Menu
Effective Date: August 6, 2024
Welcome to the Terms of Use (“Terms”) for the OtisHealth, Inc. platform currently provided via the Company’s mobile apps and online platforms (the “Company Platform” or “Platform”), which is brought to you by OtisHealth, Inc. (“Company”, “we”, “our” or “us”), and available through web browsers and by downloading from the Apple App Store and the Android Play Store.
PLEASE READ THESE TERMS (INCLUDING THE PRIVACY POLICY FOR THE COMPANY PLATFORM, LOCATED HERE, WHICH IS INCORPORATED HEREIN BY REFERENCE) CAREFULLY AND IN THEIR ENTIRETY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE COMPANY PLATFORM. BY USING THE COMPANY SERVICES, YOU ARE ACCEPTING THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE COMPANY PLATFORM.
The Company Platform
The Company Platform provides a personal health management system that allows users to take control of your personal health records, retrieve and share medical history, receive health-related reminders, and to gain insights into your health.
Your Account
All users, regardless of whether you intend to be a Member, must create an account with us (“Account”) to access and use the Company Platform.
You can create an Account for the Company Platform if you: (a) agree to be bound by these Terms, (b) are at least 18 years of age, (c) are not representing an entity in the creation of your Account, and (d) submit certain information about yourself, including personally identifiable information, to us through the Company Platform as prompted during the Account registration process. We will delete your Account if we find out that you are not at least 18 years of age. At this time, the Company Platform is also for use by individuals only, not companies, so we may delete your Account if you are setting it up for a company and not for yourself, as determined by us in our sole discretion.
Once you have created an Account through the Company Platform, we will provide you with a username and password for accessing your Account. In addition to the information provided during the registration process, you can also choose to provide additional information about yourself through your Account on the Company Platform, including pictures and other personal information about yourself (collectively, “Account Information”).
The Company Platform allows you to view and update your Account Information, including your email address. You are responsible for all activity that occurs through your Account, including the purchase of products and services and your participation, if any, in activities arising from your use of the platform. You agree to maintain the security and secrecy of your Account’s username and password.
Your Use of the Company Platform
Your Licenses
Subject to, and conditioned upon, your compliance with the terms and conditions set forth in these Terms, including the restrictions on your use of the Company Platform, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Company Platform for your personal, non-commercial use.
YOU MAY NOT USE THE COMPANY PLATFORM IN ANY WAY NOT EXPRESSLY APPROVED IN YOUR ABOVE LICENSE.
Confidentiality
You agree to maintain as confidential any information received from any other user and not share, disclose or use the information other than as permitted by these Terms.
Restrictions on Use of the Company Platform
By accessing or using the Company Platform, you agree not to use it to collect, upload, transmit, display or distribute any content or material that we determine, in our sole discretion:
● violates any third party’s right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;
● is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, profane, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable;
● is harmful to minors in any way; or
● is in violation of any law, regulation, obligation or other similar restrictions imposed by any third party, including any confidentiality obligations from former employers.
Additionally, you shall not, and shall not permit others to:
● use the Company Platform for any unlawful purpose or for any commercial activities, including without limitation collecting data or market research, promoting or advertising, raising money, marketing or otherwise using the Company Platform in a manner not consistent with your license and the purpose of the Company Platform;
● provide purposefully untruthful or inaccurate advice that other users may rely upon in a detrimental manner;
● mention other people by name in your advice without their prior consent, except for public figures and celebrities who are generally known to the public;
● impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
● modify, translate, adapt or otherwise create derivative works or improvements of the Company Platform or the content and materials that we make available to you;
● reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Company Platform;
● remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from or contained on the Company Platform, including any copy thereof;
● rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Company Platform or any features or functionality thereof to any third party;
● remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Company Platform;
● upload, transmit or distribute to or through the Company Platform any computer viruses or any software intended to damage or alter a computer system or data; or
● use software or automated agents or scripts to generate automated searches, requests or queries to, or strip, scrape, or mine data from, the Company Platform.
We reserve the right to delete or deactivate your Account and deny you access to all or part of the Company Platform if we believe that you have violated or will violate these Terms.
Third-Party Content
The Company Platform may contain links to third-party websites and services (“Third-Party Links”). We are not responsible for any Third-Party Links, and we do not approve, monitor, endorse, warrant or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution, diligence and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and information gathering practices.
Your Privacy
All of the information we collect through or in connection with your use of the Company Platform is subject to the Company Privacy Policy, which is incorporated by reference into these Terms. Please read the Company Privacy Policy carefully before using the Company Platform.
Charges and Compensation
There are no fees associated with downloading, accessing or using the Company Platform, and it is offered for individual use on a free of charge basis.
We do not ask for, receive, or store users’ financial information.
Intellectual Property Rights
Our Content
Subject only to the express licenses we grant you in these Terms, as between you and us, we own all right, title and interest in all original content, features and functionality found on, provided by or embodied in the Company Platform, including without limitation any software, computer code (including source code or object code), copyright-protected works, trademarks, trade dress, service marks, logos, visual interfaces, graphics, design, compilation, information, data, sound files, other files and the selection and arrangement thereof (“Our Content”). Our Content is protected by copyright, trademark, and other intellectual property and related laws of both the United States and foreign countries. You may not distribute, modify, transmit, reuse, download, repost, copy or use Our Content, whether in whole or in part, outside the scope of the express license grants provided to you in these Terms.
We reserve all rights to Our Content not expressly granted in these Terms. You acknowledge and agree that the Company Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Company Platform or Our Content under these Terms.
Your Content
As between you and us, you are the exclusive owner of the content and information you provide and any other content you submit or post through the Company Platform, including your Account Information and any messages sent in connection with a [transaction] (collectively, “Your Content”); provided, however, that you grant us (and those we work with, including third-party service providers) a worldwide, perpetual, irrevocable, transferrable, sublicensable license to use, host, store, display, reproduce, modify and create derivative works of Your Content.
When you submit Your Content, you represent and warrant to us that Your Content is accurate and truthful, is your original creation or that you otherwise have the right to provide Your Content, that you have the rights necessary to grant the foregoing license to Your Content and that our use of Your Content as permitted by the foregoing license does not and will not infringe or misappropriate the intellectual property or moral rights of any person.
We are not responsible for the accuracy, appropriateness or legality of Your Content. You acknowledge that we have no obligation to monitor any of Your Content, but we reserve the right to review and monitor Your Content for compliance with these Terms. Regardless, you bear sole responsibility for adequate security, protection and backup of Your Content. We will have no liability to you for any unauthorized access or use of any of Your Content or any corruption, deletion, destruction or loss of any of Your Content.
Feedback
We appreciate hearing from you and welcome your comments about the Company Platform, including whether you like it, what is most useful, any malfunctions, downtime, inappropriate content or complaints (collectively, “Feedback”). You can submit Feedback to us by emailing us at feedback@otishealth.com. Any Feedback you submit shall be Your Content.
Term and Termination
We reserve the right to modify, suspend or terminate the Company Platform at any time in our sole discretion. Additionally, we may terminate, suspend or deactivate your Account or prohibit you from using or accessing the Company Platform for any reason, without notice, at any time and without liability to you. If your Account is terminated or deactivated, all licenses and other rights granted to you in these Terms shall immediately cease and you will not be owed a refund of any products or services purchased prior to such termination or deactivation.
Update and Support
We may, from time to time and in our sole discretion, develop and provide updates to the Company Platform which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety current features and functionality. You agree that all Updates will be deemed part of the Company Platform and shall be subject to these Terms.
Notwithstanding the above paragraph, you acknowledge and agree that we have no obligation to: (a) provide you with technical support, (b) provide any Updates, or (c) continue to provide or enable any features or functionality of the Company Platform.
Platform is Not a Medical Device or Diagnostic Tool
The Platform, and any information obtained through it, is neither a medical device or diagnostic tool, nor is it intended to be medical advice. It does not take the place of medical and healthcare advice and services that you may receive from a physician or medical professional. The Platform is not intended, and must not be taken, to constitute the practice of medicine by OtisHealth; therefore, use of the Platform does not create a doctor/patient or provider/patient relationship with OtisHealth or any third party. If you have a medical condition and have questions about your health records, diagnoses, and treatments, you must seek the advice of a qualified physician or medical professional.
Warranties; Disclaimer of Warranties
Your Representations and Warranties
You represent and warrant to us that: (a) all of the required Account information you submit is truthful and accurate, and you will maintain the accuracy of such information; (b) you have full power and authority to enter into these Terms; and (c) Your Content and your use of the Company Platform does not and shall not violate any laws or infringe or misappropriate any third party’s intellectual property rights.
Our Disclaimer of Warranties
When using the Platform to request or upload external medical data, such as your electronic health records, we do not and cannot verify the completeness or accuracy of the information provided by external sources. We cannot guarantee an external organization will respond to a request to provide you with your electronic health records. We cannot guarantee that the electronic health records format an external organization uses can be properly uploaded and recorded into the Company Platform. You may choose to use the Company Platform to share your health information with other users of the Company Platform and with external organizations such as medical service providers and clinical research organizations. Once you have shared this information, the Company has no control on what those other users and external organization may do with your information. It is your responsibility to assess the risk of sharing your information with any other person or organization.
We do not guarantee or warrant any offers, invitations, recommendations or reviews that you view or receive while using the Company Platform. You understand that you should not rely solely on any advice or information received through the Company Platform to make any commercial, personal or other decisions.
You also understand that we cannot and do not guarantee or warrant: that the Company Platform, or any files, content or information available for download from the internet or through the Company Platform (including Third-Party Links), will be free of viruses or other harmful code. You alone are responsible for implementing sufficient procedures to satisfy your particular requirements for antivirus protection, accuracy of data and for maintaining a means external to the Company Platform for any reconstruction of any lost data.
THE COMPANY PLATFORM AND OUR CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE ADVICE PROVIDED THROUGH THE COMPANY PLATFORM WILL BE ACCURATE, HELPFUL, OR SOLVE ANY PARTICULAR PROBLEM, ISSUE OR CONCERN, OR THAT THE COMPANY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE ADVICE OR OTHER CONTENT THAT IS PROVIDED OR MADE AVAILABLE THROUGH THE COMPANY PLATFORM.
Indemnification
You agree to indemnify and hold us and our officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (a) your use of the Company Platform and any other uses of the same through your Account; (b) your breach or violation of any of these Terms, including without limitation the restrictions on use provided herein, or any applicable laws or regulations; (c) our use of Your Content; or (d) your violation of the rights of any third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of such claims. You agree not to settle any claims without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Limitation of Liability
WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, LOST PROPERTY, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE COMPANY PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU IN CONNECTION YOUR USE OF THE COMPANY PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
Informal Dispute Resolution
For any dispute between you and us, you agree to first contact us and attempt to resolve the dispute informally.
Notice
You agree that we may provide notices to you through: (a) a prominent notice when you log in to your Account or a message sent to your Account; (b) an email sent to an address associated with your Account; or (c) through other means deemed sufficient by us, including without limitation telephone or mail. You agree to keep the contact information associated with your Account up to date.
You agree that the only way to provide legal notice to us is by email message sent to: notice@otishealth.com.
Governing Law and Arbitration
Any dispute, claim or controversy arising from or relating to these Terms or your use of the Company Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration by the American Arbitration Association applying California law. The place of arbitration shall be San Francisco, California. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. Arbitration shall be mandatory and binding on the parties. By using the Company Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms or the Company Platform.
General Terms
We reserve the right to change these Terms at any time. Amendments will be effective upon our providing notice of such updated Terms to you (a) by email sent to the address associated with your Account, or (b) by posting a prominent notice of such change on the Company Platform. Your continued access or use of the Company Platform after such notice constitutes your consent to be bound by the amended Terms. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and be enforceable. These Terms, together with any commercial agreement you may enter into with us, are the complete and exclusive statement of the terms and conditions governing your use and access of the Company Platform, and they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction. You agree that your Account is non-transferable and your rights to the content within your Account terminate upon your death.
Effective Date: August 6, 2024
Welcome to the Terms of Use (“Terms”) for the OtisHealth, Inc. (“Company”, “we”, “our” or “us”) platform currently provided via the Company’s mobile apps and online platforms (the “Company Platform” or “Platform”), and available through web browsers and by downloading from the Apple App Store and the Android Play Store.
PLEASE READ THESE TERMS (INCLUDING THE PRIVACY POLICY FOR THE COMPANY PLATFORM, LOCATED HERE, WHICH IS INCORPORATED HEREIN BY REFERENCE) CAREFULLY AND IN THEIR ENTIRETY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE COMPANY PLATFORM. BY USING THE COMPANY SERVICES, YOU ARE ACCEPTING THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE COMPANY PLATFORM.
THE COMPANY PLATFORM
The Company Platform, which is powered by OtisHealth, provides a health management system that allows (1) providers the ability to enroll patients, assign patients certain medical device measurement tasks, and review and monitor a patient’s medical device readings and (2) patients the ability to connect and sync medical devices, and then track and share their medical device readings with caregivers and healthcare providers. “Providers” refers to healthcare practices and healthcare providers, including non-clinical staff members. “Patients” refers to individuals who seek or receive medical, diagnostic, therapeutic, or preventive healthcare services from licensed or authorized healthcare providers.
YOUR ACCOUNT
All providers and patients (“Users”) must create an account with us (“Account”) to access and use the Company Platform.
As a User, you can create an Account on the Company Platform if you: (a) agree to be bound by these Terms, (b) are at least 18 years of age, and (c) submit certain information about yourself, including personally identifiable information, to us through the Company Platform as prompted during the Account registration process. We will delete your Account if we find out that you are not at least 18 years of age. Once you have created an Account through the Company Platform, we will provide you with a username and password for accessing your Account. In addition to the information provided during the registration process, you can also choose to provide additional information about yourself through your Account on the Company Platform, including pictures and other personal information about yourself (collectively, “Account Information”).
The Company Platform allows you to view and update your Account Information, including your email address. You are responsible for all activity that occurs through your Account, including the purchase of products and services and your participation, if any, in activities arising from your use of the platform. You agree to maintain the security and secrecy of your Account’s username and password.
YOUR USE OF THE COMPANY PLATFORM
Your Licenses
Subject to, and conditioned upon, your compliance with the terms and conditions set forth in these Terms, including the restrictions on your use of the Company Platform, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Company Platform for your personal use.
YOU MAY NOT USE THE COMPANY PLATFORM IN ANY WAY NOT EXPRESSLY APPROVED IN YOUR ABOVE LICENSE.
Confidentiality
You agree to maintain as confidential any information received from any other user and not share, disclose or use the information other than as permitted by these Terms.
Restrictions on Use of the Company Platform
By accessing or using the Company Platform, you agree not to use it to collect, upload, transmit, display or distribute any content or material that we determine, in our sole discretion:
● violates any third party’s right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;
● is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, profane, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable;
● is harmful to minors in any way; or
● is in violation of any law, regulation, obligation or other similar restrictions imposed by any third party, including any confidentiality obligations from former employers.
Additionally, you shall not, and shall not permit others to:
● use the Company Platform for any unlawful purpose, including without limitation collecting data or market research, promoting or advertising, raising money, marketing or otherwise using the Company Platform in a manner not consistent with your license and the purpose of the Company Platform;
● provide purposefully untruthful or inaccurate advice that other users may rely upon in a detrimental manner;
● mention other people by name in your advice without their prior consent, except for public figures and celebrities who are generally known to the public;
● impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
● modify, translate, adapt or otherwise create derivative works or improvements of the Company Platform or the content and materials that we make available to you;
● reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Company Platform;
● remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from or contained on the Company Platform, including any copy thereof;
● rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Company Platform or any features or functionality thereof to any third party;
● remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Company Platform;
● upload, transmit or distribute to or through the Company Platform any computer viruses or any software intended to damage or alter a computer system or data; or
● use software or automated agents or scripts to generate automated searches, requests or queries to, or strip, scrape, or mine data from, the Company Platform.
We reserve the right to delete or deactivate your Account and deny you access to all or part of the Company Platform if we believe that you have violated or will violate these Terms.
Third-Party Content
The Company Platform may contain links to third-party websites and services (“Third-Party Links”). We are not responsible for any Third-Party Links, and we do not approve, monitor, endorse, warrant or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution, diligence and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and information gathering practices.
Your Privacy
All of the information we collect through or in connection with your use of the Company Platform is subject to the Company Privacy Policy, which is incorporated by reference into these Terms. In addition, Providers are subject to the Stripe payment platform privacy policy. Please read the Company Privacy Policy carefully before using the Company Platform.
CHARGES AND COMPENSATION
For Patient users, does not charge fees for downloading, accessing or using the Company Platform. We do not ask for, receive, or store Patient users’ financial information.
For Provider users, there is a one-time registration fee and a “per patient/per month” fee for patients enrolled into the Provider’s RPM by OtisHealth program.
Services Provided
We provide products and/or services (“Services”) which you can purchase using Stripe Checkout, a third-party payment processor. All transactions are subject to Stripe’s terms and conditions.
Stripe Account Registration
To use our Services, you may be required to create a Stripe account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
Payment and Billing
We accept payments via Stripe Checkout. By providing a payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize Stripe to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges).
All billing information provided must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms and may result in cancellation of your order.
If there is a dispute regarding your payment, you agree to contact us directly to resolve the issue. Stripe may also handle disputes under their own policies and procedures.
All sales are final unless otherwise stated.
INTELLECTUAL PROPERTY RIGHTS
Our Content
Subject only to the express licenses we grant you in these Terms, as between you and us, we own all right, title and interest in all original content, features and functionality found on, provided by or embodied in the Company Platform, including without limitation any software, computer code (including source code or object code), copyright-protected works, trademarks, trade dress, service marks, logos, visual interfaces, graphics, design, compilation, information, data, sound files, other files and the selection and arrangement thereof (“Our Content”). Our Content is protected by copyright, trademark, and other intellectual property and related laws of both the United States and foreign countries. You may not distribute, modify, transmit, reuse, download, repost, copy or use Our Content, whether in whole or in part, outside the scope of the express license grants provided to you in these Terms.
We reserve all rights to Our Content not expressly granted in these Terms. You acknowledge and agree that the Company Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Company Platform or Our Content under these Terms.
FEEDBACK
We appreciate hearing from you and welcome your comments about the Company Platform, including whether you like it, what is most useful, any malfunctions, downtime, inappropriate content or complaints (collectively, “Feedback”). You can submit Feedback to us by emailing us at feedback@otishealth.com. Any Feedback you submit shall be Your Content.
TERM AND TERMINATION
We reserve the right to modify, suspend or terminate the Company Platform at any time in our sole discretion. Additionally, we may terminate, suspend or deactivate your Account or prohibit you from using or accessing the Company Platform for any reason, including non-payment, without notice, at any time and without liability to you. If your Account is terminated or deactivated, all licenses and other rights granted to you in these Terms shall immediately cease and you will not be owed a refund of any products or services purchased prior to such termination or deactivation.
In the event your access to the Company Platform is terminated or operation of the Company Platform is discontinued as to all users, you will have three (3) months to download your personal records from the Platform. After such period, the Company will not maintain your records, so it is important that you download such records when notified. Notification of termination will be delivered to the user email address established for your account.
Similarly, you may cancel your account at any time, and such cancellation shall be effective three (3) months after notice of cancellation is received in order to give you time to download and retain patient records. However, the privacy and the warranty terms herein shall survive the cancellation.
UPDATES AND SUPPORT
We may, from time to time and in our sole discretion, develop and provide updates to the Company Platform which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety current features and functionality. You agree that all Updates will be deemed part of the Company Platform and shall be subject to these Terms.
Notwithstanding the above paragraph, you acknowledge and agree that we have no obligation to: (a) provide you with technical support, (b) provide any Updates, or (c) continue to provide or enable any features or functionality of the Company Platform.
PLATFORM IS NOT A MEDICAL DEVICE OR DIAGNOSTIC TOOL
The Platform, and any information obtained through it, is neither a medical device or diagnostic tool, nor is it intended to be medical advice. It does not take the place of medical and healthcare advice and services that you may receive from a physician or medical professional. The Platform is not intended, and must not be taken, to constitute the practice of medicine by OtisHealth; therefore, use of the Platform does not create a doctor/patient or provider/patient relationship with OtisHealth or any third party. If you have a medical condition and have questions about your health records, diagnoses, and treatments, you must seek the advice of a qualified physician or medical professional.
WARRANTIES; DISCLAIMER OF WARRANTIES
Your Representations and Warranties
You represent and warrant to us that: (a) all of the required Account information you submit is truthful and accurate, and you will maintain the accuracy of such information; (b) you have full power and authority to enter into these Terms; and (c) Your Content and your use of the Company Platform does not and shall not violate any laws or infringe or misappropriate any third party’s intellectual property rights.
Our Disclaimer of Warranties to Providers
When using the Platform to view, read, request, download or share medical data, such as electronic health records, we do not and cannot verify the completeness or accuracy of the information provided by external sources, including home health monitoring devices. We cannot guarantee that the electronic health records format an external organization uses is, or can be, properly synchronized with, uploaded on, recorded to or represented on the Company Platform.
Our Disclaimer of Warranties to Patients
You may choose to use the Company Platform to share your health information with other users of the Company Platform and with external organizations such as medical service providers and clinical research organizations. Once you have shared this information, the Company has no control over what those other users and external organizations may do with your information. It is your responsibility to assess the risk of sharing your information with any other person or organization.
We do not guarantee or warrant any offers, invitations, recommendations or reviews that you view or receive while using the Company Platform. You understand that you should not rely solely on any advice or information received through the Company Platform to make any commercial, personal or other decisions.
Our Additional Disclaimer of Warranties to both Providers and Patients
You also understand that we cannot and do not guarantee or warrant: that the Company Platform, or any files, content or information available for download from the internet or through the Company Platform (including Third-Party Links), will be free of viruses or other harmful code. You alone are responsible for implementing sufficient procedures to satisfy your particular requirements for antivirus protection, accuracy of data and for maintaining a means external to the Company Platform for any reconstruction of any lost data.
THE COMPANY PLATFORM AND OUR CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE ADVICE PROVIDED THROUGH THE COMPANY PLATFORM WILL BE ACCURATE, HELPFUL, OR SOLVE ANY PARTICULAR PROBLEM, ISSUE OR CONCERN, OR THAT THE COMPANY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE ADVICE OR OTHER CONTENT THAT IS PROVIDED OR MADE AVAILABLE THROUGH THE COMPANY PLATFORM.
INDEMNIFICATION
You agree to indemnify and hold us, each of our parents, subsidiaries and affiliates and each of their respective officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (a) your use of the Company Platform and any other uses of the same through your Account; (b) your breach or violation of any of these Terms, including without limitation the restrictions on use provided herein, or any applicable laws or regulations; (c) our use of Your Content; or (d) your violation of the rights of any third party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of such claims. You agree not to settle any claims without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION ON LIABILITY
WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, LOST PROPERTY, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE COMPANY PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU IN CONNECTION YOUR USE OF THE COMPANY PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
INFORMAL DISPUTE RESOLUTION
For any dispute between you and us, you agree to first contact us and attempt to resolve the dispute informally.
NOTICE
You agree that we may provide notices to you through: (a) a prominent notice when you log in to your Account or a message sent to your Account; (b) an email sent to an address associated with your Account; or (c) through other means deemed sufficient by us, including without limitation telephone or mail. You agree to keep the contact information associated with your Account up to date.
You agree that the only way to provide legal notice to us is by email message sent to: notice@otishealth.com.
GOVERNING LAW AND ARBITRATION
Any dispute, claim or controversy arising from or relating to these Terms or your use of the Company Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration by the American Arbitration Association applying California law. The place of arbitration shall be San Francisco, California. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. Arbitration shall be mandatory and binding on the parties. By using the Company Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms or the Company Platform.
GENERAL TERMS
We reserve the right to change these Terms at any time. Amendments will be effective upon our providing notice of such updated Terms to you (a) by email sent to the address associated with your Account, or (b) by posting a prominent notice of such change on the Company Platform. Your continued access or use of the Company Platform after such notice constitutes your consent to be bound by the amended Terms. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and be enforceable. These Terms, together with any commercial agreement you may enter into with us, are the complete and exclusive statement of the terms and conditions governing your use and access of the Company Platform, and they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction. You agree that your Account is non-transferable and your rights to the content within your Account terminate upon your death.
