By clicking ‘accept,’ or using or accessing the Services, you agree to the terms of this Agreement. If you do not have authority to enter into this Agreement, or if you do not agree with its terms, do not click ‘accept’ and do not use or access the Services. The date you click ‘accept’ or first uses or access the Services will be the “Effective Date” of this Agreement.
Company reserves the right to modify or supplement any or all of the terms of this Agreement from time to time without notice to you. Company reserves the right, in its sole discretion, to restrict, change, suspend, or terminate access to all or any part or aspect of the Services, including the availability of any feature, database, information, or content, at any time and without prior notice or liability. Continued use of the Services following posting of any changes to the terms of the Agreement constitutes your acceptance of the changes. If you do not agree with the terms of this Agreement at any time, you are required to stop using the Services. Company encourages you to print a copy of this Agreement for your records.
1. Your Account. To use portions of the Services, you are required to register with Company to access certain resources or services offered from time to time by the Services. You will be required to select a username and password, and provide personal information including your name, phone number, and email address. You agree to provide information that is true, accurate, complete, current, and not misleading. You are solely responsible for maintaining the confidentiality of your password. You agree to immediately notify Company if you know or suspect that your account is being accessed or used without authorization. Notwithstanding the foregoing sentence, you are fully responsible for all activity on your account, including but not limited to, use of your account by any third party. Company reserves the right, in its sole discretion, to (i) deny access to, or temporarily or permanently suspend, your account at any time and for any reason or no reason, or (ii) refuse registration of, or cancel passwords it deems inappropriate. You may delete your account at any time, for any reason, by following the instructions through the Services.
2. Restrictions and Responsibilities.
(a) Restrictions. You will not, directly or indirectly, and will not allow any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (the “Software”) or any part thereof; (ii)modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of any third party; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer the Services or any Software; (v) bypass or breach any security device or protection of the Services or Software; (vi) input, upload, transmit or otherwise provide to or through the Services or Software, any information or material that are unlawful, injurious, malicious, or contains, transmits or activates any harmful code; (vii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Software, or Company’s provision of services to any third party, in whole or in part; (viii) access or use the Services or Software for purposes of competitive analysis of the Services or Software or development of a competing service or product; (ix) remove any proprietary notices or labels; (x) violate the rights of others, including without limitation the privacy of its patients; or (xi) violate any applicable law. You are prohibited from violating or attempting to violate the security of the Services, or otherwise abusing the Services. The framing, mirroring, scraping or data-mining of the Services or any of its content in any form and by any method is strictly prohibited. You may not access the Services through spiders, robots or any other software programs or electronic means that perform multiple, automated, successive queries. You may not use any collaborative browsing or display technologies in connection with your use of the Services. You agree not to impersonate another person or entity or falsely state or otherwise mispresent your affiliation with a person or entity. You agree not to input, distribute, upload, post, transmit or other wise make available any content or data through the Services that: (a) is confidential; (b) is unlawful, improper, abusive, harassing, libelous, defamatory, obscene, pornographic, threatening or otherwise objectionable; (c) you are not authorized or have the right to make available; (d) violates the rights of others, such as content that infringes any patent, trademark, trade secret, copyright, other proprietary rights or violates any right of privacy or publicity; (e) violates the property rights of others; (f) offends the community standards of users of the Services; (g) contains software viruses or any other computer code, files or programs designed to work around any technical limitations in the Services or perform or that would interfere with the proper working of the Services; (h) otherwise violates any applicable law. Violations of this Section may result in civil or criminal liability. Upon violation of the terms herein, Company may immediately suspend use of the Services without notice.
(b) Equipment. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment and for all uses of the Equipment with or without your knowledge or consent, including without limitation use of an account by any third party.
(c) Information. You agree to provide Company with (i) all documents, information, and data in a format as specified by Company or Services, and (ii) all reasonable assistance in the implementation and use of the Services.
(d) Export. You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
(e) Representations and Warranties. You represent and warrant that you have the authority to upload or otherwise submit any documents, data, or information to the Services and to allow Company to access and use such documents, data or information to provide the Services and in accordance with this Agreement. In addition, you represent and warrant that you will use the Services only incompliance with Company’s standard written policies then in effect and all applicable laws and regulations, including without limitation those related to data privacy, the transmission of technical or personal data, and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
3. Confidentiality and Proprietary Rights.
(a) Proprietary Information. You agree: (i) to take reasonable precautions to protect Company Proprietary Information(defined below), and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any Company Proprietary Information. The foregoing will not apply with respect to any information that you can document (A) is or becomes generally available to the public through no fault of your own, (B) was in your possession or known by you prior to receipt from Company, (C) was rightfully disclosed to you without restriction by a third party, (D) was independently developed by you without use of any Company Proprietary Information, or (E) is required to be disclosed by law. You acknowledge and agree that a breach or threatened breach of any of your obligations under this subsection would cause Company irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Company will be entitled to equitable relief, including without limitation an injunction or specific performance, without any requirement to post a bond or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. “Company Proprietary Information” means information relating to Company, including without limitation non-public information regarding features, functionality and performance of the Services and Software.
(b) Testimonials. You agree to cooperate with Company’s requests to participate in a marketing materials and/or provide customer testimonial(s), and you may be asked to, and agree to, be the subject of a case study and provide customer testimonial(s) about your experience and success with the Services (collectively, “Testimonials”). You hereby grant Company a royalty-free, limited license to use your first name, age, and city and state of domicile on Company’s website, in its sales and marketing materials, and in connection with the Testimonials.
(c) Ownership. Company owns and retains all right, title and interest in and to (i) the Services and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, (iii) any comments, suggestions, ideas, enhancements, requests, customizations, feedback, recommendations, Testimonials or other information provide by you relating to the Services or Software (collectively, “Feedback”), (iv)text, photographs, graphics, and other material provided on the Services that are protected by copyright, trademark, or other proprietary rights of Company, and (v) all intellectual property rights related to any of the foregoing. You hereby assign all right, title, and interest in and to the Feedback to Company.
(d) Content. Except as required to use the Services, you may not copy, store in electronic form, modify, print, transmit, transferor sell, create derivative works from, distribute, perform, display, or in any way exploit any of the information, software, text, photographs, graphics, links and other material provided through the Services, in whole or in part, without obtaining permission of the copyright owner, except as expressly permitted in this Agreement or permitted under copyright law. The name “Rovicare” and other Company marks, logos, and designs are trademarks, service marks, or trade dress will remain the exclusive property of Company and you will obtain no rights or interest in such intellectual property as a result of this Agreement. Access to and use of the Services does not authorize you to use any name, logo or mark of Company in any manner. You may not use meta tags or other hidden text utilizing Company’s name or trademarks without the express prior written consent of Company.
4. Exchange of Information. The communications between you and Company use electronic means, whether you use the Services or send Company emails, or whether Company posts notices on the website or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Company in an electronic form, via email, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. Although email messages are generally reliable, email messages can be transmitted improperly or wrongfully intercepted. Company does not warrant or guarantee that the transmission of email messages will be uninterrupted or transmitted without error.
5. Third Party Websites. As you use the Services, you may encounter windows and links that take you to web pages or websites of other companies to make their products and services available to you or to enable you to communicate directly with those companies. Your use of such web pages or websites, while subject to the terms of this Agreement, is also subject to and governed by the terms and guidelines, if any, contained within such web page or website. Company does not endorse, and takes no responsibility for such products, services, websites, and materials. Company is not responsible for and has no liability for the privacy or other practices of any such third party. Company recommends that you review the privacy policies of each website you visit.
6. Mobile Services. When you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices. You acknowledge and agree that your use of the Services must be in accordance with the usage rules established by your mobile device platform or service provider.
(a) Termination. You may terminate this Agreement, with or without cause and at any time, by upon written notice to Company. Company may, without notice, suspend your access to the Services or terminate this Agreement for any of the following reasons: (i) your failure to comply with any provisions of this Agreement; (ii) your unauthorized or unlawful use of the Services; or (iii) inactivity on your account for an extended period of time. Notwithstanding the forgoing, Company reserves the right, in its sole discretion, to restrict, suspend or terminate access to all or any part or aspect of the Services, at any time and without prior notice or liability.
(b) Effects of Termination. Upon termination for any reason, you agree to immediately cease all use of any Services and Software, and at the request of Company, return to Company or destroy all documents and materials containing Company Proprietary Information. Upon termination for any reason, you agree to pay in full Fees for the Services up to and including the last day on which the Services are provided, if any. Upon termination of this Agreement for any reason, Company will have no continuing obligation to you.
(c) Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including without limitation accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. Warranty and Disclaimer. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE SERVICES, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION. Company will not be liable for any inability to provide the Services or Software (in whole or in part) when caused by any event, condition, or circumstance beyond Company’s reasonable control. The Services or Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third party providers, or because of other causes beyond Company’s reasonable control. YOU ACKNOWLEDGE THAT THE SERVICES AND SOFTWARE MAY CONTAIN BUGS, ERRORS AND/OR OTHER PROBLEMS AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, ARE BEING PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. THEREFORE, COMPANY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE OR YOUR RELIANCE THEREUPON IN TERMS OF THEIR CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. ADDITIONALLY, THE COMPANY DOES NOT WARRANT THE ACCURACY OF CUSTOMER RATINGS OR COMMENTS.
9. Indemnity. You agree to defend, indemnify and hold Company and its officers, directors, shareholders, employees, contractors, agents and representatives harmless from and against any and all claims, suits, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from (i) violation of this Agreement or law, or (ii) your use of the Services or Software.
10. Exclusion of Damages; Limitation of Liability. IF YOU BECOME DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THIS LIMITATION ON DAMAGES IS ESSENTIAL TO THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED AT THIS RATE WITHOUT SUCH LIMITATION.
COMPANY AND ITS AFFILIATES AND EACH OF THEIR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, OR INABILITY TO USE, THE SERVICES OR SOFTWARE, OR ARISING OUT OF THIS AGREEMENT, AND YOU SHALL NOT BE ENTITLED TO DAMAGES BASED ON LOSS OF PROFIT, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME, ALTERATION OR ERRONEOUS TRANSMISSION OF DATA, EVEN IF COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OR FORESEEN SUCH POSSIBILITY.
NOT WITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS AFFILIATESAND EACH OF THEIR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES TOTAL LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES RELATING TO THE SOFTWARE, SERVICES, OR THIS AGREEMENT, (WHETHER BASED ON TORT, CONTRACT, OR ANY OTHER THEORY) SHALL BE LIMITED TO THE AMOUNTACTUALLY PAID BY YOU TO COMPANY FOR THE SERVICES PROVIDED UNDER THISAGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO PORTIONS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF THE COMPANY AND ITS AFFILIATES AND EACH OF THEIR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES AND EACH OF THEIR MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, EXCEED $100. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES WOULD NOT BE PROVIDED WITHOUT THE DISCLAIMERS ANDLIMITATIONS SET FORTH IN THIS AGREEMENT AND THAT THE DISCLAIMERS AND LIMITATION AND REMEDIES ARE REASONABLE.
11. Release. You hereby release and forever discharge Company and its affiliates and each of their members, managers, officers, directors, shareholders, employees, contractors, agents and representatives from all liability related to any and all claims, demands, and damages of every kind and nature known or unknown, that you may assert against a hospital, provider, post-acute center, or third party arising out of the Services. By entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES SUBSTANTIALLY AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
12. Additional Patient Terms. If you are a patient using the Services, the following terms apply to you:
(a) Authority. By using the Services, you represent that you are (i) at least 18 years of age, and of the age of legal majority in your state or country of residence if older than 18, (ii) a legal resident of the United States, and (iii) you own or have sufficient authorization to use the computer, mobile device, technology or other device you use to access the Services.
(b) Minors. The Services are not designed or intended to attract children under the age of 18. A parent or guardian, however, may use the Services on behalf of a minor. The parent or guardian is solely responsible for use of the Services on behalf of a minor. Additionally, the parent or guardian assumes full responsibility for ensuring that the registration information for a minor is kept secure and that the information submitted is accurate. By using the Services on behalf of a minor, the parent or guardian is representing and warranting to Company that the parent or guardian has the authority to do so.
(f) No Medical Advice. The health information available through the Services is provided by Company solely for informational purposes. It does not constitute medical advice and is not intended to be a substitute for proper medical care provided by a medical provider or professional. The Company assumes no responsibility for any circumstances arising out of the use, misuse, interpretation or application of any information supplied on the Services. Always consult with your medical provider for appropriate examinations, treatment, testing, and care recommendations. IF YOU THINK YOU MAY HAVE A MEDICAL OR PSYCHIATRIC EMERGENCY, CALL 911 OR GO TO THE NEAREST HOSPITAL IMMEDIATELY.
DO NOT RELY ON THE SERVICES FOR ASSISTANCE IN SUCH CASES.
(g) No Endorsement. The Company’s inclusion of certain medical providers, hospitals, treatment centers, or third party services on the Services does not constitute or imply Company’s recommendation or endorsement of such medical providers, hospitals, treatments centers, or third party services.
13. Force Majeure. No party to this Agreement will be deemed to have breached this Agreement by reason of any delay or failure in its performance arising from events beyond its reasonable control, including, but not limited to, war, accident, riot, sabotage, fire, flood, epidemic, power outage, labor dispute, act of God, act of public enemy, malfunction or inappropriate design of hardware or software, or failure of the Internet, utility power failure, products or services controlled by any third party (each a “Force Majeure Event”).
14. Notice. Any notice, report, approval or consent required or permitted hereunder will be delivered in writing, or mailed by registered or certified US mail, postage prepaid or reputable overnight carrier (e.g. Federal Express) to the address for Company set forth below and to the address for you associated with your account, or such other address as a party may designate by ten (10) days written notice delivered in accordance with this Section and will be deemed given upon receipt. If to Company: Rovicare, Inc.
1400 E Southern Ave, Suite 310
Tempe, Arizona 85282
15. Copyright Infringement. If you believe that your work has been copied and used on the Services in a way that constitutes copyright infringement, please provide Company’s designated Copyright Agent with the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the dispute use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf. The Company’s Copyright Agent for notice of claims of copyright infringement can be reached at:
Address: 1400 E Southern Ave, Suite 310 Tempe, AZ 85282
Only notices under that Digital Millennium Copyright Act (17 U.S.C.§ 512, et seq.) should be submitted to the Copyright Agent. The Company cannot take any action with respect to any take down request unless the notice includes all of the information requested.
16. International Use. The Company makes no representation that the Services are appropriate or available for use in locations outside the United States. Access to the Services from countries or territories where such access is illegal is prohibited. Those who choose to access the Services outside the United States do so on their own initiative and are responsible for compliance with the laws of the United States.
Updated: May 2019