [dot] com).


  4. CONTENT LICENSE
    ClinFlows enables Members to post problems or questions, and receive proposed solutions or answers, information, comments and other content ("Your Content") to its Site. When you post Your Content to the Site, you understand and agree that Your Content can be viewed and used by the Experts to whom you have submitted your question. You represent and warrant that you own or otherwise control all of the rights to Your Content and that use of Your Content by ClinFlows and its affiliates will not infringe upon or violate the rights of any third party. Before you use ClinFlows Services to post any information or content that is protected by intellectual property laws, you shall have acquired the legal right to do so from the owner or authorized licensee of such information or content.

  5. ClinFlows PROPERTY RIGHTS
    The layout, design, concept and organization of the ClinFlows Site and Services are subject to ClinFlows's patents, copyrights and other intellectual property rights. All rights are reserved. You acknowledge and agree that ClinFlows owns all right, title and interest in (i) the Services; (ii) the Site; (iii) the technology available on the Services or the Site; and (iv) all copyrights, patents, trademarks and other intellectual property rights therein. Any use of the ClinFlows Services, Site, technology, and/or the copyrights, patents, trademarks or other intellectual property rights, other than as described in this Agreement, is not licensed and is strictly prohibited. You agree that you will obtain the express written permission from ClinFlows before you copy, upload, transmit, reproduce, distribute or in any way exploit any ClinFlows Services, technology and/or the copyrights, patents, trademarks or the other intellectual property rights, obtained through the ClinFlows Site. In addition, you agree not to copy the layout, design, concept and organization of the Site or Services during the Agreement and for a period of five years after termination. This Agreement does not constitute a license to use ClinFlows's trade names, service marks or any other trade insignia. Any use of ClinFlows's trade names, services marks or any other trade insignia shall be subject to ClinFlows's prior written consent.

  6. AGENT FOR NOTIFICATION OF CLAIMED INFRINGEMENT
    Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512, ClinFlows has designated an agent to receive notices of claimed copyright infringement. If you believe Your Content has been used on the Site in a manner that constitutes copyright infringement, please notify our designated agent at ClinFlows at (membersupport [at] ClinFlows [dot] com).

  7. DISCLAIMERS OF WARRANTY
    Other than providing a framework in which Members post problems or ask questions and Experts provide answers and/or comments, ClinFlows does not review or verify the content of postings at its Site. The Experts who participate to an assignment have not been licensed, certified or tested, nor have they met any requirements other than completing our registration form, which has not been reviewed or verified by us. You may review each Expert's information including their profile, a list of questions answered and grades received, by clicking on their profile. You expressly agree that use of ClinFlows services is at your sole risk. The site and the services are provided on an "as is" basis. ClinFlows makes no representations or warranties of any kind, express or implied, as to the operation of the site or the information, content, materials or products included on the site. ClinFlows disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. ClinFlows makes no warranty that the services will meet your requirements, or that the services will be uninterrupted, timely, secure or error free. ClinFlows does not warrant that the site or its services are free of computer viruses or other harmful materials. Nor does ClinFlows make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services. No advice or information, whether oral or written, obtained by you through the services shall create any warranty, whether by implication, estoppels or otherwise. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

  8. LIMITATION ON LIABILITY
    Regardless of the type of claim or the nature of the cause of action, you agree that in no event shall ClinFlows, its affiliates, contractors, service providers, employees, agents or licensors, or any other party involved in creating, producing or delivering the services, technology or content available on the services ("ClinFlows affiliates"), be liable to you in any manner whatsoever: (i) For any decision made or action or non-action taken by you in reliance upon the information provided through the services; (ii) For loss or inaccuracy of data or cost of procurement of substitute goods, services or technology; (iii) For any direct, indirect, incidental, punitive or consequential damages, including but not limited to loss of revenues, loss of profits or loss of reputation, even if ClinFlows has been advised of the possibility of such damages. Your sole and exclusive remedy with respect to the use of any services provided by ClinFlows shall be cancellation of your membership to the services. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; in those jurisdictions our liability shall be limited to the extent permitted by law.

  9. INDEMNIFICATIO
    ClinFlows provides its Services and Site to Members on the assumption that Members will act professionally and responsibly. If they do not, Members must bear full responsibility for their actions. As a Member, you agree to defend, indemnify and hold harmless ClinFlows, its officers, directors, employees and agents from and against all claims, demands, actions, suits, damages, liabilities and costs, including reasonable attorneys' and experts' fees, related to or arising from (i) any breach of your covenants under this Agreement; (ii) your use of the Services or the Site; (iii) all conduct and activities occurring under your Member Name and password; (iv) any defamatory, libelous or illegal material contained within Your Content or your information and data; (v) any claim or contention that Your Content or your information and data infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; and (vi) any third party's access or use of Your Content or your information and data. ClinFlows reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of ClinFlows, which shall not be unreasonably withheld.

  10. DECIDECARD, PAYMENT AND SERVICE FEATURES
    decidecards are used as "currency" in the ClinFlows Site. Decidepasses are preloaded with decidecards and can contain a defined number of decidecards or allow unlimited submission of cases within a pre-set volume per clinical project. It is your responsibility to check your account regularly to ensure your account balance is accurate. Sponsors or initiators of a clinical project (healthcare industry or other third parties) may provide decidecards or decidepasses to Members, allowing to particpate in the concerned project. Members use decidecards to post questions on clinical case at the Site. decidecards do not have monetary value and are not redeemable for cash, goods or services. The purchase of decidecards™ is for use by Member and Expert ONLY and may not be shared or transferred to others. Unless otherwise stated, all fees are quoted in U.S. Dollars. A credit card is required for decidecard™ purchase. If you have purchased a decidecard™, your credit card will be charged at the then current rate of the practice you have selected for use of your decidecard™. Unfortunately, due to the nature of our content, we cannot offer refunds. (The credit card companies that we accept transactions from may change from time to time; please refer to our decidecard™ purchase page for information on credit cards that we currently accept.) Upon confirmation of payment to ClinFlows, you will receive the benefits and features as set forth for the specific decidecard you've purchased. All decidecards™ purchased on the Site are neither redeemable for cash, nor goods or services other than those for which it was purchased.

  11. TERM, TERMINATION
    This Agreement shall be effective for as long as you use the Services. Either you or ClinFlows may terminate this Agreement with or without cause, upon thirty (30) days notice to the other party. ClinFlows may terminate this Agreement immediately if, based on ClinFlows's sole judgment, it determines that you have (i) breached this Agreement or the Guidelines established for the use of ClinFlows Services or Site, (ii) infringed or violated any intellectual property right of ClinFlows or (iii) infringed or violated any intellectual property right or privacy or publicity right of a third party. The termination of this Agreement shall terminate your access to the Services. Neither ClinFlows nor any ClinFlows Affiliate shall be liable to you or to any third party for termination of the Services for any reason. The termination of this Agreement does not relieve you of your obligation to pay any Fees accrued or payable for use of the Services prior to the effective date of termination of this Agreement. Upon termination of this Agreement, the perpetual license you have granted to ClinFlows shall continue. Provisions, which by their nature would be expected to survive termination, shall survive and remain in full force and effect in accordance with their terms.

  12. EXPORT CONTROL COMPLIANCE
    You agree to abide by EU, U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The export control laws of the United States and other jurisdictions regulate the export of certain technology. This includes email transmission of certain information to foreign countries and foreign nationals. You agree to abide by these laws.

  13. CONSUMER RIGHTS
    If you should have any complaints about ClinFlows Services, or need further information about the Services, contact us at (info [at] ClinFlows [dot] com).

  14. NO ASSIGNMENT
    Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of ClinFlows.

  15. SEVERABILITY
    If any provision of this Agreement or portion thereof is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

  16. APPLICABLE LAW AND JURIDICTION
    All matters arising from or relating to the use and operation of the Site and Services shall be governed by the laws of the Germany, without regard to conflicts of laws principles. This Agreement also shall be governed by and construed in accordance with the laws of Germany. The jurisdictions and court of Düsseldorf shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement or arising from or relating to the operation or use of the Site or Services. You expressly consent to (i) the personal jurisdiction of such courts over you; and (ii) service of process being affected upon you by either email or registered mail sent to the address you provide ClinFlows in connection with your subscription for services. Unless prohibited by the law of your jurisdiction, you waive any requirement that service of process or of any documents be made upon you pursuant to the provisions of The Hague Service Convention.

  17. NOTICES
    Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to us at (info [at] ClinFlows [dot] com), and to you at the email address you provide ClinFlows during the registration process, or to such other address as either of us shall specify in writing as our addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained. ClinFlows may modify the terms of this Agreement at its sole discretion by posting modifications on its website. Your continued use of the Services after notice of modifications constitutes your acceptance of the modifications. If you do not agree to the modifications, you should cancel your membership to the Services and terminate this Agreement.