Purchase iDocuMint™

Revolutionize Your Workflow

$250/year*

per license

iDocuMintguides physicians to complete and accurate documentation in just a few clicks; eliminating the need to scroll through dozens (or even hundreds) of codes to find the correct one. 

Delivered as a SaaS (Software-as-a-Service), iDocumint conveniently operates on a PC or mobile device. The web-based application bridges the gaps frequently found in clinical documentation today.

* For more information about our subscription offerings to iDocuMint, or to purchase more than 20 licenses, please call (855) 464-2310, email marketing@vitalware.com or visit our Contact Page.

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  • TERMS OF USE AGREEMENT

    THIS TERMS OF USE AGREEMENT (“TOUA”) is a legal agreement between You (either an individual or a single entity) and the vendor as of the first use (the “Effective Date”) by and between VITALWARE, LLC (“Vendor”) and You (hereinafter the “Client”).

    WHEREAS, Client desires to engage Vendor to provide, and Vendor desires to provide to Client, certain services or products as described in and pursuant to the terms and conditions of this TOUA (such services or products referred to herein as the “Deliverables”); By installing, copying, or otherwise using the Deliverables, you agree to be bound by the terms of this TOUA. If you do not agree to the terms of this TOUA, do not install or use the Deliverables.

    PLEASE READ THIS TOUA CAREFULLY. BY USING, COPYING, INSTALLING ALL OR ANY PORTION OF THE DELIVERABLES, CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS TOUA, INCLUDING WITHOUT LIMITATION, THE PROVISIONS ON LICENSE AND USAGE IN SECTION 5, LIMITED WARRANTY IN SECTION 6, LIMITATION OF LIABILITY IN SECTION 6, AND GENERAL PROVISIONS IN SECTION 7. CLIENT AGREES THAT THIS TOUA IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CLIENT. THIS TOUA IS ENFORCEABLE AGAINST CLIENT. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS TOUA, CLIENT MAY NOT USE THE DELIVERABLES. Client may have another written agreement directly with Vendor (e.g., a Master Services Agreement, “MSA”) that supplements or supersedes all or portions of this TOUA. The Deliverables are LICENSED, NOT SOLD, only in accordance with the terms of such agreement(s).

    NOW, THEREFORE, in consideration of the mutual promises and the covenants set forth below, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Vendor and Client hereby agree as follows:

    1. ENGAGEMENT.

    1.1 Vendor Deliverables. Vendor shall provide Client the Deliverables as applicable. Client shall be responsible for the compliance by each of its subsidiaries and affiliates with the terms of this TOUA.

    1.2 Client Responsibilities. Client agrees to keep its assigned login information strictly confidential. Client shall conform to such standards as may be required to access the Deliverables or follow other Vendor documentation provided to Client.

    2. RIGHTS AND EXPORT RULES.

    2.1 Rights to Use. All rights to use the Deliverables are granted on condition that such rights are forfeited if Client fails to comply with the terms and conditions of this TOUA. If Vendor has reasonable knowledge that a violation has occurred, Vendor may be prohibited from providing updates, maintenance and support of such Deliverables. Client shall be responsible for any sales or use taxes associated with the products and/or services provided as applicable.

    2.2 Export Rules. Client acknowledges that the Deliverables may be subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that Client will comply with the Export Laws. Client is responsible for complying with any local laws in Client’s jurisdiction which may impact Client’s right to import, export or use the Deliverables. Client represents and warrants that (i) Client is not a citizen of or located within an Embargoed Country, (ii) Client will not use the Deliverables for unlawful purposes and (iii) Client is not a Sanctioned Party.

    3. TERM AND TERMINATION.

    3.1 Term. This TOUA shall become effective on the Effective Date and shall remain in effect for an initial term as specified in a MSA or otherwise (such period of time, the “Initial Term”) unless terminated earlier pursuant to the provisions of this Section. Thereafter, this TOUA shall automatically renew for successive periods (each a “Renewal Term”, and together with the Initial Term and any prior Renewal Terms, the “Term”).

    3.2 Termination. Either party may terminate this TOUA prior to the expiration of the Initial Term or any Renewal Term thereof as follows: (i) if either party fails to perform any of its material obligations under this TOUA and such failure remains uncured for sixty (60) days after receipt of written notice of default from the other party specifying the default in reasonable detail; or (ii) immediately if either party ceases to conduct all business, becomes or is declared insolvent or bankrupt, files a petition in bankruptcy, is the subject of any proceeding relating to its bankruptcy, liquidation or insolvency which is not dismissed within thirty (30) days. In addition, Vendor may terminate this TOUA immediately upon a breach of any of the obligations set forth in Sections 4.1, 5.2 or 5.3.

    3.3 Rights Upon Termination. Immediately upon termination of this TOUA, Client will cease any and all use of the Deliverables, which may include without limitation the database(s), if any, referenced in a MSA or otherwise (the “Database Products”) and software, including software belonging to or provided by third parties (“Third Party Licensors”), and all associated documentation and any enhancements and updates to such software, provided by Vendor or any other Vendor Company under this TOUA (collectively, the “Vendor Software”). Within thirty (30) days after termination, Client will pay all fees and other charges due to Vendor under this TOUA through the date of termination and will destroy or return to Vendor all full or partial copies of Vendor’s software products, hardware products and associated documentation and Vendor Intellectual Property and Vendor Software in its possession or control.

    4. Ownership of Intellectual Property and EQUIPMENT.

    4.1 Ownership. Nothing contained herein shall be construed to transfer right, title or interest in the data provided in original form by Client to Vendor pursuant to this TOUA to Vendor. Otherwise, Vendor or the applicable Vendor Company shall own all right, title and interest in and to any and all tangible or intangible works and materials provided or developed by Vendor or the applicable Vendor Company in connection with the Deliverables, including but not limited to Vendor Software, systems, solutions, processes, formulae, designs, inventions, algorithms, computer source and/or object code (collectively, the “Vendor Intellectual Property”). This TOUA does not transfer or convey to Client or any third party any right, title or interest in or to the Vendor Intellectual Property or any associated intellectual property rights, but only a limited license and right to use revocable in accordance with this TOUA. The Deliverables and any authorized copies that Client makes are the intellectual property of and are owned by Vendor and its suppliers.

    4.2 Confidential and Proprietary Information. Each party acknowledges that certain information it will acquire from the other party is of a special and unique character and constitutes Confidential Information. For purposes of this TOUA, “Confidential Information” means any information, not generally known about the business or not readily ascertainable by proper means by others, including competitors or the general public, and includes trade secrets. Having acknowledged the foregoing, each party agrees: (i) to exercise the same degree of care and protection (but no less than a reasonable degree of care and protection) with respect to the other party’s Confidential Information as each party exercises with respect to its own Confidential Information; and (ii) not to, directly or indirectly, disclose, copy, transfer or allow access to any Confidential Information of the other party without the other party’s prior written consent. Notwithstanding anything to the contrary herein, each party may disclose Confidential Information to its employees and to third parties performing services for such party related to the purposes of this TOUA who have need to know and who have a legal duty to protect such Confidential Information.

    5. Licenses AND USAGE.

    5.1 License to End Users. The users authorized by Client, all of whom shall be employees of Client or as otherwise set forth in a MSA or otherwise (“Authorized Users”) are hereby granted a limited, revocable, nonexclusive and nontransferable license, without right to sublicense, to use, subject to any volume restrictions as set forth in a MSA or otherwise, the Deliverables solely in connection with Client’s own internal business purposes and not for the direct or indirect benefit of any third party. This License is only granted for Authorized Users within the United States or its Territories.

    5.2 Client’s Obligations. Neither Client nor its Authorized Users shall (i) sell, rent, lease, act as a service bureau, permit timesharing, grant access to, assign, transfer, or sublicense the Deliverables or any portion thereof, or make the functionality of the Deliverables or any portion thereof available directly or indirectly to any third party for any purpose; (ii) copy the Deliverables or the Vendor Software; or (iii) cause or permit translation, modification, disassembly, decompilation, or reverse engineering (except and only to the extent that such activity is required to be permitted by applicable law notwithstanding this limitation) of the Deliverables, Database Products or the Vendor Software. These restrictions apply to partial or complete copies of the Deliverables and the Vendor Software as well as the originals. Client agrees not to develop or promote the development of a product similar in purpose or functionality to the Deliverables, Database Products or the Vendor Software during the Term of this TOUA and for a period of twenty-four (24) months thereafter.

    5.3 Usage. Client agrees and shall assure that all the Authorized Users shall not utilize the Deliverables or any portion thereof for any unlawful purpose which violates any U.S. or state law or regulation.

    6. WARRANTIES, INDEMNIFICATION, LIMITATION OF LIABILITY.

    6.1 Warranties and Disclaimers. The Deliverables will comply in all material respects with the specifications, if any, provided to Client as set forth on the MSA or otherwise. EXCEPT FOR THESE LIMITED WARRANTIES, NEITHER VENDOR NOR ANY OTHER VENDOR COMPANY MAKES ANY FURTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DELIVERABLES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY CLIENT. WHILE VENDOR AND THE OTHER VENDOR COMPANIES ATTEMPT TO INCLUDE ACCURATE, COMPLETE AND ERROR-FREE CONTENT IN THE DELIVERABLES, OCCASIONAL ERRORS OR OMISSIONS MAY OCCUR. VENDOR IS NOT THE CREATOR OF THIRD PARTY SOFTWARE AND/OR THIRD PARTY DATABASES AND DOES NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED. CLIENT ASSUMES THE SOLE RESPONSIBILITY FOR ALL USES OF THE DELIVERABLES. NONE OF VENDOR, THE OTHER VENDOR COMPANIES OR THE THIRD PARTY LICENSORS SHALL BE LIABLE FOR ANY DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF SERVICES RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL.

    6.2 Indemnification by Vendor. Subject in all respects to the limitations set forth in this Section 6, Vendor agrees, at its own expense, to defend or at its option to settle, or in the case of judgment, indemnify Client for (i) any third party claim or action brought against Client arising from or relating to any infringement or alleged infringement of any U.S. patent or copyright by the Database Products or the Vendor Software as used within the scope of the license granted in this TOUA. The obligations of Vendor as stated in this Section apply only if (A) Client promptly informs Vendor in writing of any such damages, claim or cause of action within the scope of this paragraph; (B) Vendor has sole control over any such action or settlement negotiations relating to claims by third parties; Vendor shall not be liable for any costs or expenses incurred without its prior written authorization. If the Deliverables or any aspect thereof become, or in the opinion of Vendor may become, the subject of a claim of infringement of any U.S. patent or copyright, Vendor may, at its option: (i) procure for Client the right to use the Deliverables free of any liability; or (ii) replace or modify the Deliverables to make them non-infringing; or (iii) terminate Client’s use of the Deliverables, or any part thereof. THE FOREGOING STATES THE ENTIRE LIABILITY OF VENDOR AND THE EXCLUSIVE REMEDY OF CLIENT IN CONNECTION WITH THIS TOUA , INCLUDING WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE DATABASE PRODUCTS, VENDOR SOFTWARE OR DELIVERABLES.

    6.3 LIMITATION ON TYPES OF LIABILITY. IN NO EVENT SHALL VENDOR, ANY OTHER VENDOR COMPANY, THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, RESELLERS, THIRD PARTY LICENSORS AND/OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF USE, DATA, OR PROFITS.

    6.4 LIMITATION ON AMOUNT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS TOUA , IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF VENDOR, THE OTHER VENDOR COMPANIES, THEIR RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, THIRD PARTY LICENSORS AND/OR SUPPLIERS WITH RESPECT TO THIS TOUA (INCLUDING WITHOUT LIMITATION ANY AND ALL EXHIBITS ATTACHED HERETO) OR THE DELIVERABLES TO BE PROVIDED IN CONNECTION HEREWITH, WHETHER UNDER CONTRACT LAW, TORT LAW OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY RECEIVED BY VENDOR IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION (OR MOST RECENT CAUSE OF ACTION, IF MORE THAN ONE) AROSE PURSUANT TO THIS TOUA .

    7. GENERAL PROVISIONS.

    7.1 Survival. All provisions of this TOUA relating to ownership, confidentiality, non-compete, limitation of liability, warranty disclaimer, indemnification and governing law, will survive the termination of this Agreement.

    7.2 Assignment. Client agrees that Client will not assign, sublease or transfer this Agreement, nor any rights under it (including without limitation access to the Deliverables), in whole or in part, without Vendor’s prior written consent. Vendor may assign this TOUA and any obligations under this TOUA. Without limiting the foregoing, Vendor may subcontract the provision of certain Deliverables to be provided by Vendor pursuant to this TOUA to one or more other Vendor Companies; provided that any subcontracting will be made only to those Vendor Companies who have been identified to Client and that Vendor shall remain responsible for the performance of the subcontracting Vendor Companies.

    7.3 Governing Law. This TOUA, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in Agreement, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

    7.4 Force Majeure. Neither party shall be responsible for any delay or failure in performance of any part of this TOUA to the extent that such delay or failure is caused by fire, flood, explosion, war, terrorism, embargo, government requirement, civil or military authority, act of God, failure by Client to furnish necessary information, or other similar causes beyond its control.

    7.5 Severability. If any portion of this TOUA is held to be invalid or unenforceable, whether by judicial decision, regulations promulgated by a regulatory agency, or as a result of advice of legal counsel for Vendor, such invalidity or unenforceability shall not affect or impair the validity and enforceability of the remainder of this TOUA. The parties shall, in good faith, seek to renegotiate valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this TOUA.

    7.6 No Circumvention. Client may not (a) use any element of the Deliverables to circumvent technological measures intended to control access to the Deliverables or (b) develop or distribute products that are designed to circumvent such technological measures.