PLATFORM TERMS AND CONDITIONS (Access to 3rd party content) Last Updated: May 03, 2023
These terms and conditions (these “Terms and Conditions”) are a legal agreement between you and C8 Health Inc. (“C8 Health,” “we,” “us,” or “our”). These Terms and Conditions specify the terms under which you may access and use our proprietary platform (the “Platform”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH ARE HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU WARRANT AND REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH ENTITY OR ORGANIZATION WITH THE POWER TO CONTRACTUALLY BIND IT TO THESE TERMS AND CONDITIONS.
WE RESERVE THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS AT ANY TIME, IN WHICH CASE WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY YOU OF SUCH MODIFICATIONS BY SENDING YOU AN EMAIL OR POSTING THEM ON THE PLATFORM. IF YOU CONTINUE TO ACCESS OR USE THE PLATFORM AFTER SUCH MODIFICATIONS, YOU ARE DEEMED TO AGREE TO THE MODIFIED TERMS. IF THE MODIFIED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECORSE IS TO CEASE USING THE PLATFORM
1. RIGHT TO ACCESS AND USE THE PLATFORM
The Platform is designed to provide hospitals, medical institutions and healthcare providers (our “Customers”) with access to data and information relating to medical guidance shared by other hospitals, medical institutions and healthcare providers (the “Third-Party Content”). As a Customer, you will be able to access Third-Party Content through the Platform, but you will not be able to upload any content to the Platform.
Subject to the terms and conditions of this Agreement, C8 Health hereby grants you during the Term set forth on the applicable Order Form, a limited, non-exclusive, non-transferable, non sublicensable right, to access and use the Platform solely for your internal business purposes. For purposes of these Terms and Conditions, “Order Form” means an order form signed by C8 Health and you for you to receive access to the Platform.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (ii) modify, adapt, or translate the Platform, or any portion or component thereof; (iii) make any copies of the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vi) use the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of C8 Health in each instance; (ix) use the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
If you violate this section, C8 Health reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion thereof, without notice. C8 Health reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.
2. AUTHORIZED USERS
Your employees and independent contractors who access and use the Platform on your behalf are referred to herein as “Authorized Users.” Each Authorized User must have a password and username to access and use the Platform (collectively “Login Credentials”). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Platform, that is associated any Authorized User’s Login Credentials. You are also responsible for ensuring that your Authorized Users comply with these Terms and Conditions.
In exchange for your access to and use of the Platform, you agree to pay the fees set forth in the applicable Order Form via the payment method set forth in the applicable Order Form. You will keep your contact information, and payment-related information up to date.
4. TERM; TERMINATION
These Terms and Conditions, and your right to access and use the Platform, the C8 Health Content (as defined below) and the Third-Party Content, will commence upon your acceptance and will continue for an initial term set forth in the applicable Order Form. Thereafter, it will automatically renew for the renewal term set forth in the applicable Order Form, unless either of us notifies the other in writing, within thirty (30) days of expiration of the initial term or then-current renewal term, of its intention to not renew.
We reserve the right to change, suspend, discontinue or terminate your access and use of all or any part of the Platform, C8 Health Content or Third-Party Content at any time without prior notice or liability. Sections 3 (until all fees are paid), 4, and 6-15 shall survive the termination of these Terms and Conditions.
5. CODE OF CONDUCT
By accessing and/or using the Platform, you agree to comply with, and will ensure that your Authorized Users comply with, the following code of conduct (the “Code of Conduct”):
• You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful or otherwise fraudulent purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any information that:
o infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
o constitutes promotion or advertising of any third-party website, product or service; or
o is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity;
o discloses any sensitive information about another person, including that person’s e mail address, postal address, phone number, credit card information, or any similar information; or
o that you are not permitted to share due to any obligations of confidentiality to a third party.
• You will not “stalk,” threaten, or otherwise harass another person;
• You will not access or use the Platform to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
• You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; and
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or to any portion of the Platform if you or any Authorized User violates these Terms and Conditions.
6. INTELLECTUAL PROPERTY RIGHTS
We own all right, title, and interest in and to the Platform, all software, code and technology relating to the Platform, Aggregate Data (as defined below), any text, graphics, images, data and other materials provided by or on behalf of C8 Health, including any modifications, enhancements, improvements, upgrades, and derivate works thereof, together with all intellectual property rights therein and specifically excluding any Third-Party Content (collectively, the “C8 Health
Content”). The C8 Health Content is protected by copyright, trademark, and other intellectual property laws of the United States and foreign countries. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices on the Platform and C8 Health Content.
You may use the C8 Health Content for your own internal, non-commercial use. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original C8 Health Content. You may not sell, transfer, assign, license, sublicense, or modify the C8 Health Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the C8 Health Content in any way for any public or commercial purpose.
If you violate any part of these Terms and Conditions, your permission to access and/or use the Platform automatically terminates and you must immediately destroy any copies you have made of the C8 Health Content.
The trademarks, service marks, and logos of C8 Health (the “C8 Health Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of C8 Health. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with C8 Health
Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of C8 Health Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the C8 Health Content may be retransmitted without our express, written consent for each and every instance.
7. THIRD-PARTY CONTENT
The Third-Party Content that is provided through the Platform is owned by the third-party or its licensors. The Third-Party Content may be protected by copyright, trademark, and other intellectual property laws of the United States and foreign countries. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices on the Third
Party Content. You may use the Third-Party Content for your own internal, non-commercial use. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Third-Party Content. You may not sell, transfer, assign, license, sublicense, or modify the Third-Party Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Third-Party Content in any way for any public or commercial purpose. You agree to use the Third-Party Content at your own risk. We are not responsible for examining or evaluating the content, completeness, or accuracy of any Third-Party Content, and shall not be liable to you for any loss or damage arising out of or caused, in whole or in part, by your use of any such Third-Party Content. If the provider of the Third-Party Content ceases to make the Third-Party Content available through the Platform, we will cease to provide such Third-Party Content through the Platform without entitling you to any refund, credit or other compensation. In no event will C8 Health be responsible for any Third Party Content. If you violate any part of these Terms and Conditions, your permission to access and/or use the Platform automatically terminates and you must immediately destroy any copies you have made of the Third-Party Content.
8. USAGE DATA; AGGREGATE DATA
For purposes of these Terms and Conditions, “Usage Data” means anonymous, analytical data that C8 Health collects concerning the performance and use of the Platform by its users. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services (“Feedback”). Although we encourage you to e mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
10. EXTERNAL SITES
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (i) you are duly organized, validly existing, and in good standing under its jurisdiction of organization and have the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within your corporate powers and have been duly authorized by all necessary corporate action on your part, and constitute your valid and binding agreement; and (iii) you have the full power, authority, and right to perform your obligations and grant the rights and licenses it grants hereunder.
You will indemnify, defend, and hold C8 Health, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “C8 Health Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any C8 Health Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) any misuse of the Platform, the C8 Health Content and/or Third-Party Content; (iii) your negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
13. DISCLAIMERS; LIMITATION OF LIABILITY
THE PLATFORM, THE C8 HEALTH CONTENT, AND THE THIRD-PARTY CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE PLATFORM, THE C8 HEALTH CONTENT, AND THE THIRD-PARTY CONTENT INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE C8 HEALTH CONTENT, AND THE THIRD-PARTY CONTENT WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE C8 HEALTH CONTENT AND/OR THE THIRD-PARTY CONTENT; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM, THE C8 HEALTH CONTENT AND/OR THE THIRD-PARTY CONTENT. ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE PLATFORM, THE C8 HEALTH CONTENT AND/OR THE THIRD-PARTY CONTENT IS AR YOUR OWN AND SOLE RISK. THE PLATFORM, THE C8 HEALTH CONTENT AND/OR THE THIRD-PARTY CONTENT IS PROVIDED AS A CONVENIENCE ONLY AND SOLELY FOR INFORMATIONAL PURPOSES.
WE ARE NOT AFFILIATED WITH, DO NOT ENDORSE OR RECOMMEND, AND HAVE NO CONTROL OVER THIRD-PARTY PROVIDERS THAT PROVIDE THE THIRD-PARTY CONTENT, AND WE SHALL THEREFORE NOT BE RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY PROVIDERS THAT PROVIDE THIRD PARTY CONTENT.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, AND THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE (I) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUINSESS INTERRUPTION, OR DAMAGES RESULTING FROM: THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM; RELIANCE ON ANY C8 HEALTH CONTENT AND/OR THIRD-PARTY CONTENT; ANY INACCURACY OR OMMISSION IN ANY C8 HEALTH CONTENT AND/OR THIRD-PARTY CONTENT, IN EACH CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR DIRECT DAMAGES IN EXCESS OF THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
14. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the courts in the Switzerland for purposes of any such action by us.
Copyright 2023 C8 Health Inc. All rights reserved.