Terms of use
Terms of Use
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON AT THE END OF THESE TERMS, OR ACCESSING OR USING THE SERVICES, SERVICES OR, BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE SERVICES OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES, SERVICES, OR CONTENT.
#PROVIDER TERMS OF USE Healthfully Inc. (“we”) provides services for healthcare professionals (the “Services”) through our website, accessible at app.healthfully.io and through applications called Healthfully that may be downloaded from the apple store or google play (the “Site”), and as other applications.
Please read carefully the following terms and conditions (“Terms”) as these Terms govern your access to and use of the Services and Content (defined below) as well as your patient’s data, and all terms which will constitute a binding legal agreement between you and Healthfully Inc.
Certain areas of the Services (and your access to or use of certain Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Services or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Services or Content.
Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.
1. Key Content-related Terms “Content” means text, graphics, images, software audio, video, information or other materials.
“Healthfully Inc. Content” means Content that Healthfully Inc. makes available through the Services, including any Content licensed from a third party, but excluding Authorized User Content.
“Authorized User” means a person that completes Healthfully Inc. account registration process, as described under the “Account Registration” section below.
“Authorized User Content” means Content that another Authorized User posts, uploads, publishes, submits or transmits to be made available through the Services including but not limited to Patient Data.
“Content” means, collectively, Healthfully Inc. Content and Authorized User Content.
“Patient Data” means data which relates to a single patient, such as his/her diagnosis, name, age, earlier medical history etc. This data is typically based on a single patient-provider interaction.
“Your Content” means Content or Patient Data that you post, upload, publish, submit or transmit to be made available through the Services.
2. Modification.
Healthfully Inc. reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and with reasonable notice. If we modify these Terms we will post the modification via the Site or Apps or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must stop using the Services.
3. Account Registration; Conditions on Access to and Use of the Services.
Upon payment of Fees under Section 4 below, access to and use of the Services is limited to you as a healthcare professional who is in the United States and at least 18 years of age.
You must register to create an account (“Account”) and become a “Authorized User” to use the Services including the Content.
To register, you must provide your full name, the name of the healthcare institution where you work and/or are affiliated (the “Indicated Entity”), your email address, and other information specified in the registration form (“Registration Data”).
By registering, and in consideration of the use of the Services, you represent and warrant: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are a healthcare professional; (iii) you are at least 18 years of age; and (iv) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You authorize Healthfully Inc. to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Healthfully Inc. has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Healthfully Inc. has the right to suspend or terminate your Account and refuse any and all current or future use of the Services without liability to Healthfully Inc.
By using the Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited from using the Services.
You understand that your use of the Services may involve or require the transmission of significant amounts of data.
You understand and agree that the Services may include certain communications from Healthfully Inc., such as service announcements and administrative messages, and that these communications are considered part of Healthfully Inc. Services.
4. Fees and Payment.
As consideration for providing the Services to Provider, Provider hereby agrees to pay all Fees related to the use of the Services under the following conditions.
Fees and Expenses: The compensation for access to the Services will be set forth in a Service Order, included in and made part of these Terms and Conditions (“Fees and Expenses”). Unless otherwise specified Healthfully Inc. will bill such Fees and Expenses once every calendar month, in advance of the provision of Services. Due to inflation and other increased costs, rates are subject to increase for the next year. If any rate change is required, Healthfully Inc. shall provide written notice to You ninety (90) days prior to the start of any rate increase.
Timeliness of Payment: You agree that in order to receive the Services You shall pay all fees and expenses agreed between You and Healthfully Inc., within thirty (30) days after receipt of an invoice, except for Fees and expenses disputed in good faith or unless other terms are agreed to by both parties.
Billing Disputes: If You reasonably dispute, in good faith, any amount on an invoice, You and Healthfully Inc. will use all reasonable efforts to resolve and settle such dispute immediately but in all events within thirty (30) days after You provide written notice of the dispute to us.
Each party will provide full supporting documentation concerning any disputed amount within fifteen (15) days after receipt of written request for such documentation.
You will have no obligation to make any payment of disputed charges on the invoice during the time it is subject to good-faith dispute. Once the invoice dispute is resolved and settled, You will pay any amount due within fifteen (15) days following resolution of the dispute.
If the invoice dispute is not resolved and settled within the 30-day period, either party may submit the matter to mediation or arbitration or resort to all legal and equitable remedies it deems appropriate and in keeping with the terms and conditions under this Agreement.
5. Security The Services require users to provide a valid, working e-mail address and password to access and use the Services and Content.
Upon registering, you will receive a password, which you may be required to change from time to time. Certain other Content, features, or functionalities within the Services may require additional access codes.
Your e-mail address and the password and codes assigned to you are, collectively, your “Credentials.” You are solely responsible for (1) maintaining the strict confidentiality of your Credentials, (2) not allowing another person to use your Credentials to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials.
You agree to immediately notify Healthfully Inc. in writing by email to
support@Healthfully.io
of any unauthorized use of your Credentials or any other breach of security.
Healthfully Inc. is not and shall not be liable for any claim or actual harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity.
Any attempt to obtain unauthorized access or to exceed authorized access trespass and computer fraud and abuse, punishable under state and federal laws. Healthfully Inc. hereby notifies you that any or all communications with this Service can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Healthfully Inc. in its sole discretion and without further notice.
6. Disclaimers.
YOU ACKNOWLEDGE THAT THE SERVICES AND CONTENT ARE NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE IN MISSION-CRITICAL OR LIFE THREATENING CIRCUMSTANCES OR FOR USES REQUIRING FAIL-SAFE PERFORMANCE, OR WHERE FAILURE COULD LEAD TO DEATH OR ERSONAL INJURY. YOU SHALL NOT USE THE SERVICES FOR SUCH PURPOSES OR UNDER SUCH CIRCUMSTANCES. YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU TO PROVIDE CARE TO PATIENTS THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK AND MUST BE BASED ON YOUR SOLE, AND PROFESSIONAL JUDGEMENT. YOU MAY NOT USE THE SERVICES TO DISPENSE MEDICAL ADVICE; THE SERVICE IS PROVIDED AS A MEANS OF COMMUNICATION FOR PATIENTS PARTICIPATING IN HEALTH PROGRAMS FOR WHICH YOU ARE SOLELY LIABLE FOR RECOMMENDING AND ADMINISTERING.
The contents of the Services you use and disseminate under these Terms, are made available through collaboration with you, other healthcare institutions, health plans and/or other providers, and which contain such things as text, graphics, images, and other material contained in the Services as part of the programs Healthfully Inc. provides (“Content”). This Healthfully Inc. Content is for informational purposes only and does not constitute or substitute for your professional medical advice to your patients, for which you are solely responsible; the Content is not intended to be a substitute for your professional medical advice, diagnosis, or treatment of your patients on a one-on- one, ongoing basis. You must encourage your patients to immediately seek your advice, or that of another physician or other qualified health provider with any questions they may have regarding their medical conditions or in an emergency.
7. Ownership.
You provide Healthfully Inc. access to Your Content and Patient Data so we can provide the desired Services to you and your patients. We do not claim any ownership of Your Content or Patient Data. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services. You retain full ownership of Your Content. The Services and Healthfully Inc. Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Services, and Healthfully Inc. Content, including all associated intellectual property rights, are the exclusive property of Healthfully Inc. and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, Apps or Healthfully Inc. Content.
8. Licenses Granted by Healthfully Inc to Healthfully Inc Content and Authorized User Content.
Subject to your compliance with these Terms, Healthfully Inc. grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Healthfully Inc. Content solely for your professional role and non-commercial purposes; and (ii) to view any Authorized User Content and Patient Data to which you are permitted access as a health care provider solely for your professional, noncommercial purposes. You have no right to sublicense the license rights granted in this section to any third party including the entity for which you may work as a Provider. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services, Apps or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Healthfully Inc. or its licensors, except for the licenses and rights expressly granted in these Terms.
9. Feedback.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at
support@Healthfully.io
You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non- exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
10. Patient Data and Legal Compliance.
State and Federal laws, as well as ethical and licensure requirements of your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain confidential patient information (“Patient Information”) and/or to transmit Patient Information to third parties. You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Site, Services, Apps and any third party site.
WE WILL NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE, SERVICES, APPS OR COLLECTIVE CONTENT OR FOR OUTCOMES RELATED THERETO. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY HEALTHFULLY INC. CONTENT (ALONG WITH THE RIGHT TO REVOKE OR RESTRICT ACCESS TO THE SITE, SERVICES, APPS OR COLLECTIVE CONTENT) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.
You acknowledge and agree that you are solely responsible for all Your Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Your Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Healthfully Inc. the rights in Your Content, and Patient Data as a Provider, as contemplated under these Terms and Federal and State Regulations related to privacy and data security; and (ii) neither Your Content nor your posting, uploading, publication, submission or transmittal of Your Content or Healthfully Inc.ʼ use of Your Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third partyʼs patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or data security, or result in the violation of any applicable law or regulation, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, and any relevant State privacy laws. Your representations, warranties, and obligations in this section 9 will survive termination of your use of the Services.
11. General Prohibitions.
You agree not to do any of the following: Post, upload, publish, submit or transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third partyʼs patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; Use, display, mirror or frame the Site or Apps, or any individual element within the Services, Healthfully Inc.ʼ name, any Healthfully Inc. trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Healthfully Inc.’ express written consent; Access, tamper with, or use non-public areas of the Services, Healthfully Inc.’ computer systems, or the technical delivery systems of Healthfully Inc.’ providers; Attempt to probe, scan, or test the vulnerability of any Healthfully Inc. system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Healthfully Inc. or any of Healthfully Inc.’ providers or any other third party (including another user) to protect the Services or Healthfully Inc. or Your Content; Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Healthfully Inc. or other generally available third party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation, from the Services or otherwise; Use any meta tags or other hidden text or metadata utilizing an Healthfully Inc. trademark, logo URL or product name without Healthfully Inc.’ express written consent; Use the Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services, or Collective Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Collective Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Collect or store any personally identifiable information from the Services from other users of the Services who are not your Patients without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing. Healthfully Inc. will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Healthfully Inc. may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Healthfully Inc. has no obligation to monitor your access to or use of the Services or Collective Content or to review or edit any Collective Content or Patient Data, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Healthfully Inc. reserves the right, at any time and without prior notice, to remove or disable access to any Content that Healthfully Inc., at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site, Services or Apps. Copyright Policy.
12. Third Party Links.
The Services may contain links to third-party websites or resources. You acknowledge and agree that Healthfully Inc. is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Healthfully Inc. of such websites or resources or the content, products, or services available from such websites or resources unless so specified. You acknowledge as a Provider, your sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
13. Termination and Account Cancellation.
If you breach any of these Terms, Healthfully Inc. will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and with reasonable prior notice to you. Healthfully Inc. reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause in the event Healthfully Inc. terminates these Terms for your breach. You will remain liable for all amounts due hereunder in the event of any termination. You may cancel your Account at any time by sending an email to
support@Healthfully.io
However, you will remain liable for payment of any and all fees.
14. Disclaimers.
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HEALTHFULLY INC. EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HEALTHFULLY INC. MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS AS A PROVIDER OR IN PROVIDING CARE TO YOUR PATIENTS, OR BE AVAILABLE TO YOU OR YOUR PATIENTS ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HEALTHFULLY INC. MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT USED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR PATIENT DATA OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HEALTHFULLY INC. OR THROUGH SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OR YOUR PATIENT’S USE, OR ANOTHER PARTY IN THE CIRCLE OF CARE OF THE PATIENT OF THE SERVICES.
YOU UNDERSTAND THAT HEALTHFULLY INC. DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES NOR DOES HEALTHFULLY INC. MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES OR ANY CONTENT THEY PROVIDE OR PATIENT DATA PRESENTED BY THEM OR THEIR AUTHORIZED USERS. HEALTHFULLY INC. MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES INCLUDING BUT NOT LIMITED TO YOUR PATIENTS FOR THEIR MEDICAL CARE.
15. Indemnity.
You agree to defend, indemnify, and hold Healthfully Inc., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or Collective Content, your Patients’ use of the Services or their Authorized Users of the Services, or for any adverse result of your violation of these Terms.
16. Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT AND THE PROVISION OF HEALTH CARE SERVICES TO THIRD PARTIES REMAINS ENTIRELY WITH YOU. NEITHER HEALTHFULLY INC. NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR APPS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OR THE USE BY YOUR PATIENTS OF THE SITE, SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEALTHFULLY INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL HEALTHFULLY INC.’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED ONE THOUSAND DOLLARS ($1000). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEALTHFULLY INC. AND YOU.
17. Proprietary Rights Notices.
All trademarks, service marks, logos, trade names and any other proprietary designations of Healthfully Inc. used herein are trademarks of Healthfully Inc. or its licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or Authorized trademarks of their respective owners.
18. Controlling Law; Venue.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The state and federal courts located in Los Angeles County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, or their formation as a contract between us or their enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In addition, each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
19. Entire Agreement.
These Terms constitute the entire and exclusive understanding and agreement between Healthfully Inc. and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Healthfully Inc. and you regarding the Services and Collective Content.
20. Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without Healthfully Inc.’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Healthfully Inc. may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
21. Notices.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Healthfully Inc. via email (in each case, to the address that you provide); or (ii) by posting to the Healthfully Inc. Web Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
22. General.
The failure of Healthfully Inc. to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Healthfully Inc.. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
#PATIENT TERMS AND CONDITIONS
This is a binding agreement (“Agreement”) between Healthfully Inc. a Delware company (“We”, “Us” or “Our”), and you and your “circle of care” (individually and/or collectively “You” or “Your”). This Agreement governs Your own personal use of the Services, including, without limitation, all content such as text, information, images, and audio (collectively, the “Content”) and all services (“Services”) made available to You through the Services by Us and/or third parties. “Services” as used in this Agreement means the Healthfully Inc. web services, the Provider Services, the Patient Portal, Patient Data, and the Content. Healthfully Inc. (“Healthfully” or “we”) provides services for healthcare professionals and their patients (the “Services”) through our website (the “Services”), Please carefully read the following terms and conditions (“Terms”) and our Privacy Policy. These Terms govern your access to and use of the Services, and the Services, and Collective Content (defined below), and constitute a legally binding agreement between you and Optima.
Certain areas of the Services (and Your access to or use of certain Content) may have different terms and conditions posted now or in the future or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Services or Content, those terms and conditions will take precedence with respect to your use of or access to that area of the Services or Content. Unless explicitly stated otherwise, any new features that change, augment or enhance the current Services shall be subject to these Terms.
1. User Access; User Information.
You may access and use the Services subject to the terms and conditions of this Agreement, as revised from time to time in our sole discretion. Your access to and use of the Services are subject to the terms and conditions of this Agreement and are permitted by Us solely for Your own personal use and benefit as a personal license; any other access or use is strictly prohibited.
Access to certain Services may require You to provide Us or certain third parties with additional information. The Services will be accessible only to you or other persons that have registered to use the Services and that You authorize to access the Services (“Circle of Care Users or Users”).
You are strictly responsible for your compliance with the Agreement, all acts or omissions by your designated Circle of Care Users, and for any damages incurred as a result thereof. We will disable access by a User within one (1) business day of receiving such a request from you. We may also disable access to the Services and the Services by a User at any time in Our sole discretion if We have reason to believe that such User has violated the terms of its User Agreement or poses a security risk of any kind to our system or to you as a patient.
All User information provided to us, including without limitation enrollment information, must be current, accurate, and complete.
You understand and agree that the Services may include certain communications from Healthfully Inc., such as service announcements and administrative messages, and that these communications are considered part of the Services.
In addition, You agree to indemnify and hold Us harmless from any and all losses, damages or claims arising from any inaccurate or incomplete User information You provide to Us or which is provided to us on your behalf. If We at any time discover any error or omission in the information provided to Us, or You refuse to accept additional terms and conditions, We may, at Our option, immediately terminate any User’s right to access and use the Services.
2. Security.
We require You and any other User you designate to have a “User ID” and password to access and use the Services. Access to certain Services may require additional codes or authorization procedures. You are solely responsible for (1) maintaining the strict confidentiality of your User ID and passwords (collectively, “IDs”) used or assigned to You and your Circle of Care, (2) instructing Your Circle of Care to not allow another person to use their IDs to access the Services or the Services, (3) any charges, damages, or losses that may be incurred or suffered as a result of Your or Your Circle of Care failure to maintain the strict confidentiality of IDs, and (4) promptly informing Us in writing of any need to deactivate an ID due to security concerns. In all circumstances we are not liable for any harm related to the theft of Your IDs, Your disclosure of Your IDs, or Your authorization to allow another person or entity to access and use the Services or the Services using Your ID on your behalf. You agree to immediately notify Us of any unauthorized use of Your IDs.
You acknowledge that Healthfully Inc. has no obligation to monitor your access to or use of the Services, or Content or Data, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Healthfully Inc. reserves the right, at any time and without prior notice, to remove or disable access to any Content that Healthfully Inc., at its sole discretion, considers to be in violation of these Terms or otherwise harmful Services.
3. Use.
When you sign accept the Terms and Conditions of Use and when you use or access the Services, you acknowledge that you:
a) have read and understood the Terms and Conditions of Use and agree to be legally bound by that Agreement; and (b) are at least eighteen (18) years old and/or have the legal authority to agree to the provisions. These Terms and Conditions of Use apply only to your use of the Services and do not apply to any other activities by Healthfully Inc.
4. Important Information regarding the Services.
a) In an emergency, call 911 or go to the nearest emergency room. Do NOT rely on this Service for medical treatment in an emergency.
b) If you have concerns regarding healthcare needs or a medical condition, please contact your healthcare provider directly. The Services are not intended to provide or replace medical advice, Internet-based medical care and treatment or other medical services. The Services are only intended to be used as a communication device between You, your Circle of Care, your Provider(s) and other third parties who provide related Services to you.
5. Services Features.
a) Access to Health Information: You may view your information posted by you or your Circle of Care, your Provider or other third parties authorized by you to participate, as well as certain designated lab and test results and other information that the Services makes available. The Services may modify or delete information made available in the Services from time to time. The information on the Services is not your complete medical record.
b) Access for your Authorized Representatives: You may provide access to your Services account to others that participate in your care or that you want to know about your healthcare information. Authorized representatives given permission for access by You have the same level of access as You, the patient. You are liable for any access you provide to any person who is connecting to the Services on your behalf, and for any act or omission which may occur as a result of such person or persons’ access to the Services on your behalf. Healthfully Inc. disclaims any and all liability with respect to such connection by them, for any reason.
c) Communication with Your Providers: You may have the ability to communicate your questions and requests with your Provider as part of their efforts to assist You in your healthcare. In cases where this communication is available, the system will utilize secure messaging through the Services to maintain privacy.
d) Educational Resources: You may research and view educational resources, belong to community groups and otherwise explore various topics available through the Services. These images, graphics, and information (the “Content”) are provided by third parties for your convenience and for informational purposes only. The Services does not endorse or make any representations or warranties about any Content, its accuracy or any results that may be obtained from relying on the Content. Please Remember: The Content is not a substitute for professional medical advice, diagnosis, treatment, and/or care.
e) Changes: The Services may change, suspend or discontinue, impose limits on, or restrict your access to parts or all of the Services and/or the information on the Services at any time.
f) Download and Transmit Information: You may download your information to your personal computer or an electronic media device or transmit your information to a third party.
6. Secured Transmissions.
The Services employ encryption to reduce the probability of an unauthorized interception of Confidential Information transmitted using the Services. We use industry standard encryption technology in arranging for the transmission of Confidential Information. You must use a browser that supports this encryption technology in order to access the Services. It is Your responsibility not to send Confidential Information to any recipient to whom transmission of such information will violate applicable law or otherwise be inappropriate.
YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION OF CONFIDENTIAL INFORMATION TO RECIPIENTS OUTSIDE OF THE SERVICES MAY NOT BE SECURE.
In addition, You also acknowledge and agree that no form of encryption is technically foolproof.
7. Guidelines for Safe Use of the Services.
Information available in the Services is encrypted, which is a way of protecting electronic information. While encryption reduces the risk that someone else will see your information, there are some risks to you that you should understand before signing up for the Services. Some helpful things to keep in mind include:
a) Do not store, send or access information on your employer-provided computer or hand-held device. Your employer may have the ability to access your personal information on computers or devices owned by the employer.
b) Use a screensaver or close the Services so that others nearby cannot read the information.
c) Keep your username and password safe and private. Do not give your username and password to anyone else. If you want someone else to access your information, that person or persons will be able to do so only if you invite them to participate in the Services, and they agree to be bound by the terms and conditions of the Services, including their use of Your information.
d) If you think someone has learned your password, you should promptly change it by following the instructions provided to you by the Services.
e) Be careful when using a public computer or mobile device to access the Services due to increased security risk.
f) Be sure you log out of the Services when you complete your session.
g) The Services, your Provider(s) and their staff are not responsible to you if you do not follow the rules for safe use of the Services as we suggest in this section. You are responsible for any activity that occurs as a result of permitting another person or entity to use your username and password or the username and password of those you designated to have authorized access of your information on the Services.
8. HIPAA Compliance Terms.
a) This is a formal notice concerning HIPAA Regulations. The Services is rendered under, and protects Your information using the Standards for Privacy of Individually Identifiable Health Information (the “Privacy Regulation”) and the Health Insurance Reform: Security Standards (the “Security Regulation”) published by the U.S. Department of Health and Human Services (“HHS”) at 45 C.F.R. parts 160 and 164 under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and as may be applicable to the services rendered by Change Healthcare to the Customer, under the Gramm-Leach-Bliley Act (“GLB”) and implementing regulations.
b) The Services may involve the use and/or disclosure of Protected Health Information (“Protected Health Information”). Except as otherwise specified herein, We may make any and all uses and disclosures of Protected Health Information created or received from or on behalf of You necessary to perform Our obligations under this Agreement. We may perform Data Aggregation for Health Care Operations as part of your healthcare. We may use, analyze, and disclose the Protected Health Information in Our possession for the public health activities and purposes set forth at 45 C.F.R. § 164.512(b).
c) Unless otherwise limited herein, We may: (a) consistent with 45 C.F.R. § 164.504(e)(4), use and disclose the Protected Health Information in Our possession for Our proper management and administration and to fulfill any of Our present or future legal responsibilities; and (b) de-identify any and all Protected Health Information in accordance with 45 C.F.R. § 164.514(b). You acknowledge and agree that de-identified information is not Protected Health Information and that We, on behalf of Ourselves and/or Our Affiliates (as defined below) may use such de- identified information for any lawful purpose. For purposes of this Section 8, the term “Affiliate” shall mean the entities listed on on our website for the Services such as subsidiaries, vendors or subcontractors, which are business associates for the purposes of HIPAA compliance (“HIPAA BA Subs”). Each HIPAA BA Sub that creates or receives Protected Health Information for use in providing services to You shall be deemed a party to this Agreement without further action by any party hereto.
d) We agree to: (a) use and/or disclose the Protected Health Information only as permitted or required by this Section 8 or as otherwise required by law (without limiting the foregoing, We will not sell Protected Health Information or use or disclose Protected Health Information for purposes of marketing, as defined and prescribed in the Privacy Regulation and the American Recovery and Reinvestment Act of 2009 (“ARRA”); (b) report to You any use and/or disclosure of the Protected Health Information of which We become aware that is not permitted or required by this Section 8, including but not limited to any breach of unsecured Protected Health Information in compliance with any reporting requirements applicable to Us under regulations implementing ARRA); (c) report to You any Security Incident of which We become aware with respect to Electronic Protected Health Information provided by, or created or received by, Us on behalf of You (“Electronic Protected Health Information”); (d) mitigate, to the extent practicable, any harmful effect that is known to Us of a use or disclosure of Protected Health Information by Us not provided for by this Section 8; (e) use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted or required by this Section 8; (f) (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that We create, receive, maintain, or transmit on behalf of You; and (ii) make Our policies and procedures, and documentation required by the Security Regulation relating to such safeguards, available to the Secretary of HHS for purposes of determining Your compliance with the Security Regulation; (g) require all of Our subcontractors and agents that receive, use or have access to Protected Health Information, to agree to adhere to the same restrictions and conditions on the use and/or disclosure of Protected Health Information that apply to Us; (h) ensure that all of Our subcontractors and agents to whom We provide Electronic Protected Health Information agree to implement reasonable and appropriate safeguards to protect such Electronic Protected Health Information; (i) make available Our internal practices, books and records relating to the use and/or disclosure of Protected Health Information to the Secretary of HHS for purposes of determining Your compliance with the Privacy Regulation; (j) (i) record all disclosures by Us of Protected Health Information required to be recorded by 45 CFR § 164.528 and, effective upon the compliance date applicable to You, by regulations promulgated by HHS pursuant to ARRA, and (ii) within thirty (30) days of receiving a written request from You, make available such information to the extent necessary for You to make an accounting of disclosures of an individual’s Protected Health Information; (k) within fifteen (15) days of receiving a written request from You, make available Protected Health Information necessary for You to respond to individuals’ requests for access to Protected Health Information about them, to the extent that the Protected Health Information in Our possession constitutes a Designated Record Set; and (l) within thirty (30) days of receiving a written request from You, incorporate any amendments or corrections to the Protected Health Information in accordance with the Privacy Regulation, to the extent that the Protected Health Information in Our possession constitutes a Designated Record Set; and (m) limit Our uses and disclosures of, and requests for, Protected Health Information (i) when practical, to the information making up a Limited Data Set, and (ii) in all other cases subject to the requirements of 45 CFR § 164.502(b), to the minimum amount of Protected Health Information necessary to accomplish the intended purpose of the use, disclosure or request.
e) You are granting us Your consent, authorization and permission required by the Privacy Regulation or any other applicable federal, state or local laws and/or regulations prior to furnishing Us the Protected Health Information pertaining to You; and you authorize such use of Protected Health Information in the manner contemplated under the Services.
9. Access, Use of Online Communications and Conditions of Participation.
a) Neither Healthfully Inc. or the Services guarantees that the Services’s system or connectivity will be accessible or available 24 hours a day, 7 days a week. The Services system may become unavailable, without advance notice to you, due to routine maintenance or due to circumstances beyond the control of Healthfully Inc. or the Services. Healthfully Inc. may suspend or terminate operation of the Services and may suspend or terminate Your or your Circle of Care’s use without advance notice. The Services, Your Provider(s) and the Healthfully Inc. staff shall have no liability or responsibility to any patient or other person authorized by the patient who is unable to access the Services for any reason.
b) If you receive access to health care information which is not Yours, and you are not an Authorized User as part of a patient’s Circle of Care, you must stop viewing such information and immediately notify the Services.
10. Discontinuing Use of Services.
a) You may discontinue your use of the Services at any time by contacting the Services to request this change.
b) Services access may be disconnected after 12 months of inactivity. You may contact the Services to request reinstatement of your access or the access of your designees.
11. Intellectual Property.
All rights, title and interest in and to the Services, any intellectual property rights in the Services, and in the Content are the sole and exclusive property of Healthfully Inc., its licensors, and/or other third parties. The Services is protected by the copyright laws of the United States and otherintellectual property laws. Nothing in these Terms and Conditions of Use transfers any proprietary rights to You. You agree that all rights, title, and interest in and to any Content provided by third parties is the property of the respective third party content owners and may be protected by applicable copyright or other intellectual property laws.
12. Limitations of Liability.
A) NEITHER HEALTHFULLY INC., THE SERVICES NOR ANY OF ITS LICENSORS, AGENTS, CONTRACTORS, OR SUBCONTRACTORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT. INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR OR YOUR CIRCLE OF CARE AUTHORIZED TO USE THE SERVICES ON YOUR BEHALF, FOR THE ACCESS, USE OR INABILITY TO USE THE SERVICES, OR ANY ERRORS OR OMISSIONS IN THE CONTENT, OR FOR ANY ADVERSE OUTCOME, WHETHER KNOWN OR WHICH SHOULD HAVE BEEN KNOWN, AND WHICH EACH CLAIM MAY BE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH, OR ADVERSE OUTCOME WHICH MAY HEALTHFULLY INC.CUR, REGARDLESS OF THE USE OF THE SERVICES BY YOUR OR YOUR CIRCLE OF CARE IS TO CEASE TO USE THE SERVICES.
c) You agree to defend, indemnify, and hold harmless the Services and its licensors from any and all claims, losses, damages, fines, penalties, costs, expenses, and liabilities (including, without limitation, attorneys’ fees) in connection with or arising out of your: (a) violation or breach of any provision of the Terms and Conditions of Use or any applicable law or regulation, whether or not referenced herein; (b) violation of any rights of any third party; and/or (c) your use or misuse of the Services. In the event you violate the Terms and Conditions of Use, we reserve the right to seek any and all remedies available in law and in equity.
B) THE USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. ALL INFORMATION, INCLUDING ANY CONTENT, IS PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED; HEALTHFULLY INC. AND SERVICES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OR ANY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE SERVICES. HEALTHFULLY INC. AND THE SERVICES MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
C) ONLY YOUR PROVIDER IS RESPONSIBLE FOR YOUR MEDICAL ADVICE; THIS SERVICE MAY NOT BE CONSTRUED AS A SUBSTITUTION FOR SUCH ADVICE FROM THE PROVIDER IN ANY WAY AND HEALTHFULLY INC. DISCLAIMS ANY AND ALL LIABILITY, REGARDLESS OF LEGAL THEORY, RELATED TO ANY ADVERSE HEALTHFULLY INC. CURRENCE.
d) The contents of the Services you use under these Terms, made available through collaboration with your Provider or healthcare institution, such as text, graphics, images, and other material contained on the website (“Content”) are for informational purposes only and do not constitute medical advice; the Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this website. In the event of a medical emergency, call a doctor or 911 immediately. Healthfully Inc. and this Service does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned as part of the Services. Reliance on any information provided by this Service is solely at your own risk.
13. Miscellaneous.
a) The Services and these Terms and Conditions of Use will be governed by and construed in accordance with the laws of the state of California without regard to any principles of conflicts of laws. Venue with respect to any dispute between you and the Services will rest exclusively in the state or federal courts located in California.
b) You agree that any cause of action or claim that you may have must be made within one year of when the cause of action accrued. You acknowledge that the Terms and Conditions of Use is the complete statement of the agreement between you and Services with respect to the Services and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Services.
c) There is no agency, partnership, joint venture, or physician-patient relationship between you and Services arising solely through the use of the Services.
d) If any provision of the Terms and Conditions of Use is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. A waiver of a breach of any provisions to the Terms and Conditions of Use will not constitute a waiver of any other breach.
e) You are not allowed to assign the Terms and Conditions of Use or any rights hereunder.
f) The Services will not be liable to you for any loss resulting from the failure of equipment, communications lines, unauthorized access, viruses, extraordinary weather, other acts of God, or any circumstance outside of Services’s control.
PATIENT ACKNOWLEDGEMENT, CONSENT, and AGREEMENT:
• I consent to participation in the Services (“Services”), and understand that my personal health and individually identifying information is made available to me in the Services.
• I understand that the use of the Services is for non-emergency purposes only.
• I understand that I have the ability to provide Services access to my Authorized Representatives (Representatives), and that those Representatives may have the ability to perform all of the functions I am able to perform, including viewing, downloading, and transmitting my health and individually identifying information.
• I understand there are risks associated with web-based applications and that I am responsible for safeguarding my access to any information.
• I understand that my e-mail address is required to initiate Services access, and will be used for communications related to the Services. I agree to communicate my e-mail address changes.
• I have read and understand the Terms and Conditions of Use, and I have been provided with an opportunity to ask questions through the Services.
• I understand that my access to the Services requires my acceptance of the Terms and Conditions of Use. If I refuse to sign at this time, I understand that I may change that decision in the future and can contact the Services to obtain access to the Services.
• I understand that failure to follow the Terms and Conditions of Use may result in termination of access to the Services.
I, AS THE PATIENT, ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES, OR BY DOWNLOADING OR POSTING ANY DATA OR CONTENT FROM OR THROUGH THE SERVICES I HEREBY AM INDICATING THAT I HAVE READ, AND UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. HEALTHFULLY INC. HAS INFORMED ME THAT IF I DO NOT AGREE TO THESE TERMS, THEN I HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR CONTENT.
#CIRCLE OF CARE; CAREGIVER
By clicking below you acknowledge that you understand that these terms as well as all of the Patient Terms and Conditions above will apply to you. This is a binding agreement (“Agreement”) between Healthfully Inc. a Delware company (“We”, “Us” or “Our”), and You as an authorized user, and as the Patient’s caregiver (“Caregiver”) (individually and/or collectively “You” or “Your”). This Agreement governs Your own personal use of the Services, including, without limitation, all content such as text, information, images, and audio (collectively, the “Content”) and all services (“Services”) made available to You as the Caregiver through the Services by Us and/or third parties. “Services” as used in this Agreement means the Healthfully Inc. web services, the Provider Services, the Patient Portal, Patient Data, and the Content.
Healthfully Inc. (“Healthfully” or “we”) provides services for healthcare professionals and their patients and caregivers (the “Services”) through our website (the “Services”), Please carefully read the following terms and conditions (“Terms”) and our Privacy Policy. These Terms govern your access to and use of the Services, and the Services, and Collective Content (defined below), and constitute a legally binding agreement between you and Optima. 1. A Patient has invited you to join her/his health care team where a group of users may access the Healthfully Inc. Services. These users may include physicians, hospitals, and other types of healthcare providers. If you are joining a team created by a Patient, this person is using their personal email address to join and access our Services; therefore, they are a Patient, and are now authorizing you to join this health care team. 2. As stated, Patient has separately agreed to our Patient Terms and Conditions (the “Contract”) that permits Patient to create and configure a team so that you and others could join (each invitee granted access to the Services, including you, is a “Caregiver”). The Contract contains the Healthfully Inc. commitment to deliver the Services to Patient, who may then invite You to join his or her team(s). When an Authorized User (including, you) submits content or information to the Services, such as messages or files (“Patient Data”), you acknowledge and agree that the Patient Data is owned by Patient and the Contract provides Patient with many choices and control over the Patient Data. For example, Patient may allow or withdraw access to the Services, enable or disable third party integrations such as hospitals, manage permissions, or retention and export settings, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Patient Data. 3. Acting on Patient’s behalf you may do any or all of the things the Patient may do, including but not limited to, joining specific groups, or inviting others to the team or, if applicable, dealing directly with the Patient’s Provider. You must have the necessary and explicit authority to enter into the Contract on behalf of Patient before proceeding.
CAREGIVER ACKNOWLEDGEMENT, CONSENT, and AGREEMENT:
• I consent to participation in the Services (“Services”) as a Caregiver for a Patient, and understand that the Patient’s personal health and individually identifying information will be made available to me in the Services and that I must protect it under all Federal and State regulations concerning data security and privacy.
• I understand that the use of the Services is for non-emergency purposes only.
• I certify that I have been given the explicit authority to access Services and provide further access to other authorized representatives (“Authorized Users”) and that I will have the ability to perform all of the functions the Patient is able to perform, including viewing, downloading, and transmitting their health and individually identifying information. I assume full responsibility and liability for any consequences or acts or omissions as Caregiver, and understand that in acting in the Patient’s stead under this Agreement, I assume the role of Patient in all circumstances related to this Agreement.
• I understand there are risks associated with web-based applications and that I am responsible for safeguarding my own access to any information.
• I understand that my e-mail address is required to initiate Services access, and will be used for communications related to the Services. I agree to communicate my e-mail address changes.
• I have read and understand the Terms and Conditions of Use, and I have been provided with an opportunity to ask questions through the Services.
• I understand that my access to the Services requires my acceptance of the the Caregiver and Patient Terms and Conditions of Use. If I refuse to sign at this time, I understand that I may change that decision in the future and can contact the Services to obtain access to the Services.
• I understand that failure to follow the Terms and Conditions of Use may result in termination of access to the Services.
I, AS THE CAREGIVER, ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES, OR BY DOWNLOADING OR POSTING ANY DATA OR CONTENT FROM OR THROUGH THE SERVICES I HEREBY AM INDICATING THAT I HAVE READ, AND UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS. HEALTHFULLY INC. HAS INFORMED ME THAT IF I DO NOT AGREE TO THESE TERMS, THEN I HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR CONTENT.
#CIRCLE OF CARE AUTHORIZED USER (OTHER THAN CAREGIVER)
By clicking below you acknowledge that you understand that these terms will apply to you. This is a binding agreement (“Agreement”) between Healthfully Inc. a Delaware company (“We”, “Us” or “Our”), and You as an authorized user, (“Authorized User”) (individually and/or collectively “You” or “Your”). This Agreement governs Your own personal use of the Services, including, without limitation, all content such as text, information, images, and audio (collectively, the “Content”) and all services (“Services”) made available to You as the Caregiver through the Services by Us and/or third parties. “Services” as used in this Agreement means the Healthfully Inc. web services, the Provider Services, the Patient Portal, Patient Data, and the Content. Healthfully Inc. (“Healthfully” or “we”) provides services for healthcare professionals and their patients and caregivers (the “Services”) through our website (the “Services”), Please carefully read the following terms and conditions (“Terms”) and our Privacy Policy. These Terms govern your access to and use of the Services, and the Services, and Collective Content (defined below), and constitute a legally binding agreement between you and Healthfully. 1. A Patient has invited you to join her/his health care team where a group of users may access the Healthfully Inc. Services. These users may include physicians, hospitals, and other types of healthcare providers. If you are joining a team created by a Patient, this person is using their personal email address to join and access our Services; therefore, they are a Patient, and are now authorizing you to join this health care team. 2. As stated, Patient has separately agreed to our Patient Terms and Conditions (the “Contract”) that permits Patient to create and configure a team so that you and others could join (each invitee granted access to the Services, including you, is an Authorized User. The Contract contains the Healthfully Inc. commitment to deliver the Services to Patient, who may then invite You to join his or her team(s). When an Authorized User (including, you) submits content or information to the Services, such as messages or files (“Patient Data”), you acknowledge and agree that the Patient (or Patient) Data is owned by Patient and the Contract provides Patient with many choices and control over the Patient Data. For example, Patient may allow or withdraw access to the Services, enable or disable third party integrations such as hospitals, manage permissions, or retention and export settings, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Patient Data. This may affect your own use of the Services; Healthfully Inc. has no responsibility or liability with respect to the Patient’s actions regarding the Services.
3. You, the Patient and Healthfully Inc.
As between us and the Patient, you agree that it is solely the Patient’s responsibility to (a) inform Authorized Users of any relevant Patient policies and practices and any settings that may impact the processing of Patient’s data, including healthcare data; (b) obtain any rights, permissions or consents from other Authorized Users and Providers that are necessary for the lawful use of Patient’s data and the operation of the Services; and (c) respond to and resolve any dispute with an Authorized User relating to or based on Patient Data, the services or Patient’s failure to fulfill these obligations. Healthfully Inc. makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “ as available” basis.
4. Rules of Access to the Services.
The Services are not intended for and should not be used by anyone under the age of Eighteen (18). You, as an Authorized User represent and warrant that you are 18 or older, and are the intended recipient of Patient’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.
To help ensure a productive care-giving environment, all Authorized Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behavior or content to both the Patient and Healthfully Inc.. A breach of Protected Health Information (“PHI”) of the Patient carries with it severe federal and state penalties. Before disclosure to any third party, you should be aware of, and understand the obligations under the regulations, ensure disclosure only under clearly defined circumstances and seek advice from knowledgeable parties if you are uncertain of what to do. This is not legal advice, and Healthfully Inc. will not be liable to you, the Patient, or any other third party for any breach of PHI which may occur as a result of your act or omission.
These Authorized User Terms remain effective until the Patient’s own access to Services expires or terminates, or your access to the Services has been terminated by Patient or Healthfully Inc. Please contact Patient if you at any time or for any reason wish to terminate your access to an account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy. These terms may be updated by Healthfully Inc. at any time without notice.
5. Limitation of Liability and Survival of Terms.
If Healthfully Inc. believes that there is a violation of the Contract, Authorized User Terms, the Acceptable Use Policy, or any of our other policies that may be remedied by Patient’s removal of certain Patient Data or taking other action, Healthfully Inc. will, in most cases, ask Patient, or you, its designee, to take action rather than intervene. Healthfully Inc. reserves the right to intervene and take whatever steps are determine to be appropriate action (including disabling an account) if Patient does not take appropriate action or we believe there is a credible risk of harm to Healthfully Inc., the Services, the Caregiver, the other Authorized Users, or any third parties.
EXCEPT FOR A BREACH OF CONFIDENTIALITY OR PHI, IN NO EVENT WILL AN AUTHORIZED USER OR HEALTHFULLY INC. HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A PATIENT, YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE AUTHORIZED USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE AUTHORIZED USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
All of the provisions under the Agreement will survive any termination or expiration of the Authorized User Terms.
6. General Provisions.
a. Privacy Policy Please review our Privacy Policy and Security Policy for more information on how we collect, protect and use data relating to the use and performance of our Services. b. Proprietary Rights Notices All trademarks, service marks, logos, trade names and any other proprietary designations of Healthfully Inc. used herein are trademarks or Authorized trademarks of Healthfully Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or Authorized trademarks of their respective parties. c. Controlling Law These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions or the United Nations Convention on the International Sale of Goods. d. Security The Services require Authorized Users to provide a valid, working e-mail address and password to access and use the Services, Data and Content. Upon registering, you will receive a password, which you may be required to change from time to time. Certain other Content, features, or functionalities within the Services may require additional access codes. Your e-mail address and the password and codes assigned to you are, collectively, your “Credentials.” You are solely responsible for (1) maintaining the strict confidentiality of your Credentials, (2) not allowing another person to use your Credentials to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials. You agree to immediately notify Healthfully Inc. in writing by email to support@Healthfully.io of any unauthorized use of your Credentials or any other breach of security. e. Liability Healthfully Inc. is not and shall not be liable for any harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity. Any attempt to obtain unauthorized access or to exceed authorized access to the Site, Services, Apps or Collective Content shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws. Healthfully Inc. hereby notifies you that any or all communications with this Site can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Healthfully Inc. in its sole discretion and without further notice. f. Indemnity You agree to defend, indemnify, and hold Healthfully Inc., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, Content, or Patient Data or your violation of these Terms. g. Entire Agreement These Terms constitute the entire and exclusive understanding and agreement between Healthfully Inc. and you regarding Services, Patient Data and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Healthfully Inc. and You regarding the Services, Patient Data and Content. h. Assignment You may not assign or transfer your right of access or these Terms, by operation of law or otherwise, without Healthfully Inc.’ prior written consent. Any attempt by you to assign or transfer your rights under these Terms, without such consent, will be null and of no effect. Healthfully Inc. may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. j. Notices Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Healthfully Inc. via email (in each case, to the address that you provide); or (ii) by posting to the Healthfully Inc. Web Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. k. Contacting Healthfully Inc. If you have any questions about these Terms or any App Store Sourced App, please contact Healthfully Inc. at:
Healthfully Inc.
1262 N Norman Place
Los Angeles, CA 90049
or at
support@Healthfully.io
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON, OR ACCESSING OR USING THE SERVICES, OR BY DOWNLOADING OR POSTING ANY DATA OR CONTENT FROM OR THROUGH THE SERVICES YOU ARE INDICATING THAT YOU HAVE READ, AND UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS, WHETHER OR NOT YOU HAVE BEEN AUTHORIZED. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES, APPS OR COLLECTIVE CONTENT.