Terms of Service

Below is Our Standard Terms of Service (the "TOS") are made part of and incorporated into your KeyBranch Dashboard Agreement with KeyBranch Inc, a California company (together with its subsidiaries and affiliates, " KeyBranch ," "we" or "us") and govern your and all users’ rights and responsibilities in connection with use and access the Service provided by KeyBranch there under.

THESE TOS ARE LEGALLY BINDING on KeyBranch and you as a "user" of the Service in any capacity for any reason whatsoever. EACH TIME YOU LOG IN AND/OR CLICK "I AGREE," OR BY OTHERWISE ACCESSING OR USING THE SERVICE FOR ANY REASON, YOU ARE ENTERING INTO THESE TOS AND YOU AGREE TO BE BOUND BY THEM, BOTH ON YOUR OWN BEHALF AND AS AN AGENT OF YOUR EMPLOYER, ORGANIZATION, OR OTHER ENTITY ON BEHALF OF WHICH YOU ARE ACCESSING THE SERVICE.

Please read these TOS carefully, and do not access or use the Service if you are unwilling or unable to be bound by these TOS. You and we are collectively referred to as the "Parties."

Rights Using Our System

We grant to you and you accept a non-exclusive, personal, non-transferable (except as expressly permitted in Section limited right to access and use the Service during the Term, subject to your full compliance with the terms and conditions set forth in these TOS and with our Policies and Procedures. You will not: (a) use the Service for time-sharing, rental or service bureau purposes; (b) make the Service, in whole or in part, available to any other person, entity or business; (c) copy, reverse engineer, decompile or disassemble the Service, in whole or in part, or otherwise attempt to discover the source code to the software used by the Service; or (d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the Service or associated software with any other software or services not provided or approved by us. You will obtain no rights to the Service except for the limited rights to use the Service expressly granted by the Service Agreement and these TOS. You are bound by these TOS, along with any employer, organization, or other entity for which you are acting as an agent or accessing Service.

USERS

All other "users". If you are a "user" as defined herein, you hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in these TOS that are applicable to the person addressed as "you" in these TOS, and you hereby grant and make all rights, waivers and releases set forth in these TOS that are granted and made by the person addressed as "you" in these TOS, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under these TOS. Nothing in this section authorizes or shall be deemed to authorize your use of the Service and if your use is not expressly permitted under these TOS, you may be held directly liable and required to pay damages to KeyBranch for improperly accessing the Service.

Beta Features and Updates Provided

Beta Features. If you are invited to access any Beta Features of the Service or you access any Beta Features of the Service, you acknowledge that: (a) such features have not been made commercially available by KeyBranch; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) Branch Key is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service.

These Beta Features are provided "AS IS", with all faults.

Verification

You agree that your use of the Service, or certain features or functionality of the Service, may be subject to verification by us of your identity and credentials as a health care provider or health care professional under applicable law, and to your ongoing qualification as such.

Permitted Uses

Subject to the terms of these TOS, you may use Your Health Information for any purpose expressly permitted by applicable law, including treatment, payment and health care operations. If you are granted access rights to another user of the Service’s Protected Health Information through the Service, you may use such information for treatment and for obtaining payment for treatment; provided that, except as expressly authorized in our Policies and Procedures, (i) you may access only information pertaining to individuals with whom you have a treatment relationship or for whom a Client who has a treatment relationship with the individual has requested a professional consultation from you, or from whom you have received authorization to use their health information; and (ii) to the extent applicable to you, you may use only the minimum necessary information for performing billing any services.

You will not use the Service for any purposes other than those described you will not:

  • (a) reproduce, publish, or distribute content in connection with the Service that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right; nor
  • (b) use the Service to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material.
  • (c) duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or allow any person that is not part of the Authorized Workforce to access the Service without the express written permission of KeyBranch CEO.
  • (d) Except as expressly permitted in writing by KeyBranch CEO, you may not modify, port, adapt, make screen captures from or translate the Service.

In addition, to further safeguard the confidentiality, integrity and availability of the information and other elements housed in the Service, as well as the stability of the Service, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:

  • (e) abuse or misuse the Service, including gaining or attempting to gain unauthorized access to the Service, or altering or destroying information housed in the Service; (ii) use the Service in a manner that interferes with other users’ use of the Service; (iii) use the Service in any manner that violates our Policies and Procedures; or (iv) use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Service;
  • (f) Circumvent any technical measures we have put in place to safeguard the Service or the confidentiality, integrity or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access to the Service solely to the class of persons expressly so authorized pursuant to Above terms; and
  • (g) Access any portion of the Service other than with a commercial browser (such as Internet Explorer, Mozilla Firefox, Chrome, Android or iOS) or through mobile applications developed and operated by us.
  • (h) Use any macro, robot, spider, offline reader, site search/retrieval application, or other manual or automatic device, tool, or process to access, retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Service.

Information Exchange

We are not responsible for the accuracy or completeness of information available from or through the Service.

You assume full risk and responsibility for the use of information you obtain from or through the Service, and neither we nor any of our licensors or data providers are responsible or liable for any claim, loss, or liability arising from use of the information. We do not recommend or endorse any provider of health care or health-related products, items or services, and the appearance of materials in the Service relating to any such products, items or services is not an endorsement or recommendation of them.

No Third Party Access

You will not permit any third party nor give access or authorization without written consent from KeyBranch Ceo. You agree that anyone accessing your system will have a user login.

Your Responsibility

You are solely responsible for ensuring that your use of the Service complies with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information. You will not grant any user, including members of your Authorized Workforce, any rights to access or use our Service that they would not be allowed to have under applicable laws. We offer no assurance that your use of the Service under the terms of these TOS will not violate any law or regulation applicable to you. You acknowledge that we may share Your Information with third parties if we determine in good faith that disclosure of Your Information is necessary to (i) comply with a court order, warrant or other legal process, (ii) protect the rights, property or safety of KeyBranch or others, (iii) investigate or enforce suspected breaches of these TOS, or (iv) allow our third-party partners to comply with their obligations under federal or state law.

Indemnification

You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the Service by you or your Workforce; (b) any breach by you or your Workforce of any representations, warranties or agreements contained in these TOS; (c) the actions of any person gaining access to the Service under Credentials assigned to you or a member of your Workforce; (d) the actions of anyone using Credentials assigned to you or any member of your Workforce that adversely affects the Service or any information accessed through the Service; and (e) your negligent or willful misconduct, or that of any member of your Workforce. Your indemnification obligations in these TOS, are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in these TOS or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.

Purpose of Service

To use our system to control, manage and build outreach. Also swap and share leads throughout the system. We will obtain your Consent before we make Your Health Information available to other providers, covered entities and their respective business associates. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of Your Health Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulation. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any user resulting from the user’s misrepresentation to us, or breach of the user’s user agreement or our Policies and Procedures.

Information Protections

We apply the standards of the Privacy Rule in permitting access to the Service. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that you are solely responsible for ensuring that Your Health Information may properly be disclosed for the purposes set forth. You hereby grant to us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any information, material or work product – other than Your Information that has not been De-Identified – you provide to this site or the Service. You agree that we may use, disclose, market, license, and sell such information and works, including derivative products, without restriction.

This includes, for example, custom templates that you create using the Service, and information (other than Your Information that has not been De-Identified) that you contribute to forums, discussion groups and the like. You may provide content or material to this site by uploading such content into the Service, participating in forums, discussion groups and the like, or by using the site to create custom templates and the like.

Furthermore, you agree that we may use, disclose, market, license and sell such material or content, and that you have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof.

Material & Trade Secrets

You warrant and agree that any material you provide will not infringe or otherwise violate the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law. In order to protect our trade secrets herein, you affirm that neither you nor any of your employers, officers, executives, shareholders, partners, Workforce, or other business associates of any kind are currently or will become for a period of three (3) years after termination or expiration of any license granted to access or use the Service, either directly or indirectly, an officer, executive, shareholder, partner, employee, independent contractor, advisor, consultant, or any other business associate of any kind of any business entity who does currently operate in or intends to enter into competition with us during the period of time you are licensed to use the Service. If we come to know or have reasonable cause to believe that you are in violation of this affirmation, we reserve the right to immediately, permanently, and without notice terminate your access rights and privileges.  

Any such use shall subject you, as well as any of your officers, executives, shareholders, or partners, to legal action, which may include both civil and criminal penalties, as applicable. You acknowledge that any such civil action may include, but is not limited to, relief sought in the form of: injunctive relief; actual, punitive, statutory, or liquidated damages; any amount of unjust enrichment accrued as a result of such use; and attorney’s fees.

The Site is owned and operated by KeyBranch.

The entire contents and design of the Site are protected by U.S. and international copyright law. All rights regarding the Site and materials contained on the Site are either owned by KeyBranch, are licensed to it, or are used with permission. KeyBranch and its licensors retain and reserve all proprietary rights to the contents of the Site. You may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from KeyBranch. You may link to, view, download, use, display and print a single copy of the materials found on the Site only for personal, noncommercial, and informational purposes as long as: (1) you do not alter or modify the materials in any way; (2) you include all applicable copyright, trademark and other notices and disclaimers; and (3) you do not use the materials in a way that suggests an association with Branch key or an affiliated entity.

All such copies must include, at a minimum, the following copyright notice: “Copyright © [2017] KeyBranch All Rights Reserved.” Any other use of the Site or the information contained therein is strictly prohibited. KeyBranch may terminate the above license at any time for any reason. If you breach any of these terms your license terminates immediately and automatically and without notice. Upon the termination of this license you must stop using the Site, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control,you will not reverse engineer, decompile, disassemble, or otherwise attempt to discover or reduce to human readable form the source code of the Service, except to the extent allowed under any applicable law. Any attempt to do so must utilize a clean room design.

Additional Charges

You are responsible for any charges you incur to use the Service, such as telephone and equipment charges, and fees charged by third-party vendors of products and services.

Warranties

ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED ON THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES. NO KEYBRANCH EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES, CONDITIONS, OR LIMITATIONS CONTAINED IN YOUR SERVICE AGREEMENT OR THESE TOS. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY PERSONS USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.

Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TOS OR THE SERVICE AGREEMENT TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THE SERVICE AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THE SERVICE AGREEMENT FOR THE TWO (2) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, UP TO A LIMIT OF TWO MONTHS OF FEE WE RECEIVED FROM YOU.

Can Terminate License At Anytime

We may suspend access to the Service by you or any member of your Workforce immediately pending your cure of any breach of these TOS, or in the event we determine in our sole discretion that access to or use of the Service by you or the member of your Workforce may jeopardize the Service or the confidentiality, privacy, security, integrity or availability of information within the Service, or that you or the member of your Workforce has violated or may violate these TOS or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Service with any Credentials assigned to you or a member of your Workforce. We may terminate the access of any member of your Authorized Workforce upon termination or change in status of his or her employment with you. Our election to suspend the Service shall not waive or affect our rights to terminate these TOS as permitted under these TOS.

Force Majeure

No party to the Service Agreement, including these TOS, shall be deemed in violation if it is prevented from performing any of its the obligations thereunder by reason of: (a) severe weather and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) nuclear or other civil or military emergencies; (f) acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control.

Severability

Any provision of the Service Agreement, including these TOS that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of the Service Agreement.  Such other provisions shall remain in full force and effect and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision.

Our Rights

We have the right to change or add to the terms of this Agreement at any time by posting the amended Terms on KeyBranch website or mobile applications (collectively, the “Site”). Any use of the Services after our publication of any such changes shall constitute your acceptance of the Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that was in place when the Dispute arose.

THE SERVICES AND THE SITE ARE NOT AN EMERGENCY-RESPONSE OR EMERGENCY-MONITORING SERVICE AND ANY PERSON WHO IS AWARE OF AN EMERGENCY SITUATION OR BELIEVES THAT A PERSON MAY BE AT RISK OF INJURY OR DEATH OR WHO MAY HARM THEMSELVES OR ANOTHER PERSON SHOULD DIAL “911” OR AN APPROPRIATE EMERGENCY RESPONDER. WERECOVER IS UNDER NO OBLIGATION TO MONITOR OR RESPOND TO COMMUNICATIONS MADE TO WERECOVER VIA THE SITE OR OTHERWISE.

Age Limitations

The Services and the Site are intended and only suitable for individuals 18 years of age and above. Some of the content on the Site may not be appropriate for children. Children under the age of 18 are not permitted to use the Site or the Services. We strongly recommend that children between the ages of 13 and 17 ask their parent’s or guardian’s permission before viewing the Site. KeyBranch hereby disclaims all liability for use by individuals under the age of 18.

Purpose of Service

To use our system to control, manage and build outreach. Also swap and share leads throughout the system. We will obtain your Consent before we make Your Health Information available to other providers, covered entities and their respective business associates. You acknowledge that once we have granted access rights to another provider or covered entity (or their respective business associates), we have no control over the uses and disclosures that such person or entity makes of Your Health Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulation. You agree that we will not be responsible for any unlawful access to or use of Your Health Information by any user resulting from the user’s misrepresentation to us, or breach of the user’s user agreement or our Policies and Procedures.

Leads on this site

All data information text links and contact info including all material used to obtain leads are not guaranteed, you may use the leads at your own discretion.

Information Not Professional Advice

All data, information, text, graphics, links, and other material on the Site are provided as a convenience to our Site visitors. The information provided on the Site is for general informational and educational purposes only. The information provided on the Site is not intended to serve as medical or other professional advice and is not to be used for diagnosis or treatment of any condition or symptom. Information provided on the Site does not constitute the provision or practice of medical or professional health care advice or services.

You should consult your physician or other qualified health care provider regarding any specific questions you may have. You should never disregard professional advice or delay in seeking treatment based on the information contained on the Site or other websites linked to or from it.

Trademark Notice

KeyBranch names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of KeyBranch . All rights are reserved. You are not authorized to use any KeyBranch name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of KeyBranch. All other trademarks appearing on the Site are the property of their respective owners.

Binding Individual Arbitration

You and KeyBranch agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST KeyBranch. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by ADR Services, Inc. according to this provision and the applicable arbitration rules for that forum.

Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside.

Otherwise, any arbitration hearing will occur in Los Angeles, California, or another mutually agreeable location, or a location ordered by the arbitrator.

The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, KeyBranch will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and KeyBranch also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction in the state courts in Los Angeles, California, or federal court for the Central District of California.

Change

This Privacy Policy is subject to revision from time to time. We will post any revised version of the terms on this page. If we make any material changes to it, we will also send you notice to the last email address you have provided to us. Continued use of our Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

By using our site and app, you consent to our terms of service.

Last Modified: 08/28/2017