AMiON Subscription Terms
AMiON is a scheduling software for United States healthcare professionals made available on a subscription basis by Doximity, Inc. (“Doximity”), through its wholly-owned subsidiary Amion LLC (“we,” “us,” or “our”). The following Subscription Terms (these “Terms”) govern your purchase of a subscription for access to and use of the AMiON website and mobile app, including the AMiON software, features, and technologies made available through the website and app (referred to collectively as “AMiON” or the “Service”). When you purchase an AMiON subscription on behalf of a hospital, medical practice or other healthcare enterprise identified during the subscription process (referred to herein as “Subscriber,” “you” or “your”) for use by its employees, contractors, and other individuals who may access the Service through its AMiON account (referred to herein as “Users”), you agree to these Terms on behalf of that Subscriber.
1. THE AMION SERVICE
A. Access and Use. During your Subscription Term (defined below), Users may access and use AMiON as described in these Terms. Subscriber is solely responsible for its Users' use of the Service including, without limitation, all information transmitted by Users to or through the Service including the accuracy, legality, and appropriateness of such information, Users' compliance with applicable law in connection with their use of the Service, and ensuring that Users use the Service for lawful internal business purposes only. Subscriber must ensure that its Users comply with these Terms and the AMiON User Terms of Service, and we may suspend a User's access to the Service without liability if we believe their use is non-compliant. Any breach of these Terms by a User will be deemed a breach by Subscriber. You must keep your AMiON account login credentials confidential and notify us immediately if you discover any unauthorized use of your account or login credentials.
B. Subscription Purchases, Renewals and Cancellations
An AMiON subscription may be purchased through our online subscription purchase interface or, in some cases, through an order form or quote issued by us and executed or otherwise accepted by Subscriber indicating our respective agreement to its terms (any such agreement referred to herein as an “Order Form”). Subscription fees and applicable taxes are specified in the purchase interface or Order Form, as applicable, and must be paid in advance. Fees are payable in United States dollars, are based on the subscriptions purchased regardless of usage, and payment obligations are non-cancelable and fees paid are non-refundable. If we agree to invoice Subscriber by email, full payment must be received within thirty (30) days from the invoice date. Subscriber will make all payments for subscriptions purchased without deduction or withholding for taxes except to the extent required by the tax laws of any government authority. In the event a deduction or withholding for taxes is applicable, Subscriber will submit such deduction or withholding for taxes to the appropriate governmental authority and will provide a tax certificate to us promptly following the purchase. Should state or other sales tax apply to Subscriber’s purchase, we will charge such tax to Subscriber as a reimbursable expense, and will remit to the relevant authority. If Subscriber fails to pay an invoice when due, then in addition to its other rights or remedies, we may suspend access to the Service until payment is received in full.
The term of your AMiON subscription begins when we make the Service accessible to you and continues for the term specified in the purchase interface or in the Order Form, as applicable (the “Subscription Term”). During a Subscription Term, Subscriber may purchase additional subscriptions to cover additional Users at the same rate paid for the Subscription covering its then-current Users, and all will end on the same date. Any alternative ordering arrangement would need to be outlined and agreed to in an Order Form.
When you purchase an AMiON subscription, you agree that unless otherwise specified in an Order Form between us and Subscriber, subscriptions automatically renew at the end of the then-current Subscription Term for an additional period equal to the immediately preceding Subscription Term, and the Subscriber will be charged for the renewal Subscription Term using the payment method we have on record, unless Subscriber sends written notice of non-renewal to firstname.lastname@example.org at least thirty (30) days prior to the renewal date. You will be notified by email prior to your subscription renewal so you will have time to cancel the auto-renewal, which you may do at any time by contacting us at email@example.com. When you cancel a subscription, the cancellation is effective at the end of the current Subscription Term and the Service will remain available for use by Subscriber and your Users until that time.
We reserve the right to adjust pricing for the Service at any time as we may determine at our sole discretion. Any pricing change will apply to your next subscription renewal term. At least forty-five (45) days before charging you for a renewal, we will notify you of the applicable fees by email sent to the email address provided in connection with your initial subscription purchase. If you do not wish to renew your subscription, you may cancel the auto-renewal as described above. If you do not cancel your auto-renewal, you will be deemed to have agreed to renewal of your subscription and the applicable charges on behalf of the Subscriber.
We may offer subscription promotions from time to time, which may be subject to additional terms presented along with the offer. We reserve the right to determine eligibility and to modify, suspend or terminate our promotional offerings at any time and for any reason in our sole discretion without prior notice or liability.
Any individual purchasing an AMiON subscription on behalf of a Subscriber and providing a payment method for the purchase represents that they have been authorized by the Subscriber to make the purchase using the payment method provided, and if applicable, authorizes our third-party payment processor to charge that payment method for the total amount of the purchase including any applicable taxes and other specified charges. Subscriber agrees that to the extent payment mechanisms are provided by third parties, neither we nor Doximity will have any liability arising out of the acts or omissions of such third parties. Information that you submit in connection with account set-up must be accurate, complete and kept up-to-date.
C. Prohibited Activities
Subscriber is responsible for any activity that occurs through its AMiON account. The Service may be used only for lawful internal business purposes in accordance with these Terms. Subscriber will not (and will not permit anyone else to) use the Service: (a) in any way that violates any federal, state or local law or regulation including, without limitation, in relation to patient privacy including the Health Insurance Portability and Accountability Act (HIPAA); (b) in any way that violates or conflicts with any agreement to which Subscriber is a party; (c) in any manner that could disable, overburden, damage, or impair any component of the Service; or (d) to transmit content that is offensive, abusive, defamatory, obscene, threatening or harassing, or infringes or violates the rights of any person or entity including, without limitation, intellectual property, publicity or privacy rights, or violates applicable laws, rules or regulations.
Additionally, Subscriber will not (and will not permit anyone else to): (a) attempt to obtain unauthorized access to the Service; (b) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology; (c) access the Service for the purpose of developing a competitive product; (d) introduce into the Service any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (e) use any software, devices, scripts, robots or any other means or process to view, access or “scrape” the Service or otherwise copy information from the Service; (f) tamper with, breach or attempt to probe, scan, or test for vulnerabilities in the Service or our computer systems, network, security elements, or any other protective measures associated with the Service; or (g) attempt to interfere with the proper working or use of the Service.
To the extent you submit content and other information to the Service, including through account registration, you agree that you are solely responsible for such content and information, including its legality, reliability, accuracy, and appropriateness, and you represent and warrant that you have all rights to submit such content and information for the intended purpose. We reserve the right to remove any content and/or information submitted to the Service if we determine in our sole discretion that it violates these Terms or the User Terms, threatens the personal safety of any user or the public, or could create liability for us. We may take these actions without prior notification to you or any User, and shall have no liability as a result of any such action.
The Service includes messaging features that Users may use for clinical, non-commercial purposes. Users are solely responsible for their interactions with others through the Service. By subscribing to and using the Service, you agree to receive communications from us related to the Service, including through our messaging tools and email. Neither we nor Doximity will have any liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, any failure to receive critical information about the Service.
E. Third Party Sites
The Service may include links to third party web sites and services ("Third Party Services"). You are responsible for evaluating whether you want to access or use a Third Party Service, and agree that our inclusion of a link to a Third Party Service in no way constitutes our affiliation with or endorsement of such service. Third Party Services are governed by their respective terms of service and privacy policies, and we encourage you to review the terms and policies of any Third Party Service before using it.
F. Service Availability
We make reasonable efforts to keep the Service fully operational at all times, however we may encounter technical difficulties or engage in maintenance or updates to the Service that may cause temporary interruptions. The Service also may be impacted by events beyond our reasonable control, including denial-of-service attacks, a failure by a third party provider, acts of God, and government action. We will not be liable by reason of any failure or delay in our provision of the Service due to any of the aforementioned reasons. We reserve the right, at any time, to modify, suspend or discontinue any Service or functions and features of a Service, without liability to you, except that if we discontinue the Service for which you have purchased a subscription, we will give you a prorated refund of your subscription fees.
G. Beta Offerings
We may, from time to time, offer Subscriber and its Users access to services that are classified as Beta offerings (i.e., an offering that is not generally available to users of the Service), which Subscribers and their Users may elect to use at their sole discretion. We reserve the right to discontinue or modify a Beta offering at any time without notice. Beta offerings are provided AS IS are not deemed a part of the Service for purposes of these Terms.
2. INTELLECTUAL PROPERTY
The Service is owned by Doximity, through its wholly-owned subsidiary Amion LLC, and applicable licensors and is protected by intellectual property laws. Except for the rights expressly granted under these Terms, Doximity, Amion LLC and their licensors retain all right, title and interest in and to the Service, including all related intellectual property rights therein. You have no right to reproduce, license or otherwise use any trademarks, logos or other proprietary marks displayed on our website or app. By submitting ideas, suggestions, or other feedback to us in relation to the Service, you agree that we can use, share and commercialize such feedback for any purpose without restriction and without any obligation to make any compensation to you.
3. TERM AND TERMINATION
These Terms will remain in effect until the expiration or earlier termination of all of your AMiON subscriptions. Unless otherwise specified in an Order Form, subscriptions automatically renew unless canceled by Subscriber as described above. We or Subscriber may terminate these Terms upon notice to the other party if the other party materially breaches these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach.
Upon any termination of these Terms for cause by Subscriber, we will refund Subscriber any prepaid fees covering the remainder of the Subscription Term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Subscriber will pay any unpaid fees covering the remainder of the Subscription Terms of those subscriptions after the effective date of termination. In no event will any termination relieve Subscriber of its obligation to pay any fees payable to us for the period prior to the effective date of termination.
4. DISCLAIMERS AND LIMITATION OF LIABILITY
A. Warranty Disclaimer
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICE, INCLUDING THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT INFORMATION YOU OBTAIN THROUGH THE SERVICE IS ACCURATE OR COMPLETE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE.
B. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THE SERVICE OR USE THEREOF. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DOXIMITY AND AMION LLC FOR CLAIMS ARISING OUT OF OR RELATING TO THESE SUBSCRIBER TERMS AND THE SERVICE EXCEED THE FEES PAID BY SUBSCRIBER FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF DOXIMITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO CLAIM MAY BE BROUGHT AGAINST DOXIMITY OR AMION LLC MORE THAN ONE (1) YEAR AFTER ACCRUAL OF SUCH CLAIM.
We will defend Subscriber from and against all third party claims, demands, suits or proceedings (each, a “Claim”) alleging that Subscriber’s use of the AMiON software in accordance with these Terms infringes the U.S. intellectual property rights of such third party, and will indemnify Subscriber for all reasonable attorney’s fees incurred and damages finally awarded against Subscriber as a result of a Claim or amounts paid by Subscriber under a settlement, subject to the approval rights described below, however, that we will have no liability if the Claim arises from: (a) allegations relating to materials or information transmitted by Subscriber or a User to the Service; (b) use of the Service other than in accordance with these Terms and the User Terms; or (c) the combination, operation, or use of the Service with any other hardware, system, software, network, or other materials or service where the Service would not by itself be infringing. If use of the AMiON software has become, or in our opinion is likely to become, the subject of a claim of infringement, we may at our option and expense: (x) obtain the right for Subscriber and its Users to continue to use the software as contemplated by these Terms; (y) modify or replace the software, in whole or in part, to make it non-infringing, while providing equivalent features and functionality; or (z) if the foregoing options are not reasonably practicable, terminate Subscriber's AMiON subscription and refund any unused pre-paid subscription fees.
Subscriber will defend Doximity, Amion LLC, their affiliates, officers, agents, employees, and licensors (“Amion Indemnified Parties”) from and against any Claims arising out of or relating to the (a) failure of Subscriber or its Users to comply with these Terms, or (b) unauthorized use of the Service by Subscriber or its Users, and will indemnify the Amion Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against an Amion Indemnified Party as a result of a Claim or amounts paid by an Amion Indemnified Party under a settlement, subject to the approval rights described below.
A party seeking indemnification hereunder will notify the indemnifying party in writing of a Claim for which it wishes to seek indemnification within thirty (30) days of receipt. The indemnifying party will control the defense of the claim. The indemnified party may participate in the proceedings at its own cost and expense with counsel of its choice. The indemnifying party will obtain the other party’s prior written approval of any settlement of a claim that includes terms other than a full release of liability for the indemnified party and the payment of money. The indemnified party will assist and cooperate in the defense as reasonably requested and at the indemnifying party’s expense.
6. CHOICE OF LAW; DISPUTE RESOLUTION
These Terms and the Service, as well as all related disputes, are governed by the laws of the State of California, without giving effect to its conflict of law provisions, regardless of from where you access the Service. You agree that the exclusive place of jurisdiction for all disputes and claims relating to the Service and/or these Terms is San Francisco County, California, or the United States District Court for the Northern District of California.
Subscriber grants us and Doximity the right to add your name and logo to our website and customer lists. Subscriber can opt-out of this use by emailing us at firstname.lastname@example.org.
9. ADDITIONAL TERMS
If any provision of these Terms is found by a court of competent jurisdiction to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render these Terms enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
B. No Waiver
Failure to enforce any part of these Terms is not a waiver of the right to later enforce that or any other part of these Terms.
C. Relationship of the Parties
The parties are independent contractors. You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between the parties as a result of these Terms or your use of the Service. There are no third party beneficiaries to these Terms.
Our notice to you via email, regular mail or notices, posts, or links within the Service shall constitute acceptable notice to you under these Terms. You must provide any notice to us in writing and send via overnight courier.
You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third parties to fulfill its duties and obligations under these Terms and in connection with the Service.
F. Changes to these Terms
We reserve the right to modify these Terms at any time at our sole discretion. When we make a change, we will post the updated Terms to Subscriber’s Amion Administrator area of our website with a new “Effective Date.” We may and if required by law we will also provide notification of changes in another way that we believe is reasonably likely to reach you, such as by e-mail or another manner through the Service. Any modifications to these Terms will be effective upon posting or as otherwise indicated at the time of posting. In all cases, by continuing to use the Service after posting of the updated Terms, you are consenting to the changes.
G. Entire Agreement
These Terms and any Order Forms, if applicable, constitute the entire, complete and exclusive agreement between us and Subscriber and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. Additional, contrary or inconsistent terms of any purchase order, vendor onboarding process, or any other Subscriber documentation will be null and void.