These terms are effective as of November 4, 2023.
MPN Software Systems, Inc. (“MPN” or “the Company”) is the developer of ECLIPSE EHR Cloud software (“ECLIPSE” or “the Software”) and ECLIPSE EHR Solutions, LLC (“EES”, and together with MPN, “we”, “us”, or “our”) provides sales and support for ECLIPSE users nationwide. The terms of this Software as a Service Agreement (“SaaS Agreement”) govern our relationship with you, the customer or subscription holder, and are the terms under which we provide our service(s) to you.
This website (the “Website”) was created to host the Software. The creation and use of our Website and Software, and any disputes or actions arising from our Website or Software, or any content contained on the Website or Software, shall be governed by the laws of the State of New Jersey and the venue for such disputes shall be state and/or federal courts in the State of New Jersey.
Limitations on Use
You will not reverse engineer, decompile, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from the executable code portions of the Software (collectively, “Reverse Engineering”). If enforcement of the foregoing is prohibited by applicable law, subscription holder may engage in Reverse Engineering solely to obtain information necessary to achieve interoperability with the Software, or as otherwise permitted by applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) subscription holder first requested such information from us, and we failed to make such information available under reasonable terms.
This Website may contains links to other websites. Please be aware that we are not responsible for the content or privacy practices of such other websites. We encourage our users to be aware when they leave our Website and to read the privacy statements of any other website that collects protected health and/or personally identifiable information. We do not guarantees that any hyperlink on the website will be accurate at the time of your access. Moreover, the websites pointed at by a hyperlink are developed and possibly maintained by third parties, over whom we do not have any contact, knowledge, and/or control. Accordingly, we do not warrant that any information, software or other material accessible through another website is free of viruses, worms, Trojan horses, or other harmful components.
EES provides technical assistance and other help desk services during regular business hours (currently Monday through Friday from 9:00 a.m.to 9:00 p.m. EST). Our telephone number is (352) 488-0081. You can also contact us by clicking here for various options.
EES offers various software subscription models for users. EES will provide the Software for access and use over a secure internet connection on a pay-as-you-go basis, depending on your subscription.
Some subscriptions may include email, texting, and other communication options for an additional fee.
When you purchase a subscription, you begin a monthly subscription plan through which you may take advantage of built-in tools such as live and video training. You will be notified through email at least 30 days in advance of any changes to the pay-as-you-go rates. EES reserves the right to modify or discontinue any free services at any time with or without notice.
This subscription will remain active as long as the user continues to pay its monthly subscription fee in a responsible manner. If that subscription fee is not paid, the user will have 14 days to correct the issue before access is automatically restricted by disabling the ability to add new data, including but not limited to: new patients, documents, services, credits, appointments, text messages, and email. Successful payment will immediately restore such access. EES reserves the right to send the user a notice that the subscription will lapse in the absence of payment for 90 days. EES may send out more than one notice to a user who fails to pay its fee until that 90-day period terminates. EES will also ensure that the user has access to its records as defined above during this period. If after 90 days, the user has not remedied this non-payment, any & all data associated with the subscription will be purged, EES will terminate access to the Software completely and the user’s subscription to same, accordingly.
Thus, it is the sole responsibility of the user to ensure that it downloads its records, including the ePHI of patients subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), within that 90-day period if it does not pay its subscription fee. Otherwise, it is the sole responsibility of the user to pay its subscription fee on-time on a monthly basis to avoid termination of access to ECLIPSE.
If users have any issues paying the subscription fee or accessing their records, they should contact Customer Support immediately for assistance.
Each subscription will come with a finite number of users who will have access to the Software. Thus, the subscription model you choose should account for the number of users you anticipate needing access to the Software.
You may cancel the subscription at any time. Payment is required for any outstanding fees incurred. Please note that subscription fees are non-refundable.
To cancel an existing subscription, select Subscriptions from the Settings menu in ECLIPSE EHR Cloud.
We reserve the right to cancel your subscription at any time with 90 days written notice.
Disclaimers of Warranties and Limitations of Liability
We do not own and disclaim any allegations of ownership over the data hosted by the Website or Software, including electronic protected health information (“ePHI”). This Software is offered to medical service providers for their use in storing such information.
The Software, or any other features or functions associated with the Software, is provided “as is” and “as available” with all faults and without warranty of any kind. We do not guarantee, represent, or warrant that your use of the Software will be uninterrupted or error-free. We do not make any representations or guarantees regarding uptime or availability of the Software. We do not make any representations or guarantees that the Software will meet your needs, achieve any intended result, be compatible with any other software or system, or be secure, accurate, complete, and free of harmful code. We disclaim all warranties with respect to any third-party products.
We completely disclaim all liability for the use of information, including ePHI, contained on this Website or the Software by any user, including any losses, damages, lawsuits, claims, or expenses anyone may incur as a result of using this information.
To the extent permissible under applicable laws, in no event shall we or our shareholders, members, directors, officers, employees, or licensors be liable (jointly or severally) to you for personal injury or any special, incidental, indirect, or consequential damages of any kind, or any damages whatsoever. Further, and without limiting the generality of the foregoing, in no event shall we or our shareholders, members, directors, officers, employees, or licensor be liable under any legal or equitable theory, for any: (i) direct, indirect, special, incidental, enhanced, punitive, or consequential damages arising out of the use of the Website or Software; (ii) increased costs, diminution in value or lost business, production, revenues, or profits; (iii) loss of goodwill or reputation; (iv) use, inability to use, loss, interruption, delay, or recovery of any data or breach of data or system security; or (v) cost of replacement goods or services. In no event will our aggregate liability arising out of or related to this SaaS Agreement otherwise exceed the total amount paid to us by you.
From time to time, there may be delays in service due to situations beyond our control, such as:
- Acts by you, your agents, employees, or subcontractors.
- Service disruptions that affect your internet connection.
- Causes beyond the control of us, including but not restricted to, acts of God, acts of the public enemy, acts of the United States, any State Territory of the United States, or any political subdivision of the foregoing or the District of Columbia, fire, floods, epidemics, quarantine restrictions, strikes, civil commotions, freight embargoes, any unusually severe weather conditions, or default of the Company’s subcontractors or suppliers.
In any case, fees will not be pro-rated or otherwise adjusted as a result of delays of any kind, regardless of fault. Your sole remedy for service delays is to cancel the service.