CI HEALTH HARMONY
LAST REVISED: JUNE 18, 2014
The website located at cihealthharmony.com (the "Site") is a copyrighted work belonging to Intel-GE Care Innovations LLC ("Company", "us", and "we"). "Services" means any and all services provided through the Site.
Certain features of the Services or Site, including certain programs and products provided through the Site, may be subject to additional guidelines, terms, or rules, which will be posted on the Services or Site in connection with such features, Services, programs, and products. All such additional terms, guidelines, and rules are hereby incorporated by reference into this Agreement.
1. CERTAIN IMPORTANT NOTICES REGARDING THE SITE AND SERVICES
1.1 Description of Services. The Services consist of a flexible suite of online tools and services intended to allow you to coordinate care for yourself or for someone else by creating ("care circles"). You can create care circles by inviting and authorizing users to participate in your care circles via the Site and Services.
1.2 Authorized Users. The term "Authorized User" includes you and any other person or party you invite into a care circle and who agrees to the terms and conditions of use for the Site and Services. Key features of the Services include the ability for Authorized Users of the care circle to share and communicate information, coordinate scheduling, organize appointments and medications, record health measurements, and locate services (collectively the "Shared Information"). Authorized Users may be allowed to view and/or edit the Shared Information.
1.3 Treatment of Shared Information. All Shared Information that Authorized Users input into the system or authorize to be input into the system will be maintained in the Site and Services for Authorized Users to access. You may exchange Shared Information and otherwise interact with other Authorized Users and you accept full responsibility for the actions in which you engage and the information that you share with other Authorized Users. You understand that Care Innovations does not assure the accuracy, reliability, confidentiality or security of Shared Information made available through the use of the System. You are solely responsible for determining the information that you will share with other Authorized Users and by voluntarily disclosing such information any information that may have previously been classified as Protected Health Information once entered into the Services will no longer be protected as Protected Health Information as defined in the Health Insurance Portability and Accountability Act of 1996 Public Law 104-91 (HIPAA), as amended, and related HIPAA regulations (45 CFR parts 160-164). You acknowledge that Company will have no obligation to treat such information as PHI under HIPAA and that you hereby release Company from any and all liability associated with the Shared Information.
1.4 Caution. INFORMATION CONTAINED ON THE SITE, INCLUDING THIRD PARTY SITES, SERVICES AND ADS, ("SITE CONTENT") ARE NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY A HEALTHCARE PROFESSIONAL. YOU SHOULD NOT USE THE SITE CONTENT FOR THE DIAGNOSIS OR TREATMENT OF A HEALTH PROBLEM OR DISEASE. YOU SHOULD ALWAYS CONSULT YOUR HEALTHCARE PROVIDER BEFORE MAKING ANY HEALTH RELATED CHANGES. IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) IN CONNECTION WITH YOUR RELIANCE ON THE SITE CONTENT.
1.5 Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, you and any Authorized Users, including any diagnosis, analysis, or medication prescribed, by a physician based on the use or inability to use Shared Information.
1.6 Software. Any software that you download from the Site or Services is subject to the end user license agreement provided with the software ("End User License Agreement"). If any provision in this Agreement conflicts or is inconsistent with any provision in the End User License Agreement, the provision in the End User License Agreement will control with respect to the software with which it is provided.
In order to use certain features of the Site (e.g., to use the Services), you must register for an account with Company ("Account") and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Your Account will automatically terminate upon termination of this Agreement. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company will not be liable for any liability, loss, damage, cost, or expense (including attorneys' fees) arising from your failure to comply with the above requirements.
3. FEES AND CHARGES
You will pay us the standard service fee (the "Service Fee"), to the extent applicable, for the Services to which you have access during the Term of this Agreement. We will notify you of the applicable Service Fee when you request access to the Services and you will be required to confirm your acceptance of the Service Fee prior to you being granted access to the Services. The Service Fee may change from time to time. The Service Fee shall be paid in accordance with the terms therein. Late payments may result in termination and/or suspension of your access to the Services. All Service Fees shall be exclusive of tax and you agree to pay any tax, including but not limited to federal, state, sales, uses or the like) that Company is required to collect or pay now or at any time in the future that are imposed on the delivery of the Services.
4. SITE ACCESS AND RESTRICTIONS
4.1 Right to Use. Subject to the terms of this Agreement, Company grants you the non-transferable, non-exclusive, right to access and use the Site and Services for your personal, noncommercial use.
4.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions and you agree that you shall not: (a) sell, resell, rent, lease, license, frame, deep link, mirror, copy or reproduce, use, modify, or translate the Software or the Services, or create derivative works based thereon; (b) directly or indirectly decompile, disassemble, reverse engineer, or otherwise attempt to learn the source code, structure, algorithms, or ideas underlying the Services; (c) provide service bureau, time share or subscription services, or any other third-party use based on the Services; (d) remove, obscure, or modify any markings, labels, or any notice of the proprietary rights, including copyright, patent, and trademark notices of Care Innovations or its licensors; (e) intentionally or negligently introduce any routine designed to permit unauthorized access, disable, erase, or otherwise harm the Software or Services, including but not limited to viruses, Trojan horses, worms, or worm holes (f) store or transmit infringing, libelous or otherwise tortious material or material in violation of third party rights; or (g) access the Services for the purpose of monitoring availability, performance, or functionality, benchmarking, or other competitive purposes.
4.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.
4.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site or Services. Any support or maintenance provided by Company with respect to the Software will be as set forth in the applicable End User License Agreement.
4.5 Compliance. You will comply with the terms of this Agreement, our policies and all applicable laws and regulations. You will be solely responsible for the use of the Site and Services. You will adopt and maintain reasonable and appropriate security precautions for your Account to prevent its disclosure or use by unauthorized persons.
You acknowledge that all of the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services are owned by Company or Company's suppliers. The provision of the Site, Services, and/or Software, does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Company and its suppliers reserve all rights not granted in this Agreement. If you provide Company any feedback or suggestions regarding the Site, Services, and/or Software, or any element or component thereof ("Feedback"), you hereby irrevocably and unconditionally assign to Company all worldwide right, title, and interest in the Feedback and agree that Company shall have the right to use such Feedback and related information in any manner it deems appropriate without any further obligation to you. You agree that Feedback is Company's confidential information.
You agree to indemnify and hold Company (and its officers, employees, agents, successors, and assigns) harmless from any and all liabilities, losses, damages, costs, and expenses (including attorneys' fees) arising from or related to any claim or demand made by any third party based on (a) your use of the Site or Services, (b) your violation of this Agreement, or (c) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Company.
7. THIRD PARTY SITES & ADS
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites, Services and Ads"). Such Third Party Sites, Services and Ads are not under the control of Company and Company is not responsible for any Third Party Sites, Services and Ads. Company provides these Third Party Sites, Services and Ads only as a convenience and does not review, recommend, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, Services and Ads. Company may use computerized processes to tailor advertisements to you, to the Authorized Users or to your use of the Site and Services. You use all Third Party Sites, Services and Ads at your own risk. When you link to any Third Party Sites, Services and Ads, the applicable third party provider's terms and policies apply, including such third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites, Services and Ads.
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND COMPANY, AND COMPANY SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. COMPANY AND COMPANY SUPPLIERS MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE SITE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND NOT PROVIDED AS MEDICAL ADVICE. COMPANY DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS IN THE SITE CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, AND THE SERVICES, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10. TERM AND TERMINATION
Subject to terms of this Section, this Agreement will remain in full force and effect during the period you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services or (b) terminate this Agreement, at any time if you violate the terms of this Agreement. Upon any termination of this Agreement, your right to access and use the Site and Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of this Agreement. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1, 0, 3 and 5 through 11.
11.2 Dispute Resolution.
(a) Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, United States of America, without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to this Agreement or the Site or Services (a "Claim") must be brought in a federal or state court located in Sacramento County and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding, unless such Claim is submitted to arbitration as set forth in Section 11.2(c).
(b) Contact Company First. If a dispute arises between you and Company, our goal is to learn about and address your concerns. You agree that, before instituting any action, suit or arbitration, you will notify us about any dispute you have with Company regarding our Site or Services by contacting Company at the address below. If you and Company are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to binding arbitration in accordance with Section 11.2(c), or to the courts in accordance with Section 11.2(a) or 11.2(f), as applicable.
(c) Alternative Dispute Resolution. For any Claim where the total amount of the award sought is less than ten thousand U.S. dollars (10,000 USD), the party requesting relief may choose to resolve the dispute through binding non-appearance-based arbitration in accordance with the following: (i) the arbitration will be provided through a nationally-recognized alternative dispute resolution provider in the U.S. mutually agreed upon by the parties; (ii) the arbitration will be conducted in one or more of the following manners at the option of the party initiating arbitration: telephone, online, or written submissions; (iii) the arbitration will not involve any personal appearances by the parties or witnesses, unless otherwise agreed by the parties; and (iv) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Improperly Filed Claims. All Claims between you and Company must be resolved in accordance with this Section 11.2. All Claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a Claim contrary to this Section, Company may recover attorneys' fees and costs up to one thousand U.S. dollars (1,000 USD); provided that Company has notified you in writing of the improperly filed Claim, and you fail to promptly withdraw the Claim. Similarly, should Company file a Claim contrary to this Section, you may recover attorneys' fees and costs up to one thousand U.S. dollars (1,000 USD), provided that you have notified Company in writing of the improperly filed Claim, and Company fails to promptly withdraw the Claim. The remedies in this subsection will not limit any other remedies that either party may have in law or in equity.
(e) Limitations. Claims brought by either party must be brought within one (1) year after the cause of action arises, or such Claim or cause of action will be barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees subject to any other limitations specified in this Agreement.
(f)Injunctive Relief. Notwithstanding anything in Section 11.2 to the contrary, Company may seek injunctive relief in any court having jurisdiction to protect its intellectual property, confidential information, or proprietary information.
11.3 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign, subcontract, and delegate its rights and obligations under this Agreement. The terms of this Agreement shall be binding upon assignees.
11.4 Copyright/Trademark Information. All trademarks, logos, and service marks displayed on the Site are our property or the property of other third parties (" Marks "). You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
11.5 No Third Party Rights. The provisions of this Agreement are intended solely for the benefit of you and Company and its suppliers and shall create no rights or obligations enforceable by any third party unless such beneficiaries are expressly set forth herein.
11.6 Contact Information: Intel-GE Care Innovations, 3721 Douglas Blvd. Suite 100, Roseville, CA 95661.