eClinicalWorks Terms of Use Agreement

Legal Rights & Agreement Rules · Company commitment

eCW targets round-the-clock access but disclaims failures and force majeure

Section 5 says that, subject to Section 20 on force majeure, eCW uses the means it believes are reasonable to provide access to the Services 24 hours a day, seven days a week and to carry out necessary repair or maintenance for smooth operation. It is a reasonableness standard about means, not an uptime warranty. eCW disclaims liability for any failure or deficiency in performance for any reason, including maintenance, breakdown or an event beyond its reasonable control. Section 20 adds that eCW will not be deemed in breach or liable for breach of the Terms or the Privacy Policy due to an event beyond its reasonable control, listing examples such as acts of God, terrorism, war, invasion, public network failures, electrical shortages, Internet outage, labour disturbance, earthquakes, floods, civil disorder, strikes, fire, pandemics, epidemics and other natural, technological or social disasters.

Supporting quotations

Subject to Section 20 addressing Force Majeure, eCW uses the means it believes are reasonable to provide access to the Services 24 hours a day, 7 days a week, and to provide necessary repair or maintenance operations required for the smooth operation of the Services.

eCW disclaims any liability for any failure or deficiency in the performance of the Services for any reason whether such reason be maintenance, breakdown, or any event beyond eCW's reasonable control as described in Section 20 addressing Force Majeure.

20. Force Majeure

We will not be deemed to be in breach of these Terms or liable for any breach of these Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, Internet outage, labor disturbance, earthquakes or floods, civil disorder, strikes, fire, pandemics, epidemics, or other disaster (including without limitation, natural, technological, or social).

Qualifications & exceptions

• Access is pursued through means eCW believes reasonable; no specific uptime percentage is promised
• The commitment is expressly subject to the Section 20 force majeure provision
• Liability is disclaimed for failures caused by maintenance, breakdown or events beyond eCW's reasonable control

Not stated here

• The source does not state any service credit, notice or remedy when access falls below the 24/7 target

Cross-references

• related (model-proposed): eCW is not in breach for events beyond its reasonable control — references: The Section 5.1 availability sentence is expressly made subject to Section 20, and both cards quote the same force majeure text. The relation records that cross-reference; it adds no obligation beyond what each card states.
• contrast (model-proposed): eCW may change, suspend or discontinue any aspect of the Services without notice or liability — contrast: Section 5.1 states a reasonable-means target of round-the-clock access, while Section 16 lets eCW change, suspend or discontinue any aspect of the Services at any time without prior notice or liability. The two pull in different directions on continuity of access; the contrast records the tension and does not assert that either cancels the other.

Legal Rights & Agreement Rules · Restriction or exception

Under-13s are barred and 13-to-17 use depends on provider-managed consent

A person under 13 may not access, use or download the Services. For a minor between 13 and 17, the healthcare provider is responsible for ensuring that a parent or legal guardian has given written consent to the minor's use, unless applicable law allows the provider to give care or services without that consent; the provider must obtain any required written consent before use, and questions about consent go to the provider. By accessing, using or downloading the Services the user represents and warrants being 18 or older, or that a parent or guardian has consented in writing. The terms note that state and federal law may prevent a parent or guardian of a 13-to-17-year-old from viewing certain medical information without the minor's consent or the provider's discretion, so a provider may not grant full access to parents or guardians in that age category. The minors passage describes the provider, not eCW, as the party holding the consent duty; the Section 6 passage likewise states that use of the Services creates no healthcare provider/patient relationship with eCW.

Supporting quotations

If you are under 13 years old, you may not access, use or download the Services.

If you are a minor (between 13 and 17 years of age) using these Services, your healthcare provider is responsible for ensuring a parent or legal guardian has provided written consent for your use of these Services, unless applicable laws allow your healthcare provider to provide their care or services to you without such consent.

By accessing, using or downloading any of the Services, you represent and warrant that you are 18 years old or older, or otherwise that your parent(s) or guardian(s) have consented in writing to your use of the Services.

Under state and federal laws, there are certain types of medical information that a parent or legal guardian of a minor age 13 to 17 may not view without consent of the minor or at the discretion of the healthcare provider.

Because of these requirements, the minor's healthcare provider may not grant full Services access to parents or legal guardians of a minor in this age category.

Your use of the Services and/or any information or Content that is included on or transmitted through the Services is not intended to and will not create any healthcare provider/patient relationship of any kind between you and eCW or its affiliates

Qualifications & exceptions

• The under-13 prohibition is absolute in the text
• The 13-to-17 consent duty sits with the healthcare provider, not eCW
• Consent may be unnecessary where applicable law lets the provider give care or services without it
• The 18-or-older representation is satisfied by written parental or guardian consent
• State and federal law may limit a parent's or guardian's view of certain medical information for a 13-to-17-year-old

Not stated here

• The source does not describe how eCW verifies age or consent, or what happens to an account opened contrary to these limits

Legal Rights & Agreement Rules · Restriction or exception

Services are limited to residents of the 50 states, excluding territories

To access, use or download the Services a person must be a resident of the 50 States of the United States of America, exclusive of its commonwealths, territories and possessions. By accessing, downloading or using any of the Services the person represents and warrants that they are such a resident. The geographic limit is stated as an eligibility condition with a representation attached, and it excludes United States commonwealths, territories and possessions rather than only non-US countries.

Supporting quotations

5.3. United States Only

To access, use, or download the Services, you must be a resident of the 50 States of the United States of America, exclusive of its commonwealths, territories, and possessions.

By accessing, downloading, or using any of the Services, you represent and warrant that you a resident of the 50 States of the United States of America.

Qualifications & exceptions

• Residency is required in the 50 states, not merely in the United States
• Commonwealths, territories and possessions of the United States are expressly excluded
• The requirement is backed by a representation and warranty made by accessing, downloading or using the Services

Not stated here

• The source does not state how residency is verified or what happens to an existing account if a user moves outside the 50 states

Legal Rights & Agreement Rules · Restriction or exception

Using the Services creates no provider/patient relationship with eCW

Use of the Services, or of information or Content included on or transmitted through them, is not intended to create and will not create any healthcare provider/patient relationship of any kind between the user and eCW or its affiliates. The text says this holds whether the user is using Services such as provider location services or links to Affiliated Services that may help locate a medical professional. eCW also does not guarantee that communications between patients and Providers occur in real time. The denial is broad (any kind of relationship, with eCW or affiliates) and is tied to the type of service used rather than to the user's status.

Supporting quotations

6. Medical Disclaimers; No Provider/Patient Relationship; Provider Information

Your use of the Services and/or any information or Content that is included on or transmitted through the Services is not intended to and will not create any healthcare provider/patient relationship of any kind between you and eCW or its affiliates this shall be true whether you are utilizing any of the Services (e.g., provider location services) or links to Affiliated Services that may assist a user in locating a medical professional.

eCW does not guarantee that communications between patients and Providers occurs in real-time.

Qualifications & exceptions

• The denial covers any kind of healthcare provider/patient relationship with eCW or its affiliates
• It applies to use of the Services and to information or Content included on or transmitted through them
• It expressly covers provider location services and links to Affiliated Services that help locate a medical professional
• No guarantee is given that patient-Provider communications occur in real time

Not stated here

• The source does not describe which entity, if any, is treated as the provider of clinical services

Legal Rights & Agreement Rules · Restriction or exception

Content is informational only, with no endorsement and reliance at your risk

Any Content available on or through the Services is for informational and educational purposes only and is not a substitute for the professional judgment of a healthcare professional in diagnosing and treating patients; neither the Content nor any Services is intended to be substituted for medical diagnosis or treatment. eCW does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, off-label drug uses or other information mentioned on or transmitted through the Services, regardless of whether healthcare providers, insurance providers or similar professionals or organizations mentioned or transmitted it. Reliance on information obtained or used is solely at the user's own risk. The no-endorsement statement reaches clinical and product information supplied by third parties, so a listing or transmission is not a recommendation by eCW.

Supporting quotations

Any Content available on or through the Services is for informational and educational purposes only and is not a substitute for the professional judgment of a healthcare professional in diagnosing and treating patients.

Neither the Content nor any Services is intended to be substituted for medical diagnosis or treatment.

eCW does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on or transmitted through the Services (regardless of whether the foregoing is mentioned or transmitted by healthcare providers, insurance providers, or similar professionals or organizations).

Your reliance upon any information obtained or used by you is solely at your own risk.

Qualifications & exceptions

• Content is limited to informational and educational purposes
• The no-endorsement statement covers drugs, tests, physicians, products, procedures, opinions and off-label drug uses
• It applies regardless of whether a healthcare provider, insurer or similar organization supplied the information
• Reliance on information is solely at the user's own risk

Not stated here

• The source does not describe any editorial review or correction process for Content beyond eCW's discretionary review

Legal Rights & Agreement Rules · Restriction or exception

eCW disclaims accuracy of user and provider information; you must verify it

eCW disclaims liability for the accuracy of any information or Content provided or sent by the user or by other users of the Services, including the user's physician, other healthcare providers, insurance providers or their representatives. The user is responsible for verifying the accuracy of any information sent or received through the Services, including their patient health information, data or records. The duty therefore places the accuracy check on the user even where the information originates with a clinician or insurer, and the disclaimer covers information the user themself supplies.

Supporting quotations

eCW disclaims any liability for the accuracy of any information or Content provided or sent by you or other users of the Services, including your physician, other healthcare providers, insurance providers, or their representatives.

You shall be responsible for verifying the accuracy of any information you send or receive through the Services, including any of your patient health information, data, or records.

Qualifications & exceptions

• The liability disclaimer covers information and Content provided by the user and by other users
• It expressly includes physicians, other healthcare providers, insurance providers and their representatives
• The verification duty covers information sent and received, including patient health information, data and records

Not stated here

• The source does not describe what verification steps, correction rights or error-reporting route the user has

Legal Rights & Agreement Rules · Restriction or exception

eCW does not control provider availability and disclaims appointment and injury liability

eCW disclaims liability in any way to the user for any decision the user makes or any action occurring in connection with using the Services to locate or start a relationship with a medical professional. It has no control over and cannot and does not guarantee the availability of any provider that is part of the Services at any particular time. It will not be liable or responsible in any way for cancelled or otherwise unfulfilled appointments, any injury resulting from them, or any other injury resulting from use of the Services whatsoever. The disclaimer is not limited to scheduling; it reaches any injury resulting from use of the Services.

Supporting quotations

eCW disclaims any liability in any way to you for any decision you make or any actions that occur in connection with the use of the Services in locating and/or starting a relationship with a medical professional.

eCW has no control over, cannot and does not guarantee the availability of any provider that is a part of the Services at any particular time.

eCW will not be liable or responsible in any way for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Services whatsoever.

Qualifications & exceptions

• The disclaimer covers decisions and actions connected with locating or starting a relationship with a medical professional
• Provider availability at any particular time is not controlled or guaranteed
• The liability exclusion covers cancelled or unfulfilled appointments, resulting injury, and any other injury from use of the Services

Not stated here

• The source does not describe any complaint, rescheduling or escalation route for a cancelled appointment

Legal Rights & Agreement Rules · Procedure

You must verify a provider's credentials with licensing authorities before choosing one

Before selecting a healthcare professional the user must perform an independent investigation by telephoning the appropriate licensing authorities to verify listed credentials and education, and by further verifying information about a particular doctor or other healthcare provider with the Provider's office, the user's current Provider, the medical association for the Provider's specialty, the user's state medical board, and other appropriate sources. The duty is specific about the calls to make and confirms that credential information listed in the Services is not verified by eCW for the user's benefit.

Supporting quotations

You shall perform an independent investigation prior to selecting a healthcare professional by making telephone calls to the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular doctor or other healthcare provider by confirming with the Provider's office, your current Provider, the medical association relative to the Provider's specialty and your state medical board, and consulting other sources as may be appropriate.

Qualifications & exceptions

• The investigation must happen before selecting a healthcare professional
• It requires telephone calls to the appropriate licensing authorities to verify listed credentials and education
• It extends to confirming with the Provider's office, the user's current Provider, the relevant medical association, the state medical board and other sources

Not stated here

• The source does not describe which credential fields are displayed or how they are sourced

Legal Rights & Agreement Rules · Company practice

eCW may amend the Terms to comply with Privacy Laws

The user acknowledges and agrees that these Terms may be amended from time to time if necessary to comply with the Privacy Laws. The stated ground for amendment is compliance with Privacy Laws, and the passage does not describe notice of the amendment, its effective date or any user choice; the general amendment mechanics, if any, appear elsewhere in the Terms.

Supporting quotations

You acknowledge and agree that these Terms may be amended from time to time if necessary to comply with the Privacy Laws.

Qualifications & exceptions

• Amendment is tied to what is necessary to comply with the Privacy Laws
• The user acknowledges and agrees to that possibility

Not stated here

• The source does not state how the amendment is notified or when it takes effect

Legal Rights & Agreement Rules · Context

Section 7 requirements survive the end of use

The requirements of Section 7 will survive termination of the user's use of the Services. The sentence keeps the PHI compliance, monitoring, licence and liability provisions in force after the user stops using the Services, and it does not name an end date.

Supporting quotations

The requirements of this Section 7 will survive the termination of your use of the Services.

Qualifications & exceptions

• Survival attaches to the requirements of Section 7 as a whole
• It is triggered by termination of the user's use of the Services

Not stated here

• The source does not state a period after which the surviving requirements lapse

Legal Rights & Agreement Rules · Restriction or exception

Users must comply with Applicable Laws when handling PHI and warrant that at all times

When a user uses the Services to upload, transmit or receive PHI, the user agrees, to the extent applicable, to comply with all applicable local, state, federal or international law, rule or regulation, including the Privacy Laws, any court order and other orders or decisions in governmental, administrative or judicial proceedings (collectively Applicable Laws). The user represents and warrants that they will at all times comply with all directly or indirectly Applicable Laws that now or later govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance and storage of PHI. The warranty is continuous and covers a broad list of processing activities, including reporting and maintenance as well as transmission.

Supporting quotations

When you use the Services to upload, transmit, or receive PHI, you agree that, to the extent applicable, you shall comply with all applicable local, state, federal or international law, rule, or regulation, including, but not limited to, the Privacy Laws, any court order, or other order or decision in any governmental, administrative or judicial proceeding (collectively "Applicable Laws").

You represent and warrant that you will, at all times, comply with all directly or indirectly Applicable Laws that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of PHI.

Qualifications & exceptions

• Triggered when the user uploads, transmits or receives PHI through the Services
• Compliance runs to the extent applicable
• The Applicable Laws definition includes court orders and other governmental, administrative or judicial orders
• The warranty is given at all times and covers gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance and storage

Not stated here

• The source does not describe how compliance is monitored or what evidence a user must keep

Legal Rights & Agreement Rules · Restriction or exception

eCW disclaims liability for a user's use or misuse of PHI

In capitals, eCW disclaims any liability for the user's use or misuse of PHI or other information transmitted, monitored, stored or received while using the Services, whether to a Provider located using the Services or otherwise. The disclaimer covers both the user's own misuse and the transmission channel, and it is not limited to information sent to a provider found through the Services.

Supporting quotations

eCW DISCLAIMS ANY LIABILITY FOR YOUR USE OR MISUSE OF PHI OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SERVICES WHETHER TO A PROVIDER LOCATED USING THE SERVICES OR OTHERWISE.

Qualifications & exceptions

• Covers the user's use or misuse
• Covers PHI and other information transmitted, monitored, stored or received while using the Services
• Applies whether or not the recipient Provider was located using the Services

Not stated here

• The source does not describe any exception for eCW's own acts or for legally required disclosures

Legal Rights & Agreement Rules · Restriction or exception

Use is limited to lawful purposes, and third-party and eCW rights must not be infringed

The user may only use the Services for lawful purposes in compliance with Applicable Laws, and in accessing, using or downloading the Services the user shall not infringe any copyright, patent, right of privacy, right of publicity, trademark, trade secret or other right of eCW or any third party. The opening sentence sets the affirmative limit, while the enumerated first prohibition restates the rights of eCW and third parties that the user must not infringe.

Supporting quotations

8. Prohibited Conduct

You may only use the Services for lawful purposes in compliance with Applicable Laws.

(i) infringe any copyright, patent, right of privacy, right of publicity, trademark, trade secret, or other right of eCW or any third party;

Qualifications & exceptions

• The permitted purpose is lawful use in compliance with Applicable Laws
• The prohibition applies during access, use or download of the Services
• The protected rights include copyright, patent, privacy, publicity, trademark, trade secret and other rights of eCW or a third party

Not stated here

• The source does not describe how a violation is detected or what consequence follows under this section

Legal Rights & Agreement Rules · Restriction or exception

Abuse, defamation, harassment and stalking of individuals are prohibited

The user shall not abuse, defame, harass or stalk any individual or other user of the Services. The prohibition protects any individual, not only other users, and names four kinds of conduct without defining them in the Terms.

Supporting quotations

(ii) abuse, defame, harass, or stalk any individual or other user of the Services;

Qualifications & exceptions

• Protects any individual or other user
• The named conducts are abuse, defamation, harassment and stalking
• The source does not define these conducts here

Not stated here

• The source does not describe a reporting channel or the standard for determining a violation

Legal Rights & Agreement Rules · Restriction or exception

Spam and unsolicited solicitation are prohibited, with a written-permission carve-out

The user shall not engage, directly or indirectly, in transmission of chain letters, junk mail, spam or any other type of unsolicited solicitation. The user also shall not advertise, offer to sell or sell goods or services set forth in the Services, or otherwise use the Services to solicit other users, except as expressly permitted by eCW. The direct-or-indirect wording reaches transmission arranged through others, and the advertising ban carries an express-permission exception that the spam ban does not repeat.

Supporting quotations

(vii) engage, directly or indirectly, in transmission of chain letters, junk mail, spam, or any other type of unsolicited solicitation;

(x) advertise, offer to sell, or sell any goods or services set forth in the Services or otherwise use the Services to solicit other users, except as expressly permitted by eCW;

Qualifications & exceptions

• The solicitation ban covers direct and indirect transmission
• Named forms are chain letters, junk mail, spam and other unsolicited solicitation
• The advertising, selling and user-solicitation ban applies except as expressly permitted by eCW
• The eCW permission exception appears only in the advertising and solicitation clause

Not stated here

• The source does not describe how express permission is requested or recorded

Legal Rights & Agreement Rules · Restriction or exception

Postings must not restrict or inhibit other users' use and enjoyment

If posting functionality is available, the user shall not submit any Posting that restricts or inhibits any other user from using and enjoying the Services or any Affiliated Services, in whole or in part. The limit covers Affiliated Services as well as the Services, and the qualifier in whole or in part reaches partial interference.

Supporting quotations

(i) restricts or inhibits any other user from using and enjoying the Services or any Affiliated Services, in whole or in part;

Qualifications & exceptions

• Applies only if the posting functionality is available
• Protects use and enjoyment of the Services and any Affiliated Services
• Partial as well as complete interference is covered

Not stated here

• The source does not define what conduct counts as restricting or inhibiting another user

Legal Rights & Agreement Rules · Restriction or exception

Abusive, obscene, threatening and unlawful Postings are prohibited

The user shall not submit any Posting that is abusive, defamatory, inaccurate, indecent, false, libelous, misleading, obscene, offensive, pornographic, profane, threatening, sexually explicit, vulgar or unlawful in any manner. The same restriction reaches a Posting that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation. Both inaccurate content and content inviting unlawful conduct are covered, with unlawful in any manner setting the outer limit of the first list.

Supporting quotations

(ii) is abusive, defamatory, inaccurate, indecent, false, libelous, misleading, obscene, offensive, pornographic, profane, threatening, sexually explicit, vulgar, or unlawful in any manner;

(iii) constitutes or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, rule or regulation;

Qualifications & exceptions

• The content list is illustrative of prohibited qualities rather than exhaustive categories
• Inaccurate, false and misleading content are separately named
• The conduct clause covers encouraging as well as constituting an offense
• It reaches civil liability and any law, rule or regulation, not only criminal offenses

Not stated here

• The source does not describe who assesses whether a Posting is offensive or inaccurate

Legal Rights & Agreement Rules · Restriction or exception

Postings must not contain false or misleading statements of fact

The user shall not submit any Posting that constitutes or contains false or misleading statements of fact. The clause is limited to statements of fact, which leaves expressions of opinion outside its wording, and it reaches a Posting that consists of such a statement as well as one that merely contains it.

Supporting quotations

(viii) constitutes or contains false or misleading statements of fact.

Qualifications & exceptions

• Limited to statements of fact
• Covers a Posting that constitutes as well as contains such statements
• Both false and misleading statements are named

Not stated here

• The source does not describe how falsity is determined or who may challenge a statement

Legal Rights & Agreement Rules · Restriction or exception

Users bear liability for relying on Postings, and eCW disclaims Posting liability

The user shall evaluate and assume all liability associated with the use of any Postings, including any reliance on their accuracy, completeness or usefulness, and eCW disclaims any liability arising from the use of any Posting by the user or any third party. The allocation covers reliance on content quality as well as third-party use, and it does not carve out a remedy for eCW's own moderation decisions in its wording.

Supporting quotations

You shall evaluate and assume all liability associated with the use of any Postings, including any reliance on the accuracy, completeness, or usefulness of such Postings. eCW disclaims any liability arising from the use of any Posting by you or any third party.

Qualifications & exceptions

• The user's assumption of liability covers reliance on accuracy, completeness or usefulness
• The disclaimer covers use by the user and by any third party
• It is phrased as all liability, without a stated exception in this passage

Not stated here

• The source does not describe any exception for content eCW itself authors or edits

Legal Rights & Agreement Rules · Restriction or exception

eCW disclaims control, warranties and liability for Linked Sites

The Services may contain links to websites of eCW affiliates, partners, advertisers or unrelated third-party companies, or links to other websites or mobile applications, collectively the Linked Sites. eCW states that it does not own and has no control over the Linked Sites, disclaims any liability and warranties, and makes no representations about the availability of those sites, their content, advertising material or the products or services available at or through them. The user acknowledges and agrees that eCW disclaims any responsibility or liability, including for direct or indirect damage, that may result from visiting a Linked Site, using its contents, products or services, contacting its owners or operators, or in connection with any Linked Site.

Supporting quotations

The Services may also contain links to the websites of eCW affiliates, partners, advertisers, or unrelated third party companies or links to other websites or mobile applications (collectively, "Linked Sites").

eCW does not own and has no control over the Linked Sites and disclaims any liability, and warranties, and makes no representations with respect to the availability of these Linked Sites, their content, advertising material, and the products or services available at or through the Linked Sites.

You acknowledge and agree that eCW disclaims any responsibility or liability, including for any direct or indirect damage, that may result from your visit to a Linked Site; from your use of the contents, products, or services of a Linked Site; from your contact with their owners or operators; or in connection with any Linked Site.

Qualifications & exceptions

• Linked Sites include affiliates, partners, advertisers, unrelated third-party companies and other websites or applications
• The disclaimer covers availability, content, advertising material and products or services
• The liability disclaimer expressly includes direct and indirect damage
• It reaches visiting a site, using its contents, products or services, and contacting its operators

Not stated here

• The source does not describe any vetting of Linked Sites before a link is included

Legal Rights & Agreement Rules · Context

A link does not mean eCW endorses or is affiliated with the Linked Site

eCW states that it does not endorse any Linked Sites, is not bound by the terms and conditions, if any, of such Linked Sites, and that the existence of a Linked Site does not mean eCW has any affiliation, connection, endorsement or sponsorship of the site or its owners or operators. References or hypertext links to third-party names, logos or marks, including those of Linked Sites or their partners, products and services, do not constitute or imply endorsement, sponsorship or recommendation by eCW. The passage separates the fact of a link from any relationship or approval.

Supporting quotations

eCW does not endorse any Linked Sites, is not bound by the terms and conditions, if any, of such Linked Sites, and the existence of a Linked Site does not mean that eCW has any affiliation, connections, endorsement, or sponsorship of such Linked Sites or their owners or operators.

References or hypertext links made or included on the Services to any names, logos, or marks of third parties, including, without limitation, the Linked Sites' partners or Linked Sites' products and services, do not constitute or imply our endorsement, sponsorship, or recommendation.

Qualifications & exceptions

• Covers Linked Sites and their owners or operators
• eCW states it is not bound by Linked Site terms
• The no-endorsement statement extends to third-party names, logos and marks referenced on the Services
• Endorsement, sponsorship and recommendation are all denied

Not stated here

• The source does not describe any case in which eCW would accept responsibility for a linked site's content

Legal Rights & Agreement Rules · Restriction or exception

Linked Site use is at the user's risk under that site's terms

The user acknowledges and agrees that use of a Linked Site is solely at the user's own risk and is subject to that Linked Site's terms of use, privacy policies and other practices. eCW states it has no obligation to inform or update the user about the terms and conditions of access, use or service, or the privacy policies of Linked Sites, and directs anyone with questions about a Linked Site to review that site's terms and privacy policy or contact the applicable party. Responsibility for the linked site's terms and practices is placed with the user and the Linked Site.

Supporting quotations

You acknowledge and agree that your use of a Linked Site shall be solely at your own risk and will be subject to that Linked Site's terms of use, privacy policies, and other practices. We have no obligation to inform or update you regarding the terms and conditions of access, use or service, or the privacy policies of Linked Sites.

Qualifications & exceptions

• Use of a Linked Site is solely at the user's own risk
• That site's terms of use, privacy policies and other practices govern
• eCW has no obligation to inform or update the user about those terms or policies
• Questions about a Linked Site are directed to that site or its operator

Not stated here

• The source does not describe any notice eCW would give if a linked site's practices changed

Legal Rights & Agreement Rules · Context

The Privacy Policy is incorporated into the Terms

Section 11 states that eCW's Privacy Policy applies to use of the Services and that its terms are incorporated and made a part of these Terms. The Privacy Policy is identified by a link to request.eclinicalworks.com rather than reproduced in the agreement, so its data practices are governed by a separate document that forms part of the Terms.

Supporting quotations

11. Privacy

Our Privacy Policy applies to use of the Services, and its terms are hereby incorporated and made a part of these Terms.

Qualifications & exceptions

• The Privacy Policy applies to use of the Services
• Its terms are incorporated and made part of these Terms
• The policy is identified by an external link rather than reproduced here

Not stated here

• The Privacy Policy text, its version and any change-notice terms are not in this document, so the data practices it describes are not verified here

Legal Rights & Agreement Rules · Context

Users represent authority, no conflicting obligations and a binding contract

The user represents, warrants and covenants that they have the full power and authority to enter into and perform their obligations under these Terms; that their assent to and performance of those obligations do not breach or conflict with any other agreement or arrangement binding them or with any Applicable Laws; and that they are able to form a legally binding contract, with the Terms constituting legal, valid and binding obligations enforceable in accordance with their terms. Each statement is framed as a representation, warranty and covenant by the user, and they are grouped in a single introductory clause.

Supporting quotations

12. Your Representations, Warranties, and Indemnification to eCW

You represent, warrant, and covenant to eCW that: (i) you have the full power and authority to enter into and perform your obligations under these Terms; (ii) your assent to, and performance of, your obligations under these Terms do not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any Applicable Laws; (iii) you are able to form a legally binding contract, and these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with their terms;

Qualifications & exceptions

• Each item is a representation, warranty and covenant by the user
• The no-conflict statement covers other agreements and Applicable Laws
• Enforceability is stated in accordance with the Terms' own terms

Not stated here

• The source does not describe any verification of authority or consequence specific to a false representation, beyond the indemnity below

Legal Rights & Agreement Rules · Restriction or exception

Users warrant they will not use the Services for improper, harassing or unlawful purposes

The user represents, warrants and covenants that they are not using, and will not use, the Services, any Affiliated Services, or any information contained in them for any improper, harassing or unlawful purpose. The warranty covers use of information obtained through the Services as well as use of the Services themselves, and improper is not defined in the Terms.

Supporting quotations

(vi) you are not using, and will not use, the Services, any Affiliated Services, or any information contained therein for any improper, harassing, or unlawful purpose;

Qualifications & exceptions

• Covers the Services, Affiliated Services and any information contained in them
• Covers present and future use
• The named purposes are improper, harassing and unlawful

Not stated here

• The source does not define improper, which is broader than unlawful

Legal Rights & Agreement Rules · Restriction or exception

Users warrant compliance with Applicable Laws, including the Terms

The user represents, warrants and covenants that they will comply with all Applicable Laws in their use of the Services and the Affiliated Services, including these Terms. The Terms themselves are treated as part of the compliance standard, which links this warranty to every other obligation in the document.

Supporting quotations

(vii) you will comply with all Applicable Laws in your use of the Services and the Affiliated Services, including these Terms; and

Qualifications & exceptions

• Applies in use of the Services and the Affiliated Services
• The Terms are included within the compliance standard
• Applicable Laws is the defined term used in Sections 7 and 8

Not stated here

• The source does not describe monitoring of compliance or any cure period

Legal Rights & Agreement Rules · Restriction or exception

Users must indemnify eCW and its affiliates for third-party claims

The user agrees to indemnify and hold eCW and its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members and managers (the Indemnified Parties) harmless from any and all damages, losses, costs, fines, settlements or expenses, including attorney's fees and costs, incurred in connection with any third-party Claim, including a regulatory or government authority or a third party in a judicial action or administrative proceeding. A Claim triggers the indemnity where it alleges facts that would constitute a breach of any provision of the Terms, arises from or is connected with the user's access, use or download of the Services, any Affiliated Services or their Content, or arises from the user's non-compliance with any Applicable Laws. The passage states no cap, notice procedure or control-of-defence term in its own text.

Supporting quotations

You agree to indemnify and hold eCW and its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members, and managers ("Indemnified Parties") harmless from any and all damages, losses, costs, fine, settlement, or expenses (including without limitation, attorney's fees and costs) incurred in connection with any third-party claim, demand or action (including, without limitation, any regulatory or government authority, or third party in a judicial action or administrative proceeding) ("Claim") brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach by you of any provision of these Terms of Use; (ii) arising from, related to, or connected with your access, use or download of the Services, any Affiliated Services and/or its Content; or (iii) arising from, related to, or connected with your non-compliance with any Applicable Laws.

Qualifications & exceptions

• Indemnified Parties are eCW and its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members and managers
• Covered amounts include damages, losses, costs, fines, settlements and expenses including attorney's fees
• Claims include regulatory or government authority actions and judicial or administrative proceedings
• The three grounds are breach allegations, connection with access, use or download of the Services or Content, and non-compliance with Applicable Laws

Not stated here

• The source does not state a cap, a notice requirement or who controls the defence in this passage

Legal Rights & Agreement Rules · Context

Section 13 defines eCW Representatives to include volunteers and suppliers

For this section, eCW Representatives refers to eClinicalWorks, LLC and its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers and suppliers. The definition is local to Section 13 and adds volunteers and suppliers to the corporate and individual roles named in the Section 12 indemnity.

Supporting quotations

As used below in this section, "eCW Representatives" refers to eClinicalWorks, LLC, and its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers, and suppliers.

Qualifications & exceptions

• Applies as used in Section 13
• Includes volunteers and suppliers in addition to eCW's corporate affiliates, officers and personnel

Not stated here

• The source does not describe the role volunteers or suppliers play in the Services

Legal Rights & Agreement Rules · Restriction or exception

Services and Content are provided as is with all warranties disclaimed

The Services, Content and any information included on or provided through the Services or the Affiliated Services, including related websites and applications, are presented on an as is basis without warranty of any kind, express or implied. The eCW Representatives disclaim all warranties and conditions, express, implied or statutory, including implied warranties or conditions of merchantability, fitness for a particular purpose and lack of negligence or workmanlike effort. The section adds that some states and jurisdictions do not allow limitations on implied warranties, so the limitation may not apply to a given user, and that the provisions are enforceable to the maximum extent permitted by Applicable Laws.

Supporting quotations

13. Disclaimers, Exclusions and Limitations

13.1. DISCLAIMER OF WARRANTIES

THE SERVICES, CONTENT AND ANY INFORMATION INCLUDED ON OR PROVIDED THROUGH THE SERVICES OR THE AFFILIATED SERVICES (INCLUDING ALL RELATED WEBSITES AND APPLICATIONS) ARE PRESENTED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE eCW REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND LACK OF NEGLIGENCE OR WORKMANLIKE EFFORT. WITHOUT LIMITING THE FOREGOING PROVISIONS:

SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Qualifications & exceptions

• Covers the Services, Content and information included on or provided through the Services and Affiliated Services, including related websites and applications
• Names merchantability, fitness for a particular purpose and lack of negligence or workmanlike effort among the disclaimed warranties
• Some jurisdictions do not allow implied-warranty limitations, so the limitation may not apply
• Enforceable only to the maximum extent permitted by Applicable Laws

Not stated here

• The source does not identify which jurisdictions limit the disclaimer or whether any express warranty survives elsewhere in the Terms

Legal Rights & Agreement Rules · Restriction or exception

Users bear sole responsibility for selecting the Services and for results obtained

The user assumes sole responsibility for selecting the Services and their Content to achieve the user's intended results, and sole responsibility for the use of, and results obtained from, the Services and their Content. The allocation is stated as a disclaimer item following the general warranty disclaimer rather than as a separate covenant.

Supporting quotations

(1) YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SERVICES AND/OR THEIR CONTENT TO ACHIEVE YOUR INTENDED RESULTS AND SOLE RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM, THE SERVICES AND/OR THEIR CONTENT;

Qualifications & exceptions

• Covers both selection of the Services and Content and the results obtained from them
• Stated within Section 13.1's disclaimer list

Not stated here

• The source does not describe how this allocation interacts with any obligation eCW retains elsewhere

Legal Rights & Agreement Rules · Restriction or exception

No warranty for information from third-party sources, including users

The eCW Representatives make no representation or warranty that information obtained from third-party sources, including any users of the Services, used on or within the Services or any Affiliated Services, or received in connection with converting or transmitting data in different formats, is accurate, timely or error free. The eCW Representatives also state that they are not responsible in any way for the information obtained from such sources.

Supporting quotations

(3) THE eCW REPRESENTATIVES MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION OBTAINED FROM THIRD PARTY SOURCES (INCLUDING, BUT NOT LIMITED TO, ANY USERS OF THE SERVICES) USED ON OR WITHIN THE SERVICES OR ANY AFFILIATED SERVICES OR RECEIVED IN CONNECTION WITH CONVERTING OR TRANSMITTING ANY DATA RECEIVED IN DIFFERENT FORMATS IS ACCURATE, TIMELY, OR ERROR FREE, AND THE eCW REPRESENTATIVES ARE NOT RESPONSIBLE IN ANY WAY FOR THE INFORMATION OBTAINED FROM SUCH SOURCES;

Qualifications & exceptions

• Covers information from third-party sources, including users of the Services
• Extends to data received in connection with converting or transmitting data in different formats
• States the eCW Representatives are not responsible in any way for such information

Not stated here

• The source does not identify which third-party sources supply information to the Services

Legal Rights & Agreement Rules · Restriction or exception

No representation about the suitability, character or integrity of participants

The eCW Representatives make no representation or warranty regarding the suitability of any persons participating in the Services or the Affiliated Services, or regarding the character or integrity of such persons. The item addresses people who participate in the Services rather than the content they provide.

Supporting quotations

(5) THE eCW REPRESENTATIVES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE SUITABILITY OF ANY PERSONS PARTICIPATING IN THE SERVICES OR THE AFFILIATED SERVICES OR REGARDING THE CHARACTER OR INTEGRITY OF SUCH PERSONS.

Qualifications & exceptions

• Covers any persons participating in the Services or Affiliated Services
• Addresses suitability, character and integrity

Not stated here

• The source does not describe any vetting or credential checks for participants

Legal Rights & Agreement Rules · Restriction or exception

Liability is excluded for all damages under any legal theory, including negligence

Under no circumstances and under no legal theory are the eCW Representatives or the third parties mentioned on the Services or Affiliated Services and their related websites and applications liable to the user or to any other person or entity for any damages whatsoever, including direct, indirect, special, incidental, consequential, exemplary, punitive or other damages, arising out of or related to use or inability to use the Services, Affiliated Services, related websites and applications or their Content, or otherwise under or in connection with any provision of the Terms. The exclusion applies even in the event of fault, tort including negligence and gross negligence, strict liability, breach of contract or breach of warranty, and even if the excluded parties were advised of the possibility of such damages. The section states no liability cap and instead excludes the listed damages outright, subject to jurisdictions that do not allow exclusion or limitation of incidental or consequential damages and to enforceability to the maximum extent permitted by Applicable Laws.

Supporting quotations

13.2. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL THE eCW REPRESENTATIVES OR THE THIRD PARTIES MENTIONED ON THE SERVICES OR THE AFFILIATED SERVICES (AND ALL RELATED WEBSITES AND APPLICATIONS) BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY CHARACTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SERVICES, THE AFFILIATED SERVICES, RELATED WEBSITES AND APPLICATIONS, AND/OR THEIR CONTENT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY THE eCW REPRESENTATIVES OR THE THIRD PARTIES MENTIONED ON THE SERVICES OR ANY AFFILIATED SERVICES (OR RELATED WEBSITES AND APPLICATIONS), AND EVEN IF THE eCW REPRESENTATIVES OR THE THIRD PARTIES MENTIONED ON THE SERVICES OR ANY AFFILIATED SERVICES (OR RELATED WEBSITES AND APPLICATIONS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Qualifications & exceptions

• Covers the eCW Representatives and third parties mentioned on the Services or Affiliated Services
• Includes direct, indirect, special, incidental, consequential, exemplary and punitive damages
• Applies despite fault, tort including negligence and gross negligence, strict liability, breach of contract or breach of warranty
• Applies even if the excluded parties were advised of the possibility of damages
• Some jurisdictions do not allow exclusion of incidental or consequential damages, so the exclusion may not apply
• No monetary cap is stated in this passage; the exclusion replaces a cap

Not stated here

• The source does not state whether any liability survives, such as for gross misconduct in a jurisdiction that voids such exclusions

Legal Rights & Agreement Rules · Restriction or exception

eCW may recover its attorney's fees and costs if it sues over a violation

If eCW takes legal action against the user as a result of the user's violation of the Terms, eCW is entitled to recover from the user, and the user agrees to pay, all reasonable attorney's fees and costs of that action, in addition to any other relief granted to eCW. The fee-shifting runs one way in this passage and is limited to actions taken as a result of a violation of the Terms.

Supporting quotations

If eCW takes legal action against you as a result of your violation of these Terms, eCW will be entitled to recover from you, and you agree to pay, all reasonable attorney's fees and costs of such action, in addition to any other relief granted to eCW.

Qualifications & exceptions

• Applies when eCW takes legal action as a result of the user's violation of the Terms
• Covers reasonable attorney's fees and costs
• Is in addition to any other relief granted to eCW
• No reciprocal fee recovery for the user is stated in this passage

Not stated here

• The source does not state whether a court or arbitrator determines reasonableness

Legal Rights & Agreement Rules · Restriction or exception

eCW is not liable to the user or third parties for terminating access or removing content

The user agrees that eCW will not be liable to the user or to any third party for termination of the user's access to the Services or the Affiliated Services, or for removal of any communication or posting of information by the user or its contents, as a result of any violation of the Terms. The exclusion is tied to a violation-based termination or removal and names both the user and third parties as potential claimants.

Supporting quotations

You agree that eCW will not be liable to you or to any third party for termination of your access to the Services and/or the Affiliated Services or removal of any communication or posting of information by you, or contents thereof, as a result of any violation of these Terms.

Qualifications & exceptions

• Covers termination of access and removal of communications, postings or their contents
• Runs to the user and to any third party
• Tied to termination or removal as a result of a violation of the Terms

Not stated here

• The source does not describe any remedy the user retains if a termination is later found unjustified

Legal Rights & Agreement Rules · Company practice

eCW may limit the Services by person or geography, and offers are void where prohibited

eCW reserves the right to limit, in its sole discretion, the provision and quantity of any Service, Content, feature, product or service to any person or geographic area, whether because of local laws applicable in the area or otherwise. Any offer for a feature, product or service made on the Services or the Affiliated Services is void where prohibited.

Supporting quotations

15. Void Where Prohibited

eCW reserves the right to limit, in its sole discretion, the provision and quantity of any Service, Content, or feature, product, or service thereof to any person or geographic area, whether by reason of the local laws applicable in such geographic area or otherwise. Any offer for any feature, product, or service made on the Services and/or the Affiliated Services is void where prohibited.

Qualifications & exceptions

• The limitation may be by person or by geographic area
• The reason may be local laws or any other reason
• The quantity as well as the provision of a Service or feature may be limited
• Offers are void where prohibited

Not stated here

• The source does not list the persons or areas currently limited

Legal Rights & Agreement Rules · Context

Massachusetts law governs the Terms

The Terms are governed, construed and applied in all respects by the laws of the Commonwealth of Massachusetts, without regard to any provision governing conflicts of law. Section 2's acceptance passage had already flagged Section 17 as the choice-of-law section.

Supporting quotations

17. Governing Law

These Terms of Use shall be governed, construed, and applied in all respects by the laws of the Commonwealth of Massachusetts, without regard to any provision governing conflicts of law.

Qualifications & exceptions

• Massachusetts law governs, construes and applies the Terms in all respects
• Conflict-of-law provisions are excluded

Not stated here

• The source does not address how mandatory consumer-protection law in the user's home jurisdiction would interact with this clause

Legal Rights & Agreement Rules · Procedure

Disputes go to AAA arbitration before three arbitrators, including arbitrability disputes

Any and all controversies, claims or disputes arising out of, relating to or connected with the Terms or the user's use of the Services or Affiliated Services are referred to and settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and any other applicable rules and procedures, by a panel of three arbitrators appointed in compliance with the Rules. The clause states that this includes all disputes over arbitrability, so arbitrability questions are committed to the arbitral process as well.

Supporting quotations

18. Arbitration

Any and all controversies, claims, or disputes arising out of, relating to, or connected with these Terms of Use or your use of the Services and/or the Affiliated Services shall be referred to and settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions set forth under the AAA's Commercial Arbitration Rules and any other applicable rules and procedures ("Rules") by a panel of three arbitrators appointed in compliance with the Rules. This includes all disputes over arbitrability.

Qualifications & exceptions

• Covers controversies, claims or disputes arising out of, relating to or connected with the Terms or use of the Services or Affiliated Services
• Administered by the American Arbitration Association under its Commercial Arbitration Rules
• A panel of three arbitrators is appointed in compliance with the Rules
• Expressly includes disputes over arbitrability

Not stated here

• The source does not state how arbitration fees are paid or how the three arbitrators are selected beyond compliance with the Rules

Legal Rights & Agreement Rules · Procedure

Arbitration is held in Boston, allocates costs in the award and is enforced in Massachusetts federal court

The parties agree that the location of the arbitration, including all hearings, is Boston, Massachusetts; that the arbitral award addresses the costs and expenses of arbitration and all related matters, including their allocation between the parties; that the arbitrators' award is final and binding on the parties; and that the parties submit to the jurisdiction of the federal courts of Massachusetts to ratify an award made under the clause or to enforce it through those courts.

Supporting quotations

18.1. the location of the arbitration, including the location of all arbitration hearings, shall be Boston, Massachusetts;

18.2. the arbitral award shall address the costs and expenses of arbitration and all matters related thereto, including, the allocation of same between the parties;

18.3. the award of the arbitrators shall be final and binding upon the parties; and

18.4. the parties submit to the jurisdiction of the federal courts of Massachusetts for the purposes of ratifying any award made pursuant to arbitration proceedings conducted in accordance with this clause and/or may enforce the award through such courts.

Qualifications & exceptions

• Arbitration and all hearings take place in Boston, Massachusetts
• The award addresses costs and expenses and their allocation between the parties
• The award is final and binding
• Massachusetts federal courts have jurisdiction to ratify or enforce the award

Not stated here

• The source does not specify a cost-allocation default or state how travel to Boston is handled

Legal Rights & Agreement Rules · Restriction or exception

Users waive the right to pursue disputes in court

By using the Services or the Affiliated Services, the user expressly waives the right to pursue all controversies, claims or disputes in court and instead must submit any such controversies, claims or disputes to arbitration as described above. The waiver is stated as arising from use, and it covers all controversies, claims and disputes within the arbitration clause's scope.

Supporting quotations

By using the Services and/or the Affiliated Services, you expressly waive your right to pursue all controversies, claims, or disputes in court and instead must submit any such controversies, claims, or disputes to arbitration as described above.

Qualifications & exceptions

• Triggered by use of the Services or Affiliated Services
• Waives court pursuit of all controversies, claims and disputes
• Requires submission to the arbitration described in Section 18

Not stated here

• The source does not describe any exception such as small-claims court or injunctive relief

Legal Rights & Agreement Rules · Restriction or exception

Claims must be brought individually, with no class or joined proceedings absent written agreement

Any arbitration, or litigation if arbitration of the action is not permitted by law, must be solely on behalf of an individual person and must not be consolidated or joined with the claims of any other person or brought on behalf of a putative class, unless previously agreed to in writing by both the user and eCW or the user and Healow, LLC. The clause applies to litigation as well as arbitration and is subject to a written-agreement exception naming eCW or Healow, LLC.

Supporting quotations

19. Waiver of Class and Joint Claims

Any arbitration (or, if arbitration of the action is not permitted by law, litigation) shall be solely on behalf of an individual person and shall not be consolidated or joined with the claims of any other person or brought on behalf of a putative class unless previously agreed to in writing by both you and eCW or you and Healow, LLC.

Qualifications & exceptions

• Applies to arbitration or, where arbitration is not permitted by law, litigation
• Proceedings must be solely on behalf of an individual person
• No consolidation or joinder with another person's claims
• No putative class representation without prior written agreement by both sides
• The written-agreement exception names eCW or Healow, LLC

Not stated here

• The source does not describe how a user would request such a written agreement

Legal Rights & Agreement Rules · Restriction or exception

eCW is not in breach for events beyond its reasonable control

eCW is not deemed to be in breach of the Terms, or liable for any breach of the Terms or its Privacy Policy, due to any event or occurrence beyond its reasonable control. The examples include acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, Internet outage, labor disturbance, earthquakes or floods, civil disorder, strikes, fire, pandemics, epidemics or other disaster, including natural, technological or social disasters.

Supporting quotations

20. Force Majeure

We will not be deemed to be in breach of these Terms or liable for any breach of these Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, Internet outage, labor disturbance, earthquakes or floods, civil disorder, strikes, fire, pandemics, epidemics, or other disaster (including without limitation, natural, technological, or social).

Qualifications & exceptions

• Covers breaches of the Terms and of the Privacy Policy
• Requires an event beyond eCW's reasonable control
• Examples include network failures, electrical shortages, Internet outages, labor disturbances and disasters of a natural, technological or social kind

Not stated here

• The source does not require notice to the user or set a limit on how long the excuse lasts

Legal Rights & Agreement Rules · Context

Void provisions are narrowed or replaced, and the rest of the Terms survive

If a court, arbitral tribunal, administrative officer or other entity of competent jurisdiction rules any provision of the Terms void or unenforceable, that provision is limited or eliminated to the minimum extent necessary and replaced with a valid provision that best furthers the intent of the Terms, while all remaining provisions stay in full force and effect. The replacement mechanism applies to any competent decisionmaker named, not only a court.

Supporting quotations

21.1. Severability

If any provision of these Terms are ruled by a court, arbitral tribunal, administrative officer or other entity of competent jurisdiction to be void or unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best furthers the intent of these Terms, with all remaining provisions remaining in full force and effect.

Qualifications & exceptions

• Triggered by a ruling of a court, arbitral tribunal, administrative officer or other competent entity
• The provision is limited or eliminated only to the minimum extent necessary
• A replacement provision must best further the Terms' intent
• Remaining provisions stay in full force

Not stated here

• The source does not describe who selects the replacement provision

Cross-references

• qualifies (model-proposed): Liability is excluded for all damages under any legal theory, including negligence — qualifies: Severability limits or eliminates a void or unenforceable provision to the minimum extent necessary and keeps the remaining provisions in force, so it governs what happens to the Section 13.2 exclusion where a state disallows part of it. The exclusion itself already claims enforceability to the maximum extent permitted by Applicable Laws, and the Section 13.2 passage notes that some jurisdictions do not allow the exclusion.

Legal Rights & Agreement Rules · Context

The Terms and Privacy Policy are the entire agreement, and eCW rejects counter-offers

The Terms and the Privacy Policy constitute the entire agreement between the user and eCW with regard to the user's access and use of the Services and Affiliated Services. No counter-offers to the Terms are accepted by eCW, and eCW rejects all such counter-offers. The entirety is stated with respect to access and use of the Services rather than to any subject matter at all.

Supporting quotations

21.2. Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and eCW with regard to your access and use of the Services and/or the Affiliated Services. No counter-offers to these Terms of Use shall be accepted by eCW, and eCW rejects all such counter-offers.

Qualifications & exceptions

• The entire agreement comprises the Terms and the Privacy Policy
• Its scope is access and use of the Services and Affiliated Services
• Counter-offers to the Terms are rejected categorically

Not stated here

• The source does not address how a customer's separate Customer Documents interact with this integration clause in this section

Cross-references

• related (model-proposed): The Privacy Policy is incorporated into the Terms — references: The entire-agreement sentence names the Privacy Policy as part of the agreement between the user and eCW. The Section 11 card records that the policy is incorporated by reference and that its text, version and change terms are not supplied in this source.

Legal Rights & Agreement Rules · Company practice

eCW may assign its rights in the Services at its sole discretion

eCW may assign its rights, in whole or in part, in the Services or the Affiliated Services in accordance with its sole discretion. The clause addresses only eCW's assignment and states no corresponding right or restriction for the user.

Supporting quotations

21.3. Assignment

eCW may assign its rights, in whole or in part, in the Services and/or the Affiliated Services in accordance with its sole discretion.

Qualifications & exceptions

• Assignment may be in whole or in part
• The decision is at eCW's sole discretion
• The clause does not address user assignment

Not stated here

• The source does not state whether a user may transfer their account or rights

Legal Rights & Agreement Rules · Context

The Terms create no agency, partnership or joint enterprise

Nothing contained in the Terms creates any agency, partnership or other form of joint enterprise between the user and eCW. The disclaimer is a status statement about the relationship rather than a limit on any particular act.

Supporting quotations

21.4. No Agency

Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between you and eCW.

Qualifications & exceptions

• Covers agency, partnership and other forms of joint enterprise

Legal Rights & Agreement Rules · Context

eCW's failure or delay in enforcing the Terms is not a waiver

eCW's failure or delay to insist on or enforce strict performance of the Terms is not to be construed as a waiver of any provision or of any right eCW has to enforce the Terms. The clause is one-directional and addresses only eCW's enforcement conduct.

Supporting quotations

21.5. No Waiver

eCW's failure or delay to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver of any provision or any right that eCW has to enforce these Terms of Use.

Qualifications & exceptions

• Covers both failure and delay
• Refers to insisting on or enforcing strict performance
• Preserves any provision and any enforcement right of eCW

Legal Rights & Agreement Rules · Restriction or exception

Claims must be filed within one year or are permanently barred

The user acknowledges and agrees that both parties intend to limit the period in which a claim may be filed, even if that period is shorter than the statute of limitations. The user therefore agrees that any cause of action arising out of or related to eCW must commence within one year after the cause of action accrues, and otherwise the cause of action is permanently barred. Section 2's acceptance passage had already identified Section 21.6 as the time-limit section.

Supporting quotations

21.6. Time Period for Filing Claims

You acknowledge and agree that it is the intent of both you and eCW to limit the period of time in which a claim may be filed, even if the period is shorter than that fixed by the statute of limitations. You therefore agree that any cause of action arising out of or related to eCW must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.

Qualifications & exceptions

• One year from accrual of the cause of action
• Applies to any cause of action arising out of or related to eCW
• Expressly intended to shorten any longer statute of limitations
• Failure to commence in time permanently bars the cause of action

Not stated here

• The source does not describe any tolling rule or exception for minors or incapacity

Legal Rights & Agreement Rules · Context

The Terms confer no rights or remedies on third parties

The Terms do not confer any rights or remedies on any third parties. This general statement sits alongside the Section 12 indemnity, which protects named Indemnified Parties through the user's obligation rather than by granting them rights under the Terms.

Supporting quotations

21.7. No Third Party Beneficiary

These Terms of Use do not confer any rights or remedies on any third parties.

Qualifications & exceptions

• No rights or remedies are conferred on any third parties
• The statement is unqualified as to which third parties

Legal Rights & Agreement Rules · Context

Terms govern Services eCW provides to Providers and, on their behalf, to patients

The Terms are said to govern access to and use of Services that eClinicalWorks, LLC provides to its customers (health care providers or their firms, called Providers) or on behalf of those customers to their patients. Services is defined as eCW products and services such as its websites (Sites), cloud electronic health record systems with associated systems such as practice management systems, mobile applications and other related products at which these Terms are posted. The Services may interact with eCW- or affiliate-operated products, including Healow, LLC (Affiliated Services), and with unaffiliated third-party services. The introduction states, pointing to Section 6, that eCW does not provide healthcare services, and Section 6 says use of the Services does not create a healthcare provider/patient relationship between the user and eCW or its affiliates.

Supporting quotations

These Terms of Use ("Terms") govern your access and use of Services (defined below) that eClinicalWorks, LLC ("eCW", "we", or "us") provides to our customers (health care providers or their firms, "Providers") or on behalf of our customers to their patients.

"Services" means eCW's products and services, such as our websites ("Sites"), cloud-electronic health records systems including associated systems such as practice management systems, mobile applications, and other related products at which these Terms are posted.

To be clear, and as discussed in Section 6, eCW does not provide any healthcare services.

6. Medical Disclaimers; No Provider/Patient Relationship; Provider Information

Your use of the Services and/or any information or Content that is included on or transmitted through the Services is not intended to and will not create any healthcare provider/patient relationship of any kind between you and eCW or its affiliates

Updated on April 3, 2026

Qualifications & exceptions

• Services covers products at which these Terms are posted; Affiliated Services (including Healow, LLC) and Third Party Services are described as separate services
• eCW states that it does not provide healthcare services and that no provider/patient relationship is created (Section 6)
• Rights of Provider customers are directed to their Customer Documents rather than to the general grant in Section 2

Not stated here

• The assignment scope excludes healow as a separate service; this card records only how the text classifies Affiliated Services

Legal Rights & Agreement Rules · Context

Service-specific terms and customer contracts control over these Terms on conflict

Where a Service presents its own service-specific terms of use, those terms control to the extent they conflict with these Terms. Where the user is a Provider, or accesses the Services on behalf of a Provider, a service agreement, business associate agreement or other document signed with eCW (Customer Documents) controls where it conflicts with these Terms. The text states both precedence rules but does not state which controls if Service Specific Terms and Customer Documents conflict with each other.

Supporting quotations

When using certain Services, you may be presented with a Service specific terms of use agreement ("Service Specific Terms"). To the extent these Terms conflict with the Service Specific Terms, the Service Specific Terms shall control.

If you are a Provider or are accessing the Services on behalf of a Provider, you or the Provider may have signed a service agreement, business associate agreement, or other document with terms and conditions for the Services ("Customer Documents"). Where these Terms and the Customer Documents conflict, the Customer Documents shall control.

Qualifications & exceptions

• Service Specific Terms prevail over these Terms only to the extent of a conflict
• Customer Documents prevail over these Terms only to the extent of a conflict
• No stated rule resolves a conflict between Service Specific Terms and Customer Documents

Not stated here

• The Service Specific Terms and Customer Documents themselves are not supplied in this saved source

Legal Rights & Agreement Rules · Procedure

Use or affirmation binds the user, and continued use accepts amended Terms

The capitalized notice says that by downloading, registering for access, accessing or using any of the Services at which the Terms are posted, or by affirming acceptance, the user agrees that they have read, understood and agreed to be bound by the Terms and the linked Privacy Policy, and that a user who does not agree must not use the Services. The Terms are described as a legally binding agreement between eCW and the user, whether the user acts for themself, for a minor, as a caregiver or on behalf of a Provider. eCW reserves the right, at its sole discretion, to change portions or all of the Terms and the Privacy Policy at any time; the user is responsible for checking periodically, and continued use means agreement to new or modified provisions. The notice points to Section 16 for how the Terms can be amended, while Section 16 in this source addresses changing or terminating the Services and says notification may be given by updating the Terms or by other means such as email.

Supporting quotations

BY DOWNLOADING, REGISTERING FOR ACCESS, ACCESSING, OR USING ANY OF THE SERVICES AT WHICH THESE TERMS ARE POSTED, OR BY AFFIRMING ACCEPTANCE OF THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY

These Terms are a legally binding agreement made by and between eCW and you, whether you are using or accessing the Services for yourself, or on behalf of a minor or a person to whom you are a caregiver, or on behalf of a Provider).

eCW reserves the right, at its sole discretion, to make changes to portions or all these Terms and the Privacy Policy at any time.

You are responsible for checking these Terms and the Privacy Policy periodically for changes. Your continued use of the Services means that you agree to any new or modified provision of these Terms or the Privacy Policy accessible through the Services.

Notification of such changes may be provided by updating these Terms or through other means (e.g., email).

Qualifications & exceptions

• Acceptance may occur by conduct (use) or by affirmative acceptance
• Changes may be made at eCW's sole discretion with no stated minimum notice period
• The Privacy Policy is linked in the acceptance notice and incorporated by Section 11

Not stated here

• The notice cites Section 16 for amendment, but Section 16 addresses modification or termination of the Services and notification methods rather than a standalone amendment procedure
• The Privacy Policy is linked from this notice, but its text is not supplied in this source; this card records only that the Terms link it and purport to bind users to it, and cannot say what that document requires, permits or how it may change

Legal Rights & Agreement Rules · Context

Terms persist while the Services are used and end on termination or discontinuation

Section 2 states the Terms remain in effect at all times until the user ceases using the Services and deletes all related applications, or until terminated in accordance with Section 16. Section 16 states the Terms remain in full force as long as the user continues to access, use or download the Services, that the user may terminate use at any time by discontinuing use, and that upon termination all rights granted to the user cease immediately and the user must comply with any termination notice, including ceasing all use. eCW may also change, discontinue or suspend any aspect of the Services or Affiliated Services at any time and for any reason without prior notice and without liability, and states it has no obligation to retain records of a Healow/Sunoh account or data used through the Services.

Supporting quotations

These Terms shall remain in effect at all times until you cease using the Services and delete all applications related to the Services or otherwise terminated in accordance with Section 16 below.

These Terms will remain in full force and effect as long as you continue to access, use, or download the Services. You may terminate your use of the Services at any time by discontinuing use.

eCW reserves the right, at its sole discretion and without liability, to change, discontinue, improve, modify, or suspend any aspect of the Services and/or Affiliated Services, either temporarily or permanently, at any time and for any reason, without prior notice.

Upon termination of these Terms, all rights granted to you will cease immediately.

eCW is under no obligation to retain any records of your Healow/Sunoh account or any data or information you may have used, disclosed, processed, retrieved, transmitted, or viewed through the Services.

16. Modification or Termination of the Services

Qualifications & exceptions

• User-side termination requires discontinuing use; deleting applications is stated as a condition in Section 2
• eCW may suspend or discontinue Services or Affiliated Services without prior notice and without liability
• No retention obligation is stated for Healow/Sunoh account records upon termination

Not stated here

• The source does not define Sunoh, and Healow is elsewhere described as an affiliate-operated service