Test Environment Terms

Terms of Use

Last Revised: November 5, 2024

These Test Environment Terms (the “Terms”) govern your (“You”, “Your”, or “Company”) use of any services (collectively, the “Services”) provided by CE Broker, Inc., d/b/a Propelus and its Affiliates (collectively, “CE Broker”) accessible via this website (CE Broker and You shall be referred to herein individually, where appropriate, as a “Party,” or collectively, where appropriate, as the “Parties”). By continuing to access and use the Services, You hereby agree to be bound by the terms and conditions set forth herein. These Terms constitute the entire agreement between the Parties regarding the Services and supersede all prior understandings, arrangements and Terms between the Parties, whether written, oral, electronic, express or implied. CE Broker reserves the right to amend these Terms from time to time without notice.

Representation of Authority & Purpose. Each Party represents and warrants that it is authorized to enter into and bind itself, individually and on behalf or any entity for, under, or by which it is accessing and using the Services hereunder whether as employee, agent, contractor or otherwise, to these Terms. The Parties are entering into these Terms for purposes of evaluating prospective business arrangements only and for no other purpose.
The following terms, when used in the Terms, shall have the following meanings:
- “Affiliate” means any other entity that directly or indirectly controls a Party, is controlled by a Party or an entity which is under common control with a Party. As used herein, the term “control” means: (i) the power to vote at least ten percent (10%) of the voting power of an entity, or (ii) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.
- “Company Data” means all data, content, material, and other information provided by or through Company to Propelus for use in connection with the Services.
- “Deliverables” mean all electronic reports, data, and notifications generated by Propelus through the Services.
- “Professional” means any individual or entity whose name or identifying information is provided by Company to Propelus for the use of the Services. The Services are performed based upon the most recent information provided by, and requests from, Company.
- “Proprietary or Confidential Information” means, with respect to a Party hereto, all information or material which (i) is not publicly available; and either (ii) gives that Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of that Party; or (iii) which is (A) marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) known by the Parties to be considered confidential and proprietary or (C) of such a type, nature or character that a reasonable person under like circumstances would treat such information as confidential, including but not limited to Professional and medical staff information; business, technical, marketing, financial, customer, or vendor information; or intellectual property. Neither Party shall have any confidentiality obligation with respect to information which: (i) is known or used by the receiving Party prior to disclosure by the disclosing Party; (ii) either before or after the date of the disclosure by the disclosing Party is disclosed to the receiving Party by a third party under no obligation of confidentiality to the disclosing Party as to such information; (iii) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault of the receiving Party; (iv) is independently developed by the receiving Party; (v) is required to be disclosed by a final order of a court of competent jurisdiction; or (vi) is otherwise required to be disclosed by applicable law following reasonable notice, if permitted by law, to the disclosing Party.
- “Services” means those certain services performed by the Software under these Terms.
- “Test Environment” means the online environment provided by Company where an Authorized User (defined below) may access, test and evaluate the Services in a demonstration or non- production
Term & Termination.
- The term of these Terms commences on date You access the Services and continue for soo long as You continue accessing and using the Services (the “Initial Term”), unless terminated earlier as expressly provided for herein. Propelus may terminate your access to the Services and these Terms in its sole discretion for any reason and at any time with no notice.
- Return of Proprietary or Confidential Information. Within thirty (30) days of the date of termination or expiration of these Terms: (i) Company will return all Proprietary or Confidential Information of Propelus in its possession, custody, or control; (ii) Propelus will destroy all Proprietary or Confidential Information of Company in Propelus’s possession, custody, or control. Each Party shall retain sole and exclusive right, title and interest in and to its Proprietary or Confidential Information.
Use of Service.
- Company Obligations.
  - Company is solely responsible for its access to the Test Environment and use of the Service, including any users accessing the Services under the direction or authorization of Company (each, an “Authorized User”).
  - Company may use or disclose the Test Environment, Services and Deliverables only for its own internal business purposes, which for purposes of these Terms shall be expressly limited to:
    - Company’s internal testing, evaluation and feedback purposes only, solely for Company’s internal business use, without any further right to access, use distribute or disclose the Test Environment, Services and Deliverables in any manner, to any third-party or for any purpose.
  - Company may not sell, license, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer, use or disclose the Test Environment, Services or Deliverables, or otherwise distribute access to, or use of, the Test Environment, Services or Deliverables as a stand-alone product, service, electronic application, solution, or otherwise.
  - The foregoing restrictions expressly include any Deliverables (excluding Company Data), which, together with the Services, are expressly agreed to be subject to the provisions of this section and expressly prohibited from assignment, sale, distribution, licensing, or otherwise use by or for third parties beyond the provisions of this section. This restriction shall expressly include, without limitation, the creation, augmentation, merging, updating, integration, or otherwise maintaining of any data output by the Services separate or apart from the Services, including, by way of example and not limitation, for purposes of using, merging or maintaining data output by the Services into or with a larger, different or new data set for any reason in any way beyond the limited scope of this section.
  - Propelus will grant Company access to the Test Environment and Services by establishing one or more unique logon identifiers and passwords (the “Service Credentials”). Company will take all reasonable precautions to protect the Service Credentials from theft, loss, or fraudulent use and is solely responsible for any losses arising from any third party’s use of the Service Credentials, either with or without Company’s knowledge or authorization. Company agrees it will use the Services only for lawful purposes and in accordance with these
  - Company will not attempt to reverse engineer, disassemble or decompile the Software (defined herein), Test Environment, Services or Deliverables. Company shall not: (i) violate or attempt to violate the security of Propelus’ networks or servers, including defeating, disabling or circumventing any protection mechanism related to the Test Environment, Services or Deliverables; (ii) accessing any data not intended for Company or logging into a server or account which Company is not authorized to access; (iii) attempting to probe the Test Environment, Services or Deliverables or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; (iv) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, load testing, flooding, spamming, mail bombing or crashing, or (v) using or accessing the Services, Deliverables or Test Environment in any automated fashion or which exceeds the reasonable use limitations established by Propelus from time to time.
  - Company is solely responsible and liable for compliance with the restrictions of this paragraph by any recipient of the Services or Deliverables and anyone claiming or accessing the Test Environment, Services or Deliverables by or through Company, including, without limitation, any Authorized User.
  - Company will not transfer to Propelus or otherwise use the Services to process or store any Protected Health Information (“PHI”), as defined under 45 CFR § 160.103, or use the Services to manage or store so-called electronic medical records (“EMR”) or electronic health records (“EHR”) governed under the Health Information Portability and Accountability Act of 1996 (“HIPAA”). Company acknowledges and agrees it will not use the Services to track, monitor, or otherwise process any personal data of any person who is subject to the provisions of the General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”), (ii) the UK Data Protection Act 2018, the UK General Data Protection Regulation as amended by the Data Protection, Privacy, and Electronic Communications Regulations 2019, and the Privacy and Electronic Communications Regulations 2003 (“UK GDPR”), or (iii) the Federal Act on Data Protection (“FADP”) (by way of example and not limitation, any resident or citizen of the European Economic Area, the United Kingdom, or Switzerland).
- Usage Data. Company acknowledges and agrees that Propelus may use data transferred to it or collected by it pertaining to the Test Environment and Services including, but not limited to, data related to Service utilization and performance.
Proprietary Rights.
- Propelus is and shall be the sole and exclusive owner of all software, including without limitation all code, source code, object code, algorithms, models, files and file structures comprising the computer programming (collectively, the “Software”) used to perform the Services or to provide the Deliverables or Test Environment, and nothing in these Terms shall transfer any right, title, claim or interest in or to the Software to Company. Each Party is the sole and exclusive owner of its Proprietary and Confidential Information and nothing herein shall transfer any right, title, or interest in or to such Proprietary or Confidential Information to the other Party.
- The Software, Services, Deliverables, and Test Environment, including any copy, translation, modification, adaptation or derivative work thereof, and including any improvement or development thereof, are owned exclusively by Propelus. Company hereby assigns to Propelus all right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, or recommendations provided by or on behalf of Company in connection with Company’s evaluation of the Services and Deliverables hereunder (collectively “Feedback”). Propelus is under no obligation to incorporate any Feedback into any service or tool.
- Company represents and warrants that it has all necessary right, title, and interest in and to any and all Company Data provided to Propelus under these Terms. Company represents and warrants it has full authority and Professional or other third-party consent, as applicable, to transmit the Company Data to Propelus and for Propelus to access, process, and use the Company Data under these Terms. Company represents and warrants the Company Data does not infringe or violate any patent, copyright, trade secret, trademark, or other third-party intellectual property right. Company represents and warrants that in providing and accessing the Company Data, it has and will comply with all applicable state, federal, and international laws. Company acknowledges and agrees it is solely responsible for any inaccuracies in the Company Data, and Company represents and warrants the Company Data is true, accurate, correct, and free from all material defaults or errors. Company warrants and represents that it has taken and will take in the future all reasonable precautions to avoid creating, delivering or transmitting a virus or worm to Propelus in connection with the Company Data and the Services and Deliverables. Company represents and warrants it will comply with the Service usage restrictions set forth in these Terms. Company warrants, covenants, and agrees it will not provide Propelus any Company Proprietary or Confidential Information under these Terms or otherwise use the Test Environment, Services or Deliverables to submit, process, use, house or store any Company Proprietary or Confidential Information.
- Except as provided in this section, the Test Environment, Services and Deliverables are provided “as is” with all faults and without warranty of any kind. Propelus disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Propelus does not warrant that the Services or Deliverables will meet Company’s requirements. Company expressly agrees and acknowledges that use of the Services and Deliverables is at Company’s sole risk and that Propelus shall not be responsible for errors in, outages or reduced performance of, or interruptions to, the Services or Deliverables for any reason. No oral or written information or advice given by Propelus or Propelus’ representatives shall create a warranty or in any way increase the scope of the limited Warranties provided in these Terms. COMPANY ACKNOWLEDGES AND AGREES THAT PROPELUS HAS NOT IMPLEMENTED AND HAS NO RESPONSIBILITY TO IMPLEMENT OR TO MAINTAIN AN INFORMATION SECURITY, DATA RETENTION OR DATA PRIVACY PROGRAM IN CONNECTION WITH THE TEST ENVIRONMENT, SERVICES OR DELIVERABLES OR ANY ADMINISTRATIVE, OPERATIONAL, TECHNICAL, PHYSICAL OR ORGANIZATIONAL MEASURES IN CONNECTION WITH SUCH TO PRESERVE AND PROTECT THE SECURITY, INTEGRITY AND CONFIDENTIALITY OF COMPANY DATA AGAINST ACCIDENTAL, INTENTIONAL OR UNLAWFUL DESTRUCTION, LOSS, ALTERATION OR UNAUTHORIZED DISCLOSURE OR ACCESS. IT IS COMPANY’S SOLE RESPONSIBILITY TO BACKUP ON
  COMPANY’S OWN SYSTEM ALL COMPANY DATA.
Company shall indemnify, hold harmless and defend Propelus from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys’ fees) which Propelus may suffer or incur to the extent caused by or arising from Company’s performance under these Terms; provided, however, in no event will Company indemnify Propelus for claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys’ fees) which arise from or are connected with Propelus’ own negligence or intentional acts or omissions.
Limitation of Liability. EXCEPT FOR CLAIMS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROPELUS BE LIABLE TO COMPANY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THESE TERMS OR PROPELUS’ PERFORMANCE HEREUNDER. EXCEPT FOR CLAIMS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROPELUS OR ITS EMPLOYEES OR AGENTS, PROPELUS’ TOTAL LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED FIFTY DOLLARS
($50.00).
- In General. The Parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The Parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in these Terms. Each Party agrees to take all reasonable steps to ensure that Proprietary or Confidential Information of the other Party is not disclosed or distributed by its employees, agents or contractors in violation of the provisions of these Terms. Each Party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that Party. Each Party acknowledges that any use or disclosure of the other Party’s Proprietary or Confidential Information other than as specifically provided for in these Terms may result in irreparable injury and damage to the non-using or non-disclosing Party. Accordingly, each Party hereby agrees that, in the event of use or disclosure by the other Party other than as specifically provided for in these Terms, the non-using or non-disclosing Party may be entitled to equitable relief as granted by any appropriate judicial body. The obligations under this section shall survive the expiration or termination of these Terms and continue in perpetuity, including with regard to trade secrets, which shall remain confidential for so long as the information remains protected as a trade secret. Notwithstanding the foregoing, Company expressly acknowledges and agrees it will not provide any Company Proprietary or Confidential Information to Propelus under these Terms (including any Company Data).
- Confidentiality of Terms. Company and any of Company’s Affiliates, shareholders, members, officers, employees, agents, or assigns shall not disclose the terms of these Terms, the existence of these Terms, or any matters relating to this matter except:
  - As is required to comply with any applicable rules, statutes, or regulations of any governmental agency;
  - As is necessary to obtain legal, tax, or accounting advice (provided that any legal, tax or accounting professional to whom the Terms is disclosed must first agree to be bound by the terms of these Terms concerning confidentiality, and Company shall be responsible for their respective professionals’ compliance with the terms of these Terms);
  - In order to enforce the terms of these Terms;
  - As required by court order or other rule of law;
  - To comply with applicable Rules of Civil Procedure relating to discovery in any litigation; or
  - With Propelus’ express, written consent.

Regulatory Requirements.
- Compliance With Laws. The Parties intend that these Terms will comply with all existing and future applicable laws. Without limiting the generality of the foregoing, the Parties agree to comply with all applicable data security and privacy laws, statutes and regulations (collectively, the “Laws”). If, as the result of the enactment of a new statute, regulations, or otherwise, either Party receives a bona fide written legal opinion concluding there is a substantial risk that, as a result of these Terms, either Party does not comply with applicable law, then the Parties will use good faith efforts to reform these Terms in such a manner so that it complies with applicable law.
- Modification & Waiver. The terms of any purchase order or other acknowledgment shall not amend or modify these Terms, even though Propelus may have accepted or signed such documents. No failure or delay by either Party in exercising any right, power, or remedy with respect to any of its rights hereunder shall operate as a waiver thereof, except as specifically provided herein.
- Notice. All notices, demands or consents given under these Terms will be in writing and sent to Propelus at the address set forth below and to Company at the address set forth in the applicable Order Form or at such other address as may be given from time to time by either Party to the other in writing, via: (i) first class, certified, or registered mail through the United States Postal Service; (ii) Federal Express/UPS; (iii) overnight courier; or (iv) electronic transmission by e-mail. All notices, demands or consents given under these Terms will be deemed given when delivered personally, three (3) days after deposit in the mail (certified or registered mail), one (1) day after being sent (overnight courier), or the same day as sent (electronic transmission and facsimile) to the receiving Party at the address set forth in these Terms or at such other address given by either Party to the other in writing from time to time.

If to Propelus: CE Broker, Inc.

Attn: General Counsel

525 3rd Street North, Suite 105

Jacksonville Beach, Florida 32250

legal@cebroker.com

Entire Terms. These Terms constitutes the entire Terms between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous Terms, understandings, negotiations, and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or Terms between the Parties in connection with the subject matter hereof, except as specifically set forth or referred to herein. The Parties each represent that it has not relied on any promises, statements, or representations by any other Party in agreeing to the terms of these Terms other than those which may be set forth expressly herein and hereby waives any claim or cause on account thereof.
Assignment. Neither Party shall assign these Terms without the written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign these Terms, without the other Party’s consent, to any Affiliate or subsidiary, or in the event of a merger, acquisition, or sale of all or substantially all of its assets.
Governing Law. The validity, construction, and performance of the Terms and the legal relations among the Parties to the Terms shall be governed by, and construed in accordance with, the laws of the State of Florida, excluding that body of law applicable to choice of law.
Venue and Waiver of Jury Trial. Any claim, cause, or action brought to enforce the Terms shall be brought exclusively in Duval County, Florida, and not in any other venue. Company hereby consents to personal jurisdiction and venue therein and hereby waives any right to object to personal jurisdiction or venue. The Parties also waive any right to trial by jury of any claims between them and/or arising from or related to these Terms.
Attorneys’ Fees and Costs. If any legal action or arbitration is necessary to enforce the terms of these Terms, Propelus shall be entitled to reasonable attorneys’ fees and costs incurred in any such legal action or arbitration, in addition to any other relief to which it is otherwise entitled.
Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Terms. Such provision shall be deemed amended or reformed to the minimum extent necessary to conform to the requirements of the law so as to be valid and enforceable in light of the Parties’ intent as evidenced by the Terms. If such provision cannot be amended without materially altering the intent of the Parties, the tribunal having jurisdiction shall revise the provision in a reasonable manner to the minimum extent necessary to make it binding and enforceable. If no such revision is possible, the Terms shall be construed as if such provision had never been contained herein; provided that such provision shall be curtailed, limited, or eliminated only to the minimum extent necessary to remove the invalidity, illegality, or unenforceability, and the rest of the Terms shall remain in full force and effect.
Relationship of the Parties. Propelus is an independent contractor under the Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties hereto. Neither Party shall have any authority to enter into Terms of any kind on behalf of the other Party, and neither Party shall have any power or authority to bind or obligate the other Party in any manner to any other third party. The Terms is not intended to, and shall not be construed to give any third party (by way of example and not limitation, any Professional, End User or User) any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with any Terms or provision contained herein or contemplated hereby.
Publicity. Company may not use Propelus’ name or other service marks or trademarks in any publicly disseminated informational, marketing, advertising, promotional or other materials.
Survival. The following provisions shall survive termination or expiration of the Terms: Proprietary Rights, Warranties, Limitation of Liability, Indemnification, Confidentiality, Miscellaneous, and any other provision which, by its nature, is intended to survive the termination or expiration of the Terms.

QUESTIONS

If you have any questions or comments about these Terms or this Site, please contact us by email at support@propelus.com. You also may write to us at:

CE Broker, Inc., d/b/a Propelus

Attn: Client Success Supervisor
525 3rd Street North, Suite 105

Jacksonville Beach, Florida 32250