Welpax, LLC (“Welpax”) provides and operates an online medical portal for

physicians, medical technicians, and medical administrators to manage patient records

(“Services”). This Terms of Use and Conditions Agreement (“Agreement”) describes our

policies and practices while you are using the www.welpax.com website (“Site”). If you

become a member of Welpax by signing up through the Site, the act of applying for

membership and/or accessing the Site indicates your agreement to be bound by our Privacy

Policy.

 

 

1.    Notice

 

This Site is owned and operated by Welpax, LLC. Welpax has the right at any time

to change or discontinue any aspect or feature of the Site including, without limitation, the

content and software needed for access or use of the Site. By agreeing to use this Site and

its Services, you understand and agree to all terms and conditions of this Agreement. You

may visit our webpage to learn of our revised Agreement. All such changes will be binding

on you 14 calendar days after they are initially posted on the Site unless you are a new user,

in which case they are binding on you immediately.

 

2.    Intended Use

 

a.    This Site is intended for your benefit, to view, add to, or modify your patients’ medical records.

 

b.    You understand that Welpax does not accept any liability whatsoever for any harm that might result from any statements presented on the Site, including third-party advertisements posted on the Site.

 

c.    You understand that any statements by Welpax, its employees, agents, and affiliates are provided for informational purposes only.

 

 

3.    Our Services

 

Welpax makes no predictions, warranties, or guarantees, express or implied, about

the quality of any of the services or products provided by any individual, company, or

service provider utilizing the Site or featured on the Site and assumes no liability related

thereto.

 

The Site may be used by medical practitioners and staff to manage and access

patient records and for the purpose of sharing records with treating physicians and

facilities.

 

The Site may also be accessed by individuals to access their own personal medical

records and to allow others authorized by the individual to access the individual’s medical

records.

 

Additionally, the Site may be used under the following circumstances:

 

·          A physician needs access because a colleague has shared a record with him

or her and the colleague needs immediate response;

 

·          In an emergency or life threatening situation when the patient or patient’s

regular physician is not available to provide consent;

 

·          A patient requests temporary access for a physician that is not his or her

regular physician or on the patient’s physician list. This option will require

follow up with the patient.

 

Any of the above options selected will be recorded and logged in order to grant

access to the patient record. Physicians may add additional notes to the patient record.

WelPax will log every event in an access log and follow up with the facility or patient after

every event. The access log record will include all of the user’s login information, the

records accessed, and will be time stamped. The user bears all responsibility for the patient

record he or she accesses. The access logs are subject to subpoena in a court of law.

 

 

4.    Restrictions on Use

 

You must be at least 18 years of age to use the Site. You agree to be solely

responsible for (i) maintaining control over the use and/or access to the Site by minors in

your family or (ii) having access to your computer or login limited to the extent necessary to

restrict use to adults. Use of portions of the Site that require an account and you to log in

are intended for and restricted to medical professionals.

 

Each user of the Site receives a unique login. When entering the Site, each user

must enter his/her login name, password, and pin to access the site. Users are not to share

their login account information and are fully responsible for the safekeeping of their login

information and for their account.

 

Access to the Site is classified into three groups: Physicians, Technicians, and

Administration.

·         Physicians may view, add, modify, or print any data found in the patient’s record.

·         Technicians may add records and patients to the Site.

·         Admissions may only add new patients or update demographic information for existing patients.

 

All information accessed from the Site must be safeguarded according to the Health

Insurance Portability and Accountability Act (“HIPAA”) of 1996.

 

 

5.    Privacy Policy

 

Please see our Privacy Policy to review how information collected on the

Site is used by Welpax.

 

 

6.    Use of Information and Materials

 

Unauthorized use of our Site and systems, including but not limited to

unauthorized entry into our system, misuse of passwords, or misuse of any information

posted on the Site, is strictly prohibited. Not all products and services are available in all

geographic areas. Your eligibility for particular products and services is subject to final

determination by us.

 

 

7.    Membership

 

To gain membership to the Site, each applicant must apply for membership

according to the following procedure. Welpax screens each applicant to determine

whether or not membership is approved. Each applicant must provide the following

information to be considered for membership:

 

a.    Physicians. Physicians must complete a professional application that

contains the following information, which will be cross-referenced against the government

database at Welpax’s disposal to validate the authenticity of the information provided:

·          NPI number

·         Social Security number

·         Facility ID number (if available)

·         Professional Title

·         Gender

·         Personal Title

·         Full Name

·         Home address

·         Facility Address

·         Email

·         Specialty

 

b.    Technicians. Technicians must complete a professional application that

contains the following information. This data will be cross-referenced with the facility

records to validate its authenticity.

·         Social Security number

·         Facility ID number

·         Professional title

·         Gender

·         Personal title

·         Full Name

·         Home Address

·         Facility Address

·         Email

·         Specialty

 

c.    Administrators. Administrators must complete a professional application

that contains the following information. This data will be cross-referenced with the facility

records to validate its authenticity.

·         Social Security number

·         Facility ID number

·         Professional Title

·         Gender

·         Personal Title

·         Full Name

·         Home Address

·         Facility Address

·         Email

 

 

8.    Disclosure of Collected Information

 

a.    Information from the Site. Except as provided in this Agreement and in

our Privacy Policy, Welpax will not disclose to non-affiliated third parties without your

prior approval, your e-mail addresses, phone number, or other personal information, that

we collect via the Site. Welpax, however, will cooperate with official law enforcement

inquiries, such as fraud investigations, subpoenas, and government requests and will

disclose your information when necessary to comply with state and federal laws and

regulations.

 

b.    Disclaimer. We cannot ensure that all of your private communications

and other personal information will never be disclosed in ways not otherwise described in

this Agreement and in our Privacy Policy. By way of example (without limiting the

foregoing), we may be forced to disclose personal information to the government or third

parties under certain circumstances, third parties may unlawfully intercept or access

transmission or private communications, or users may abuse or misuse your personal

information that they collect from our Site.

 

c.    Type of Information Collected. Welpax may collect personal

information, such as: your name, e-mail address, postal address, shipping information,

telephone and facsimile numbers, and URL. Welpax may also automatically gather and

store information in log files: IP addresses, browser types, ISPs, referring/exit pages,

operating systems, date/time stamps, and movements around the Site. The Site may also

gather demographic information.

 

d.    Sharing of Information. Welpax will not gather and share customer and

client information with its advertisers. The manner in which we collect and use personally

identifying information voluntarily provided by you is described in our Privacy Policy.

Such information may also be used by Welpax to enforce this Agreement. You agree that

all information submitted by you is accurate and complete. You further agree that you will

not access the portions of the Site requiring a login unless you are a member of the Site.

Welpax may restrict or terminate access to the Site if it has reason to believe you have

provided false or inaccurate information.

 

 

9.    Enforcement

 

a.    Limitations of Warranties and Remedies. TO THE FULL EXTENT

ALLOWED BY LAW, WELPAX DISCLAIMS ALL WARRANTIES, TERMS, OR CONDITIONS, EXPRESS

OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,

INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR

A PARTICULAR PURPOSE. WELPAX NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON

TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE

SERVICES AND THE SITE. IN NO EVENT WILL WELPAX BE LIABLE FOR ANY INCIDENTAL,

CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST

PROFITS OR REVENUES, EVEN IF WELPAX HAS, OR SHOULD HAVE HAD, ANY KNOWLEDGE,

ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES.

 

b.    Indemnification. You agree to defend, indemnify, and hold harmless

Welpax and its officers and employees (the “Welpax Parties”) against any and all third

party claims, suits, costs, losses, liabilities, and expenses of any kind (including reasonable

attorneys’ fees) that Welpax may incur arising out of or resulting from the use of the Site or

any of the products or services of Welpax.

 

c.    Choice of Law and Venue. THIS AGREEMENT WILL BE CONSTRUED AND

GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT

APPLICATION OF CHOICE-OF-LAW PROVISIONS THAT WOULD REQUIRE APPLICATION OF THE

LAWS OF ANOTHER JURISDICTION. BY ENTERING INTO THIS AGREEMENT, ALL PARTIES

IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE VENUE AND PERSONAL JURISDICTION

OF THE STATE AND FEDERAL COURTS IN DALLAS COUNTY, TEXAS WITH REGARD TO ANY

DISPUTE RELATING TO THIS AGREEMENT OR ITS ENFORCEMENT. THE PARTIES ALSO HEREBY

WAIVE ANY CHALLENGE TO VENUE AND PERSONAL JURISDICTION THEY MAY HAVE TO A

LAWSUIT FILED IN A STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS, RELATING TO A

DISPUTE BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR ITS ENFORCEMENT.

 

d.    Severability. If any provision of this Agreement is found to be invalid,

illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining

provisions will not in any way be affected or impaired and a valid, legal, and enforceable

provision of similar intent and economic impact will be substituted therefore.

 

e.    Additional Provisions Regarding Liability. You and Welpax agree that

the following limitations will not be read so as to limit any liability to an extent that would

not be permitted under applicable law and specifically will not limit any liability for gross

negligence, intentional tortious, or unlawful conduct or damages for strict liability that may

not be limited by law.

 

f.     Notices. Any notices or communications sent by you to Welpax pursuant

to this Agreement must be in writing and sent to the address specified herein or such other

address as Welpax may specify in writing.

 

All notices will be sent to:

 

Welpax, LLC

750 N. Saint Paul, #605

Dallas, Texas 75201

 

10.   Additional Information

 

a.    Links. The Site may contain links to other sites. However, please be aware

that Welpax is not responsible for and cannot control the terms of use and conditions of

such other sites. We encourage you to be aware when you leave the Site, and to read the

terms of use of each and every website. This Agreement applies solely to this Site. We are

not responsible for the content, accuracy, or opinions expressed in such web sites.

Inclusion of any linked web site on our Site does not imply approval or endorsement of the

linked web site by us.

 

b.    Trademarks. Welpax, www.welpax.com, the WELPAX trademark, and all

page headers, custom graphics, and button icons are service marks, trademarks, and/or

trade dress of Welpax. All rights are reserved. All other trademarks appearing on the site

are the property of their respective owners.

 

c.    Copyrights. The Site contains copyrighted materials and other proprietary

information, including, without limitation, downloadable files, text, software, photos,

video graphics, music, and sound. The contents of the Site are protected under the United

States copyright laws. You may not modify, publish, transmit, display, participate in the

transfer or sale, create derivative works, or in any way exploit any of the content, in whole

or in part. No copyright, redistribution, retransmission, publication, or commercial

exploitation of downloadable material will be permitted without the express written

permission of Welpax and the copyright owner.

 

d.    Representations and Warranties. By using the Site, you represent and

warrant that you are using the Site solely for personal reasons and that you are not an

attorney or an agent of an attorney conducting an investigation to a potential claim related

to the Site, any materials available through the Site, or Welpax. You also represent and

warrant that you are not engaging in activities in an attempt to circumvent, or make any

efforts thereto, any encryption, password protection, or security features placed within the

Site or any subpart thereof, or reverse engineer any part of the Site, portions of the Site, or

any materials available through the Site. You also represent and warrant that any

information you provide us is true and accurate.

 

e.    Contact Us. If you have any questions or suggestions regarding this

Agreement, please contact us using the “Contact” page on our Site.

 

f.     HIPAA Compliance. To comply with the Health Insurance Portability

and Accountability Act (“HIPAA”) of 1996, you agree that you will not submit any

information or materials containing Protected Health Information (“PHI”). PHI is

information or materials relating to an individual’s medical condition or care and from

which an individual can be identified. You further agree to indemnify, defend, and hold

harmless Welpax and its affiliates and their respective officers, directors, agents, and

employees from, for and against any claim, demand or cause of action, including payments

of reasonable attorneys’ fees and costs arising out of or related to any violation of HIPAA

or failure to comply with the terms of this section. If Welpax determines that you have

distributed PHI on the Site without de-identifying it as required by HIPAA, it will so notify

you and may suspend or terminate your right to access the Site.