Terms of Use

Screendox user agreement

Terms of Use

Screendox user agreement

SCREENDOX IS NOT SOLD; RATHER, COPIES ARE LICENSED TO A LICENSEE. J.L. WARD ASSOCIATES, INC. (HEREIN REFERRED TO AS “J.L. WARD”) AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN SCREENDOX. J.L. WARD PERMITS LICENSEE TO INSTALL AND USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY AND INTELLECTUAL PROPERTY OF SCREENDOX BUT ONLY IN ACCORDANCE WITH THE TERMS OF THIS USER AGREEMENT (HEREIN REFERRED TO AS ”AGREEMENT”).
NOTICE: SERVICES PROVIDED UNDER THIS AGREEMENT WILL EXPIRE AS PROVIDED HEREIN, UNLESS RENEWED.
This is a legal and enforceable contract between Licensee and J.L. Ward. Prior to installation or use of Screendox, Licensee represents it has read, is familiar with, and consents to the terms and conditions of this Agreement. If Licensee does not agree to the terms and conditions of this Agreement, Licensee is not authorized to install or use Screendox. By installing or using Screendox, Licensee expressly agrees to be bound by the terms and conditions of this Agreement.

1. License to Use Screendox.

Screendox is the property of J.L. Ward and is registered with and protected by the United States Copyright Office and the United States Patent and Trademark Office. See Trademarks and Copyrights. Upon Licensee’s acceptance of the terms and conditions contained in this Agreement, Licensee is granted a license to install and use Screendox as described herein (hereinafter “license”) until the earlier of either: (a) the completion of the support services for which use of Screendox is required or; (b) until such time as Screendox is deactivated and becomes non-operational. Unless otherwise agreed in writing by J.L. Ward, Licensee is not authorized to: (i) sublicense, rent, sell or lease any portion of Screendox or otherwise provide Screendox to a third party; (ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Screendox or create derivative works from Screendox; or (iii) use Screendox in any manner not authorized by this Agreement.

2. Clinician Verification of Information.

Licensee represents it is aware Screendox relies on patient self-reporting and a qualified clinician should verify each response with each patient at the time the patient reports the information. Any diagnosis should be made on clinical grounds, taking into account how well the patient understood the questionnaire, as well as other relevant information the qualified clinician collects from the patient.

3. Initial Term.

This Agreement shall begin on the date on-site training is completed and will automatically terminate one (1) year from that training date, unless Licensee purchases, and remits payment for, a license renewal as described in Section 4 – Annual Licensing Fee.

4. Annual Licensing Fee.

The Screendox annual licensing fee is:
License Category
Annual Licensing Fee
a. Screendox Database Annual License.
$10,000 each
b. Screendox Tablet Software Annual License.
$1,500 each
Licensee may install additional Screendox tablets under this Agreement by paying the Screendox Tablet Software Annual License fee for each new tablet prior to installation of the tablet as described in Section 4 – Annual Licensing Fee, by purchasing required hardware, and by paying the installation fees described in Section 5 – Hardware and Installation Costs. Such payment is required to be made to J.L. Ward as provided in Section 6 of this Agreement.

5. Hardware and Installation Costs.

In addition to the licensing fee described in Section 4, Licensee is responsible for purchasing or providing hardware (i.e., tablets and servers that meet Screendox specifications) and data communication access between the Screendox Database and Tablets, and Electronic Health Record (EHR) system. In addition, J.L. Ward will provide the following installation services for a fee:
Installation Services
Fees
a. Screendox Database installation.
$5,000 each
b. Subsequent Screendox Database installation for the same location and system (example: server OS has been upgraded and the Screendox Database needs to be re-installed and configured, or a new server is deployed and the reinstallation of Screendox is required).
$1,800 each
c. Screendox Tablet Software installation.
$800 each
d. Subsequent Screendox Tablet Software installation for the same location and system (example: tablet needs to be replaced and Screendox Tablet Software needs to be reinstalled and configured).
$400 each

6. Payment and Renewal.

Payment in full must be paid and received by J.L. Ward prior to the installation of a Screendox Database and/or Tablet. In addition, for an annual licensing renewal (as described in Section 4) payment must be received by J.L. Ward at least thirty (30) calendar days before the expiration date to prevent a disruption in service. The Screendox Database will start to notify the Licensee that the license is about to expire thirty (30) calendar days before the expiration date. If Licensee elects not to use Screendox after the initial term of this Agreement, Licensee’s license to use of Screendox will terminate. The termination of Licensee’s authorized use of Screendox shall not terminate or restrict the obligations of Licensee as contained in Section 13 – Survival of Provisions. J.L. Ward will submit a written invoice to Licensee detailing fees. Payments to J.L. Ward shall be made to:
J.L. Ward Associates, Inc.
9562 Winter Gardens Blvd., Suite D-358
Lakeside, CA 92040
619-938-1613
TIN: 32-0032215

7. Technical Support.

J.L. Ward agrees to provide Licensee technical support for Screendox and may issue updates, upgrades, or enhancements during the term of this Agreement, in the sole discretion of J.L. Ward. The Screendox Support Center will be available to Licensee and will be staffed by J.L. Ward support engineers Monday through Friday from 9:00 AM to 5:00 PM US Pacific Standard Time, except for federally-recognized holidays. Support requests will be responded to within 48 hours on business days (does not include weekends and holidays). Software installation tasks will be scheduled between J.L. Ward and Licensee. All installation and technical support requests must be made in writing via email to james@jlwardassociates.com. Licensee shall grant to J.L. Ward or its affiliates access to the production server and tablets at Licensee’s facilities for technical support. J.L. Ward will provide the following technical support during the term of this Agreement:
Support Service
Limits
a. “Bug/Error Fix Release” means an embodiment of the software that is released by J.L. Ward in order to correct functionality of the software that does not execute as outlined in the Documentation (written materials supplied by J.L. Ward, either in print or digital format, to be used in conjunction with the software for purposes including, but not limited to, installation, training, and demonstration of the software). Unexpected behavior isolated to Licensee’s specific configuration or environment does not constitute a Bug. A Bug is recognized only after it has been reproduced in steps provided by Licensee and has been confirmed by a J.L. Ward support engineer.
Unlimited
b. “Training” means creation of user accounts, demonstration on how to use the software, and answer questions regarding software usage and functionality.
1 day on-site training session per site
c. “Software Update Release” means an embodiment of the software that delivers minor performance improvements or enhancements of existing features and/or functionality to the software.
As available
d. “Software Upgrade Release” means an embodiment of the software that delivers substantial performance improvements, architectural changes or new features and/or functionality to the software.
As available

8. HARDWARE WARRANTY DISCLAIMER.

LICENSEE OWNS ALL HARDWARE UPON DELIVERY TO LICENSEE. FOLLOWING DELIVERY TO LICENSEE, LICENSEE IS RESPONSIBLE FOR KEEPING ALL HARDWARE IN PROPER WORKING CONDITION. J.L. WARD IS NOT RESPONSIBLE FOR ANY HARDWARE OR HARDWARE TECHNICAL SUPPORT. THE HARDWARE IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY PROVIDED BY THE MANUFACTURER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED.

9. Software Warranty.

J.L. Ward warrants to Licensee that the Screendox Database and Tablet Software will perform substantially in accordance with the specifications set forth in the Screendox Documentation during the term of this Agreement when used on the recommended operating system and hardware configuration. If Screendox does not perform substantially in accordance with the specifications set forth in the Screendox Documentation, the entire liability of J.L. Ward and its affiliates and Licensee’s exclusive remedy, at the option of J.L. Ward, will be limited to:

Remedy Options

a. Use commercially reasonable efforts to repair the software or replace it with software of substantially similar functionality; and/or
b. Extend the licensing term, on a prorated basis, starting on the date J.L. Ward received written notice from Licensee, during the term of this Agreement; or
c. Refund the license fee Licensee paid for the Screendox software, on a prorated basis, starting on the date J.L. Ward received written notice from Licensee, during the term of this Agreement.
Hardware costs and installation costs are not refundable.

10. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE CONTAINED HEREIN, J.L. WARD, ITS AFFILIATES, SUPPLIERS, OR CERTIFICATE AUTHORITIES SHALL NOT BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A J.L. WARD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, J.L. WARD AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR SCREENDOX AS STATED HEREIN. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
Nothing contained in this agreement limits J.L. Ward’s liability to Licensee in the event of death or personal injury resulting from J.L. Ward’s sole negligence. J.L. Ward is acting on behalf of its affiliates, suppliers, and Certificate Authorities for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. LICENSEE MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. J.L. WARD DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

11. Dispute Resolution.

J.L. Ward and Licensee agree to attempt to negotiate in good faith any dispute arising under this Agreement. In the event this negotiation is unsuccessful to resolve the dispute, both parties agree that any claim arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. The parties shall endeavor to resolve their claims by mediation using good faith in their negotiations. A request for mediation shall be made in writing, delivered to the other party to this Agreement. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in a mutually agreeable location and attendance of mediation shall not be deemed a consent to the jurisdiction of the courts of such jurisdiction. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Should a resolution between the parties not be reached at mediation, the parties to this Agreement agree to submit this dispute for resolution to a court of competent jurisdiction over the parties and subject matter.
SCREENDOX IS NOT SOLD; RATHER, COPIES ARE LICENSED TO A LICENSEE. J.L. WARD ASSOCIATES, INC. (HEREIN REFERRED TO AS “J.L. WARD”) AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN SCREENDOX. J.L. WARD PERMITS LICENSEE TO INSTALL AND USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY AND INTELLECTUAL PROPERTY OF SCREENDOX BUT ONLY IN ACCORDANCE WITH THE TERMS OF THIS USER AGREEMENT (HEREIN REFERRED TO AS ”AGREEMENT”).
NOTICE: SERVICES PROVIDED UNDER THIS AGREEMENT WILL EXPIRE AS PROVIDED HEREIN, UNLESS RENEWED.
This is a legal and enforceable contract between Licensee and J.L. Ward. Prior to installation or use of Screendox, Licensee represents it has read, is familiar with, and consents to the terms and conditions of this Agreement. If Licensee does not agree to the terms and conditions of this Agreement, Licensee is not authorized to install or use Screendox. By installing or using Screendox, Licensee expressly agrees to be bound by the terms and conditions of this Agreement.

1. License to Use Screendox.

Screendox is the property of J.L. Ward and is registered with and protected by the United States Copyright Office and the United States Patent and Trademark Office. See Trademarks and Copyrights. Upon Licensee’s acceptance of the terms and conditions contained in this Agreement, Licensee is granted a license to install and use Screendox as described herein (hereinafter “license”) until the earlier of either: (a) the completion of the support services for which use of Screendox is required or; (b) until such time as Screendox is deactivated and becomes non-operational. Unless otherwise agreed in writing by J.L. Ward, Licensee is not authorized to: (i) sublicense, rent, sell or lease any portion of Screendox or otherwise provide Screendox to a third party; (ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Screendox or create derivative works from Screendox; or (iii) use Screendox in any manner not authorized by this Agreement.

2. Clinician Verification of Information.

Licensee represents it is aware Screendox relies on patient self-reporting and a qualified clinician should verify each response with each patient at the time the patient reports the information. Any diagnosis should be made on clinical grounds, taking into account how well the patient understood the questionnaire, as well as other relevant information the qualified clinician collects from the patient.

3. Initial Term.

This Agreement shall begin on the date on-site training is completed and will automatically terminate one (1) year from that training date, unless Licensee purchases, and remits payment for, a license renewal as described in Section 4 – Annual Licensing Fee.

4. Annual Licensing Fee.

The Screendox annual licensing fee is:
License Category
Annual Licensing Fee
a. Screendox Database Annual License.
$10,000 each
b. Screendox Tablet Software Annual License.
$1,500 each
Licensee may install additional Screendox tablets under this Agreement by paying the Screendox Tablet Software Annual License fee for each new tablet prior to installation of the tablet as described in Section 4 – Annual Licensing Fee, by purchasing required hardware, and by paying the installation fees described in Section 5 – Hardware and Installation Costs. Such payment is required to be made to J.L. Ward as provided in Section 6 of this Agreement.

5. Hardware and Installation Costs.

In addition to the licensing fee described in Section 4, Licensee is responsible for purchasing or providing hardware (i.e., tablets and servers that meet Screendox specifications) and data communication access between the Screendox Database and Tablets, and Electronic Health Record (EHR) system. In addition, J.L. Ward will provide the following installation services for a fee:
Installation Services
Fees
a. Screendox Database installation.
$5,000 each
b. Subsequent Screendox Database installation for the same location and system (example: server OS has been upgraded and the Screendox Database needs to be re-installed and configured, or a new server is deployed and the reinstallation of Screendox is required).
$1,800 each
c. Screendox Tablet Software installation.
$800 each
d. Subsequent Screendox Tablet Software installation for the same location and system (example: tablet needs to be replaced and Screendox Tablet Software needs to be reinstalled and configured).
$400 each

6. Payment and Renewal.

Payment in full must be paid and received by J.L. Ward prior to the installation of a Screendox Database and/or Tablet. In addition, for an annual licensing renewal (as described in Section 4) payment must be received by J.L. Ward at least thirty (30) calendar days before the expiration date to prevent a disruption in service. The Screendox Database will start to notify the Licensee that the license is about to expire thirty (30) calendar days before the expiration date. If Licensee elects not to use Screendox after the initial term of this Agreement, Licensee’s license to use of Screendox will terminate. The termination of Licensee’s authorized use of Screendox shall not terminate or restrict the obligations of Licensee as contained in Section 13 – Survival of Provisions. J.L. Ward will submit a written invoice to Licensee detailing fees. Payments to J.L. Ward shall be made to:
J.L. Ward Associates, Inc.
9562 Winter Gardens Blvd., Suite D-358
Lakeside, CA 92040
619-938-1613
TIN: 32-0032215

7. Technical Support.

J.L. Ward agrees to provide Licensee technical support for Screendox and may issue updates, upgrades, or enhancements during the term of this Agreement, in the sole discretion of J.L. Ward. The Screendox Support Center will be available to Licensee and will be staffed by J.L. Ward support engineers Monday through Friday from 9:00 AM to 5:00 PM US Pacific Standard Time, except for federally-recognized holidays. Support requests will be responded to within 48 hours on business days (does not include weekends and holidays). Software installation tasks will be scheduled between J.L. Ward and Licensee. All installation and technical support requests must be made in writing via email to james@jlwardassociates.com. Licensee shall grant to J.L. Ward or its affiliates access to the production server and tablets at Licensee’s facilities for technical support. J.L. Ward will provide the following technical support during the term of this Agreement:
Support Service
Limits
a. “Bug/Error Fix Release” means an embodiment of the software that is released by J.L. Ward in order to correct functionality of the software that does not execute as outlined in the Documentation (written materials supplied by J.L. Ward, either in print or digital format, to be used in conjunction with the software for purposes including, but not limited to, installation, training, and demonstration of the software). Unexpected behavior isolated to Licensee’s specific configuration or environment does not constitute a Bug. A Bug is recognized only after it has been reproduced in steps provided by Licensee and has been confirmed by a J.L. Ward support engineer.
Unlimited
b. “Training” means creation of user accounts, demonstration on how to use the software, and answer questions regarding software usage and functionality.
1 day on-site training session per site
c. “Software Update Release” means an embodiment of the software that delivers minor performance improvements or enhancements of existing features and/or functionality to the software.
As available
d. “Software Upgrade Release” means an embodiment of the software that delivers substantial performance improvements, architectural changes or new features and/or functionality to the software.
As available

8. HARDWARE WARRANTY DISCLAIMER.

LICENSEE OWNS ALL HARDWARE UPON DELIVERY TO LICENSEE. FOLLOWING DELIVERY TO LICENSEE, LICENSEE IS RESPONSIBLE FOR KEEPING ALL HARDWARE IN PROPER WORKING CONDITION. J.L. WARD IS NOT RESPONSIBLE FOR ANY HARDWARE OR HARDWARE TECHNICAL SUPPORT. THE HARDWARE IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY PROVIDED BY THE MANUFACTURER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED.

9. Software Warranty.

J.L. Ward warrants to Licensee that the Screendox Database and Tablet Software will perform substantially in accordance with the specifications set forth in the Screendox Documentation during the term of this Agreement when used on the recommended operating system and hardware configuration. If Screendox does not perform substantially in accordance with the specifications set forth in the Screendox Documentation, the entire liability of J.L. Ward and its affiliates and Licensee’s exclusive remedy, at the option of J.L. Ward, will be limited to:

Remedy Options

a. Use commercially reasonable efforts to repair the software or replace it with software of substantially similar functionality; and/or
b. Extend the licensing term, on a prorated basis, starting on the date J.L. Ward received written notice from Licensee, during the term of this Agreement; or
c. Refund the license fee Licensee paid for the Screendox software, on a prorated basis, starting on the date J.L. Ward received written notice from Licensee, during the term of this Agreement.
Hardware costs and installation costs are not refundable.

10. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE CONTAINED HEREIN, J.L. WARD, ITS AFFILIATES, SUPPLIERS, OR CERTIFICATE AUTHORITIES SHALL NOT BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A J.L. WARD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, J.L. WARD AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR SCREENDOX AS STATED HEREIN. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
Nothing contained in this agreement limits J.L. Ward’s liability to Licensee in the event of death or personal injury resulting from J.L. Ward’s sole negligence. J.L. Ward is acting on behalf of its affiliates, suppliers, and Certificate Authorities for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. LICENSEE MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. J.L. WARD DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

11. Dispute Resolution.

J.L. Ward and Licensee agree to attempt to negotiate in good faith any dispute arising under this Agreement. In the event this negotiation is unsuccessful to resolve the dispute, both parties agree that any claim arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. The parties shall endeavor to resolve their claims by mediation using good faith in their negotiations. A request for mediation shall be made in writing, delivered to the other party to this Agreement. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in a mutually agreeable location and attendance of mediation shall not be deemed a consent to the jurisdiction of the courts of such jurisdiction. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Should a resolution between the parties not be reached at mediation, the parties to this Agreement agree to submit this dispute for resolution to a court of competent jurisdiction over the parties and subject matter.