LOGIN WITH ATHENAHEALTH ACCOUNT TERMS OF USE
LWA ACCOUNT TERMS OF USE

Last Revision Date: July 20, 2019

Please read the following terms carefully as they relate to LOGIN WITH ATHENAHEALTH. If you do not wish to create a LOGIN WITH ATHENAHEALTH account, but still wish to access the Patient Portal, please contact athenahealth to obtain credentials that can be used to only access the Patient Portal at: athenaIdentityAccount@athenahealth.com. So that we can locate your account, in the body of the email, please provide your full name, date of birth, practice name of the portal you wish to access and your state of residence. This information will be used only for purposes of identification and to facilitate your request.

1. WHO WE ARE

We, athenahealth, Inc. and our subsidiaries and affiliates (collectively, “athenahealth”), supply products and services to providers and health systems throughout the United States to help deliver better care for all. We offer integrated health care solutions for our clients, including medical groups, practices, hospitals, health systems, and for physicians, specialists, staff and patients. We also offer a single sign on service "LOGIN WITH ATHENAHEALTH"("LWA") to make it easier for users to access various products and services offered separately by athenahealth as well as those of our clients and other third parties. We refer to all of our websites, applications, products, services, and solutions collectively as our "Services."

2. SCOPE AND PURPOSE:

These LWA Terms of Use relate to your registration for an account with LWA and maintenance of that LWA account and any related LWA user profile. Additional specific privacy policies, terms and agreements may also apply to any particular Services you use, whether through your LWA account or otherwise, including policies, terms and agreements for: our main website www.athenahealth.com; our athenahealth platforms (e.g., athenaCollector, athenaClinicals, athenaCommunicator, athenaCoordinator, athenaNet etc.); our athenahealth product offerings (e.g., athenaText or Epocrates®); our athenahealth Patient Portal; and any of our other websites, products, services, solutions or applications. If you use LWA to access or share data with any websites, applications, platforms, services, solutions or portals of any third parties (including any patient portals offered by any healthcare provider(s)) (each, a "Third Party Platform"), the privacy policies, terms and agreements of such Third Party Platforms will apply to your use of such Third Party Platform. We do not control and are not responsible for Third Party Platforms, whether you access such platforms using LWA or otherwise.

LWA is not intended for use by anyone outside of the United States.

Any unauthorized registration for, access or use of LWA, our Services, client accounts or Third Party Platforms is strictly prohibited.

3. CONFIRMATION OF AGREEMENT

You agree that when you click "AGREE” or “LOGIN” to LWA or anything similar, or when you register for an LWA account or otherwise edit or maintain your LWA account or LWA user profile, you are agreeing:

If you do not agree to these terms, do not click "AGREE" or "LOGIN" (or anything similar) and do not register for, maintain or otherwise use your LWA account. If you wish to terminate this Agreement at any time, you can do so by emailing athenaIdentityAccount@athenahealth.com.

The LWA Terms of Use and LWA User Privacy Policy may change from time to time. Your registration or maintenance of your LWA account or any related LWA user profile after we make changes is deemed to be acceptance of those changes. Please check periodically for updates.

If you have an LWA account and have any questions about how to update your information, or if you would like to disable your account or revoke your prior permission for any Service, athenahealth client or any Third Party Platform to access your information, please email athenaIdentityAccount@athenahealth.com

4. YOUR OBLIGATIONS

You agree that:

In addition:

You acknowledge and agree that LWA accounts are not intended for users under the age of thirteen (13) years old.

You acknowledge and agree that you will be held responsible for any losses incurred by athenahealth, our clients, any other user of our Services and any Third Party Platforms that are in any way related to your failure to maintain the security of your LWA account.

You represent and warrant that all information for your LWA account is current, complete and accurate to the best of your knowledge. If you change or deactivate any of your mailing addresses, email accounts, or telephone numbers connected to your account, you agree to update your LWA account immediately to ensure that any communications or other information are not sent to an incorrect address or phone number. You provide express written consent and all rights necessary for us to use your addresses and phone numbers for verification purposes.

You acknowledge and agree that, when registering for an LWA account or maintaining your LWA account or user profile, information will be transmitted over a medium that may be beyond the control of athenahealth, our clients, or our or their licensors or suppliers. Accordingly, neither athenahealth, our clients, nor our or their licensors nor suppliers assume liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with your LWA account.

5. OUR RESERVATION OF RIGHTS

You acknowledge and agree that our provision of an LWA account for you is revocable and LWA is provided to you on a non-exclusive, non-transferable basis. You do not acquire any ownership interest in LWA or your LWA account. We reserve and shall retain the entire right, title, and interest in and to LWA, including all copyrights, trademarks, and other intellectual property rights.

We own all rights to our logos and trademarks used in connection with LWA. All other logos and trademarks used in connection with LWA, any client accounts or any Third Party Platforms are the property of their respective owners.

6. CONFIDENTIALITY

You acknowledge and agree that your LWA account contains proprietary and confidential information and content that is protected under U.S. and international intellectual property laws and regulations, including trade secret, copyright, trademark, service mark, patent or other proprietary rights and laws. You agree not to sell, rewrite, modify, reproduce, distribute, redistribute, create derivative works of (including translating), rent or provide any confidential or proprietary information or content related to your LWA account, in whole or in part, to any unauthorized party.

7. THIRD PARTY PLATFORMS & SERVICES

If you use LWA to login, access or use any Third Party Platform or any Services, your access to and use of such Third Party Platform or Service will also be governed by the Third Party Platform’s or Service’s terms of use, privacy policy, and any other agreements or terms, which are solely between you and the Third Party Platform or Service provider. You acknowledge and agree that athenahealth is not responsible for any Third-Party Platforms, including their content, features, functionality, accuracy, completeness, timeliness, validity, legal compliance, performance, security, operations, decency, quality, or any other aspect thereof. athenahealth does not assume and will not have any liability or responsibility to you or any other person or entity related to any Third-Party Platforms. Your access and use of any Third Party Platforms is entirely at your own risk.

8. UPDATES; BUG FIXES

We may, from time to time in our sole discretion, develop and provide updates to LWA, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify (or delete in their entirety) certain features and functionality of LWA. You agree that athenahealth has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, including LWA or your LWA account.

9. TERM AND TERMINATION

The term of this Agreement commences when you register with LWA or maintain your LWA account or user profile, whichever is earlier, and will continue in effect until terminated by you or athenahealth. We may terminate or modify your LWA account at any time without prior notice in our sole discretion. If you wish to terminate this Agreement at any time, you can do so by emailing athenaIdentityAccount@athenahealth.com.

Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of your LWA account and LWA. You agree that neither athenahealth, our clients, nor our licensors shall be liable to you or any third party for any termination or modification of your LWA account. Termination will not limit any of athenahealth’s or our client’s rights or remedies at law or in equity. Sections 4 through 8 and 10 through 16 of this Agreement shall also survive termination, as well as any other sections of other portions of this Agreement that by their own terms survive.

10. DISCLAIMER OF WARRANTIES

YOUR LWA ACCOUNT IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ATHENAHEALTH, ON OUR OWN BEHALF AND ON BEHALF OF OUR CLIENTS AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO LWA, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT YOUR LWA ACCOUNT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ATHENAHEALTH OR OUR CLIENTS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE YOUR LWA ACCOUNT FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; NOR (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY AND DIRECTLY PAID BY YOU PERSONALLY TO ATHENAHEALTH FOR YOUR USE OF AND ACCESS TO YOUR LWA ACCOUNT.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE OR ANY OF OUR CLIENTS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ATHENAHEALTH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION YOU SUBMIT IN CONNECTION WITH YOUR LWA ACCOUNT, OR FOR YOUR OR THIRD PARTIES' USE OR MISUSE OF ANY CONTENT, DATA OR OTHER INFORMATION TRANSMITTED OR RECEIVED USING YOUR LWA ACCOUNT.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless athenahealth and our clients and our and their officers, directors, employees, agents, affiliates, successors, assigns, licensors and service providers from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your LWA account or your breach of this Agreement.

13. MEDIATION

You agree to submit any and all disputes, claims, or controversies arising out of or relating to your LWA account or this Agreement to JAMS, or its successor, for mediation in Boston, Massachusetts. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, which must set forth the subject of the dispute, the relief requested, and the factual and legal bases for such relief. You agree to cooperate with JAMS and with athenahealth in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation. If the dispute is not resolved by mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement. Notwithstanding this Section 13, we may (i) terminate, modify or freeze your LWA account or this Agreement according to its terms and/or (ii) seek injunctive relief.

14. CHOICE OF LAW; FORUM; SERVICE OF PROCESS

You agree that any dispute arising out of or relating to your LWA account or this Agreement, including any conduct related to this Agreement following termination hereof (each, a "Dispute") will be governed exclusively by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. The Federal District Court for the District of Massachusetts or the business litigation section of the state superior court of Massachusetts will be the exclusive venue for any resolution of any Dispute. You hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes.

You hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to your LWA account or this Agreement.

You agree not to join or consolidate claims by other users, or to pursue any claim as a representative or class action or in a private attorney general capacity.

No claim against athenahealth, any of our clients, and our and their officers, directors, employees, agents, affiliates, successors, assigns, licensors and service providers, or any Third Party Platform provider for a Third Party Platform related to your LWA account, of any kind under any circumstances may be asserted or filed more than one year after you know, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, that may give rise to such claim.

You consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. (This constitutes express agreement of the parties regarding your consent pursuant to Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state law equivalent.)

15. MISCELLANEOUS

If we do not act to enforce a breach of this Agreement or any portion thereof, that does not mean that we have waived our right to enforce this Agreement.

You may not assign or transfer your LWA account or this Agreement to anyone without our consent. However, you agree that we may assign this Agreement to any of our affiliates or subsidiaries, or in connection with any merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, without your consent and without notice.

You and we agree that there are no third-party beneficiaries of this Agreement.

If a court with authority over this Agreement finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving the intent of the Agreement. If the court cannot do that, you and we agree to ask the court to remove the unenforceable part and still enforce the rest of this Agreement.

Section titles are for convenience only and will not affect the meaning of this Agreement.

16. NOTICES TO ATHENAHEALTH

You agree to provide any legal notice regarding your LWA account or any alleged breach of this Agreement to:

    athenahealth, Inc.
    Attn: LEGAL DEPARTMENT
    311 Arsenal Street
    Watertown, MA 02472

You agree that the only way to provide us legal notice is in writing at the address provided above.