TMC eManual Services Terms of Use

Last Modified: November 30, 2021

Acceptance of the Terms of Use

These eManual Services Terms of Use are entered into by and between You and TMCC, Inc., a North Carolina corporation (“TMC“). The following terms and conditions (“Terms of Use“) govern your access to and use of the electronic compliance manuals, including any and all content, functionality, and services offered on or through the electronic compliance manuals or client portal maintained by TMC (the “eManual Services).

Please read these Terms of Use carefully before you start to use the eManuals. By using the eManual Services, you accept and agree to be bound and abide by these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the eManual Service.

The eManual Services are offered and available only to users who are authorized by TMC to use and access the eManual Services and who have been issued login credentials by TMC. By using the eManual Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of the requirements, you must not access or use the eManual Services.

Changes to the Terms of Use

TMC may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when TMC posts them at www.totalmedicalcompliance.com/.  

Your continued use of the eManual Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Accessing the Manuals and Account Security

TMC reserves the right to withdraw or amend the eManual Services, and any service or material provided as a part of the eManual Services, in TMC’s sole discretion and without notice. TMC will not be liable if, for any reason, all or any part of the eManual Services is unavailable at any time or for any period. From time to time, TMC may restrict access to some or all of the eManual Services.

You are responsible for all of the following:

·         Making all arrangements necessary for you to have access to the eManual Services.

·         Ensuring that all persons who access the eManual Services on your internet connection are aware of these Terms of Use and comply with them.

·      Ensuring that information protected by The Health Insurance Portability and Accountability Act  of 1996 (HIPAA), or similar state laws, is not posted, stored, or transmitted by your use of the eManual Services. TMC is not a Business Associate and is not obligated to protect any protected health or other patient information posted by you or users of the eManual Services as required by HIPAA.

If you are provided with a practice/location administrator username, password, or any other piece of information as part of TMC’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. Usernames and passwords for staff accounts that have read-only access may be shared by current staff members only. You acknowledge that your account is personal to you and your organization and agree not to provide any other person or entity access to the eManual Services or portions of them using your username, password, or other security information. You agree to notify TMC immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you log-out of 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. You agree not to use the eManual Services for locations or businesses not explicitly authorized by TMC in writing.

TMC reserves the right to deny access to any user at any time for any reason. TMC may limit, modify, suspend, or terminate your use of the eManual Services at any time without liability or prior notice, and may suspend or terminate your use of the eManual Services if, in TMC’s opinion, you have failed to comply with these Terms of Use.

Intellectual Property Rights

The eManual Services and all contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by TMC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Manuals for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material included in the eManual Services, except as follows:

·         Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

·         You may store files that are automatically cached by your Web browser for display enhancement purposes.

·         Content made available for download and customization (e.g., fillable PDF forms) may be printed or downloaded as needed for your own personal, commercial use (or the use of another authorized user) during the term of your subscription and is not to be used for further reproduction, publication, or distribution.

·         If TMC provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, commercial use, provided you agree to be bound by the end user license agreement for such applications.

You must not:

·         Modify copies of any materials from the eManuals or this site except in accordance with TMC’s current policies and only for your internal, commercial purposes. Notwithstanding the foregoing or anything in these Terms of Use to the contrary, you may modify the eManuals for purposes of complying with any law or regulation, including, but not limited to, HIPAA or OSHA. 

·         Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials obtained as a part of the eManual Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the eManual Services in breach of the Terms of Use, your right to use the eManual Services will stop immediately and you must, at TMC’s option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any portion of the eManual Services is transferred to you, and all rights not expressly granted are reserved by the TMC. Any use of the eManual Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The TMC name, the TMC logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TMC or its affiliates or licensors. You must not use such marks without TMC’s prior written permission. All other names, logos, product and service names, designs, and slogans in the eManual Services are the trademarks of their respective owners.

Prohibited Uses

The eManual Services may only be used for lawful purposes and in accordance with these Terms of Use. You agree not to use the eManual Services:

·         In any way that violates any applicable federal, state, local, or international law or regulation.

·         To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the eManual Services, or which, as determined by TMC, may harm TMC, its affiliates, or other users of the eManual Services, or expose them to liability.  Additionally, you agree not to:

·         Use the eManual Services in any manner that could disable, overburden, damage, or impair the site or eManual Services, interfere with any other party’s use of the eManual Services, including their ability to engage in real time activities through the eManual site.

·         Use any device, software, or routine that interferes with the proper working of the eManual Services.

·         Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

·         Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the eManual Services, the server on which the eManuals and eManual Services are stored, or any server, computer, or database connected to the eManuals and eManual Services.

·         Attack any portion of the sites connected to the eManual Services via a denial-of-service attack or a distributed denial-of-service attack.

·         Otherwise attempt to interfere with the proper working of the eManual Services.

Reliance on Content of eManual Services

The content presented on or through the eManual Services is made available solely for general information purposes. Solely for the eManual Services content TMC creates that you are authorized by TMC to access and use (“Authorized TMC Content”), for the duration of the period during which you have authorization to use the eManuals Services, TMC warrants that the Authorized TMC Content will be free of material inaccuracies and defects.  TMC represents and warrants the accuracy and usefulness of the Authorized TMC Content in the eManuals only for (i) the purposes for which TMC authorizes it to be used, (ii) in the form originally presented by TMC, and not as altered by you or another non-TMC party, and (iii) only as the Authorized TMC Content relates to the specific practice group location authorized to use and access such Authorized TMC Content.   TMC disclaims all liability for any additions or alterations you or any other party other than TMC may make to the Authorized TMC Content or to any other information provided in the eManual Services, including, but not limited to, alterations made by you or your company to meet regulatory requirements.  TMC is not responsible, or liable to you or any third party, for the misuse of the eManual Services or the Authorized TMC Content by individuals, businesses, or practice groups that are not authorized to use the specific eManual Services or Authorized TMC Content.

The eManual Services may include content provided by third parties, including materials provided by other users, governmental authorities, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by TMC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of TMC. TMC is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 

Links from the Manuals

Links to third-party sites and resources are provided as a part of the eManual Services and are provided for your convenience only. TMC has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of these third-party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the eManuals and eManual Services is based in the State of North Carolina in the United States. TMC provides the eManual Services for use only by persons located in the United States. TMC makes no claims that the content provided as part of the eManual Services, or the eManuals themselves is accessible or appropriate outside of the United States. Access to the eManual Services may not be legal by certain persons or in certain countries. If you access any of the eManual Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that TMC cannot and does not guarantee or warrant that files available for downloading from the internet or via the eManual Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the eManual Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, TMC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE eMANUAL SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE eMANUAL SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITES OR CONTENT LINKED TO IT.

TO THE FULLEST EXTENT PROVIDED BY LAW, AND UNLESS OTHERWISE PROVIDED HEREIN, TMC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR THAT ARE EXPLICITLY STATED IN THESE TERMS OF USE.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TMC, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE eMANUAL SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT PROVIDED AS PART OF THE eMANUAL SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from TMC’s gross negligence or willful misconduct.

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

Indemnification

You agree to defend, indemnify, and hold harmless TMC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your modification of the eManual Services. 

Governing Law and Jurisdiction

All matters relating to the eManual Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the eManual Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina, in each case located in the City of Raleigh and County of Wake.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At TMC’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the eManual Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying North Carolina law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE eMANUAL SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by TMC of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TMC to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use constitute the sole and entire agreement between you and TMC regarding the eManual Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the eManual Services.