Firefly Terms of Use

Last Modified: March 2, 2016

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR FIREFLY’S SERVICES.

By using this Website or any of the Services (defined below), You signify Your assent to these Terms of Use. These Terms are binding on any use of the Services and apply to You from the time that Firefly provides You with access to the Services. Firefly may revise and update these Terms of Use at any time. Your continued usage of the Services will mean You accept those changes.

By registering for the Services, You agree that You have read and understood these Terms of Use. You are deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.

Definitions

“Agreement” means these Terms of Use.

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Data” means data inputted by You into the Website.

“Partners” means Firefly’s business partners, affiliates, and agents.

“Firefly,” “Company,” “we,” “us,” or “our” means Firefly.

“Services” means the Website, portal, services, products, or software provided by Firefly for the purposes of scheduling, recordkeeping, education, case logging, and the tracking and logging of continuing medical education.

“Subscriber” means the person who registers to use the Firefly Services, and includes any entity on whose behalf that person registers to use the Services.

“Website” means the Internet site www.fireflylab.org or any other site operated by Firefly.

“You” and “Yours” means the Subscriber.

Introduction

Firefly provides an online platform for doctors to use for the purposes of scheduling, recordkeeping, education, case logging, and the tracking and logging of their continuing medical education. The Firefly software platform facilitates these activities using a secure, cloud-based environment.

Please read these Terms of Use and our Privacy Policy carefully before using the Firefly Website. By accessing, using, or signing up for our Services via this Website, You accept the terms of these agreements. The Terms of Use agreement and our Privacy Policy apply to all services and information provided by Firefly, independent of format and method of acquisition.

Use of Service

Firefly grants You the right to access and use the Services according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

Accessing the Website and Account Security

To access the Services, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Services that all the information You provide is correct, current, and complete. You agree that all information You provide to register for these Services or otherwise, including but not limited to through the use of any interactive features of the Services, is governed by our Privacy Policy, and You consent to all actions we take with respect to Your information consistent with our Privacy Policy.

If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your user name, password, or other security information.

You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. If You are a registered user, You agree to ensure that You log out from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

We have the right to disable or reset any user name, password, or other identifier, whether chosen by You or provided by us, at any time if, in our opinion, You have violated any provision of these Terms of Use.

General Disclaimer

The Firefly portal and Website contain information for medical professionals. This information may supported by news and research articles that may be applicable to You. These communications and resources are for general educational and informational purposes only and should not be relied upon as a substitute for Your own or another doctor’s professional medical judgment or advice or construed, directly or indirectly, as the provision of medical advice or services by Firefly or its affiliates.

We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Disclaimer of Warranties

USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH OR BY FIREFLY VIA THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS. FIREFLY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF OUR WEBSITE, WITH OR WITHOUT NOTICE TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FIREFLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT FIREFLY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE FIREFLY WEBSITE OR THE SERVICES WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. FIREFLY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ON ANY WEBSITE LINKED TO IT.

WITHOUT LIMITING THE FOREGOING, FIREFLY MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE SERVICES AND INFORMATION RETRIEVED FROM THEM. FIREFLY ASSUMES NO RESPONSIBILITY FOR COMPLETENESS, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES, OR DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT SHALL FIREFLY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SERVICES THROUGH FIREFLY. FIREFLY SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, SUCH LIMITATIONS SHALL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.

IF YOU ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THE SERVICES.

Indemnification

You agree to indemnify, defend (subject to Firefly’s right, in its sole discretion, to assume exclusive defense and control), and hold harmless Firefly, its Partners, consultants, officers, directors, employees, contractors, and advisors from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from (i) any breach of this Terms of Use, (ii) Your use or misuse of any material or information posted, provided, transmitted, or otherwise made available by You or by Firefly, or (iii) Your access or use of the Website/portal, its content, or the Services.

Firefly reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting Firefly’s defense of such matter.

Trademarks and Copyrights and Intellectual Property

1. Generally

All intellectual property rights in the Services, the Firefly Website, and any documentation relating to the Services is property of Firefly.

The Company name, the Company logo and all related names, logos, product and service names, designs, and slogans are trademarks of Firefly. You must not use such marks without the prior written permission of Firefly.

The Services and their entire contents, features, and functionality (including but not limited to all information, software, code, HTML, text, displays, images, graphics, artwork, photographs, video and audio, and the design, selection, and arrangement thereof), are owned by Firefly and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

2. Data Ownership

We use Your data for the purpose of providing our Services to You. Accordingly, You agree to grant Firefly a perpetual, world-wide, royalty free, non-exclusive, sub-licensable license to copy, use, transmit, store, and back-up any content, data, or information that You upload, store, transmit, submit, exchange, or make available to or via the Services.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, You consent to all actions taken by us with respect to Your Data in compliance with the Privacy Policy.

Limitations on Your Use of the Website

You agree not to access or use the Services in an unlawful way, for any unlawful purpose or for any purposes other than its intended purposes. You agree that you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an account. You agree not to (a) post or transmit any information which is libeis libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, (b) take any action that imposes an unreasonable load on the Website’s infrastructure, (c) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, including any virus, worm, Trojan horse, or other code which is contaminating or destructive to the files or programs of the Services, (d) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Website, or (e) delete or alter any material posted on the Website. Firefly reserves the right to delete any information provided by You that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of a copyright, trademark, or other intellectual property or ownership right of any other person.

Links to Third-Party Sites

The Website may contain links to third-party websites that are not under the control of Firefly or its Partners. These links are provided solely as a convenience and do not imply an endorsement or recommendation by Firefly. Use of any third-party websites is governed by their own terms of use and privacy policies and Firefly is not responsible for and does not make any representations regarding the content or accuracy of materials on such third-party sites.  Accordingly, Firefly is not responsible for the accuracy, copyright compliance, legality, or legitimacy of material contained in third-party websites which may be accessible via a hyperlink to or from this Website or for the hyperlink itself.  Firefly does not make any representations or warranties as to the security of any information You might be requested to give any third party, and You hereby irrevocably waive any claim against Firefly with respect to such sites. You should take precautions when downloading files from all websites to protect Your computer from viruses and other destructive programs. If You decide to access any external sites, You do so at Your own risk. Firefly strongly encourages You to make whatever investigation You feel necessary or appropriate before proceeding with any online or off-line transaction with any of these third parties.

General
1. Governing Law

This Agreement shall be governed by the laws of the State of Connecticut applicable to contracts made and performed there, without regard to its conflict of laws principles, and where applicable, the laws of the United States. You agree that New Haven County, Connecticut shall be the sole and exclusive venue for any legal action or proceeding between Firefly and You for any purpose concerning the Services, this Terms of Use or the Website. You waive any jurisdictional, venue, or inconvenient forum objections to such courts. Any cause of action or claim You may have with respect to the Services, use of the Firefly Website, or this Terms of Use must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable.

2. Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between You and Firefly with respect to the Services and use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services and use of the Website.

3. Modifications to this Agreement

We may, without advance notice, supplement or change this Terms of Use at any time. Any changes made to this Terms of Use will be effective as soon as they are posted on the Firefly Website. By accessing or using the Services, You agree to be bound by all the terms and conditions of these Terms of Use as posted on the Firefly Website at the time of Your access or use. It is Your sole responsibility to review the Terms of Use each time You use the Services so that You are aware of any changes to the Terms of Use. If any change to this Terms of Use is not acceptable to You, Your sole remedy is to cease accessing, browsing, and otherwise using the Website.

4. Modifications to the Services

We may update the content pertaining to the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material pertaining to the Services may be out of date at any given time, and we are under no obligation to update such material.

5. No Assignment

You may not assign or transfer any rights to any other person without Firefly’s prior written consent.

6. Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Firefly must be sent to help@fireflylab.org. Notices to You will be sent to the email address You provided when setting up Your access to the Services.

7. Severability

The provisions of this Terms of Use are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

8. Survival

The provisions of these Terms of Use titled “Disclaimer of Warranties,” “Limitation of Liability,” “Limitation of Liability,” “Indemnification,” “Governing Law,” and “Waiver of Jury Trial and Class Actions” shall survive the termination of this Agreement.

9. Third Parties

These terms control the relationship between Firefly and You. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

10. Waiver

If Firefly does not exercise or enforce any particular right or provision in these Terms, this does not mean that we are giving up any rights that we may have (such as taking action in the future), and the Company does not waive that right or provision.

Firefly’s failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use, shall not be considered waiver thereof, which can only be made by a signed writing. No single waiver shall be considered a continuing or permanent waiver.

11. Agreement to Arbitrate

This agreement provides that all disputes between you and Firefly will be resolved by BINDING ARBITRATION. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (EXCEPT for matters that may be taken to SMALL CLAIMS COURT). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

12. Waiver of Jury Trial and Class Actions

BY ENTERING INTO THESE TERMS OF USE, YOU AND FIREFLY ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL, OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND THE COMPANY AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE, OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD 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. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND FIREFLY BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

Breach

You agree that if You breach of any term of this Agreement, including the foregoing representations, Firefly has the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof) and You will defend and indemnify Firefly and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

Changes to these Terms and to the Services

We may modify these terms or any additional terms that apply to the Services to, for example, reflect changes to the law or changes to the Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. If You do not agree to the modified terms for the Services, You should discontinue Your use of the Services.

We are constantly changing and improving the Services. We may add or remove functionalities or features, and we may suspend or stop the Services altogether.

Your Comments and Concerns

The Services are operated by Firefly. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: help@fireflylab.org.