VitalChart Release of Information

Welcome to VitalChart™. These Terms of Services (these "Terms”) apply to VitalChart (as it may be updated from time to time, the "Service”), a proprietary service of VRC Companies, LLC ("VitalChart,” "our” "us,” or "we") that is designed to allow providers and requesters of records to securely exchange records electronically. These Terms constitute a legally binding agreement between you and VitalChart regarding your access to and use of the Service. Any use of the Service shall be subject to additional terms and conditions made available through the Service.

 

1. Requesters Acceptance of Terms; Updates. Before we can permit the use of the Service, it is important to us that we have a common understanding concerning the terms and conditions that govern such use. These Terms set forth and establish our common understanding about your use of the Service, as a requester of records, submitted on behalf of yourself, your client, or your organization (hereinafter, the "Requester"). When you click “I AGREE” upon creating an account, you agree to be bound by this Agreement as, or on behalf of, a Requester. Please read these Terms carefully and save them. For avoidance of doubt, these Terms apply to you, your client(s), and your organization.

In order to access and use the Service, Requester first will create a user account that will allow Requester to login to the Service for the purposes of accessing and using the Service.  Requester shall provide to us certain information regarding Requester, including, without limitation, Requester’s [name, mailing address, phone number, and e-mail address], in order to access and use the Service.

 

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES FOR ANY PURPOSE WHATSOEVER. BY ACCESSING OR USING THE SERVICE IN ANY WAY, YOU AGREE TO AND ARE BOUND BY THE TERMS, CONDITIONS, POLICIES, AND NOTICES CONTAINED IN THESE TERMS, INCLUDING CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, BINDING ARBITRATION, VENUE SELECTION, AND A CHOICE OF TENNESSEE LAW.

 

2. Representations about Requester. You represent and warrant to us that you are over the age of 18 and have the power and authority to enter into this Agreement as, or on behalf of, a Requester. All references to “Requester” in this Agreement include you, any person using your login credentials, and any other person for whom you are authorized in writing or under applicable law to act on behalf of, if any, in order to access and use the Services. Also, you represent and warrant that the information you provide to us about Requester in connection with the Service will be current, true, accurate, supportable, and complete. Each time Requester utilizes the Service, Requester is binding itself, its organization, and its client, to these Terms regardless of whether Requester has used the Service previously for different clients.

 

3. Authorized Users. If applicable, Requester may allow its employees or independent contractors to use the Service on behalf of Requester ("Authorized Users”). As a condition to such use, each Authorized User is required to agree to and abide by these Terms.

 

4. Records. We do not claim ownership rights in the text, files, images, photos, video, sounds, links, works of authorship, or any other materials that a third party maintains, has custody of, or shares via the Service (collectively, "Records"), and make no representations with respect to such Records, including the accuracy and completeness of the Records. By requesting Records through the Service, you hereby certify that you have obtained all required consents and authorizations to access such Records, and you hereby agree to access and use them only as permitted by applicable law. In addition, you acknowledge that third parties have the right to revoke the use of Records provided to you under certain circumstances, including, without limitation, where the wrong records have been provided, and hereby agree to delete any such Records upon request. You agree to use the Service in accordance with applicable data privacy and other laws, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended.

 

5. Data Ownership. Requester shall own all right, title, and interest in and to any data that is collected by VitalChart from Requester or its Authorized Users in connection with Requester’s use of the Service ("Data"). Requester grants and agrees to grant to VitalChart a perpetual, non-exclusive license to use such Data (a) in order to provide the Service to Requester; (b) for statistical use (provided that such data is not personally identifiable); and (c) as necessary to monitor and improve the Service. All collection and use of such Data shall be subject to VitalChart’s Privacy Policy (the "Privacy Policy").

 

6. Confidentiality. Requester acknowledges that the Service and any other proprietary or confidential information provided to Requester by VitalChart constitutes valuable proprietary information and trade secrets of VitalChart and its licensors. Requester agrees to preserve the confidential nature of such information by retaining and using the information in trust and confidence, solely for its internal use and as authorized hereby, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. VitalChart shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section. Requester acknowledges that VitalChart operates through proprietary website platforms, including, VRCROIPLUS.com, ("VRC+”), and transmits Data through the system maintained by VRC+ (the "VRC+ System”). Requester further acknowledges that Requestor’s Data may be transmitted outside of the VRC+ System, and to the extent that such Data is transmitted outside of the VRC+ System, VRC+ is not responsible for the privacy, security, or integrity of that Data.

 

7. Payment Terms. Requester shall pay VitalChart for requests made via the Service in accordance with VitalChart’s fee structure in effect at the time of the request. Requester acknowledges that VitalChart is acting as an independent contractor of Requester when it electronically delivers records via the Service and charges associated VitalChart Fees. Third-party Record providers may also impose a fee on Requesters in connection with its provision of Records via the Service (“Custodian Fee”). Requester acknowledges that it is not required to use VitalChart to receive Records electronically, and Requester is free to obtain Records directly from third-party providers without incurring VitalChart Fees and to request Records be delivered by third-party provider outside of VitalChart. Requester acknowledges that any fees paid to VitalChart are voluntary and distinct from the Custodian Fee and not subject to any of the statutory or regulatory limits placed upon Custodian Fees. Requester has the option of paying a fee to VitalChart separate and apart from the Custodian Fee, to receive records via electronic delivery and other services. Requester may also elect to receive Records via mail, and in this instance, the Requester will only have to pay any relevant Custodian Fee plus postage and will not pay the voluntary VitalChart Fees. VitalChart Fees and Custodian Fees shall be paid in U.S. Dollars and shall be charged to the payment method provided to VitalChart. Requester may elect to connect its account to our third-party payment processors (e.g., credit cards) in order to enable the payments of the Fees contemplated above. Requester agrees and acknowledges that it is solely responsible for payment of any Custodian Fees. All fees are exclusive of applicable sales, excise, use, or similar taxes. Requester shall pay such taxes either directly or to VitalChart or the third-party provider, as applicable, or as otherwise required by law or regulation.

 

A. Fee Structure.  VitalChart may charge the following fees:  Requester acknowledges and agrees to pay the fees charged by VitalChart in consideration for retrieval, storage, and delivery Services of the requested medical records (“VitalChart Fee”), in addition to any and all fees incurred in obtaining the requested records from a third-party provider (“Custodian Fee”), together these include: per page copy fees, duplication fees, reproduction fees, clerical labor, witness fees, research fees, search fees, scanning fees, handling fees, base fees, shipping fees, electronic delivery fees, postage if delivery by mail, certification fees, rush delivery fees, electronic data storage and repository fees, no record found fees, applicable taxes, and any other charges.  Records will automatically delete from the server after the purchased time expires.  Requester understands and agrees that the electronic data repository storage fees charged in relation to your account with VitalChart are fees agreed to in the contract for storing electronic records and are not fees regulated or covered by any applicable state law.

 

8. Reservation of Rights with Respect to the Service. If Requester submits comments, suggestions, or other feedback regarding the Service ("Feedback"), Requester agrees that VitalChart will be free to use such Feedback for any purpose, and you hereby grant VitalChart a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right and license to use such Feedback for any purpose. Except as otherwise provided by a third party, all content available through the Service are ©2022 VRC Companies, LLC, its partners, affiliates, contributors, and/or its licensors. The Service contain copyrighted material, trademarks, service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, and graphics (the "Content"), and the entire selection, coordination, arrangement, and “look and feel” of the Service and the Content are copyrighted as a collective work under copyright laws (collectively, "Intellectual Property Rights”). Neither these Terms nor your use of the Service transfers any right, title, or interest in the Service, Content, or Intellectual Property Rights to you. VitalChart and its third-party licensors retain all of their respective right, title, and interest to the Service, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved. Nothing contained in these Terms shall be construed as conferring any other license or right, express or implied, under any of our Intellectual Property Rights or under any third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved. Content provided by third parties is used on the Service with the permission of said third parties and hyperlinks to said third parties’ websites are provided where applicable.

 

9. License Grant; Restrictions on Requester's Use of the Service. During the term of these Terms and subject to the use restrictions set forth herein, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service to submit requests for Records (as defined below). All rights in and to the Service not expressly granted herein are reserved by us. Requester shall not, and shall not permit any third party to: (i) copy, modify, or create derivative works or improvements of the Service; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to another party, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud, or other technology or services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service, in whole or in part; (iv) bypass or breach any security device or protection used by the Service; (v) input, upload, transmit, or otherwise provide to or through the Service, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, bug, Trojan horse, worm, backdoor, or other harmful or malicious computer code or any time bomb or drop dead device; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service or our provision of services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof; (viii) access or use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any third party; (ix) use the Service in connection with any illegal or unlawful activity or in a manner that causes, results in, encourages, solicits, or publicizes a crime or illegal or unlawful activity; (x) access or use the Service for purposes of competitive analysis of the Service, the development, provision, or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage; and (xi) otherwise access or use the Services beyond the scope of the authorization granted in this Section 9. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s). Requester shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

 

10. Limitations on Availability. The Service is intended to be used in the United States only and some aspects thereof may not be available in all languages or in all countries. VitalChart makes no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Requester uses the Service at its own initiative and is responsible for compliance with any applicable laws. VitalChart may also impose limits on the use or access to the Service as required by law.

 

11. Termination. This Agreement is effective until terminated by Requester or VitalChart. Requester’s right to use or access the Service will terminate automatically without notice from VitalChart if Requester fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, Requester shall cease all use of or access to the Service. Requester acknowledges that unless otherwise agreed to in writing, VitalChart may restrict, modify, or terminate Requester’s access to the Service, without liability, for its convenience.

 

12. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY RECORDS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VITALCHART HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. VITALCHART DOES NOT WARRANT AGAINST INTERFERENCE WITH REQUESTER’S ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET REQUESTER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VITALCHART OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

 

13. Health and Medical Service Disclaimer. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED.  Any and all services provided by, in and/or through the Services are for informational purposes only. VitalChart is not a medical professional, and VitalChart does not provide medical services or render medical advice or opinion. Nothing contained in the Services should be construed as such advice or diagnosis.

 

14. Limitation of Liability. IN NO EVENT SHALL VITALCHART OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO REQUESTER’S USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, WARRANTY, OR OTHERWISE) AND EVEN IF VITALCHART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VITALCHART OR ITS AFFILIATES HAVE LIABILITY TO REQUESTER FOR DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT REQUESTER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO ALL REQUESTERS.

You agree that any dispute arising out of these Terms or your use of the Service must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by us to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

 

15. Arbitration Agreement. You agree that any dispute arising out of or relating in any way to your use of the Service requires that the claim be resolved exclusively by confidential binding individual arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, VitalChart may seek injunctive or other appropriate relief. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association ("AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.

 

BECAUSE THE USE OF THE SERVICE REQUIRES THE INDIVIDUAL ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NONE OF THE PARTIES WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

 

The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents (a) to the non-exclusive jurisdiction of the state or federal courts having jurisdiction over Shelby County, Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this Section 15 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts having jurisdiction over Shelby County, Tennessee.

 

UNLESS REQUESTER AND VITALCHART AGREE OTHERWISE, THE ARBITRATION WILL TAKE PLACE IN SHELBY COUNTY, TENNESSEE. FOR CLAIMS OVER $10,000, THE AAA'S COMMERCIAL ARBITRATION RULES WILL APPLY. FOR CLAIMS OF $10,000 OR LESS, THE PARTY BRINGING THE AAA'S CONSUMER ARBITRATION RULES will apply. REQUESTER CAN GET PROCEDURES, RULES, AND FEE INFORMATION FROM THE AAA (WWW.ADR.ORG) OR FROM US. FOR CLAIMS OF $10,000 OR LESS, YOU CAN CHOOSE WHETHER REQUESTER WOULD LIKE THE ARBITRATION CARRIED OUT BASED ONLY ON DOCUMENTS SUBMITTED TO THE ARBITRATOR, OR BY A HEARING IN PERSON OR BY PHONE.

 

THIS AGREEMENT DOES NOT ALLOW CLASS OR COLLECTIVE ARBITRATIONS EVEN IF THE AAA PROCEDURES OR RULES WOULD. IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS CANNOT BE ENFORCED AS TO ALL OR PART OF A DISPUTE, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY TO THAT DISPUTE OR PART OF THE DISPUTE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. NO CLASS OR REPRESENTATIVE OR COLLECTIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION HELD UNDER THIS AGREEMENT. ANY QUESTION REGARDING THE ENFORCEABILITY OR INTERPRETATION OF THIS PARAGRAPH SHALL BE DECIDED BY A COURT IN TENNESSEE APPLYING TENNESSEE AND/OR APPLICABLE FEDERAL LAW AND NOT THE ARBITRATOR.

 

IF EITHER OF US INTENDS TO SEEK ARBITRATION UNDER THIS AGREEMENT, THE PARTY SEEKING ARBITRATION MUST FIRST NOTIFY THE OTHER PARTY OF THE DISPUTE IN WRITING AT LEAST THIRTY (30) DAYS IN ADVANCE OF INITIATING THE ARBITRATION. NOTICE TO VITALCHART SHOULD BE SENT TO VITALCHART, TO THE ATTENTION OF: GENERAL COUNSEL, 5384 POPLAR AVE., SUITE 500, MEMPHIS, TENNESSEE 38119. THE NOTICE MUST DESCRIBE THE NATURE OF THE CLAIM AND THE RELIEF BEING SOUGHT. IF WE ARE UNABLE TO RESOLVE OUR DISPUTE WITHIN 30 DAYS, EITHER PARTY MAY THEN PROCEED TO FILE A CLAIM FOR ARBITRATION.

 

AN ARBITRATION AWARD AND ANY JUDGMENT CONFIRMING IT APPLY ONLY TO THAT SPECIFIC CASE; IT CAN NOT BE USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.

 

16. Indemnification. Requester shall indemnify, defend, and hold harmless VitalChart and its directors, employees, agents, and distributors from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from a third party’s claim resulting from (a) unauthorized use of the Service or any Records by Requester or any Authorized User; (b) any Records accessed by Requester or an Authorized User; (c) any activities of Requester or an Authorized User through the use of the Service, including without limitation any unauthorized disclosure made by Requester or its Authorized Users; (d) violation of these Terms; or (e) your violation or alleged violation of any foreign or domestic, federal, state, or local law or regulation. You may not settle any claim without the prior written consent of the concerned indemnified parties.

 

17. Assumption of Risk. VitalChart expressly disclaims any and all liability that may arise from or in connection with your use of the services. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. We will not be responsible for failure to fulfill any obligation due to causes beyond our control.

 

18. Export and Other Restrictions. Requester may not use or otherwise export or re-export the Service or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, Requester represents and warrants that it is not located in any such country or on any such list. Requester also agrees that it will not use the Service for any purposes prohibited by applicable law. The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

 

19. Consent to Receive Commercial Email. We may need to be able to communicate with Requester about the Service, and we would like to be able to make certain commercial offers available to Requester from time to time. AS SUCH, YOU CONSENT AS A REQUESTER OR ON BEHALF OF REQUESTER TO RECEIVE COMMERCIAL E-MAIL MESSAGES FROM OR ON BEHALF OF VITALCHART AND OUR PARTNERS, AND ACKNOWLEDGE AND AGREE THAT YOUR PRIMARY EMAIL ADDRESSES AND OTHER INFORMATION MAY BE USED BY VITALCHART FOR THE PURPOSE OF INITIATING COMMERCIAL E-MAIL MESSAGES. We will allow Requester to opt-out of receiving some of these messages, but in order to stop receiving any messages from us whatsoever (including administrative messages regarding the Service), Requester will need to terminate its account.

 

20. Modifications. We may modify the terms of this Agreement from time to time. Any such modification shall be effective when we notify Requester of the modification (via an update to the terms delivered via email or through the Service) and Requester subsequently signifies its acceptance or uses the Service. No oral modifications of this agreement shall be effective.

 

21. Supplemental Terms and Third Party Offerings. To use certain aspects of the Service, additional terms may apply. We will present supplemental terms and conditions for review and acceptance at the time that Requester undertakes such activity within the Service, and any such supplemental terms (each, "Supplemental Terms") shall become a part of this Agreement. Requester hereby further acknowledges and agrees that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby. Similarly, to enjoy certain third party offerings, certain third party terms (each, "Third Party Terms”) may apply. Third Party Terms will be presented for review and acceptance at the time that Requester undertakes such activity within the Service, and any such Third Party Terms shall constitute an agreement between Requester and such third party. VitalChart is not responsible for such third party offerings.

 

22. Governing Law. The laws of the State of Tennessee and United States of America, excluding its conflicts of law rules, govern this Agreement and Requester’s use of the Service. Use of the Service may also be subject to other local, state, national, or international laws.

 

23. Entirety of the Agreement. These Terms, together with any Supplemental Terms, Third Party Terms, and the Privacy Policy, constitute the entire agreement between Requester and VitalChart regarding use of or access to the Service as a Requester.

 

24. No Waiver. The failure of VitalChart to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

 

25. Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

 

26. Reservation of Trademark. "VitalChart” and all associated logos displayed within the Service are trademarks of VitalChart (unless otherwise noted), and VitalChart hereby reserves all rights, title, and interests therein.

 

27. Assignability and Transfer. VitalChart may freely transfer or assign this Agreement and any of its rights or obligations hereunder. Requester may not transfer or assign this Agreement or any of its rights or obligations hereunder, whether by merger, change of control, reorganization, or sale of all or substantially all of your assets or business, without the prior written consent of VitalChart, and any attempt to do so shall be null and void.

 

28. Severability. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

 

29. Survival. All provision that by their nature are intended to survive, including but not limited to, arbitration, indemnification, limits of liability, and Sections 5, 6, 7, 8, 9, 12, 13, 14, 15, 16, 17, 18, 22, 24, 27, 28, 29, and 30 shall survive the termination of this Agreement for any reason.

 

30. Legal Equivalency. This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

 

31. Contact Us. VitalChart can be reached at:

VitalChart

5384 Poplar Ave., Suite 500

Memphis, TN 38119

[email protected]

www.VitalChart.com/contact-us

 

Last Modified: April 1, 2022