Last revised on: August 6, 2018
The goLOTUS website, located at
(the “Site”) is meant to provide information about and access to the Go
Lotus data tracking platform (our “Services”). The Services are meant to
connect the stakeholders of a child’s treatment, parents and doctors, with
one another in order to optimize and streamline the treatment process. We
believe that sharing important information about a child’s treatment with
other stakeholders is a crucial component of facilitating care. The Site
aware of their rights and responsibilities when utilizing our Site and
The Site and all related material comprising our Services is a copyrighted
work belonging to goLOTUS, Inc. (“Company”, “ us”, “our”, and “we”).
Certain features of the Site and Services may be subject to additional
guidelines, terms, or rules, which will be posted in connection with such
features. All such additional terms, guidelines, and rules are incorporated
by reference into these Terms.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS Site or Services.
binding terms and conditions that govern your use of the Site and services.
By accessing or using the Site or services, you are accepting these Terms
(on behalf of yourself or the entity that you represent), and you represent
and warrant that you have the right, authority, and capacity to enter into
these Terms (on behalf of yourself or the entity that you represent). you
may not access or use the Site or services, or accept the Terms, if you are
not at least 18 years old. If you do not agree with all of the provisions
of these Terms, do not access and/or use the Site.
PLEASE REVIEW SECTION 16.2 CLOSELY, AS IT CONTAINS
the use of arbitration on an
individual basis to resolve disputes, rather than jury trials or
class actions, and also limit the remedies available to you in the
event of a dispute
between goLOTUS, Inc.(“Company”, “us”, “ our”, and “we”), A Delaware corporation,
and the customer agreeing to these terms ( "Customer" and "you"), and covers all Services provided by
goLOTUS to Customer as well as use of the Site.
In order to use certain features of the Site and Services, you must
register for an account (“Account”) and provide certain
information about yourself as prompted by the account registration form.
You represent and warrant that: (a) all required registration information
you submit is truthful and accurate; (b) you will maintain the accuracy of
You may delete your Account at any time, for any reason, by following
the instructions on the Site. Company may suspend or terminate your
Account in accordance with Section
8.4. The deletion, suspension, or termination of your account will result
in a prohibition on the use of our Services.
You are responsible for maintaining the confidentiality of your Account
login information and are fully responsible for all activities that occur
under your Account. You agree to immediately notify Company of any
unauthorized use, or suspected unauthorized use of your Account or any
other breach of security. Company cannot and will not be liable for any
loss or damage arising from your failure to comply with the above
Access to the Site
Subject to these Terms
, Company grants you a non-transferable, non-exclusive, revocable, limited
license to use and access the Site and Services solely for your own
personal, noncommercial use.
The rights granted to you in these Terms are subject to the following
restrictions: (a) you shall not license, sell, rent, lease, transfer,
assign, distribute, host, or otherwise commercially exploit the Site or
Services, whether in whole or in part, or any content displayed on
therein; (b) you shall not modify, make derivative works of,
disassemble, reverse compile or reverse engineer any part of the Site
or Services; (c) you shall not access the Site or Services in order to
build a similar or competitive website, product, or service; (d) use
the Site or Services in violation of any law, including without
limitation, HIPAA, Telephone Consumer Protection Act and any spam laws
(for example, CAN SPAN); and (e) except as expressly stated herein, no
part of the Site or Services may be copied, reproduced, distributed,
republished, downloaded, displayed, posted or transmitted in any form
or by any means. Unless otherwise indicated, any future release,
update, or other addition to functionality of the Site or Services
shall be subject to these Terms. All copyright and other proprietary
notices on the Site or Services (or on any content displayed on the
Site or Services) must be retained on all copies thereof.
Company reserves the right, at any time, to modify, suspend, or
discontinue the Site or Services (in whole or in part) with or without
notice to you. You agree that Company will not be liable to you or to
any third party for any modification, suspension, or discontinuation of
the Site or Services or any part thereof.
Support or Maintenance.
You acknowledge and agree that Company will have no obligation to
provide you with any support or maintenance in connection with the Site
Excluding any User Content that you may provide (defined below), you
acknowledge that all the intellectual property rights, including . The
software, workflow processes, user interface, designs, know-how and
other technologies (“Proprietary Property”) provided by goLOTUS as
part of the Site or Services are the Proprietary Property of goLOTUS
and its licensors, and all right, title and interest in and to such
Proprietary Property, including all associated intellectual property
rights, remain only with goLOTUS. You expressly agree that nothing in
Proprietary Property or any other goLOTUS intellectual property unless
Proprietary Property and intellectual property are expressly reserved
by goLOTUS. You agree that this paragraph shall survive the
termination of this Agreement.
Copyrights, patents, trademarks, and trade secrets, in the Site and its
content are owned by Company or Company’s suppliers. Neither these Terms
(nor your access to the Site) transfers to you or any third party any
rights, title or interest in or to such intellectual property rights,
except for the limited access rights expressly set forth in Section 2.1.
Company and its suppliers reserve all rights not granted in these Terms.
There are no implied licenses granted under these Terms.
“User Content” means any and all information and content
that a user submits to, or uses with, the Site (e.g., content in the user’s
profile or postings).
You are solely responsible for your User Content and remains the sole
property of you. You may grant the right of shared access to portions
your content another user only if it does not violate HIPAA
regulations. You grant goLOTUS a non-exclusive, royalty -free license to
modify, store, transmit and otherwise use your information for purposes of
goLOTUS performing under this agreement and providing the Services. You
assume all risks associated with use of your User Content, including any
reliance on its accuracy, completeness or usefulness by others, or any
disclosure of your User Content that personally identifies you or any third
party. You hereby represent and warrant that your User Content does not
violate our Acceptable Use Policy (defined in Section 31). You may not
represent or imply to others that your User Content is in any way provided,
sponsored or endorsed by Company. Because you alone are responsible for
your User Content, you may expose yourself to liability if, for example,
your User Content violates the Acceptable Use Policy.
“Customer Information” means all data, information, images
and files entered or uploaded by Customer to the Site or Services, which
shall remain the sole property of Customer, as between goLOTUS and
Customer (“Customer Information”), subject to the other terms of this
Sharing of Health Information
. goLOTUS only shares your Personally Identifiable Information or
Protected Health Information when required to complete your transaction or
to facilitate a consensual interaction between you and a provider through
the Services. We do not otherwise share Personally Identifiable Information
or Protected Health Information with any third parties [other than our
service providers who are under strict confidentiality obligations]. We may
aggregate certain information to develop statistics related to the use of
the Services and, in doing so, we might combine information that we have
about you with information we obtain from business partners or other
companies. When we publish statistics based on aggregated information,
those statistics will not contain any Personally Identifiable Information
goLOTUS a non-exclusive, royalty-free license to modify, store, transmit
and otherwise use the Customer Information for purposes of goLOTUS
performing under this Terms Agreement. Notwithstanding the foregoing,
Customer expressly agrees that if Customer’s access to the Service is
suspended for non-payment of fees in accordance with Section 4(d), goLOTUS
will have no obligation to provide Customer Information to Customer until
Customer remedies such non-payment as provided in this Agreement. Go
Lotus will have no obligation to continue providing access to any Customer
Information or User Content stored by goLOTUS and available through use of
the Services until Customer remedies such non-payment as provided in this
Accuracy of Information Provided by Customer. Customer
represents and warrants to goLOTUS that all Customer Information, User
Content and other material provided under Customer’s account, by Customer
or on its behalf, is true, correct and accurate. If Customer learns that
any Customer Information or User Content provided to goLOTUS as part of
the Services is not true, correct or accurate,
Customer must immediately notify goLOTUS by phone and in writing of
this fact, and shall provide the true, correct and accurate information
goLOTUS relies on Customer’s representations regarding the truth, accuracy
and compliance with laws of Customer Information and Content. CUSTOMER
SPECIFICALLY AGREES THAT goLOTUS SHALLNOT BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY
WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF GO
intending to attest for Meaningful Use agree
to follow the processes and procedures recommended in aggregate Meaningful
Use training such that goLOTUS tracking and reports function
You hereby grant (and you represent and warrant that you have the right to
grant) to Company an irrevocable, nonexclusive, royalty-free and fully
paid, worldwide license to reproduce, distribute, publicly display and
perform, prepare derivative works of, incorporate into other works, and
otherwise use and exploit your User Content and Customer Information, and
to grant sublicenses of the foregoing rights, solely for the purposes of
providing this Site and/or Services. You hereby irrevocably waive (and
agree to cause to be waived) any claims and assertions of moral rights or
attribution with respect to your User Content or Customer Information.
Acceptable Use Policy.
The following terms constitute our “Acceptable Use Policy”
You agree not to use the Site to collect, upload, transmit, display, or
distribute any User Content (i) that violates any third-party right,
including any copyright, trademark, patent, trade secret, moral right,
privacy right, right of publicity, or any other intellectual property or
proprietary right; (ii) that is unlawful, harassing, abusive, tortuous,
threatening, harmful, invasive of another’s privacy, vulgar, defamatory,
false, intentionally misleading, trade libelous, pornographic, obscene,
patently offensive, promotes racism, bigotry, hatred, or physical harm of
any kind against any group or individual or is otherwise
objectionable;(iii)you will not submit any Content that is untrue,
defamatory, harmful to any person, or violates HIPAA Privacy Rules, State
or Federal laws on patient privacy, and All patient testimonials submitted
by Customer are accurate and are submitted with the patient's consent, (iv)
that is harmful to minors in any way; or (v) that is in violation of any
law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or
through the Site any computer viruses, worms, or any software intended to
damage or alter a computer system or data; (ii) send through the Site
unsolicited or unauthorized advertising, promotional materials, junk mail,
spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages, whether commercial or otherwise; (iii) use the Site
to harvest, collect, gather or assemble information or data regarding other
users, including e-mail addresses, without their consent; (iv) interfere
with, disrupt, or create an undue burden on servers or networks connected
to the Site, or violate the regulations, policies or procedures of such
networks; (v) attempt to gain unauthorized access to the Site (or to other
computer systems or networks connected to or used together with the Site),
whether through password mining or any other means; (vi) harass or
interfere with any other user’s use and enjoyment of the Site; or (vi) use
software or automated agents or scripts to produce multiple accounts on the
Site, or to generate automated searches, requests, or queries to (or to
strip, scrape, or mine data from) the Site (provided, however, that we
conditionally grant to the operators of public search engines revocable
permission to use spiders to copy materials from the Site for the sole
purpose of and solely to the extent necessary for creating publicly
available searchable indices of the materials, but not caches or archives
of such materials, subject to the parameters set forth in our robots.txt
We reserve the right (but have no obligation) to review any User
Content, and to investigate and/or take appropriate action against you
in our sole discretion if you violate the Acceptable Use Policy or any
other provision of these Terms or otherwise create liability for us or
any other person
. Such action may include removing or modifying your User Content,
terminating your Account in accordance with
and/or reporting you to law enforcement authorities.
. If you provide Company with any feedback or suggestions regarding the
Site (“Feedback”), you hereby assign to Company all rights in such Feedback
and agree that Company shall have the right to use and fully exploit such
Feedback and related information in any manner it deems appropriate.
Company will treat any Feedback you provide to Company as non-confidential
and non-proprietary. You agree that you will not submit to Company any
information or ideas that you consider to be confidential or proprietary.
Company may use protected health information to provide data aggregation
services relating to the health care operations of the covered entity(as
that term is defined by45 C.F.R. 164.504) and to create de-identified data
in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership
claims related to the de-identified data it creates from protected health
information. Company may use, during and after this agreement, all
aggregate anonymized information and de-identified data for purposes of
enhancing the Services, technical support and other business purposes, all
in compliance with the HIPAA Privacy Standards, including without
limitation the limited data set and de-identification of information
Reminders and SMS Messages.
You agree that by registering for the Service, including any request forms
or use of communications features,
constitutes a request for Company to send email, fax, phone call, or
SMS reminders about upcoming appointments, special offers, and upcoming
Company is not responsible for any text messaging or data transmission
fees. If Customer provides a cellular phone number and agrees to receive
communications from Company, you specifically authorizes Company to send
text messages or calls to such number . Customer represents and warrants it
has the authority to grant such authorization. You are not required to
consent to receive text messages or calls as a condition of using the
Service and may opt out of such messages through the Services.
You agree to indemnify
and hold Company (and its officers, employees, and agents) harmless,
including costs and attorneys’ fees, from any claim or demand made by any
third party due to or arising out of (a) your use of the Site and/or
Services, (b) your violation of any Terms in this agreement, (c) your
violation of applicable laws or regulations,(d) your User Content, (e) any
unauthorized use, access or distribution of the Service by you, or (f) your
violation of any individual's privacy rights related to information
submitted under your account, or fraudulent, invalid, duplicated,
incomplete, unauthorized, or misleading information submitted under your
account or by you. Company reserves the right, at your expense, to assume
the exclusive defense and control of any matter for which you are required
to indemnify us, and you agree to cooperate with our defense of these
claims. You agree not to settle any matter without the prior written
consent of Company. Company will use reasonable efforts to notify you of
any such claim, action or proceeding upon becoming aware of it.
Definition of Confidential Information
means all non-public information disclosed by goLOTUS (“Discloser”) to
Customer or its employees or contractors (“Recipient”), whether orally or
in writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the
circumstances of disclosure (“Confidential Information”). goLOTUS's
Confidential Information includes without limitation the non-public
portions of the Service.
Protection of Confidential Information
The Recipient must
use the same degree of care that it uses to protect the confidentiality of
its own confidential information (but in no event less than reasonable
care) not to disclose or use any Confidential Information of the Discloser
for any purpose outside the scope of this agreement. The Recipient must
make commercially reasonable efforts to limit access to Confidential
Information of Discloser to those of its employees, contractors and clients
(as the case may be) who need such access for purposes consistent with this
agreement and who have signed confidentiality agreements with Recipient no
less restrictive than the confidentiality terms of this Terms Agreement.
The Recipient may disclose Confidential Information (i) to the extent
required by law or legal process; (ii) to its legal or financial advisors,
provided that such advisors are bound by a duty of confidentiality that
includes use and disclosure restrictions; and (iii) as required under
applicable securities regulations. Prior to disclosing any Confidential
Information, Recipient agrees to provide Discloser five (5) days written
notice of its intent to disclose said Confidential Information. In
addition, each Party may disclose the terms and conditions of this
Agreement on a confidential basis to current and prospective investors,
acquirers and lenders and their respective legal and financial advisors in
connection with due diligence activities without providing advanced notice.
Confidential Information excludes
is or becomes generally known to the public without breach of any
obligation owed to Discloser; was known to the Recipient prior to its
disclosure by the Discloser without breach of any obligation owed to the
Discloser; is received from a third party without breach of any obligation
owed to Discloser; or was independently developed by the Recipient without
use or access to the Confidential Information.
Third Party Intellectual Property
Customer agrees that it shall not utilize goLOTUS’s Service or Software to
infringe on any third party’s intellectual property rights.
Customer may not use outside the United States, publish, distribute or
create any derivate work (including without limitation translation),
transfer, sell, lease, license or otherwise make available the AMA Content
or Licensed Documentation, or a portion or copy of such content and
documentation, except as expressly provided in this Terms Agreement. This
sublicense is limited to one (1) user for each active provider associated
with Customer’s account. Customer is responsible for seeking additional
user licenses directly from the American Medical Association if it requires
more than one (1) user license per active provider. CPT is a copyright and
a registered trademark, of the American Medical Association.
. Services are provided on a subscription basis. You agree to pay the
applicable fees for the Services in accordance with the applicable fee
schedules. Unless otherwise stated in writing, fees for the Services are
based on monthly cycles starting at the time you accept the Services. You
are required to pay all fees regardless of whether you use the Services
during the subscription period. goLOTUS may charge additional fees for
setup, special processing, or other add-on features not part of the
standard Services, and these fees will be explicitly communicated during
the registration process.
. IN ORDER TO PROVIDE CONTINUOUS SERVICE, goLOTUS AUTOMATICALLY RENEWS ALL
PAID SUBSCRIPTIONS FOR THE SERVICES ON THE DATE SUCH SUBSCRIPTIONS EXPIRE.
WE ALWAYS COMMUNICATE RENEWAL PERIODS TO YOU IN THE SUBSCRIPTION PLAN PAGE,
BEFORE YOU FINALIZE THE PURCHASE OF YOUR SUBSCRIPTION, AND UPON
CONFIRMATION OF PURCHASE. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE
THAT YOUR ACCOUNT WILL BE SUBJECT TO THE ABOVE-DESCRIBED AUTOMATIC
RENEWALS. IN ALL CASES, IF YOU DO NOT WISH YOUR ACCOUNT TO RENEW
AUTOMATICALLY, PLEASE FOLLOW THE DIRECTIONS SET OUT UNDER "CANCELLATION "
. Except as otherwise stated in this policy, you may cancel your
subscription to any Services at any time during the term of such
subscription or any renewal period by accessing the “Account Settings” page
and clicking on “Cancel My Subscription” and providing the information
requested. In such case, your subscription will terminate at the end of the
subscription term for which you have paid, and you will not receive any
refund for any unused days of the remaining term.
You are responsible for all fees and charges for related services as
outlined in your contract with the Company . You
are responsible for providing complete and accurate billing and contact
information to Company and notify Company of any changes, as well as any
changes to your contract that you have agreed to additional charges or fees
agreed to and payable. All invoiced fees and charges are due upon receipt.
8.5 Credit Card
You must pay all fees in US Dollars (US$) via credit card upon receipt of
any invoice from Company.
If the credit card is not valid or the payment is not otherwise made,
you must pay the amount owed upon receipt of an invoice.
You hereby authorize Company to charge you credit card for all purchased
Services and related services, and any renewals.
Customer shall have thirty (30) days from the date of sign up to cancel
Services. Account terms are for 12 months and auto-renew on the 13th
month. Custmer may cancel auto-renewal at anytime. Services maybe
canceled at anytime, hwoever no refunds will be provided after the
first 30 days.
Suspension of Service for Non Payment.
Company may suspend or terminate the Service or both, if you have not paid
amounts owed to Company when due. In advance of suspension or termination,
Company will make commercially reasonable efforts to send a minimum7-day
notice of payment default to you prior to suspension or termination (You
are responsible for updating your contact information with Company and
notify company of any changes to such information).
Refund of Credits for Cancellation
. goLOTUS will not refund or credit subscriptions for partial monthly use,
employee deactivation or organization account cancellation.
All fees may be changed with 30 days' advance email notice to you. You are
responsible for keeping your updated email address on file with Company.
Third-Party Links & Ads; Other Users
Third-Party Links & Ads.
The Site may contain links to third-party websites and services, and/or
display advertisements for third parties (collectively, “ Third-Party Links & Ads”). Such Third-Party Links
& Ads are not under the control of Company, and Company is not
responsible for any Third-Party Links & Ads. Company provides access to
these Third-Party Links & Ads only as a convenience to you, and does
not review, approve, monitor, endorse, warrant, or make any representations
with respect to Third-Party Links & Ads. You use all Third-Party Links
& Ads at your own risk, and should apply a suitable level of caution
and discretion in doing so. When you click on any of the Third-Party Links
& Ads, the applicable third party’s terms and policies apply, including
the third party’s privacy and data gathering practices. You should make
whatever investigation you feel necessary or appropriate before proceeding
with any transaction in connection with such Third-Party Links & Ads.
Each Site user is solely responsible for any and all of its own User
Content. Because we do not control User Content, you acknowledge and agree
that we are not responsible for any User Content, whether provided by you
or by others. We make no guarantees regarding the accuracy, currency,
suitability, or quality of any User Content. Your interactions with other
Site users are solely between you and such users. You agree that Company
will not be responsible for any loss or damage incurred as the result of
any such interactions. If there is a dispute between you and any Site user,
we are under no obligation to become involved.
You hereby release and forever discharge the Company (and our officers,
employees, agents, successors, and assigns) from, and hereby waive and
relinquish, each and every past, present and future dispute, claim,
controversy, demand, right, obligation, liability, action and cause of
action of every kind and nature (including personal injuries, death, and
property damage), that has arisen or arises directly or indirectly out of,
or that relates directly or indirectly to, the Site (including any
interactions with, or act or omission of, other Site users or any
Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY
WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING,
WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Service Level Agreement/Warranty/Disclaimers
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY
(AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR
SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL
BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR
WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE,
COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH
RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY
(90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
No Medical Advice Provided by goLOTUS
Company does not provide medical advice, provide medical or diagnostic
services, or prescribe medication. Use of the Service is not a substitute
for the professional judgment of health care providers in diagnosing and
treating patients. You agrees that it is solely responsible for verifying
the accuracy of patient information, and for all of its decisions or
actions with respect to the medical care, treatment, and well-being of your
patients, including without limitation, all of Customer’s acts or
omissions. Any use or reliance by you upon the Service will not diminish
that responsibility. You assumes all risks associated with your clinical
use of the Service for the treatment of patients. Neither goLOTUS nor its
licensors assume any liability or responsibility for damage or injury
(including death) to Customer, a patient, other person, or tangible
property arising from any use of the Services.
Compliance with Medical Retention Laws and Patient Records Access
You are responsible for understanding and complying with all state and
federal laws related to retention of medical records, patient access to
information and patient authorization to release data. You agree that you
will obtain any necessary patient consent prior to using the service
(including without limitation the Patient Portal part of the Services) and
will apply settings to exclude information from availability in the Patient
Portal as necessary to comply with state or federal law.
Mutual Compliance with Laws
Each party represents and warrants to the other party that it will comply
with all applicable laws regarding its performance under this agreement .
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR
SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST
DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING
FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE
SITE OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND
RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR
COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING
FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS
OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE ACTUAL
AMOUNT PAID BY CUSTOMER WITHIN THE ONE YEAR PERIOD PRECEDING THE
EVENT WHICH GAVE RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM
WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO
LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.
Term, Termination and Return of Data.
Subject to this Section, these Terms will remain in full force and effect
while you use the Site and Services. We may suspend or terminate your
rights to use the Site and Services(including your Account) at any time for
any reason at our sole discretion, including for violation of these Terms.
Upon termination of your rights under these Terms, your Account and right
to access and use the Site and/or Services will terminate immediately. You
understand that any termination of your Account may involve deletion of
your User Content associated with your Account from our databases. Company
will not have any liability whatsoever to you for any termination of your
rights under these Terms, including for termination of your Account or
deletion of your User Content.
Even after your rights under these Terms are terminated, the following
provisions of these Terms will remain in effect: Sections
2.2 through Error! Reference source not found., Section
Error and Sections 4 through10.
Termination for Material Breach
Either party may terminate this agreement and the applicable Contract if
the other party material breaches any term of the agreement..
Return of Data.
goLOTUS will have no obligation to provide Customer Information or USER
Content to Customer upon termination of this Agreement. Notwithstanding the
foregoing, goLOTUS may retain Customer Information and User Content for
sixty (60) days from such termination in accordance with section d. below.
The Customer is solely responsible for exporting all client and employee
data prior to the termination of this Agreement (or last billing cycle).
Exported data is provided to the Customer in an Excel (.XLS), Microsoft
Word (.DOC), or Comma Separated Values File (.CSV) depending on the module.
Customer can seek support for data export prior to termination from Go
Lotus support staff, subject to any assessable support costs.
Data Retention Period Post Termination.
goLOTUS will retain all data for a minimum of sixty (60) days after the
termination of this Agreement as a safeguard in case the Customer requires
more information, including those accounts terminated due to non-payment or
inactivity. This sixty (60) days is known as the Data Retention Period.
Customers will be responsible during this post termination period to make
all requests for additional data exports in writing to goLOTUS as account
access may be restricted. After the sixty (60) day post termination period
expires, goLOTUS may appropriately remove or delete any Customer data that
contains Protected Health Information (PHI) and shall not be responsible
any damage caused by said removal. It is the Customer’s responsibility to
comply with all state and HIPAA regulatory medical records requirements,
which may be up to ten (10) years depending on the state.
Customer Actions upon Termination.
Upon termination, Customer must pay any unpaid fees and destroy all Go
Lotus property in Customer’s possession. Customer, upon goLOTUS’s request,
will confirm in writing within ten (10) days of said request that it has
complied with this requirement.
These Terms are subject to occasional revision, and if we make any
substantial changes, we may notify you by sending you an e-mail to the
last e-mail address you provided to us (if any), and/or by prominently
posting notice of the changes on our Site. You are responsible for
providing us with your most current e-mail address. In the event that
the last e-mail address that you have provided us is not valid, or for
any reason is not capable of delivering to you the notice described
above, our dispatch of the e-mail containing such notice will
nonetheless constitute effective notice of the changes described in the
notice. Any changes to these Terms will be effective upon the earlier
of thirty (30) calendar days following our dispatch of an e-mail notice
to you (if applicable) or thirty (30) calendar days following our
posting of notice of the changes on our Site. These changes will be
effective immediately for new users of our Site. Continued use of our
Site following notice of such changes shall indicate your
acknowledgement of such changes and agreement to be bound by the terms
and conditions of such changes.
Please read this Arbitration Agreement carefully.
It is part of your contract with Company and affects your rights. It
contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS
Applicability of Arbitration Agreement.
All claims and disputes (excluding claims for injunctive or other equitable
relief as set forth below) in connection with the Terms or the use of any
product or service provided by the Company that cannot be resolved
informally or in small claims court shall be resolved by binding
arbitration on an individual basis under the terms of this Arbitration
Agreement. Unless otherwise agreed to, all arbitration proceedings shall be
held in English. This Arbitration Agreement applies to you and the Company,
and to any subsidiaries, affiliates, agents, employees, predecessors in
interest, successors, and assigns, as well as all authorized or
unauthorized users or beneficiaries of services or goods provided under the
Notice Requirement and Informal Dispute Resolution.
Before either party may seek arbitration, the party must first send to the
other party a written Notice of Dispute (“Notice”)
describing the nature and basis of the claim or dispute, and the requested
relief. A Notice to the Company should be sent to:PO Box 642745, Los
Angeles, CA 90064 After the Notice is received, you and the Company may
attempt to resolve the claim or dispute informally. If you and the Company
do not resolve the claim or dispute within thirty (30) days after the
Notice is received, either party may begin an arbitration proceeding. The
amount of any settlement offer made by any party may not be disclosed to
the arbitrator until after the arbitrator has determined the amount of the
award, if any, to which either party is entitled.
Arbitration shall be initiated through the American Arbitration Association
(“AAA”), an established alternative dispute resolution
provider (“ADR Provider”) that offers arbitration as set
forth in this section. If AAA is not available to arbitrate, the parties
shall agree to select an alternative ADR Provider. The rules of the ADR
Provider shall govern all aspects of the arbitration, including but not
limited to the method of initiating and/or demanding arbitration, except to
the extent such rules are in conflict with the Terms. The AAA Consumer
Arbitration Rules (“Arbitration Rules”) governing the
arbitration are available online at www.adr.org or by calling the AAA at
1-800-778-7879. The arbitration shall be conducted by a single, neutral
arbitrator. Any claims or disputes where the total amount of the award
sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be
resolved through binding non-appearance-based arbitration, at the option of
the party seeking relief. For claims or disputes where the total amount of
the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the
right to a hearing will be determined by the Arbitration Rules. Any hearing
will be held in a location within 100 miles of your residence, unless you
reside outside of the United States, and unless the parties agree
otherwise. If you reside outside of the U.S., the arbitrator shall give the
parties reasonable notice of the date, time and place of any oral hearings.
Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction. If the arbitrator grants you an award that
is greater than the last settlement offer that the Company made to you
prior to the initiation of arbitration, the Company will pay you the
greater of the award or $2,500.00. Each party shall bear its own costs
(including attorney’s fees) and disbursements arising out of the
arbitration and shall pay an equal share of the fees and costs of the ADR
Additional Rules for Non-Appearance Based Arbitration.
If non-appearance based arbitration is elected, the arbitration shall be
conducted by telephone, online and/or based solely on written submissions;
the specific manner shall be chosen by the party initiating the
arbitration. The arbitration shall not involve any personal appearance by
the parties or witnesses unless otherwise agreed by the parties.
If you or the Company pursue arbitration, the arbitration action must be
initiated and/or demanded within the statute of limitations (i.e., the
legal deadline for filing a claim) and within any deadline imposed under
the AAA Rules for the pertinent claim.
Authority of Arbitrator.
If arbitration is initiated, the arbitrator will decide the rights and
liabilities, if any, of you and the Company, and the dispute will not be
consolidated with any other matters or joined with any other cases or
parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the
authority to award monetary damages, and to grant any non-monetary remedy
or relief available to an individual under applicable law, the AAA Rules,
and the Terms. The arbitrator shall issue a written award and statement of
decision describing the essential findings and conclusions on which the
award is based, including the calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual basis
that a judge in a court of law would have. The award of the arbitrator is
final and binding upon you and the Company.
Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO
COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that
all claims and disputes shall be resolved by arbitration under this
Arbitration Agreement. Arbitration procedures are typically more limited,
more efficient and less costly than rules applicable in a court and are
subject to very limited review by a court. In the event any litigation
should arise between you and the Company in any state or federal court in a
suit to vacate or enforce an arbitration award or otherwise, YOU AND THE
COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute
be resolved by a judge.
Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST
BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS,
AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR
LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
All aspects of the arbitration proceeding, including but not limited to the
award of the arbitrator and compliance therewith, shall be strictly
confidential. The parties agree to maintain confidentiality unless
otherwise required by law. This paragraph shall not prevent a party from
submitting to a court of law any information necessary to enforce this
Agreement, to enforce an arbitration award, or to seek injunctive or
If any part or parts of this Arbitration Agreement are found under the law
to be invalid or unenforceable by a court of competent jurisdiction, then
such specific part or parts shall be of no force and effect and shall be
severed and the remainder of the Agreement shall continue in full force and
Right to Waive.
Any or all of the rights and limitations set forth in this Arbitration
Agreement may be waived by the party against whom the claim is asserted.
Such waiver shall not waive or affect any other portion of this Arbitration
Survival of Agreement.
This Arbitration Agreement will survive the termination of your
relationship with Company.
Small Claims Court.
Notwithstanding the foregoing, either you or the Company may bring an
individual action in small claims court.
Emergency Equitable Relief.
Notwithstanding the foregoing, either party may seek emergency equitable
relief before a state or federal court in order to maintain the status quo
pending arbitration. A request for interim measures shall not be deemed a
waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration.
Notwithstanding the foregoing, claims of defamation, violation of the
Computer Fraud and Abuse Act, and infringement or misappropriation of the
other party’s patent, copyright, trademark or trade secrets shall not be
subject to this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the
parties to litigate in court, the parties hereby agree to submit to the
personal jurisdiction of the courts located within Los Angeles County,
California, for such purpose.
The site may be subject to U.S. export control laws and may be subject to
export or import regulations in other countries. You agree not to export,
re-export, or transfer, directly or indirectly, any U.S. technical data
acquired from Company, or any products utilizing such data, in violation of
the United States export laws or regulations.
If you have concerns related to HIPAA compliance you can contract the US
Department of Health & Human services at www.hhs.gov/hipaa or call the
Office for Civil Rights Headquarters 800-368-1019.
. Copyright © 2018goLOTUS, Inc.. All rights reserved. All trademarks,
logos and service marks (“Marks”) displayed on the Site
are our property or the property of other third parties. You are not
permitted to use these Marks without our prior written consent or the
consent of such third party which may own the Marks.
PO Box 642745
Los Angeles, CA 90064
17. Other Terms
17.1 Consent to
Communications and Transactions
The communications between you and Company use electronic means, whether
you use the Site or send us emails, or whether Company posts notices on the
Site or communicates with you via email. For contractual purposes, you (a)
consent to receive communications from Company in an electronic form; and
(b) agree that all terms and conditions, agreements, notices, disclosures,
and other communications that Company provides to you electronically
satisfy any legal requirement that such communications would satisfy if it
were be in a hardcopy writing. The foregoing does not affect your
non-waivable rights. For purposes of messages and notices about the Service
(including without limitation, collections and payments issues), goLOTUS
may send email notices to the email address associated with your account or
provide in service notifications. For certain notices (e.g., notices
regarding termination or material breaches), goLOTUS may send notices to
the postal address provided by you. You express agrees that notice via
email or postal service to the contact information provided by you in the
Order shall be sufficient to satisfy any notice requirements found in the
Service Agreement. goLOTUS has no liability associated with your failure
to maintain accurate contact information within the Service or its failure
to review any emails or in Service notices. You will have the ability to
enter into agreements, authorizations, consents and applications; make
referrals; order lab tests; prescribe medications; or engage in others
transactions electronically. YOU AGREE THAT ITS ELECTRONIC SUBMISSIONS VIA
THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO
BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS
RELATING TO SUCH TRANSACTIONS. You represent and warrants that you have the
authority to take such actions.
For purposes of messages and notices about the Service (including without
limitation, collections and payments issues), goLOTUS may send email
notices to the email address associated with your account or provide in
service notifications. For certain notices (e.g., notices regarding
termination or material breaches), goLOTUS may send notices to the postal
address provided by you. You express agrees that notice via email or postal
service to the contact information provided by you in the Order shall be
sufficient to satisfy any notice requirements found in the Service
Agreement. goLOTUS has no liability associated with your failure to
maintain accurate contact information within the Service or its failure to
review any emails or in Service notices. You will have the ability to enter
into agreements, authorizations, consents and applications; make referrals;
order lab tests; prescribe medications; or engage in others transactions
electronically. YOU AGREE THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES
IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY
SUCH AGREEMENTS AND TRANSACTIONS, AND APPLIES TO ALL RECORDS RELATING TO
SUCH TRANSACTIONS. You represent and warrants that you have the authority
to take such actions.
17.2 Miscellaneous Terms.
between you and us regarding the use of the Site and supersedes all prior
or contemporaneous negotiations or agreements, whether oral or written,
related to this subject matter. Customer is not relying on any
representation concerning this subject matter, oral or written, not
included in this Agreement. No representation, promise or inducement not
included in this Agreement is binding. No modification or waiver of any
term of this Agreement is effective unless in writing and signed by both
Parties. Notwithstanding the foregoing, goLOTUS may modify any part of
the effective date of such changes. The
section titles in these Terms are for convenience only and have no legal or
contractual effect. The word “including” means “including without
limitation "Your relationship to Company is that of an independent user,
and neither party is an agent or partner of the other. These Terms, and
your rights and obligations herein, may not be assigned, subcontracted,
delegated, or otherwise transferred by you without Company’s prior written
consent, and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void. Company may freely
assign these Terms. The terms and conditions set forth in these Terms shall
be binding upon assignees.
17.3 Beta Features
. If you are invited to access any beta features of the Service or you
accesses any beta features of the Service, You acknowledges that:
such features have not been made commercially available by goLOTUS;
such features may not operate properly, be in final form or fully
such features may contain errors, design flaws or other problems;
it may not be possible to make such features fully functional;
use of such features may result in unexpected results, corruption or loss
of data, or other unpredictable damage or loss;
such features may change and may not become generally available; and
goLOTUS 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.
Customer assumes all risk arising from use of such features, including,
without limitation, the risk of damage to Customer’s computer system or the
corruption or loss of data.
In the event that any one (1) or more provisions of the Service Agreement
is held invalid, illegal or unenforceable in any respect, the validity,
legality or enforceability of the remaining provisions contained in this
Agreement shall not in any way be affected or impaired thereof.
17.5 Survival of Terms.
All terms survive termination of the Service Agreement that by their nature
survive for a Party to assert its rights and receive the protections of
this Terms Agreement. The Convention on Contracts for the International
Sale of Goods does not apply.
goLOTUS’s failure or delay in exercising any power or right under the
Service Agreement shall not operate as a waiver thereof, nor will any
single or partial exercise of any such power or right preclude any other
exercise of a right or power. No waiver will be effective against goLOTUS
unless in writing and signed by goLOTUS.
17.7 Force Majeure.
If goLOTUS is prevented or delayed from timely completing its obligations
under this Terms Agreement due to accidents, riots, strikes, epidemics,
Acts of God, acts of war or terrorism, or any other condition beyond Go
Lotus’s control (each a “Force Majeure Event”), goLOTUS will notify the
Customer in writing as soon as practicable following the commencement of
such Force Majeure Event and shall be alleviated of its obligations to
perform until the Force Majeure Event is alleviated and shall not be breach
of the Service Agreement.
19. Copyright Complaints.
goLOTUS respects the intellectual property of others, and we ask our
Customers to do the same. goLOTUS may, in appropriate circumstances and at
its discretion, disable and/or terminate the accounts of Customers who may
be repeat infringers. If you believe that your work has been copied in a
way that constitutes copyright infringement, or your intellectual property
rights have been otherwise violated, please provide goLOTUS’s Copyright
Agent the following information:
1. an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright or other intellectual property
2. a description of the copyrighted work or other intellectual property
that you claim has been infringed;
3. a description of where the material that you claim is infringing is
located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf.
goLOTUS’s Agent for Notice of claims of copyright or other intellectual
property infringement can be reached as follows:
PO Box 642745
Los Angeles, CA 90064
20. Effect of Headings.
The paragraph and section headings of this Terms Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any paragraph or section of this Terms
Agreement and in no way affect this Terms Agreement.