TERMS AND CONDITIONS
1. Acceptance of Terms and Conditions. These Terms and Conditions apply to the services provided by SUDx, including diagnostic laboratory services requested by you, as well as any services or functionality accessible using any SUDx website, including the website through which you are reviewing these Terms and Conditions (collectively the “Site”). Through the Site, SUDx may provide an online diagnostic test ordering portal (the "Portal") and a proprietary dashboard (the “Dashboard”). SUDx reserves the right to offer other services through the Site and/or to make changes to the Portal, Dashboard, and such other services. By requesting any services from SUDx, receiving results, or using any functionality of the Site, you agree to be bound by these Terms and Conditions. If you do not agree with all of these terms, do not use SUDx’s services or the Site.
2. Definitions.
a. "SUDx" refers to Albemarle Laboratories, LLC, its affiliates and successors and assigns, collectively the provider of the Site and related offerings. SUDx may also be referred to in these Terms and Conditions as “we”, “our”, or “us”.
b. "User" refers to any individual or entity ordering and/or receiving diagnostic test results, accessing, and using the Site, and accessing any related offerings. User may also be referred to in these Terms and Conditions as “you” or “your”.
c. “Administrator” refers to any individual that you authorize to make changes to your access to our offerings, including adding/removing Users who can access information that we make available to you (including test results and patient/test subject data).
3. License Grant; Usage Restrictions.
a. Subject to compliance with these Terms and Conditions, SUDx grants User a non-exclusive, non-transferable, revocable license to use the Portal, Dashboard, and other offerings provided through the Site (collectively, the "Software").
b. The license granted is solely for User's internal use and not for resale or distribution.
c. User agrees to use the Software in compliance with all applicable laws, regulations, and industry standards, including but not limited to laws related to data privacy, security, and confidentiality.
d. User shall not:
i. Modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, in whole or in part.
ii. Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
iii. Use the Software in any way that may harm, disrupt, or impair the operation of the Site or its associated systems.
iv. Attempt to gain unauthorized access to any part of the Site, including other User accounts, or to any systems or networks connected to the Site.
v. Use the Software for any illegal, fraudulent, or unauthorized purpose.
vi. Transmit any content through the Site that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
vii. Use the Software to collect or store personal data or sensitive information without proper authorization and compliance with applicable data protection laws.
viii. Share, transfer, or sublicense the Software to any third party without the express written consent of SUDx.
e. User acknowledges that any violation of these usage restrictions may result in the immediate termination of their license to use the Software and may also lead to legal action and remedies as permitted by applicable laws.
4. User Registration.
a. Users may be required to register for an account on the Site. User information must be accurate, current, and complete. SUDx may provide varying levels of administrative access to one or more individuals authorized to act for a User (to facilitate the addition, removal, and management of that particular User’s staff access to SUDx offerings).
b. Users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account, including any actions taken by an individual acting with administrative privileges for any User.
5. Use of the Site; EHR Linkage to the Portal.
a. Users may only use the Site for lawful purposes and in accordance with these Terms and Conditions.
b. Users agree not to engage in any activities that could harm, disrupt, or impair the operation of the Site.
c. With SUDx’s consent, Users may link User’s electronic health record (“EHR”) system to SUDx systems and/or grant access to SUDx to directly access User’s EHR to obtain services from SUDx. Linking User’s EHR can facilitate electronic ordering and resulting of diagnostic tests. If a User’s EHR is linked to SUDx systems, User agrees that:
i. User has obtained all required consents and authorizations for SUDx to receive information from User’s EHR and transmit information to User’s EHR and/or grant access to SUDx to directly access User’s EHR to facilitate the transmission of information to SUDx in connection with services requested by User.
ii. User will make staff and systems available to upload accurate and timely information into the Portal and/or provide appropriate EHR access credentials to enable SUDx to do so.
d. User’s use of the Dashboard is subject to the following:
i. The Dashboard cannot be copied/shared with any third parties.
ii. The Dashboard is only for informational purposes and is not to be used for diagnosis or treatment decisions (without input from properly licensed health care professionals).
6. User Representations and Warranties. By accessing and using the Site, ordering or receiving any services from SUDx, each User represents and warrants that:
a. Legal Capacity; Authority: You have the legal capacity and authority to enter into these Terms and Conditions and to abide by all the terms and obligations herein. If you are using the Site, ordering or receiving services on behalf of an organization, you further represent that you have the authority to bind that organization to these Terms and Conditions and that any tests ordered will be ordered by properly licensed individuals as required by applicable law and with appropriate consent from the subject of such tests.
b. Accurate and Complete Information: All information provided by you during registration or use of the Site or in ordering any services is accurate, current, and complete (including all appropriate patient/test subject demographic details, insurance information, and medical history). You agree to promptly update any information that becomes inaccurate or incomplete.
c. Compliance with Laws: You will use the Site and any related services in compliance with all applicable laws, regulations, and industry standards, including but not limited to laws related to data privacy, security, and confidentiality.
d. No Unauthorized Access; No Harmful Code: You will not attempt to gain unauthorized access to any part of the Site, including other User accounts, or to any systems or networks connected to the Site. You will not introduce any virus, Trojan horse, malware, or other harmful code/features to the Site that could cause the Site, SUDx, or other users of the Site harm or expose any SUDx or patient/test subject data to unauthorized access.
e. No Unauthorized Sharing: You will not share, transfer, sublicense, or otherwise provide access to the Software or your account to any third party without the express written consent of SUDx.
f. Compliance with Usage Restrictions: You will comply with all usage restrictions in these Terms and Conditions, including restrictions related to modifying the Software, removing proprietary notices, and using the Software for lawful purposes.
g. Notification of Violations: You will promptly notify SUDx if you become aware of any unauthorized use of the Software, any breach of these Terms and Conditions, or any other security breaches related to the Site.
h. No Infringement: You represent and warrant that your use of the Software and any content or materials you submit or transmit through the Site do not and will not infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
i. No Unauthorized Access to Patient/Test Subject Data/User’s Notice of Privacy Practices: If the Site allows access to patient/test subject data, you represent and warrant that you have the necessary authorizations and consents to access and use such data and that you will use it only for lawful and authorized purposes. User represents and warrants that User has provided all patients/test subjects with a notice of privacy practices that (a) complies with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) including all pertinent regulations implementing HIPAA; and (b) authorizes User to provide patient/test subject information to SUDx for the purposes described herein. User has the authority to, and authorizes, SUDx to use patient/test subject data that SUDx creates in performing ordered tests in SUDx’s proprietary algorithms and predictive models for research purposes. You also represent and warrant that you have the necessary authorizations and consents to permit us to share test results and test appointment status with you.
j. Medical Necessity: For any diagnostic tests you order, to the extent required by applicable law or third-party payor guidelines/requirements, you represent and warrant that the tests requested are medically necessary. No blanket or standing orders will be accepted. Tests ordered must be consistent with a patient’s/test subject’s condition and treatment, or as otherwise authorized by a patient/test subject. User agrees to cooperate with SUDx’s requests concerning audits of patient/test subject and/or User data, including requests by SUDx to allow SUDx’s auditors/regulators to access such patient/test subject and/or User data.
k. Collection/Ordering/Test Results: You agree to ensure proper specimen collection, labeling, and preservation. You agree to notify SUDx of the availability of samples (for pickup/transport) and you agree to provide adequate access to samples. You agree to clearly specify the tests to be performed and include relevant clinical information that may impact test interpretation (e.g., Dx codes, prescribed medication, etc.). You further agree to use standardized test order forms or electronic systems, if available.
7. Privacy. SUDx’s use of User information is governed by our Privacy Policy, which is incorporated into these Terms and Conditions by reference. Managing your Users will be up to you (and will be controlled by the Administrator you select). Once we set up your Administrator, your Administrator will be able to add and remove Users at the Administrator’s discretion. Please remember that the personal health information for your patients/test subjects will be accessible to the Users your Administrator adds, as well as to the Administrator. As Users leave your practice it will be very important to remember to remove their access from the Dashboard. If the Administrator leaves your practice, please notify us immediately and we will remove their access and replace them with the replacement Administrator you choose.
8. Fees and Payment; Bundled Service Providers. Use of the Portal and Dashboard are currently offered to Users at no charge. SUDx reserves the right to charge fees for use of specific offerings in the future. Accordingly, users may be required to pay fees for the services provided through the Site. Payment terms and pricing details will be provided separately. If you provide services to patients/test subjects for which you receive reimbursement from a third-party payor where the bundled payment covers a number of services, including laboratory/testing services, you agree as follows: (a) you agree not to order any tests from SUDx that is covered in a bundled payment to be received by you from any third-party payor; (b) you agree that SUDx may submit claims for the tests you order to the applicable third-party payor for the respective patient/test subject; and (c) you agree that your indemnification obligations to SUDx will include reimbursing SUDx for any harm suffered by any breach of the above, as provided in Section 11 below.
9. Intellectual Property.
a. The Software, content, materials, and all related intellectual property provided on the Site, including but not limited to text, graphics, logos, images, icons, audio clips, video clips, and software code (collectively, “Intellectual Property”), are the exclusive property of SUDx or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
b. User acknowledges and agrees that they do not acquire any ownership or intellectual property rights in or to the Intellectual Property by using the Site. User’s use of the Site and the Software is subject to the license grant specified in Section 3 of these Terms and Conditions.
c. User shall not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, or otherwise use or exploit the Intellectual Property except as expressly authorized by SUDx in writing.
d. SUDx grants User permission to use the Intellectual Property solely for the purpose of accessing and using the Site in accordance with these Terms and Conditions. Any other use, reproduction, or distribution of the Intellectual Property without the express written consent of SUDx is strictly prohibited.
e. Any trademarks, service marks, trade names, and logos used on the Site are the trademarks or registered trademarks of SUDx or its licensors. User is prohibited from using any of these marks without the prior written consent of the respective owner.
f. If User submits any feedback, suggestions, or ideas regarding the Site or the Software, User agree that such submissions are voluntary, non-confidential, and non-proprietary, and that SUDx is free to use, disclose, reproduce, modify, license, transfer, and otherwise distribute such feedback, suggestions, or ideas without any obligations or restrictions.
10. Disclaimers and Limitations of Liability; Diagnostic Testing Services.
a. The Site is provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied.
b. SUDx is not responsible for any errors, omissions, or inaccuracies in the information provided through the Site.
c. In connection with diagnostic tests ordered through the Portal, SUDx will use commercially reasonable efforts to provide test results within 4 business days of SUDx’s receipt of a proper request and sample from User. Testing will be performed following ordinary course diagnostic laboratory standards in compliance with applicable law.
D. SUDx will bill patient/test subject insurance and patients/test subjects as necessary. User agrees not to bill patient/test subject insurance or patients/test subjects in connection with tests ordered.
e. SUDx will provide commercially reasonable access to explanatory assistance to help User use the Site; provided that SUDx does not provide patient/test subject care, and all questions concerning tests by patients/test subjects should be directed to User.
f. SUDx will provide reasonable retesting of patient/test subject samples, as determined in SUDx’s discretion.
g. SUDx will provide storage of patient/test subject samples for no more than 6 weeks from the date of receipt.
h. In no event shall SUDx be liable for any indirect, incidental, special, consequential, or punitive damages. SUDx’s maximum aggregate liability under any theory of recovery will in no event exceed the specific fees paid by a User for the services associated with a User’s claim.
11. Indemnification. User agrees to indemnify, defend, and hold harmless SUDx, its officers, directors, employees, and affiliates from and against any and all claims, demands, liabilities, costs, fines, penalties, and expenses (including reasonable attorney's fees) arising out of or related to any breach of these Terms and Conditions, violation of applicable laws, or infringement of third-party rights. User agrees and acknowledges that such indemnification includes any claims by third-party payors that diagnostic tests ordered by User were not medically necessary, were not properly authorized by patients/test subjects, were not supported by User’s records, were separately reimbursed to you as part of a bundled payment or otherwise, or are subject to claw-back for any reason by such payor.
10. Termination. SUDx reserves the right to terminate or suspend User access to the Site or any services at any time for any reason, without notice. User may terminate access to the Site or any services by providing notice to SUDx following the “Contact Information; Notices” section below.
11. Governing Law and Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of Maryland, without giving effect to its conflict of laws provisions. Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the state or federal courts in Baltimore City, Maryland.
12. Changes to Terms and Conditions. SUDx reserves the right to modify or update these Terms and Conditions at any time by posting such updates on the Site. Users are responsible for reviewing the Terms and Conditions periodically. By using the Site or any services after the date of any such changes, User agrees to all such changes.
13. Contact Information; Notices. For any questions or concerns regarding these Terms and Conditions, please contact us at info@sudx.com or (410) 844-3259.
By ordering any services, receiving and/or making use of any test results provided by SUDx, and/or accessing and using the Site, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.
Revision Date: April 2024