Last Modified: May 16, 2013 04:13 PM

Terms of Use

Cerner Direct Referrals is offered by Cerner Corporation ("Cerner"). Your use of Cerner Direct Referrals is governed by these terms of use ("Terms"), and by using or accessing Cerner Direct Referrals you agree to be bound by them. If you do not agree to these Terms, you may not use Cerner Direct Referrals. In certain circumstances Cerner may have a separate agreement directly with you or your system administrator governing your use of Cerner Direct Referrals; in the event of any conflict between these Terms and terms of such other agreement, the terms of such other agreement shall prevail.

Creating and Accessing Your Account

Your system administrator, such as your employer or a health information exchange or an accountable care organization, will provide you with access to Cerner Direct Referrals.

You may not permit any other person to access your account using your user name and password. The security of your password and the use of your account is your responsibility. If you learn or suspect that your user name or password has been wrongfully used or disclosed, you should promptly notify Cerner and your system administrator and immediately reset your password. To help ensure the security of your password or account, please sign out of your account at the end of each session. You must be at least 18 years old to establish an account.

You are responsible for ensuring your account information is current, accurate, and complete.

Cerner Direct Referrals Service

  • Information Exchange. Cerner Direct is designed to enable the secure exchange of healthcare-related information between providers and organizations engaged in providing care and consumers receiving care. Cerner is not responsible for the timeliness, deletion, mis-delivery or failure to store any communications or personalization settings within, by or through Cerner Direct Referrals. Cerner Direct Referrals is not a replacement for an electronic medical record and is not for use in emergencies. In the event of a true emergency, you should use another means of communication.
  • Prohibited Activities. You may not use Cerner Direct Referrals for any prohibited activities. By way of example, and not as a limitation, you agree that when using Cerner Direct Referrals, you will not:
    • Defame, abuse, harass, stalk, threaten, damage the reputation of or otherwise infringe or violate the legal rights (such as rights of privacy and publicity) of others; breach any legal duty owed to others nor advocate, promote or incite any third party to commit or assist any unlawful or criminal act.
    • Publish, post, upload, transmit, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, offensive, discriminatory, indecent, illegal or unlawful topic, name, material or information.
    • Intentionally transmit or distribute inaccurate, false or misleading information or information containing your personal opinions not genuinely held by you.
    • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.
    • Publish, post, transmit, upload or distribute another's confidential, proprietary, sensitive or personal information or any information relating (directly or indirectly) to any past or existing commercial arrangements, contracts, engagements or provision of goods and services between any persons or organizations which is in violation of any arrangements, contracts, engagements, professional rules of ethics or any applicable law or regulation.
    • Intentionally upload files that contain viruses, worms, corrupted files, or any other similar software, programs or malicious content that may damage the operation of systems hosting Cerner Direct Referrals or another's computer.
    • Advertise or offer to sell or buy or make available any goods or services for any business purpose, unless Cerner Direct Referrals specifically allows such messages in which case you shall not advertise or offer to sell or buy or make available any unlawful goods or services.
    • Conduct or forward surveys (unrelated to your business), contests, pyramid schemes or chain letters cannot be legally distributed in such manner.
    • Generate or facilitate unsolicited commercial email ("spam").
    • Download any file posted by another user of Cerner Direct Referrals that you know, or reasonably should know, cannot be legally distributed in such manner.
    • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
    • Restrict or inhibit any other user from using and enjoying Cerner Direct Referrals.
    • Violate any applicable laws or regulations.
    • Communication Tool. Cerner Direct Referrals is provided as a communication tool only. It is your responsibility to ensure that you (i) comply with all applicable laws, rules and regulations as you use Cerner Direct Referrals, (ii) comply with any policies and procedures imposed by your system administrator, if applicable, regarding your use of Cerner Direct Referrals and (iii) obtain all appropriate and necessary consents to use or disclose any personally identifiable information in compliance with all federal and state privacy laws, including but not limited to the Health Insurance Portability and Accountability Act ("HIPAA").
    • Viruses. Cerner takes commercially reasonable measures to check that messages sent through Cerner Direct Referrals are free from viruses and other malicious computer instructions, devices or techniques ("Viruses"), however, Cerner does not guarantee the messages have not been infected with a Virus. It is your responsibility to protect your computer systems from Viruses.
    • Record Retention and Classification. Cerner Direct Referrals is not a medical record. It is your responsibility to ensure that messages sent through Cerner Direct Referrals are incorporated into a patient's medical record as necessary. Termination of your account will result in permanent deletion of all messages contained within your account. You are responsible for creating and maintaining your own records retention policy for Cerner Direct Referrals messages.
    • Operation and Termination. Cerner reserves complete and sole discretion with respect to the operation of Cerner Direct Referrals. Cerner may, among other things, delete email if it has not been accessed by a user within the time established by any posted Cerner policies. Cerner will not review the contents of email except as required or allowed by applicable law or legal process.

    Cerner may terminate or suspend your access to Cerner Direct Referrals and may delete your personal account, at any time, without providing notice to you. Any such termination or suspension may be subject to the terms of other applicable agreements (i) directly between you and Cerner, or (ii) between your system administrator and Cerner.

    Disclosure of Information

    You agree to the terms and conditions of the Privacy Policy, which is hereby incorporated into and made part of these Terms.

    No Warranties; Limitation of Liability

    Cerner Direct Referrals is a communication tool only. You are responsible for any acts or omissions relating to your use of Cerner Direct Referrals and for any damages incurred as a result thereof. Cerner Direct Referrals IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. CERNER DOES NOT WARRANT THE RELIABILITY OR AVAILABILITY OF Cerner Direct Referrals, NOR DOES CERNER GUARANTEE THAT Cerner Direct Referrals WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS WILL BE CORRECTED. TO THE EXTENT PERMITTED BY LAW, CERNER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED. TO THE EXTENT PERMITTED BY LAW, NEITHER CERNER NOR ITS SUPPLIERS WILL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUES OR DATA. NEITHER CERNER NOR ITS SUPPLIERS WILL BE LIABLE TO YOU FOR ANY DAMAGES EXCEEDING THE GREATER OF (A) THE FEES YOU PAID FOR USE OF CERNER DIRECT, OR (B) ONE THOUSAND DOLLARS. IF YOU ARE DISSATISFIED WITH Cerner Direct Referrals, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING Cerner Direct Referrals.

    Indemnification

    YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD CERNER AND ITS SUPPLIERS HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, AND EXPENSES ("CLAIMS") ARISING OUT OF OR RELATED TO YOUR USE OF Cerner Direct Referrals, OTHER THAN THOSE CLAIMS ARISING OUT OF OR RELATED TO CERNER'S NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING Cerner Direct Referrals.

    Feedback

    Cerner welcomes your suggestions to improve Cerner Direct Referrals. If you provide feedback to Cerner, you agree that such feedback, including all ideas and concepts within the feedback, shall be the property of Cerner and you assign to Cerner your ownership rights in the feedback.

    Notices

    Cerner may deliver notice to you by means of electronic mail, a general notice on Cerner's website, or by written communication delivered by first class U.S. mail to your address on record within your account in Cerner's account information. You may give notice to Cerner at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

    Cerner Corporation
    2800 Rockcreek Parkway
    Kansas City, Missouri 64117 U.S.A.
    Attention: Chief Legal Officer

    General

    These terms are governed by the laws of the State of Missouri, U.S.A. You consent to the exclusive jurisdiction and venue of courts in Clay County, Missouri, U.S.A. in all disputes arising out of or relating to your use of Cerner Direct Referrals. Any cause of action or claim you may have with respect to Cerner or its suppliers must be commenced within one (1) year after the claim or cause of action arises. Cerner's failure to enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Cerner may assign its rights and duties to any party at any time without notice to you.

    Cerner's performance of these Terms is subject to existing laws and legal process, and nothing contained in these terms is in derogation of Cerner's obligation to comply with governmental, court and law enforcement requests or requirements relating to your use of Cerner Direct Referrals or information provided to or gathered by Cerner with respect to such use. If any part of these Terms is determined to be invalid or unenforceable then the invalid or unenforceable provision shall be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. Unless specified otherwise as you use Cerner Direct Referrals, these Terms constitute the entire agreement between you and Cerner with respect to Cerner Direct Referrals and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Cerner with respect to Cerner Direct Referrals.

    Modification of Terms

    Cerner may change these Terms at any time without advance notice to you. You are responsible for regularly reviewing these Terms. Your continued use of Cerner Direct Referrals constitutes your acceptance of the revised terms.