CarePredict Terms of Service
We are CarePredict, Inc. (“CarePredict,” “we,” or “us”) Our Service includes our website www.carepredict.com, and our related websites, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and CarePredict regarding your use of the Service.
OUR SERVICE IS NOT INTENDED FOR EMERGENCY SITUATIONS. IF YOU HAVE A SERIOUS HEALTH CONDITION OR DIAGNOSIS, OR IF YOU FEEL YOU ARE IN ANY DANGER, PLEASE CALL 911 OR THE APPROPRIATE EMERGENCY RESPONDERS.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
- Overview. The Service is a device and associated software platform that helps our users and/or their families identify activity and behavior patterns that possibly may predict health challenges, including by (i) providing users access to information relating to their or their family members activity and behavior patterns and possible health challenges, suggest changes in activity levels, provide links to wellness information, reminders, assessments, surveys and related information (collectively, “Well-being Information”) and (ii) enabling users to communicate with third parties, family members, friends, neighbors, health care providers, emergency response systems, first responders, home care agencies, home health care agencies, care market places, care matching agencies, care registries, geriatric counselors, wellness advisors, health coaches, Independent Living Communities, Assisted Living Communities, Alzheimer Dementia Care Communities, PACE centers, and related professionals (collectively, “Care Circle”). As further described below, the Well-being Information and the Service itself is not medical or other professional health care advice. If you use the Service to obtain health care advice, your informed consent will be required.
- Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are using the Services on behalf of an individual, company, entity, or organization (each, an “Organization”), you represent and warrant that (i) you are an authorized representative of such Organization with the authority to bind such Organization to these Terms, (ii) agree to be bound by these Terms on behalf of such Organization, and (iii) your Organization meets the eligibility requirements for the Services, as set forth in these Terms. Further, you will be solely responsible for ensuring your Organization complies with these Terms.
- Accounts and Registration. If you are signing up for the Service with CarePredict directly, you must register for an account (or permit CarePredict to register an account on your behalf). As part of the registration process, you will be asked to select a username and password (your “Credentials”). You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify CarePredict immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at email@example.com. You are responsible for all use of the Services occurring under your user name and all content posted in your profile or with your account elsewhere on the Services. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. CarePredict will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by CarePredict or another party due to someone else using your account or password. You agree to indemnify, defend, and hold harmless CarePredict and its customers, vendors, affiliates, employees, directors, and agents from and again any claims, losses, damages, and other harm arising in connection with the unauthorized use (including without limitation any use by a person or entity other than you, and any use not expressly permitted by these Terms) of your Credentials.
- No Medical Advice.
- THE SERVICE DOES NOT PROVIDE ANY MEDICAL OR OTHER PROFESSIONAL HEALTH CARE ADVICE; NOR IS IT INTENDED TO BE USED TO ASSESS HEALTH CONDITIONS OR SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, OR RELIED UPON FOR DIAGNOSIS OR TREATMENT. Any Well-being Information you receive via the Service is not medical advice, and is not reviewed or authorized by a physician or healthcare provider. Use of the Service does not, and is not intended to, create or constitute, a physician-patient relationship with CarePredict, its officers, directors, employees, independent contractors, agents, or anyone acting on behalf of CarePredict. Use of the Service may offer certain potential benefits (e.g., automated reminders to engage in certain activities), but also presents certain potential risks (e.g., the Well-being Information does not take into account all the specifics of each user’s medical history, the Service is not able to exercise medical judgment, security protocols could fail, causing a breach of privacy of personal information, delays could be caused by malfunctioning of equipment or connections).
- BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE HAD THE OPPORTUNITY TO CONSIDER THE RISKS AND BENEFITS OF THE USE OF THE SERVICE, INCLUDING THE WELL-BEING INFORMATION, AND THAT YOU HAVE PROVIDED VOLUNTARY INFORMED CONSENT TO USE THE SERVICE AND PROVISION OF THE SERVICE TO YOU.
- Limited License. Subject to your complete and ongoing compliance with these Terms, CarePredict grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service.
- License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
- Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant CarePredict an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose without compensation to you, including to improve the Service and create other products and services.
- Ownership; Proprietary Rights. The Service is owned and operated by CarePredict. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by CarePredict are protected by intellectual property and other laws. All Materials included in the Service are the property of CarePredict or its third-party licensors. Except as expressly authorized by CarePredict, you may not make use of the Materials. CarePredict reserves all rights to the Materials not granted expressly in these Terms.
- Third-Party Terms
- Third-Party Services and Linked Websites. CarePredict may provide tools and facilities through the Service that enable you to export User Derived Content (defined below) to third parties. If you use these tools or facilities, you agree that CarePredict may transfer that information to the applicable third-party service that you indicate. Third-party services are not under CarePredict’s control, and CarePredict is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under CarePredict’s control, and CarePredict is not responsible for their content.
- Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of Third Party Components under those third party licenses.
- Consent to Electronic Communications and Text Messaging
- SMS Text Messages and Push Notifications. When you register with CarePredict, CarePredict may send you SMS text message containing code in order to verify your phone number or identity and may send SMS text messages and push notifications (“Messages and Notifications”) in order to keep you informed about the Services. By using the Services, you agree to receive Messages and Notifications regarding your use of the Services. SMS text messages are for informational purposes only. While Messages and Notifications are intended to enhance your use of the Services, you may (i) disable push notifications on your device, and/or (ii) send an email to firstname.lastname@example.org to remove yourself from our text message database. Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree you will not hold, nor participate in any action which seeks to hold, CarePredict liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, T-Mobile, or Google) create no obligation or responsibility on the part of CarePredict, and that CarePredict is not responsible for any failure of warranty by any such third party. CarePredict cannot control certain factors relating to message delivery. You acknowledge that depending on your mobile carrier’s service, and/or availability of local Wi-Fi service, and availability of the Internet, it may not be possible to transmit Messages and Notifications to you successfully. We have no liability for transmission delays or failure to deliver Messages and Notifications.
- User Derived Content
- User Derived Content Certain features of the Service permit CarePredict users to upload or publish content to the Service, either manually or through automated data collection from a wearable device, including activity, location, behavior pattern, temperature, humidity, position of the arm, body posture, sleep data, step count, body function, heart rate, blood pressure, blood oxygen levels, audio, data, comments, photos, video, images, text, likeness, messages, chats and other types of works (“User Derived Content“). You retain all rights that you may hold in the User Derived Content that you upload to the Service. You hereby consent to CarePredict’ access, use, and processing of your User Derived Content for the purpose of providing the Service.
- Limited License Grant to CarePredict. By uploading User Derived Content, you grant CarePredict a worldwide, perpetual, non-exclusive, transferable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, create derivative works of, modify for the purpose of formatting, and utilize your User Derived Content in an anonymized form, in whole or in part, in any and all uses now known or later developed in accordance with all applicable laws and regulations and in accordance with the settings on your account and the features of the Service you elect to utilize.
- Limited License Grant to Other Users. By uploading User Derived Content that is shared with other users of the Service, as a function of the Service, you grant those users a non-exclusive license to access and use that User Derived Content as permitted by these Terms and the functionality of the Service. You further acknowledge and agree that CarePredict will not generally perform any editorial functions whatsoever on User Derived Content, and will not be responsible for the actions of other users or third parties that upload User Derived Content or make use of the User Derived Content you upload to the Service.
- Restrictions; Data Retention. You agree that CarePredict will have no responsibility or liability with respect to any User Derived Content that is processed, transmitted, disclosed, or stored in connection with the Service. CarePredict is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Derived Content provided, processed, or stored in or through the Service.
- User Derived Content Representations and Warranties. You are solely responsible for your User Derived Content and the consequences of uploading User Derived Content. By uploading User Derived Content, you affirm, represent, and warrant that: (A) you are the creator and owner of the User Derived Content, or have the necessary licenses, rights, consents, and permissions to authorize CarePredict and other CarePredict users of the Service to use and distribute your User Derived Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by CarePredict, the Service, and these Terms; and (B) Your User Derived Content, and the use of your User Derived Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person or organization; or (iii) cause CarePredict to violate any law or regulation.
- User Derived Content Disclaimer. We are under no obligation to edit or control User Derived Content that you or other CarePredict users upload and will not be in any way responsible or liable for User Derived Content. CarePredict may, however, at any time and without prior notice, remove or block any User Derived Content that we have reason to believe, in our sole judgment, violates these Terms, violates applicable law, or is otherwise objectionable. You understand that when using the Service you will be exposed to User Derived Content from a variety of sources and acknowledge that User Derived Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against CarePredict with respect to User Derived Content. We expressly disclaim any and all liability in connection with User Derived Content. If notified by a user or content owner that User Derived Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Derived Content, which we reserve the right to do at any time and without notice. For clarity, CarePredict does not permit copyright-infringing activities on the Service.
- Sending Messages. The Service may allow CarePredict users to exchange messages (“Messages”) with each other. Harmful, obscene, abusive, or offensive communications are not welcome in any Messages. If a user sends you an objectionable Message, please notify us by sending an e-mail to email@example.com. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree that CarePredict may monitor Messages for compliance with these Terms. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as CarePredict may deem appropriate in its sole discretion.
- Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
- use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
- interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
- sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
- attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.
- Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
12. Term, Termination, and Modification of the Service
- These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in this Section.
- If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, CarePredict may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by clicking the Delete Account button in your account or contacting customer service at firstname.lastname@example.org.
- Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay CarePredict any unpaid amount that was due prior to termination; and (d) Sections 1, 2, 4, 5.3, 6, 9, 12.3, 13 – 26.
- Modification of the Service.CarePredict reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. CarePredict will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
- Indemnity. You are responsible for your use of the Service, and you will defend and indemnify CarePredict and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “CarePredict Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
- Disclaimers; No Warranties
CAREPREDICT IS NOT A HEALTH CARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. CAREPREDICT PROVIDES NO ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR RECOMMENDATION OR TREATMENT IS OR WILL BE SAFE, EFFECTIVE OR APPROPRIATE FOR YOU. DO NOT USE THE SERVICE FOR MEDICAL EMERGENCIES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 (OR THE EQUIVALENT CONTACT NUMBER FOR EMERGENCY SERVICES IN YOUR REGION) IMMEDIATELY. CAREPREDICT IS NOT RESPONSIBLE FOR DELAYED RESPONSE TIMES OR TECHNICAL DIFFICULTIES EXPERIENCED VIA THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR KEEPING YOUR INFORMATION, USER DERIVED CONTENT AND WELL-BEING INFORMATION UP TO DATE.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CAREPREDICT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CAREPREDICT DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, ACCURATE, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CAREPREDICT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CAREPREDICT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CAREPREDICT ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY PHYSICAL HARM, DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER DERIVED CONTENT.
HOWEVER, CAREPREDICT DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CAREPREDICT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CAREPREDICT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CAREPREDICT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 16.4(III) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CAREPREDICT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CAREPREDICT FOR ACCESS TO AND USE OF THE SERVICE IN THE 2 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and CarePredict in the most expedient and cost-effective manner, and except as described in Section 16.2, you and CarePredict agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CAREPREDICT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 16.1, nothing in these Terms