Terms and conditions
Last Updated: 10/2023
PLATFORM TERMS AND CONDITIONS
Last Updated: Oct 24, 2023
These terms and conditions (these “Terms and Conditions”) are a legal agreement between Customer (as defined below) (“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 clicking “I AGREE,” or otherwise manifesting assent to this Agreement (as defined below), when you sign up to access and use the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions and our Privacy Policy, which is hereby incorporated by reference (collectively, the “Agreement”). If you do not agree to these terms, you are not permitted to access or use the Platform.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you warrant and represent that you are an authorized representative of such company or legal entity with the power to contractually bind it to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right to modify this Agreement at any time, in which case we will use commercially reasonable efforts to notify you of such modifications by posting the modified Agreement on the Platform. If you continue to access or use the Platform after such modifications are posted on the Platform, you are deemed to agree to the modified terms. If the modified terms are not acceptable to you, your only recourse is to cease using the Platform.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms and Conditions shall have the meaning set forth in our Privacy Policy.
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 of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable right, to access and use the Platform solely for your internal business purposes.
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.
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.
USE OF PERSONAL INFORMATION
Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://c8health.com/privacy-policy, which is hereby incorporated by reference in its entirety.
FEES
The Platform is currently provided to you free of charge. However, we reserve the right to institute new or additional fees, at any time upon notice to you.
TERMINATION
We reserve the right, in our sole discretion, 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. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.
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:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
constitutes promotion or advertising of any third-party website, product or service; or
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;
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
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.
INTELLECTUAL PROPERTY
We own all right, title, and interest in and to the Platform, all software, code and technology relating to the Platform, 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.
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.
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. We retain all right, title and interest in and to the Aggregate Data. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
FEEDBACK
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.
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.
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.
INDEMNIFICATION
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.
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 ONE HUNDRED DOLLARS ($100).
BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
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 State of California for purposes of any such action by us.
MISCELLANEOUS
If the Agreement is terminated in accordance with the termination provision in Section 5 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “Indemnification,” “Disclaimers; Limitation of Liability,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” “and “Miscellaneous.”
You hereby grant us the right to use your name and/or logo for marketing and promotional purposes, including, without limitation, identifying you as a customer of ours on our website and elsewhere. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction when you access and/or use the Platform, the C8 Health Content and the Third-Party Content. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may freely assign or transfer any of our rights or obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2023 C8 Health Inc. All rights reserved.
PLATFORM TERMS AND CONDITIONS FOR CONTENT CREATORS
Last Updated: Oct 24, 2023
These terms and conditions (these “Terms and Conditions”) are a legal agreement between Content Creator (as defined below) (“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 clicking “I AGREE,” or otherwise manifesting assent to this Agreement (as defined below), when you sign up to access and use the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and Conditions and our Privacy Policy, which is hereby incorporated by reference (collectively, the “Agreement”). If you do not agree to these terms, you are not permitted to access or use the Platform.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you warrant and represent that you are an authorized representative of such company or legal entity with the power to contractually bind it to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right to modify this Agreement at any time, in which case we will use commercially reasonable efforts to notify you of such modifications by posting the modified Agreement on the Platform. If you continue to access or use the Platform after such modifications are posted on the Platform, you are deemed to agree to the modified terms. If the modified terms are not acceptable to you, your only recourse is to cease using the Platform.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms and Conditions shall have the meaning set forth in our Privacy Policy.
RIGHT TO ACCESS AND USE THE PLATFORM
The Platform is designed to provide hospitals, medical institutions and healthcare providers with access to data and information relating to medical guidance shared by other hospitals, medical institutions and healthcare providers (each, a “Content Creator”).
Subject to the terms and conditions of this Agreement, C8 Health hereby grants you during the term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable right, to access and use the Platform solely for uploading data and information relating to medical guidance (collectively, the “Content Creator Content”).
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.
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.
USE OF PERSONAL INFORMATION
Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://c8health.com/privacy-policy, which is hereby incorporated by reference in its entirety.
FEES
The Platform is currently provided to you free of charge. However, we reserve the right to institute new or additional fees, at any time upon notice to you.
TERMINATION
We reserve the right, in our sole discretion, to change, suspend, discontinue or terminate your access and use of all or any part of the Platform, at any time without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.
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:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
constitutes promotion or advertising of any third-party website, product or service; or
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;
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
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.
INTELLECTUAL PROPERTY
We own all right, title, and interest in and to the Platform, all software, code and technology relating to the Platform, 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 Content Creator 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.
CONTENT CREATOR CONTENT; LICENSES
You or your licensors retain all right, title and interest in and to your Content Creator Content. You are solely responsible for the accuracy, quality and legality of your Content Creator Content. You do, however, hereby grant C8 Health and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Content Creator Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
You expressly acknowledge and agree that once you submit Content Creator Content for inclusion into the Platform, there is no confidentiality or privacy with respect to such Content Creator Content that you may make available. YOU, AND NOT C8 HEALTH, ARE ENTIRELY RESPONSIBLE FOR ALL THE CONTENT CREATOR CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
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. We retain all right, title and interest in and to the Aggregate Data. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
FEEDBACK
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.
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.
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; (iii) you have the full power, authority, and right to perform your obligations and grant the rights and licenses it grants hereunder; (iv) you have all rights, licenses and permissions necessary to provide C8 Health with and grant C8 Health the rights granted hereunder with respect to Content Creator Content; (v) you have obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Content Creator Content provided hereunder; and (vi) you and your Authorized Users will not include in the Content Creator Content or otherwise make available through the Platform, any protected/personal health information, patient information, or any sensitive personal data that is otherwise regulated under applicable law or regulation.
INDEMNIFICATION
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, and/or the C8 Health Content; (iii) your negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; (iv) your Content Creator Content; or (v) 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: (a) promptly notifying you of the Claim; (b) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (c) providing you with sole control over the defense and negotiations for a settlement or compromise.
DISCLAIMERS; LIMITATION OF LIABILITY
THE PLATFORM AND THE C8 HEALTH 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 AND THE C8 HEALTH 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 AND THE C8 HEALTH CONTENT WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.
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 AND/OR ANY C8 HEALTH CONTENT; ANY INACCURACY OR OMMISSION IN ANY C8 HEALTH CONTENT, IN EACH CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100).
BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
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 State of California for purposes of any such action by us.
MISCELLANEOUS
If the Agreement is terminated in accordance with the termination provision in Section 5 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “Indemnification,” “Disclaimers; Limitation of Liability,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” “and “Miscellaneous.”
You hereby grant us the right to use your name and/or logo for marketing and promotional purposes, including, without limitation, identifying you as a customer of ours on our website and elsewhere. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction when you access and/or use the Platform and the C8 Health Content. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may freely assign or transfer any of our rights or obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2023 C8 Health Inc. All rights reserved.
