1.1. Health360 software application(s) and associated documentation (whether in print or electronic form), including any improvements, modifications, enhancements, fixes, updates, upgrades and future versions thereto (“Updates”), and whether made available for free or for a fee (collectively the “Software”), are licensed (not sold) to you by Health360, Inc. (“Health360”).
2.1 In order to access and/or use the Software and/or the Health360 website [Insert] (the “Website”) you must first accept these Terms. These Terms are accepted by you (a) when you click to accept or agree to the Terms; or (b) when you access and/or use the Software and/or the Website. We advise you to print a copy of these Terms for your records. You can also download a copy of the Terms applicable to your purchases from your account page on the Website. These Terms remain effective from the date of acceptance until terminated in accordance with these Terms.
2.2 You cannot accept these Terms if you are not of legal age to form a binding agreement with Health360. By clicking “accept,” you represent that are at least 18 years of age.
Health360 may make changes to these Terms from time to time. Health360 will publish the changes at [Insert]. The changes will be effective when published. Please review the Terms on a regular basis. You understand and agree that your express acceptance of the Terms or your continued use of the Software and/or the Websites after the date of publication shall constitute your agreement to the updated Terms. If you do not agree with the amended Terms, you may terminate your relationship with Health360 in accordance with Section 8 below.
4.1 License. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-sublicensable, non-assignable, free of charge license to access the Software on a personal computer, mobile phone tablet or other device; and personally use the Software through your individual Health360 user account (“User Account”).
4.2 Restrictions. You agree that you will not:
(a) undertake, cause, permit or authorize the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Software or any part or features thereof (except to the extent permitted by law);
(b) alter or remove any copyright or other similar proprietary notice included or made a part of the Software;
(c) remove, obscure or alter any copyright notices or other proprietary notices included in the Software.
5.1 Equipment. In order to use the Software you will need an Internet connection. You are responsible for providing all equipment required to access the Internet or enable communications such as headsets, microphones and webcams.
5.2 Use of Equipment. The Software may use the processing capabilities, memory and bandwidth of the applicable device you are using, for the limited purpose of facilitating the communication and establishing the connection between the Software users. If your use of the Software is dependent upon the use of a processor and/or bandwidth owned or controlled by a third party, you acknowledge and agree that your license to use the Software is subject to you obtaining consent from the relevant third party for such use. You represent and warrant that by accepting these Terms, you have obtained such consent.
5.3 Maintenance. From time to time, Health360 may need to perform maintenance on or upgrade the Software or the Website or the underlying infrastructure that enables you to use the Software and the Website. This may require Health360 to temporarily suspend or limit your use of some or all of the Software or the Website until such time as this maintenance and/or upgrade can be completed. To the extent possible, and unless an intervention is urgently required, Health360 will publish the time and date of such suspension or limitation on the Website in advance. You will not be entitled to claim damages or any loss for such suspension or limitation of the use of the Software and/or the Website.
5.4 Quality of Service. Health360 cannot guarantee that the Software and the Website will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the Software and/or the Website, and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, and your power supply. Health360 takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.
5.6 Content of the Services and Website. The Software is intended to facilitate the coordination of patients’ care by aggregating health information in one application. All content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity who originated such content. We may not monitor or control the content posted or transmitted via the Software and we cannot take responsibility for such content. Any use or reliance on any content or materials posted or transmitted via the Software or obtained by you through the Software or the Website is at your own risk.
Health360 does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted or transmitted via the Software. You understand that by using the Software, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise misleading. Under no circumstances will Health360 be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or
damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available via the Software.
You understand that your content posted or transmitted via the Software and the Website is subject to risk of being intercepted, hacked, stolen, or otherwise misused, and that the content may be disclosed, posted, or divulged to the public by parties other than Health360. While Health360 will use all reasonable efforts to protect your content and to prevent any of the foregoing events, you agree that you shall not hold Health360 or the medical provider that informed you of the Software or made it available to you liable or responsible in any way if content communicated over the Software is made public.
5.7 Rules of Conduct. You understand that Health360 reserves the right to review content submitted on or through the Software and Website for the purpose of enforcing these Terms. Health360 may, in its sole discretion, block or otherwise prevent delivery of any instant message, SMS, video, media, or other communication to or from the Software and Website as part of our efforts to protect the Software and the Website or our customers, or to otherwise enforce these Terms. The following rules apply to your conduct and content when using the Software and the Website:
(a) Do not use the Software and the Website to do anything illegal. You are responsible for your actions and the consequences of your actions.
(b) Do not send spam or use your account to help others send spam. Spam is unsolicited bulk email, calls, instant messages, other communications and bulk contact requests.
(c) Do not upload, download or share inappropriate images (e.g. nudity, bestiality, pornography).
(d) Do not upload or share images or engage in any activity that exploits or harms children.
(e) Do not engage in activity that is false or misleading (e.g. impersonating someone else, soliciting personal sensitive information).
(f) Do not engage in activity that is harmful to our Software or the Website or their users (e.g. viruses, stalking, engaging in hate speech, and advocating violence against others).
(g) Do not infringe upon the legal rights of others (e.g. unauthorized sharing of copyrighted content).
(h) Do not engage in activity that violates the privacy of others.
(i) Do not circumvent, disable or otherwise interfere with the security related features of the Software and/or the Website or features that prevent or restrict the use of any content.
We may ask you to remove your content if it violates these Terms or the law. Failure to comply may result in loss of access to, or cancellation of, your User Account. Additionally, Health360 may remove your content at its sole discretion if we determine it is in violation these Terms or the law or if we receive a notice of intellectual property infringement from a third party.
6.1 User Account. Prior to your first use of Health360 Software, you will be asked to register with the Software through our secure system. You may only use the Software through your registered User Account. You are solely responsible and liable for all activities conducted through your User Account. If you suspect that an unauthorized person has access to your User Account, you must notify Health360 promptly.. It is your responsibility to ensure that you do not respond to any unsolicited requests for information concerning your User Account. Health360 takes no responsibility for your failure to comply with the obligations in this paragraph 6.1.
6.2 Lawful Use. You must use the Software and the Website in accordance with the laws of the United States of America and other locations where you are using the Software and the Website. It is your responsibility to ensure that you are legally allowed to use the Software and/or the Websites where you are located.
6.3 Prohibited Use. You may not:
(a) intercept or monitor, damage, share, or modify any communication which is not intended for you;
(b) use or upload any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Software, the Website, communication or protocols;
(c) send unsolicited communications or any communication not permitted by applicable law or use the Software or the Website for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity;
(d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
(e) use the Software or the Website to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party;
(f) use (including as part of your User ID and/or profile information) any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights;
(g) collect or harvest any personally identifiable information, including account names, from the Software or the Website, without such person’s authorization;
(h) impact or attempt to impact the availability of the Software or the Website to other users.
6.4 User Information. Health360 may, from time to time, request information from you for the purpose of supplying access to the Software to you. You must provide accurate, complete, and up-to-date information.
6.5 No Reselling. The Software is for your individual use only. You shall not resell or otherwise commercialize the Software in any way to any third party unless expressly permitted by Health360 in writing.
6.6 Export Restrictions. The Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by national governments or similar bodies, and restrictions on embargoed nations.
The Software and the Website are protected to the maximum extent permitted by copyright laws and international treaties. Content displayed as a part of the Software and the Website is protected by copyright as a collective work and/or compilation, pursuant to copyright laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Software or the Website or the collective work, and/or copying or reproducing the Software or the Website or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Health360.
8.1 Termination by You. You may terminate your relationship with Health360 at any time by ceasing to use the Software and/or the Website.
For the purpose of this paragraph 9, “Health360” includes its subsidiary companies and affiliated legal entities, if any, all their directors, officers, stockholders, agents, licensors, and employees.
9.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE SOFTWARE AND THE WEBSITE ARE PROVIDED “AS IS” AND — USED AT YOUR SOLE RISK WITH NO WARRANTIES WHATSOEVER; HEALTH360 DOES NOT MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND/OR WEBSITES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR — USE FOR A PARTICULAR PURPOSE. HEALTH360 FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE AND/OR THE WEBSITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES HEALTH360 WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
9.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL HEALTH360 BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF HEALTH360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR — USE OF THE SOFTWARE OR THE WEBSITE OR THE SERVICES, WHETHER THE DAMAGES ARISE FROM — USE OR MIS– USE OF THE SOFTWARE OR THE WEBSITE, FROM INABILITY TO — USE THE SOFTWARE AND THE WEBSITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE SOFTWARE AND THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
10.2 Entire Agreement. You agree that these Terms constitutes the entire, complete and exclusive agreement between you and us regarding the Software and the Website and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
10.3 No informal waivers, agreements or representations. Our failure to act with respect to a breach of these Terms by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by Health360 shall be deemed legally binding on Health360 unless documented in a physical writing hand signed by a duly appointed officer of Health360.
10.4 No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Software or the Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Software or the Website or any content or other material used or displayed through the Software or the Website.
10.5 Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Health360 for any third party that assumes our rights and obligations under these Terms.