Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using Proficient, Inc. (“Proficient”) services or applications (the “Service”) operated by Proficient (“us”, “we”, or “our”) on behalf of all Proficient customers, licensees, and users (each, a “Customer”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms, including the Third Party Terms and Conditions below. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Usage of the Service
This Service is provided for use by Customer for its designated users. It is intended for Customer-related business use only; any use for personal reasons only is strictly prohibited. Your access may be discontinued at any time for any reason. Customer will provision the accounts of its designated users necessary to access the capabilities of the Service.
The application does cache certain data on your device. This data will be erased in the following circumstances, and you consent to the remote erasure of this data from your mobile device: (1) if you violate the login policy with too many sequential login attempts that are unsuccessful, (2) if your device is reported as lost or stolen, and (3) if your access to any of Proficient’s products or services is terminated or suspended for any reason.
These Terms shall be governed and construed in accordance with the laws of North Carolina, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us at: www.proficienthealth.com.
Third Party Software Terms and Conditions
The following terms shall apply to the use of any Third Party Software included in our products, services, or SaaS Services, including but not limited to Third Party Software owned by PDFTron Systems Inc. (“PDFTron”):
- Customer (a) will use the Third Party Software only as an integral component of the products, services, or SaaS Services of Proficient; (b) will not use the Third Party Software for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Software or attempt to do any of the foregoing in relation to the object code of the Third Party Software; and (d) will not modify, adapt, translate or create any derivative works of the Third Party Software or merge the Third Party Software into any other software.
- Customer will not use, copy, modify, or transfer the Third Party Software, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted herein. Customer’s rights will be non-exclusive, and except as expressly permitted by the Proficient, non-assignable; provided always, however, that the provisions set forth in this Agreement applicable to any Customer must also apply to any permitted assignee.
- Proficient and its licensors will have the exclusive ownership of all right, title, and interest in and to the software or service licensed to the Customer, including ownership of all the “Intellectual Property Rights” and “Confidential Information” pertaining thereto, subject only to the express rights and privileges expressly granted to the Customer hereunder.
- “Intellectual Property Rights” means patents, patent rights and registrations and applications, renewals and extensions therefor, copyright (including, but not limited to, ownership rights in all computer code, concepts, and methods of operation, moral rights and any related documentation), copyright registrations and applications, renewals and extensions therefor, trademarks, trademark registrations and applications, renewals and extensions therefor, utility model or industrial design registrations and applications, renewals and extensions therefor, trade secrets and other intellectual property rights recognized by laws in the United States, Canada, and applicable foreign and international laws, treaties and conventions.
- “Confidential Information” means any activation code, license key or registration information to be provided by the owner of Third Party Software to Proficient.
- Customer’s obligations hereunder will remain in effect for as long as it continues to possess or use the Third Party Software and such obligations will be for the benefit of the owner of Third Party Software and will be enforceable by the owner of Third Party Software as a third party beneficiary against the Customer.
- LIMITED WARRANTY: The product and performance warranties provided by PDFTron to Proficient with respect to its Third Party Software licensed to Proficient are limited to the following:
- PDFTron warrants to the best of its knowledge, the Third Party Software will not infringe or misappropriate any Intellectual Property Rights of any third party; and
- PDFTron warrants that it will use a commercially reasonable virus detection computer software program to test its Third Party Software and any error corrections, updates or enhancements or any other program, including any new programs or components, or any compilations or derivative works that it prepares and provides to Proficient for known worms, viruses or any other routine that can disable, erase or otherwise harm Proficient’s hardware, software, data or systems (collectively, “Malicious Code”) prior to delivery to Proficient.
- DISCLAIMER OF WARRANTIES: PROFICIENT OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITIONS OF MERCHANTABILITY, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE THIRD PARTY SOFTWARE, EXCEPT THAT PROFICIENT WILL PASS THROUGH TO CUSTOMER, IF AND TO THE EXTENT PERMITTED, ANY WARRANTIES EXPRESSLY PROVIDED BY SUCH THIRD PARTIES TO PROFICIENT FOR SUCH THIRD PARTY SOFTWARE, AS DESCRIBED IN SECTION 5 ABOVE.