The agreement between RecordsFlow and your firm, incorporated into every Proposal by reference.
These Law Firm Terms of Service (these “Terms”) are entered into between RecordsFlow LLC, an Oregon limited liability company (“RecordsFlow,” “we,” “us,” or “our”), and the law firm or other organization that accepts these Terms or that signs or accepts a Proposal that references these Terms (“you” or “your”). These Terms are posted at recordsflow.com/rf-law-firm-terms and are incorporated into each Proposal by that reference. The parties agree as follows:
We provide a web-based platform through which you request, receive, and manage the medical records (“Records”) of your clients (each a “Client”) who has enrolled with RecordsFlow (the “Services”). Each proposal, order form, or quote that references these Terms and that you sign or accept (a “Proposal”) states the Services, the Fees, and any other commercial terms. If a Proposal conflicts with these Terms, the Proposal controls for that Proposal only. Any change to these Terms that we agree to with you will be stated in a Proposal or in a written amendment signed by both parties (an “Amendment”), and an Amendment controls over these Terms and each Proposal.
Clients access the Services directly, must agree to our end-user facing terms (the “End User Terms”), and must acknowledge our Privacy and Security Notice, posted at recordsflow.com/rf-privacy-and-security-notification (the “Privacy and Security Notice”). Records are retrieved only at the Client’s direction and are delivered to you because the Client has directed delivery of Records to you. A Client may withdraw that direction, revoke access to one or more Records, or delete the Client’s account at any time, and we will honor that choice, and we will have no liability to you for any such withdrawal, revocation or deletion (and no Fees will be refunded).
We may modify the Services, including their features and functionality, at any time. The Services depend on CLEAR, our Qualified Health Information Network, Amazon Web Services, the records custodians that respond to requests, and other third party services not offered by us (“Third-Party Services”). We do not control Third-Party Services and are not responsible for the integrity, confidentiality, availability or security of those services, or for whether a custodian holds, matches, or releases a Client’s records. If a Proposal includes training or implementation services, we will perform them remotely unless the Proposal states otherwise.
You will designate an administrator and the other individuals who may use the Services on your behalf (“Users”). You are responsible for all activity under your account, for the confidentiality of credentials, for the accuracy of the Client information your Users enter, and for promptly removing Users who no longer need access. We may suspend a User or your account if we reasonably believe it is being used in violation of these Terms or in a way that threatens the security of the Services or of Records. We are not liable for any loss, unauthorized disclosure, or other harm caused by your Users or by any person who obtains access through your account or credentials. We provide support by email at support@recordsflow.com during our normal business hours.
You may access, view, print, and export Records solely for the purpose of representing the Client and in accordance with applicable law, your professional obligations, and the Client’s instructions. You are responsible for your handling of Records after delivery, including Records exported to your systems.
We use Records and Client information only to provide the Services, to maintain security and audit logs, to comply with law, and as described in our Privacy and Security Notice. We do not sell Records or Client information and do not use Records or Client information to market our services. Data about your use of the Services that does not identify a Client (“Usage Data”) belongs to us.
We encrypt Records in transit and at rest, require multi-factor authentication, maintain audit logs, and host the Services on infrastructure configured for health information. The Privacy and Security Notice, available at recordsflow.com/rf-privacy-and-security-notification, describes our practices. We may update the Privacy and Security Notice from time to time, and we will post each update, with its effective date, at the address stated in Section 1 no later than its effective date.
A Client account and the Records associated with it remain on the Services until the earliest of: (a) the Client deletes the Client’s account; (b) you close the Client’s matter on the Services; (c) you remove the Client from your account because your representation of the Client has ended; or (d) these Terms terminate. When any of these occurs, we will remove the Client account and the Records associated with it from your account, other than audit logs and information that law requires us to keep, within the period stated in the Privacy and Security Notice.
When a Client revokes your access to a Record or deletes the Client’s account, the affected Records are removed from your view on the Services. When these Terms terminate, we will delete the Records associated with your account within 30 days, but Records may remain available to the Client as described in the End User Terms. You must export any Records you need before a Client account is deleted or these Terms terminate.
You represent and agree that:
You will pay the fees stated in each Proposal (“Fees”), which consist of: (a) a recurring Enterprise Access Fee; (b) a recurring fee for each office beyond the first that submits requests; and (c) a per-request fee for each record request that results in delivery of Records for a Client. The per-request fee is charged once per Client per request, regardless of the number of custodians that respond. No per-request fee is charged for a request that returns no data or that fails, and a Client’s later revocation does not reverse a fee for Records already delivered.
Recurring Fees are invoiced as set forth in the Proposal. Per-request Fees are invoiced monthly in arrears. If you request, or a Proposal provides for, training or implementation services at your location, you will reimburse the reasonable travel and living expenses for those services that you approve in advance in writing, which we will invoice at cost. One-time fees stated in a Proposal are due within 30 days after the effective date of the Proposal. All other invoices are due within 15 days after the invoice date.
We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Services on 10 days’ notice of nonpayment. Fees are exclusive of taxes, and you are responsible for all taxes on amounts payable under these Terms other than taxes on our income. We may change the Fees effective at the start of a renewal Subscription Term on at least 60 days’ notice.
These Terms begin on the effective date of the first Proposal and continue for the subscription term stated in that Proposal, which is 12 months unless the Proposal states otherwise (the “Subscription Term”). The Subscription Term renews for successive 12-month periods unless either party gives notice of non-renewal at least 60 days before the end of the then-current Subscription Term.
Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after notice. We may terminate these Terms immediately on notice if you use the Services in a manner that endangers Records or Clients. On termination: (a) your right to use the Services ends; (b) you will pay all Fees accrued through the termination date; (c) Records are handled as described in Section 3; and (d) Sections 3, 4, 5, 7, 8, 9, 10, 11, and 12 survive.
Each party will keep the other party’s non-public information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This obligation does not apply to information that becomes public without breach, that the receiving party independently develops, or that the receiving party lawfully receives from a third party without a duty of confidentiality. A party may disclose confidential information as required by law after giving notice to the other party, if legally permitted. Records and Client information are governed by Section 3 and the Privacy and Security Notice.
Each party represents that it has the authority to enter into these Terms and that it will comply with the laws applicable to its performance under these Terms. We warrant that the Services will perform materially as described in Section 1. Your sole remedy for breach of this warranty is correction of the nonconformity or, if we cannot correct it within 30 days after notice, termination of the affected Proposal and a refund of any prepaid Fees for the remainder of the Subscription Term.
EXCEPT AS STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY CUSTODIAN WILL HOLD OR RELEASE RECORDS, THAT RECORDS WILL BE COMPLETE OR ACCURATE, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT RECORDS WILL BE SUITABLE FOR ANY PARTICULAR LEGAL PURPOSE. THE SERVICES ARE NOT LEGAL ADVICE.
You will defend and indemnify us and our members, managers, employees, and agents against third-party claims, and the resulting losses, damages, and expenses (including reasonable attorney fees), arising from your or your Users’ use of Records, your breach of Section 3 or Section 4, or your violation of applicable law.
We will defend and indemnify you and your partners, employees, and agents against third-party claims, and the resulting losses, damages, and expenses (including reasonable attorney fees), alleging that the Services infringe a United States patent, copyright, or trademark, excluding claims arising from your use of the Services in violation of these Terms or in combination with systems we did not supply.
The indemnified party will give prompt notice of the claim and reasonable cooperation at the indemnifying party’s expense. The indemnifying party controls the defense and settlement of the claim, except that no settlement may impose an obligation on the indemnified party without its written consent.
NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF THESE TERMS. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY’S OBLIGATIONS UNDER SECTION 9, TO YOUR PAYMENT OBLIGATIONS, TO OBLIGATIONS UNDER SECTION 7 OR SECTION 11, OR TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
During the Subscription Term and for 12 months after it ends, you will not, without our prior written consent, solicit for employment or engagement, or hire or engage, any of our employees or any individual contractor who performed services for us in connection with the Services. A general solicitation that is not directed at our personnel, such as a public job posting, does not breach this Section.
If you breach this Section, you will pay us, as liquidated damages and not as a penalty, an amount equal to the individual’s annual compensation from us at the time of the breach. The parties agree that our damages from a breach of this Section are difficult to determine and that this amount is a reasonable estimate of them.
These Terms are governed by the laws of the State of Oregon without regard to its conflict-of-laws rules. Any action arising out of these Terms will be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and the prevailing party may recover its reasonable attorney fees and costs.
Notices under these Terms will be given by email to the addresses stated in the applicable Proposal and are effective on transmission. We may give notices to Users by posting in the Services.
Neither party may assign these Terms without the other party’s written consent, except that either party may assign these Terms without consent, on notice to the other party, to a successor in a merger or a sale of all or substantially all of its assets or of the business to which these Terms relate. If you assign these Terms to a successor that offers a product or service that competes with the Services, we may terminate these Terms on notice to you.
We may update these Terms effective at the start of a renewal Subscription Term on at least 60 days’ notice. Until an update takes effect for you, the version of these Terms in effect when you accepted the applicable Proposal continues to apply. Any other change to these Terms must be made by an Amendment.
The parties are independent contractors. Neither party is liable for a delay or failure in performance caused by an event beyond its reasonable control (a “Force Majeure Event”), except that a Force Majeure Event does not excuse payment obligations. These Terms, each Proposal, and each Amendment are the entire agreement between the parties on their subject matter and supersede all prior agreements and communications on that subject matter. Electronic signatures and click-through acceptance of these Terms are binding. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder of these Terms will remain in effect. A waiver is effective only if in writing.
RecordsFlow LLC · PO Box 117, West Linn, OR 97068 · support@recordsflow.com