ALINEA GROUP, INC.
USER AGREEMENT
This User Agreement ("Agreement") is a legally binding agreement between you and Alinea Group, Inc. ("Alinea," "we," "us") governing your use of Alinea's proprietary web-based software that provides health professionals and clients with workflow automation and engagement programs (the "Software"). The Software and related services provided by Alinea to health professionals and their clients shall be collectively referred to herein as the "Services."
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
1.Acceptance By indicating your acceptance and registering for an account on the Software, YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, decline where instructed and you will not receive access to the Software.
2.License Alinea grants you a nonexclusive, non transferable license to access and use the Services pursuant to the terms of this Agreement. You may only use the Services for your own personal use or, in the case of personnel of Alinea's customers who access the Software pursuant to the terms of their employment, to fulfill the duties of your employment. The Services are proprietary to Alinea. You acquire no right to the Services or to the information and data contained in or produced by the Services, except for the right to use such information and data solely for your own personal purposes or, in the case of personnel of Alinea's customers who access the Software pursuant to the terms of their employment, to fulfill the duties of youremployment. You may not sublicense, assign or transfer this license, the Services, or the data and output produced by the Services to any third party. This license shall terminate immediately upon termination, for any reason, or expiration of this Agreement or the expiration of the agreement between Alinea and the third party through which you receive the Services (such as your employer or health insurance company) and all rights and licenses granted under this Agreement shall revert to Alinea. If you are receiving access to the Services through a third party, then there may be additional terms and conditions relating to your use of the Services. Nothing in the section shall prohibit Alinea's customers from accessing and using reports generated by the Software.
3.User Account To utilize the Services you must register on the Software for a user account. You will create a user ID and password which will allow you to access the Services. You agree to take all reasonable efforts to prevent the unauthorized use or disclosure of your user ID and password to protect the Software from improper access. Your user ID and password are personal to you only. You are responsible for anyone who you provide access to your user ID or password. If you believe your user ID or password have been compromised, notify us as soon as possible. If you fail to do so, we are not responsible for any damages resulting from any unauthorized access to the Software or use of the Services. Further, you may be responsible for damages we sustain as a result of unauthorized access to the Software.
4.Access via Mobile Device If you access the Software via a mobile device, there is a risk that data transmitted via the mobile device may not be entirely secure. Once the data reaches our servers our security measures will provide enhanced security and protections. You assume the risk that data transferred to our servers may be intercepted or otherwise compromised prior to reaching our servers. You agree that we are not responsible for data breaches which occur before the data is received by our servers.
5.Not Medical Advice Alinea's Services are intended to help you manage your health by providing you access to readable, manageable information about your health and connection to your health professional. The materials and information provided on the Software are for informational purposes only and are not a substitute for professional medical advice or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Software. The information stored in your user account is not intended to be and should not be used for diagnosis or treatment. The information in your user account may not always be accurate or up to date and should be viewed by you and your health care providers as informational only. If you think you may have a medical emergency, call your doctor or 911 immediately. Alinea does not recommend or endorse any specific tests, physicians, products, procedures,opinions, or other information that may be mentioned on the Software. Reliance on any information provided by Alinea or by persons appearing on or making statements on the Website at the invitation of Alinea is solely at your own risk.
6.Content By providing User Content, defined below, you represent that you own or have the necessary permission to use and authorize the use of User Content as described herein. You may not imply that User Content is in any way sponsored or endorsed by Alinea. By providing User Content, you grant Alinea a worldwide, royalty-free, non-exclusive, and fully sub-licensable (through multiple tiers) right to use, reproduce, modify, adapt, publish,translate, create derivative works from, distribute, perform, and display the User Content (in whole or in part) and/or to incorporate such User Content into other works in any form, media, or technology now known or later developed for the purposes of providing the Services (e.g., processing data you enter and supplying corresponding output data to you), protecting your health information in accordance with HIPAA (see Section 8 below) and on a de identified basis. You understand that the technical processing and transmission of User Content may involve (a) transmission over various networks and (b) changes to conform or adapt to technical requirements of connecting networks or devices. You are entirely responsible for all User Content. Accordingly, Alinea does not control any User Content and, as such, does not guarantee the accuracy, integrity, or quality of any User Content and is not liable for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content. "User Content" includes, but is not limited to, text, emoticons, images, photos, audio, video, location data, and all forms of data or communication that you submit or transmit to, through, or in connection with the Services.
7.Updates We may, but need not, issue Software updates, patches and fixes (collectively, "Updates"). If and when we issue Updates, we may, but are not required to, make such Updates available to you. The Updates shall be governed by the terms of this Agreement. We may also determine from time to time,in our discretion, that in order to provide you with new Updates, you will need to review this Agreement (as such may be amended by us in our discretion) again and accept it again, before you are permitted to access, use, download and/or install any such Updates. If we have conditioned your continued use of the Services upon your acceptance of any Updates that we provide, then your license to use the Services terminates when you refuse to accept the Updates.
8.Privacy You are receiving access to the Services through a third-party (such as your employer or health professional) who is our customer. We sign customer agreements and data privacy and security agreements with our customers. We are a "business associate," as defined by HIPAA (the federal Health Information Privacy and Accountability Act of 1996), and have certain federal, state and contractual restrictions as to how we can use your "protected health information," as defined by HIPAA. Except as provided by law or with your consent, we may not use or disclose your protected health information. To create the best possible tools, research and functionality for you and our other users and customers, Alinea may use your personally identifiable information internally as needed to improve and deliver our Services. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Alinea user account. We may access or disclose information about you, your user account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this Agreement; including use of the Service to participate in,or facilitate, activities that violate the law; or (3) protect the rights, property, or safety of Alinea, its employees, its customers or the public. Alinea has no responsibility for access, use or disclosure of your data by people you allow to access your user account.
9.Population Health Alinea provides information to its customers through whom you are receiving the Services and may provide information to other partners such as public health agencies, including information for use in their activities and scientific research. Alinea removes personally identifiable information that can reasonably be used to identify you prior to sharing information with these third parties.
10.Termination for Breach Alinea may terminate your access to the Services at any time if Alinea reasonably believes, in its sole discretion, that you are in violation of this Agreement. This Agreement shall terminate immediately if you fail to comply with any provision of this Agreement. This Agreement will terminate immediately upon the termination or expiration of the agreement between Alinea and the third party through which you receive the Services.
11.NO WARRANTY Though we want to provide a great service, your access to and use of the Services is at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing and to the maximum extent permitted by law, ALINEA DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. Alinea will not be responsible or liable for any harm to your computer system or mobile device, loss of data, or other harm that results from your access to or use of the Services. You also agree that Alinea has no responsibility or liability for the deletion of, or the failure to store or totransmit, any information or data and other communications maintained by the Services. We make no warranty that the Services will meet your requirements orbe available on an uninterrupted, secure, or error free basis. No advice or information, whether oral or written, obtained from Alinea or through theServices, will create any warranty not expressly made herein. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.
12.Indemnification Alinea is not responsible or liable for any actions taken by you as a result of your use of the Services or Software. You hereby agree to defend, indemnify and hold Alinea, its officers, directors, employees, owners, successors and assigns harmless against all losses, damages or expenses of whatever form or nature, including actual attorneys' fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of your act or omission including, but not limited to, (i) your breach of any of the provisions of thisAgreement, (ii) your negligence or other tortious conduct or (iii) your use of the Services.
13.Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ALINEA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, AND (V) ANY DAMAGE TO EQUIPMENT CAUSED BY THE SERVICES ANDANY COST OF RECOVERING LOST DATA OR OF REPROGRAMMING WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ALINEA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OFTHISSECTION MAY NOT APPLY TO YOU.
14.Copyright and Restrictions on Use You acknowledge that the Software, the process and technologies included therein, as well as any other information or materials made available to you by Alinea through the Software, are valuable assets, trade secrets, and/or copyrighted material of Alinea orits customers, and that Alinea or its customers retains title to them. Under no circumstances may you copy the Services or the accompanying documentation for the purposes of distribution to others, nor may you remove the copyright notices on the Services or the accompanying documentation. You may not: (a)disassemble, decompile, reverse engineer, reproduce, alter or attempt to derive the source code of the Services nor permit any third party to do so; (b)obtain for or assist third parties in obtaining access to the Services; (c) copy the Services; (d) modify or create derivative works based upon theServices; (e) attempt to delete, disable, or otherwise circumvent any security measures implemented by Alinea with respect to the Services; (f) write or develop any software based upon or developed with reference to the Services; (g) assist, permit, or authorize any third party entity to perform any of the activities prohibited by this Agreement; or(h) remove any proprietary notices, labels or marks that are on or in the Services.
15.Miscellaneous This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to its conflict of laws principles. Nothing in this Agreement will be deemed to create an employment, partnership, agency or joint venture relationship between you and Alinea. If any provision of this Agreement is held invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Alinea without restriction. Alinea's failure to act with respect to a breach of this Agreement does not waive Alinea's right to act with respect to subsequent or similar breaches. Alinea does not guarantee it will take action against all breaches of this Agreement.