Effective Date: January 04, 2018
LIFECYCLE HEALTH INC.
TERMS OF SERVICE
1. Accepting the Terms
By using the Service, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Site website) or you are a “Member” (which means that you have registered with the Site). The term “you” or “User” refers to a Visitor or a Member. The term “we” refers to Lifecycle Health. If you wish to become a Member and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Lifecycle Health.
For healthcare provider Users only: If you are using the Site or the Services as a healthcare provider, you represent that you have the necessary legal authority to provide patient information to the Site and to enable use of this information by Lifecycle Health or those working on its behalf for the purposes described herein. To use the Service, you must read and agree to the terms in Lifecycle Health’s Business Associate Agreement (the “BA Agreement”). If you do not agree to the BA Agreement terms, do not use the Site or the Service. If you will be using the Service at your practice, you represent that your practice has agreed to the terms and conditions of the BA Agreement and your practice has authorized you to use the Service in performing your services at your practice. Before you continue, you should print or save a local copy of this Agreement for your records.
2. Privacy and your Personal Information
3. Description of the Service
The Service is a healthcare patient engagement and analytics service that allows Members, both patients and healthcare practitioners, to capture and monitor patient and population health related data. You may use the Service after you have (a) received it from a healthcare provider, insurance company or other entity (“Sponsor”), and (b) downloaded the Lifecycle Health application available through the internet platform via a browser, Apple iTunes, Google Play Store or other source (“Application”). Based on such information, the Service may also present information relating to third party products or services (“Lifecycle Health Offers”).
4. Protected Information, User Data and Use of Your Information
5. Account Information from Third Party Sites
With the Service, Members may direct Lifecycle Health to retrieve their own information maintained online by third-party marketing, aggregation and other service providers with which they have customer relationships, maintain accounts or engage in transactions (“Account Information”). Lifecycle Health will connect at your direction, and on your behalf, with such service providers to access this Account Information. The use of this functionality may involve the third-party operator providing certain information, including Personal Information, to us. For example, when you register with the Service, you may have an option to use your Facebook, Google or other account provided by a third-party site or application to facilitate the registration and log-in or transaction process on the Service, or otherwise link accounts. Lifecycle Health makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Lifecycle Health is not responsible for the products and services offered by or on third-party sites.
Lifecycle Health cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Lifecycle Health cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any User Data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Service, in the manner prescribed in the associated instructions.
6. Lifecycle Health Offers and Third-Party Links
Some parts of the Service may be supported by sponsored links from advertisers and display Lifecycle Health Offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information. We will not use PHI information to custom match Lifecycle Offers to you. If custom Lifecycle Health Offers are supported, the information stored in the Service to custom match Lifecycle Health Offers would be gathered based on you voluntarily providing this information to us. We will always disclose when a particular Lifecycle Health Offer is sponsored.
In connection with Lifecycle Health Offers, the Service may provide links to other web sites belonging to Lifecycle Health advertisers and other third parties. Lifecycle Health does not endorse, warrant or guarantee the products or services available through the Lifecycle Health Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored. Nothing herein or within the Site shall imply, or be interpreted to mean that any Sponsors or any healthcare provider Users endorse, recommend, warrant or guarantee the products or services available through the Lifecycle Health Offers (or any other third-party products or services advertised on or linked from the Site), whether or not sponsored.
7. Your Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login ID e-mail address or Username, allows you to access the Service. That Login ID, or Username, and password, together with any mobile number or other contact information you provide form your “Registration Information.”
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.
If you become aware of any unauthorized use of your Registration Information, you agree to notify Lifecycle Health immediately via our Contact Us form found at [http://www.lifecyclehealth.com/support].
8. Your Use of the Service
Your right to access and use the Site and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Site for lawful purposes.
Accurate records enable Lifecycle Health to provide the Service to you. You must provide true, accurate, current and complete information about your accounts maintained at other web sites, as requested in our “add account” setup forms, and you may not misrepresent your Registration Information. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or other actions that Lifecycle Health, in its sole discretion, may elect to take.
You agree that Lifecycle Health may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant Lifecycle Health a perpetual, exclusive, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Lifecycle Health in any way.
9. Not Medical Advice
Lifecycle Health does not offer medical advice or diagnoses, or engage in the practice of medicine. Our Service is not intended to be a substitute for professional medical advice, diagnosis, or treatment and is offered for informational purposes only. Always seek the advice of your physician or other qualified health provider with any questions regarding your medical condition or the use (or frequency) of any medication or medical device. Never disregard professional medical advice or delay in seeking it because of something you have read in connection with our Service.
You are solely responsible for any decisions or actions you take based on the information and materials available through the Service. Reliance on any information provided by Lifecycle Health or in connection with the Service is solely at your own risk.
If you think you may have a medical emergency, call your doctor or 911 immediately.
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING THE SERVICES OR THE SITE, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM LIFECYCLE HEALTH.
10. Alerts Provided By Lifecycle Health
Lifecycle Health may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes made to your Lifecycle Health account. Voluntary account alerts may be turned on by default as part of the Service. Some of these alerts may then be customized, deactivated or reactivated by you. These alerts allow you to choose certain alert messages for your accounts. Lifecycle Health may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.
Electronic alerts will be pushed to the Lifecycle Health Application, presented when you access the Service with a web browser or mobile app, or can be sent to the email address you have provided as your primary email account address for Lifecycle Health. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. You can also choose to have certain alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts. Anyone with access to your email will be able to view the content of these alerts.
You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Lifecycle Health will do its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Lifecycle Health shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
11. Commercial Use Requires Separate Agreement
As noted above, the Service (including without limitation, any Content) is provided to you for your personal, non-commercial use. If you are interested in using Lifecycle Health in a professional or commercial environment, you must contact Lifecycle Health to obtain and agree to the BA Agreement.
12. Rights You Grant to Us
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Lifecycle Health through the Service, you hereby automatically grant Lifecycle Health a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data non-publicly and internally to Lifecycle Health solely for the purposes of providing the Service. Lifecycle Health may use and store the content to provide the Service to you. You agree that the license includes the right to copy, analyze and use any of your User Data as Lifecycle Health may deem necessary or desirable for purposes of debugging, testing, or providing support or development Service in connection with the Service and future improvements to the Service. We may also use data in an aggregated form for our own purposes. By submitting this content to Lifecycle Health, you represent that you are entitled to submit it to Lifecycle Health for use for this purpose, without any obligation by Lifecycle Health to pay any fees or other limitations.
By using the Service, you expressly authorize Lifecycle Health to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Lifecycle Health will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit Lifecycle Health to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant Lifecycle Health a limited power of attorney, and appoint Lifecycle Health as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN LIFECYCLE HEALTH IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, LIFECYCLE HEALTH IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.
Upon acceptance of this Agreement, Lifecycle Health hereby grants you a non-exclusive, non- transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in this Agreement and expressly conditioned upon your account remaining active, in good standing, and in full compliance with this Agreement. You agree that you will not (i) allow any person or entity not authorized by Lifecycle Health to use or access the Site or your account, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) alter or modify the Software, (iv) sell, assign, sublicense, rent, lease or otherwise transfer the Service, Software or any rights in connection therewith, or (v) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
14. Lifecycle Health’s Intellectual Property Rights
The contents of the Site, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Site belong or are licensed to Lifecycle Health or its software or content suppliers. Lifecycle Health grants you the right to view and use the Site subject to these terms. You may download or print a copy of information provided on the Site for your personal, internal and non- commercial use only. Any distribution, reprint or electronic reproduction of any content from the Site in whole or in part for any other purpose is expressly prohibited without our prior written consent.
15. Access and Interference You agree that you will not:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site, without Lifecycle Health’s express written consent, which may be withheld in Lifecycle Health’s sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Site or the Service; or
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or the Service.
16. Rules for Posting
As part of the Service, Lifecycle Health may allow Members to post content on bulletin boards, blogs and at various other publicly available locations on the Site. Lifecycle Health shall ensure that all such bulletin boards, blogs and other publicly available locations shall be clearly marked as “public” and shall contain a warning stating that these areas of the Site are not private and are viewable by persons that are not part of the Members healthcare team. These forums may be hosted by Lifecycle Health’s or by one of our third party service providers on Lifecycle Health’s behalf. You agree in posting content to follow certain rules.
- You are responsible for all content you submit to the Site.
- By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Site and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Site and under this Agreement.
- You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
- You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
- You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Site, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
- Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
- You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of the Site that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
- You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
- You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid- up, royalty free license to use the feedback you provide to us in any way.
Social Media Sites
18. Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LIFECYCLE HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
LIFECYCLE HEALTH MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITE OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LIFECYCLE HEALTH MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
19. Limitations on Lifecycle Health’s Liability
LIFECYCLE HEALTH SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF LIFECYCLE HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LIFECYCLE HEALTH’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
20. Your Indemnification of Lifecycle Health
You agree to forever indemnify, defend, and hold harmless Lifecycle Health, Lifecycle Health’s licensors and affiliates and our respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
i. your access to or use of the Service, the Site, or the Software;
ii. your violation of any of the provisions of this Agreement;
iii. any activity related to your account by you or any other person accessing the Site or Service through your account, including, without limitation, negligent or wrongful conduct; or
iv. your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.
Lifecycle Health reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
21. Subscription Fees
The Service may be offered on a free basis, and Lifecycle Health may also offer additional features and functions for the Service for those Members who wish to subscribe to the paid version of the Service. For the paid version of the Service, You are responsible for all fees relating to your subscription for the Service, as subscribed to by you upon registration or renewal of the Service via the Site (the “Subscription Fees”) and agree to pay such Subscription Fees when due. The period covered by the Subscription Fees shall be the “Subscription Period.” Subscription Fees may be paid by credit card or other approved methods as set forth on the Site. The first month of the Service is prorated based on the calendar days remaining in the particular month at the pricing tier selected by you provided that fees are corrected as follows: for the previous month, Lifecycle Health will charge the lower of any overage cost for usage in excess of the pricing tier you selected versus the retroactive upgrade cost to the next higher tier. The subsequent month is charged at then current pricing tier. You agree that any Subscription Fees paid for the Service are non-refundable, including in the event of termination of the Service by You, or by Lifecycle Health, prior to the expiration of the Subscription Period.
22. Termination; Cancellation
Lifecycle Health is continually evolving and innovating. We reserve the right to change the Site, the content we offer, or our Service, and the products or Service you may access at any time without notice. We may discontinue offering our Service or Site and we may suspend or terminate your right to use our Service or Site at any time, in the event that you breach this Agreement, for any reason, or for no reason at all, in our sole discretion, and without prior notice to you. After such termination, Lifecycle Health will have no further obligation to provide the Service, except to the extent we are obligated to provide you access to your health records or Sponsors are required to provide you with continuing care under their applicable legal, ethical and professional obligations to you. Upon termination of your right to use our Service or Site or our termination of the Service or Site, all licenses and other rights granted to you by this Agreement will immediately terminate. You may terminate your account at any time and for any reason by completing and submitting the Contact Us form found at [http://www.lifecyclehealth.com/support]. Upon any termination, your account will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such a request by Lifecycle Health. Your obligations under this Agreement survive and extend past any termination or suspension of our Service to you. Specifically, Section 6, 7, 8, 14, 16, 20, 22 and 24 shall survive and remain in full force and effect. You must cancel your use of the Services prior to the next month in order to avoid additional fees, otherwise the pricing tiers will automatically renew each month unless the Service was cancelled or ceased to be provided by Lifecycle Health, in which event all fees shall cease coterminous with the cessation of the Service.
Lifecycle Health may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
24. Governing Law and Forum for Disputes
This Agreement, and your relationship with Lifecycle Health under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of law provisions. Any dispute with Lifecycle Health, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Superior Court of California within the county of Santa Clara, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Lifecycle Health may seek such relief in any court with jurisdiction over the parties.
You also acknowledge and understand that, with respect to any dispute with Lifecycle Health, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Lifecycle Health does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Lifecycle Health has the benefit of under any applicable law), this will not be taken to be a formal waiver of Lifecycle Health’s rights and that those rights or remedies will still be available to Lifecycle Health.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
This Agreement represents the entire understanding and agreement between you and Lifecycle Health regarding the subject matter of the same, and supersedes all other previous agreements.
4817-7050-2701, v. 5