Trio VMS User Terms of Use
Effective May 1, 2023
TRIO END USER TERMS OF USE
Trio is a cloud-based platform (Trio and its contents collectively referred to as the “Software”) owned by American Health Technology Group, LLC (“we,” “us,” and “our”). “You” and “Your” refers to all individuals and entities who access or use the Software, including companies granted a Limited License (defined below) and all employees, representatives, and agents of those companies that access the Software. Your use of the Software is subject to the terms and conditions of use set forth in these End User Terms of Use (the “Terms”). In addition to the Terms, Your access to and use of the Software is also governed by the Trio Privacy Policy, which describes how we collect, use, and disclose Your personal information, and for some users, a SaaS agreement signed directly with us or a separate agreement between You and a client or licensee of ours.
If You have a SaaS agreement directly with us, the SaaS agreement controls any conflict between the SaaS agreement and these Terms. If You have a separate agreement between You and a client or licensee of ours regarding the Software, as between You and us, these Terms control any conflict between that agreement and these Terms.
By using the Software, You agree to these Terms. If You do not agree with these Terms, You must immediately cease Your use of the Software.
1. OWNERSHIP. The Software is our confidential and proprietary property and is protected under applicable copyright, patent, trademark, and other proprietary rights. You do not, and will not, under any circumstances, acquire any ownership rights or other interest in or to the Software.
2. LIMITED LICENSE.
2.1 License. Subject to these Terms, we grant You a limited, revocable, nonexclusive, and nontransferable license to use the Software solely in connection with the procurement and management of supplemental staff (the “Limited License”). Except for the Limited License, no other license or right is granted to You, and You may not use the Software for any other purpose.
2.2 Intellectual Property Rights. Other than the Limited License granted to You, all rights, title, and interest in and to the Software, including all rights under U.S. and international intellectual property laws, including copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, reside solely with us. Nothing within the Software should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any such intellectual property rights without our prior written consent. Our trademarks may not be used in any way, including in advertising, without our prior written permission.
2.3 Termination. We may terminate or suspend for a period of time the Software or Your Limited License and access to the Software at any time if You violate or we suspect that You violated these Terms or any other terms or agreements applicable to Your use of the Software, including, but not limited to, any actual or suspected unauthorized or fraudulent use of the Software or failure to pay fees (if any) You owe to our clients or us. We reserve the right to suspend or block Your access to Your account and seek all remedies available by law and in equity for violations of any of these Terms or any other terms or agreements applicable to Your use of the Software.
2.4 Duration of License. The Limited License granted to You commences when You first use the Software and continues until the Software is discontinued, You stop using the Software, or we terminate Your access to the Software, whichever occurs first.
2.5 Availability of Software. While we strive to provide continuous access to the Software, we do not warrant that Your access will be safe, uninterrupted, timely, secure, or error-free.
3. LIMITED USE.
3.1 No Minors. You must be at least 18 years of age to use the Software. If You are younger than 18 years of age, You cannot use the Software.
3.2 Restricted Use. The Software is for Your use only in connection with the Limited License. You will not allow any third parties to use the Software, including, without limitation, any healthcare facilities or staffing agencies. You may not sell, license, sublicense, rent, distribute, reproduce, transmit, publicly display, publicly perform, publish, adapt, create derivative works from, or otherwise commercially exploit the Software, in whole or in part.
3.3 Information You Submit. All information You submit to the Software must be accurate, truthful, and complete. You may not submit information that is illegal, harassing, hateful, derogatory, pornographic, dishonest, or harmful to others. You may not impersonate any other individual when using or submitting information to the Software.
3.4 Compliance with Law. You agree to comply with all applicable laws when using the Software. You will transmit, store, and use all personally identifiable information (“PII”) obtained through the Software in accordance with all applicable privacy laws. If You submit PII to the Software, You warrant that You have all authorizations necessary to share the PII. You shall not transmit or store any information through the Software that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”).
3.5 No Alterations to Software You may not modify or copy the layout or appearance of the Software or any or code contained in the Software. You may not edit, alter, abridge, reverse engineer, decompile, decode, decrypt, disassemble, derive or otherwise attempt to discover or access any source code from the Software or otherwise change the Software.
3.6 Misuse of Software. You shall not misuse any content on the Software. You may not copy, reproduce, use, or transmit any portion of the Software in any form or by any means without our prior written permission. Any misuse or unauthorized use of the Software, including any content therein, is prohibited and may violate or infringe upon our rights.
4. ACCOUNT ESTABLISHMENT AND ACCESS.
4.1 Establishment of Account. To establish an account, You must complete the account registration process and provide us with current, complete, and accurate information that we request. You have an ongoing responsibility to keep Your registration and account information current, accurate, and complete. You will be asked to select a username and password as part of the registration process. Your password has the same effect as Your written signature in connection with Your account within the Software and can be used to access Your account information. You are solely and completely responsible for keeping Your username, password, and other account information confidential. You are solely and completely responsible for any and all activities that occur under Your account. You agree to contact us immediately if You believe that Your password has been lost or stolen, that someone has improperly accessed Your account without Your permission, or that the security of Your account has been compromised in any way. We are not liable for any damage or loss You may incur due to someone else using Your password or account, either with or without Your knowledge or permission.
4.2 Access to Account. Access to and use of the Software, including password-protected areas, is restricted to authorized users only. If You attempt to access the Software without the proper authorization, You may be subject to civil and criminal proceedings. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Software or any activity being conducted on the Software.
4.3 No Sharing of Credentials. You are responsible for ensuring the confidentiality and security of Your user account and log-in credentials. You may not share Your credentials with any other person or entity whatsoever. However, You may share your credentials with employees and agents You appoint as authorized users for administrative purposes.
5. PRIVACY POLICY. Your privacy is important to us. The use of information provided to us via the Software is governed by our Trio Privacy Policy. Our Trio Privacy Policy also contains information about how we gather information from You and how we share that information. For more information, please refer to our Trio Privacy Policy at https://triowfs.com/trio-vms-privacy-policy. We may use and assign all information provided by You in any manner consistent with our Trio Privacy Policy, these Terms, applicable law, and any other applicable agreements between You and us.
6. INDEMNIFICATION. You agree to indemnify and defend us and our affiliates, clients, partners, and licensors, and our respective owners, directors, officers, employees, agents, clients, and licensees against any and all liabilities, losses, claims, and expenses, including reasonable attorney fees, related to Your violation of these Terms.
7. WARRANTY DISCLAIMERS. WE DO NOT WARRANT THAT ANY FUNCTION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE IS PROVIDED “AS IS,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIABILITY LIMITATIONS. WITH RESPECT TO THE SOFTWARE AND ITS FUNCTIONALITY AND THE INFORMATION TRANSMITTED BY AND STORED AS A RESULT OF THE SOFTWARE, WE AND OUR AFFILIATES, CLIENTS, PARTNERS, LICENSORS, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CLIENTS, AND LICENSEES WILL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA) EVEN IF WE AND/OR OUR AFFILIATES, CLIENTS, PARTNERS, AND LICENSORS, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CLIENTS, AND LICENSEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ADDITIONALLY, WE WILL NOT BE LIABLE FOR ANY DAMAGES, INJURIES, COSTS, OR EXPENSES OF ANY KIND DIRECTLY OR INDIRECTLY RELATED TO OR ARISING FROM OR RELATING TO ERRORS, DEFECTS, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR ACCOUNTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, OUTAGES, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO RECORDS WITHIN THE SOFTWARE OR ACCOUNT.
WITH RESPECT TO THESE TERMS, THE SOFTWARE, AND ANY INFORMATION YOU SUBMIT ON THE SOFTWARE, THE AGGREGATE LIABILITY OF US AND THE INDIVIDUALS AND ENTITIES LISTED IN THIS SECTION WILL NOT EXCEED $100.
9. MODIFICATIONS TO TERMS AND THE SOFTWARE.
9.1 Modification of these Terms. You cannot modify these Terms without our written approval. We reserve the right to change these Terms from time to time at our sole discretion and without giving You any advance notice. If we change the Terms, Your use of the Software will be governed by the version of the Terms then in effect, and Your use of the Software constitutes Your agreement to and acceptance of any changes. Any modifications to these Terms are effective upon posting these updated Terms to the Software. You acknowledge and agree that You should periodically review the Terms. We may add new or modified functionality or features to the Software that may require Your acceptance of new or additional terms before use. If, at any time, You do not agree to any of the Terms because they have changed, then You should not use the Software. Our failure to enforce any right under these Terms is not a waiver of such rights. If You are dissatisfied with Terms or any modifications to the Terms, You agree that Your sole and exclusive remedy is to terminate Your subscription and discontinue Your use of the Software.
9.2 Modification of Software. We reserve the right, in our sole discretion, to modify, add, or remove portions and/or functionality of the Software on a temporary or permanent basis, without liability to You or any third party. If You are dissatisfied with any modification to the Software, You agree that Your sole and exclusive remedy is to terminate Your subscription and discontinue Your use of the Software.
10. DURATION OF TERMS. These Terms are effective on the effective date listed above and continue until the Software is discontinued or You stop using the Software, whichever occurs last.
11. SEVERABILITY. In the event that any provision of the Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
12. GOVERNING LAW AND DISPUTE RESOLUTION. These Terms are governed by and will be construed in accordance with the laws of the State of Oklahoma without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to the Terms or the Software will be the state or federal courts located in Oklahoma County, Oklahoma, and you consent to the jurisdiction of these courts.
13. WAIVER OF CLASS AND COLLECTIVE ACTIONS. YOU AGREE IN THE EVENT OF ANY DISPUTE RELATING TO THE TERMS OR YOUR USE OF THE SOFTWARE, YOU SHALL FIRST ATTEMPT TO RESOLVE ANY SUCH DISPUTE WITH US THROUGH INFORMAL NEGOTIATIONS BEFORE RESORTING TO ANY OTHER FORM OF DISPUTE RESOLUTION. IF THOSE EFFORTS FAIL, YOU AGREE THAT ANY LITIGATION SHALL BE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU WAIVE THE RIGHT TO INITIATE, PARTICIPATE IN, AND RECOVER THROUGH ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR ALLEGED VIOLATION OF THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004.
14. RELIEF. If You breach or threaten to breach any of these Terms, we will suffer irreparable damage for which we will have no adequate remedy at law. Accordingly, we may seek injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety, in addition to any other remedy available to us at law or in equity.
15. ATTORNEY FEES. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party reasonable attorney fees and costs incurred in connection with the action or proceeding.
16. SURVIVAL. Sections 1 (Ownership), 3 (Limited Use) – 8 (Liability Limitations), and 11 (Severability) – 17 (Entire Agreement) survive any termination of these Terms.
17. ENTIRE AGREEMENT. These Terms constitute the entire agreement between us and You with regard to its subject matter and supersede all prior negotiations, understandings, and agreements (oral or written) relating to the subject matter of these Terms.
18. CONTACT INFORMATION. If You have any questions or need to contact us regarding any of these Terms or the Software, You may email us at support@triovms.com.