Hale Health, Inc. (“Hale”) develops, operates and distributes certain software applications ("Apps"), which include web apps, hosted applications and applications for mobile devices. The Apps, together with the services for communications, coordination and management by patients and healthcare professionals regarding medical conditions, and the data collection, storage, analysis and reporting tools, functions and services, that are provided via the Apps, are collectively referred to as the "Service".
The Service is offered and provided subject to acceptance without modification of all of the terms and conditions contained herein ("Terms of Service" or "Agreement"). The Terms of Service shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published by Hale, from time to time, on their website (the "Site") or via any App (collectively, "Policies"), including without limitation, the Privacy Policy.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT REGISTER FOR, DOWNLOAD, ACCESS OR USE THE SERVICE. DOWNLOADING ANY APP, COMPLETING OUR REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF SERVICE, WITHOUT MODIFICATION.
Hale reserves the right, at its sole discretion, to update, modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Hale will use reasonable efforts to notify you of any material change in advance of the effective date of any change. Change notices may be communicated by postings at Hale’s website, via the Apps, e-mail or otherwise. In any case, you should periodically check the Policies and other Terms of Service for changes. Continued access or use of the Service following any change to the Terms of Service constitutes your acceptance of those changes. The Terms of Service may not otherwise be amended, as they apply to you, except by a written agreement executed by you and Hale.
Hale may modify, suspend or terminate the Service (including without limitation, any App), in whole or in part, at any time.
The Service is intended by Hale to be made available only to individuals who (a) are at least 18 years old, or are at least 13 years old and who have the express permission of their parent or guardian and (b) are either a Clinician or Patient who has been specifically identified for onboarding and use of the Service by a Clinical Partner. As used in the Terms of Service: "Clinical Partners" are hospitals, clinics, practices or other medical groups or healthcare systems that have contracted with Hale to permit use of the Service by their respective Clinicians and Patients; "Clinicians" are practitioners, patient advocates or other individuals who (as employees of or contractors to a Clinical Partner) provide healthcare services to Patients; and "Patients" are individual patients of the Clinical Partner who receive medical treatments or other healthcare services from one or more Clinicians.
If you do not qualify, then you are prohibited from downloading, accessing, using and registering for the Service.
The Clinical Partner, not Hale, is solely responsible for establishing the criteria and determining which of its clinicians and patients will be (and continue to be) eligible to use the Service. Without limiting the foregoing, the Clinical Partner is solely responsible for determining whether the Service will be (and continues to be) clinically appropriate and safe for each Patient. Hale will comply with any instruction from a Clinical Partner to discontinue offering the Service to any of its Clinicians or Patients. In addition, Hale may refuse to offer or continue offering the Service to any person and may change its eligibility criteria from time to time.
The terms in this Section (as well as the Section Terms Applicable to All Users) apply to your use of the Service if you are accessing the Service as a Clinical Partner.
Payment Terms: For Clinical Partners that purchase paid subscription plans, fees are specified at check-out and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the contract between Hale and Clinical Partner, fees paid are non-refundable. For clarity, in the event Clinical Partner downgrades any subscriptions from a paid plan to a free plan, Clinical Partner will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Clinical Partner will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Patients and Clinicians are responsible for procuring all equipment and services needed to connect to the Service (such as, for example, mobile devices, computers, Internet services and cellular data services).
Trial Periods: If a trial period is made available to Clinical Partner, Clinical Partner may use the services associated with their plan subscription at no cost for the duration of the trial period. At the end of the trial period, Clinical Partner subscription will automatically convert to a paid plan subscription and Clinical Partner will be responsible for all fees associated with their first billing period. If Clinical Partner does not wish to continue with a paid plan, they must downgrade to a free plan prior to the end of the trial period.
Changing Plans: Clinical Partner can choose to change their plan subscription at any point. If upgrading to a higher subscription plan tier, Clinical Partner will be switched to the new subscription plan immediately and will be responsible for any increased fees associated with access to the new paid plan. Any remaining credit from Clinical Partner’s current billing cycle will be automatically applied to the new plan subscription. If downgrading,Clinical Partner subscription will remain active at its current level through the end of the billing period – at which point Clinical Partner will automatically be switched to the new plan.
Downgrade for Non-Payment: If any fees owed to Hale by ClinicalPartner (excluding amounts disputed reasonably and in good faith) are overdue, may, without limiting our other rights and remedies, downgrade any paid plans to free plans until those amounts are paid in full. Clinical Partner acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Clinical Partner Data.
Payment processing services for clinical teams on Hale Health are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a clinical team on Hale Health, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Hale Health enabling payment processing services through Stripe, you agree to provide Hale Health accurate and complete information about you and your business, and you authorize Hale Health to share it and transaction information related to your use of the payment processing services provided by Stripe.
You agree that Hale (and its affiliates, licensors and BusinessPartners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service, except to the extent resulting from Hale’s negligence or willful misconduct. You agree that Hale (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any Patient’s or Clinician’s threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any Patient’s or Clinician’s violation of another person’s rights, including rights of publicity or privacy rights.
The terms in this Section (as well as the Section Terms Applicable to All Users) apply to your use of the Service if you are accessing the Service as a Clinician.
You may be able to visit the Hale website and download Apps without registering but you will not be able to access or use any valuable aspect of the Service without completing an application for registration and being approved to use the Service. To complete your application for registration, you need to be specifically identified by your Clinical Partner, who will provide you with the necessary password or other similar credential.
The Service may be accessed: by visiting the Hale website directly; or by using an App that is downloaded from Hale (or a Channel Partner), which then communicates with Hale’s web servers. The term “Channel Partner” means any distribution platform operator or other third party who is authorized to make Apps available for distribution pursuant to arrangements with Hale. The term “Business Partners” refers to and includes all Clinical Partners and Channel Partners.
Regardless of how you access the Service, to ensure the integrity of the Service, you must complete an account registration process and provide Hale with current, complete and accurate information, as more specifically required by then current registration procedures and operational prompts. If some or all of your registration information has already been provided to Hale by the Clinical Partner, then you will need to review and confirm, complete or correct your information.
By way of illustration and not limitation, you may be required to provide the following information in order to establish your account and register for and use the Service: name, address, telephone number, e-mail address, date of birth, username, password and certain preferences and permissions. You may also be required to provide verification of your medical license or practice information to register and use the Service. You are required to maintain and update your registration data from time to time, to ensure that it is always current, complete and accurate.
In its sole discretion, Hale may refuse to accept your application to register for the Service. Upon acceptance, Hale will activate the access credentials for your account. You are solely responsible for maintaining the confidentiality of your access credentials and other account information, and you will be solely liable for any and all activities under your account. You agree to notify Hale immediately of any unauthorized use of your account or any other breach of security related to the Service.
You agree that Hale (and its affiliates, licensors and BusinessPartners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service, except to the extent resulting from Hale’s negligence or willful misconduct. You agree that Hale (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any Patient’s threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any Patient’s violation of another person’s rights, including rights of publicity or privacy rights.
The Hale website, Apps and all other aspects of the Service are provided only for your use related to providing Healthcare Services (within the scope of your duties for the applicable Clinical Partner) to Patients (the “AuthorizedUse”).
During live video visits with Patients, you agree to add participants to the visit and to share Patient PHI with such participants solely as authorized by HIPAA.
You agree to comply with additional User Rules and Conduct as further detailed in this Agreement.
You agree to comply with all terms and conditions of the Service contract between Hale and the Clinical Partner with which you are associated.
These terms in this Section (as well as theSection Terms Applicable to All Users) apply to your use of the Service if you are accessing the Service as a Patient.
With the exception of live video visits that do not require registration by Patients, you may be able to visit the Hale website and download Apps without registering but you will not be able to access or use any valuable aspect of the Service without completing an application for registration and being approved to use the Service. To complete your application for registration, you need to be specifically identified by your Clinical Partner, who will provide you with the necessary password or other similar credential.
The Service may be accessed: by visiting the Hale website directly; or by using an App that is downloaded from Hale (or a Channel Partner), which then communicates with Hale’s web servers. The term "Channel Partner" means any distribution platform operator or other third party who is authorized to make Apps available for distribution pursuant to arrangements with Hale. The term "Business Partners" refers to and includes all Clinical Partners and Channel Partners.
Regardless of how you access the Service, to ensure the integrity of the Service, you must complete an account registration process and provide Hale with current, complete and accurate information, as more specifically required by then current registration procedures and operational prompts. If some or all of your registration information has already been provided to Hale by the Clinical Partner, then you will need to review and confirm, complete or correct your information.
By way of illustration and not limitation, you may be required to provide the following information in order to establish your account and register for and use the Service: name, address, telephone number, e-mail address, date of birth, username, password and certain preferences and permissions. Clinicians may be required to provide verification of their medical license or practice information to register and use the Service. You are required to maintain and update your registration data from time to time, to ensure that it is always current, complete and accurate.
In its sole discretion, Hale may refuse to accept your application to register for the Service, in its sole discretion. Upon acceptance, Hale will activate the access credentials for your account. You are solely responsible for maintaining the confidentiality of your access credentials and other account information, and you will be solely liable for any and all activities under your account. You agree to notify Hale immediately of any unauthorized use of your account or any other breach of security related to the Service.
Hale does not offer or provide any kind of medical advice, health insurance or other healthcare service, including without limitation, any counseling, testing, medication, procedure or therapy related to the avoidance, prevention, diagnosis or treatment of any acute or chronic illness, disease or condition (collectively, "Healthcare Services"). THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE SERVICES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH QUESTIONS REGARDING ANY MEDICAL CONDITION, OR CALL 911 IN AN EMERGENCY.
The Service is intended only as a tool, which can be used to assist Patients and Clinicians in coordinating, managing and communicating about routine Healthcare Services. The Service is not intended for use in any emergency or urgent matter. As a result of its limited role as an intermediary between Patients and Clinicians, Hale has no control over the appropriateness, accuracy, quality, timeliness, scope, price or risks of or associated with any Healthcare Service. THEREFORE, YOU AGREE TO RELEASE HALE FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES AND LIABILITIES, OF ANY TYPE AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH HEALTHCARE SERVICES (INCLUDING ANY INJURIES OR DISABILITY ARISING THEREFROM).
To the extent that any Healthcare Services are offered to any Patient, they are provided by the applicable Clinical Partner and its affiliated Clinicians, not Hale. Accordingly, Healthcare Services are not deemed to be within the scope of the Service provided by Hale, and Hale shall have no obligation or liability regarding Healthcare Services.
Hale does not recommend or endorse any specific Clinical Partner, Clinician or Healthcare Service.
You agree that Hale (and its affiliates, licensors and BusinessPartners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service, except to the extent resulting from Hale’s negligence or willful misconduct. You agree that Hale (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any Clinician’s threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any Clinician’s violation of another person’s rights, including rights of publicity or privacy rights.
The Hale website, Apps and all other aspects of the Service are provided only for your personal, noncommercial use (the “Authorized Use”).
You agree to comply with additional User Rules and Conduct as further detailed in this Agreement.
The terms in this Section apply to all users of the Service.
Hale’s current Privacy Policy is available at www.hale.co/privacy. It is important that you read and understand the Privacy Policy, especially because the nature of the Service necessarily involves the collection and use of personally identifiable information (PII) and, in the case of Patients, likely involves the collection and use of protected health information (PHI). The term Personal Data refers to and includes PII and PHI.
The most current Privacy Policy will apply to any and all use of the Hale website, Apps and other aspects of the Service. Hale will not intentionally edit, modify, delete or disclose the contents of your Service Data (including Personal Data) in connection with the Service unless (a) reasonably necessary for Hale (or its service providers) to operate the Service, including processing your queries, responses and other messages, (b) to communicate with Patients, Clinicians and Clinical Partners, (c) otherwise permitted under the Privacy Policy or elsewhere in the Terms of Service, (d) Hale reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Hale or any third party or to enforce the Terms of Service or (e) otherwise authorized by you.
The Service collects, stores, processes and analyzes Service Data and produces Analytics. Accordingly, whenever you interact with the Service, a variety of technologies are employed to automatically or passively collect Service Data.
The term Service Data means all data and information that are provided by you during registration and subsequent use of the Service (including messaging related to Healthcare Services), and all other data and information about you that are otherwise discerned or collected by Hale based on your access and use of the Service. For clarity, Service Data includes, but is not limited to: Personal Data; browser or device type; operating system; time of day; identification of website or App page views; use of particular Service features; geographic location.
The term Analytics means user profiles and statistics, metrics, abstractions and other analyses that are based on or derived from your use of the Service and Service Data, which are developed in the aggregate with other data, results and measurements or in a manner that does not disclose the identity of any Patient, Clinician or Clinical Partner or any specific Service Data (except in de-identified form).
You hereby authorize Hale to use your Service Data and to exploit Analytics in the manner and for the purposes described in these Terms of Service, including without limitation: to use Service Data to communicate with you and your Patients, Clinician(s) and Clinical Partner (as the case may be); to include, copy, disclose, distribute, transmit and display Service Data in communications between a Patient and his or her Clinician (and vice versa) that have been properly initiated via the Service; to access, record, collect, copy, store, process, analyze and use Service Data to provide the Service (including with regard to the use of PHI in messaging between a Patient and his or her Clinician); to develop, improve, extend and test the Service (and underlying technology platforms); to design, develop and produce Analytics; to market and promote Hale and the Service using Analytics (but not identifiable Service Data); and to disclose, distribute and transmit Service Data and/or Analytics to Clinical Partners.
The Hale website, Apps and all other aspects of the Service are provided only (a) in the case of Patients, for your personal, noncommercial use or (b) in the case of Clinicians, for your use related to providing Healthcare Services (within the scope of your duties for the applicable Clinical Partner) to Patients (whichever applies, the Authorized Use). Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which you are not authorized, or any commercial use by you, such as, for example, reselling any App or marketing Healthcare Services) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your account, username or password, including messaging conducted via the Service.
As a condition of use, you hereby promise not to use the Service for any purpose that is unlawful, or that is commercial in nature (such as, for example, collecting money, or advertising or promoting any product, service, pyramid scheme or other venture) or that is prohibited by the Terms of Service, or for any other purpose not reasonably intended by Hale. You agree to abide by all applicable local, state, national and international laws, regulations and rules.
By way of example, and not limitation, you agree not to (a) take any action or (b) provide any Service Data using any communications service, survey, feedback, App or other aspect of the Service, in any manner, that:
Hale may, at its sole discretion, immediately suspend or terminate your access to the Service should your conduct fail (or appear to fail) to strictly conform to any provision of this section.
Hale has no obligation to monitor the Service or any user’s use thereof. However, Hale reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may reasonably be necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including any inquiry from law enforcement).
You may be able to obtain an App, access the Service and/or communicate with the Service from, and you may be able to link or communicate from the Service to, applications, devices, distribution platforms and websites owned and operated by Channel Partners and Clinical Partners. These other applications, devices, platforms and websites are not operated or controlled by Hale, and you agree that Hale is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices, platforms and websites. Any such connection to or from the Service does not constitute or imply any guarantee or endorsement by Hale of that application, device, platform or website or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices, platforms and websites.
The Service (including the Site, Apps and underlying technology platforms), and all content, materials, data and other information created by or for Hale (or its affiliates or licensors) and made available via the Service (collectively, Content), are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Hale (and its applicable affiliates and licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Hale, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content. However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your Authorized Use; provided, that you retain all copyright and other proprietary notices contained therein. Your systematic retrieval of data or other Content from the Service to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Hale’s express prior written permission.
IMPORTANT: If you desire to access or use the Service or Content for any purpose other than Authorized Use, then you must first secure permission from Hale or other owner of that Content.
Reproducing, copying or distributing any App, or any Content, or any design elements from the Hale website or any App, for any other purpose is strictly prohibited without Hale’s express prior written permission. Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Service is prohibited.
If you provide Hale with any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to the Service or Content (collectively, Feedback), in any form or by any means (whether through the Service, or by direct communication (e.g., email) with Hale or any of its officers, directors, employees, representatives, agents or Business Partners), then you:
Hale may immediately terminate your access to all or any part of the Service (including without limitation, any App) at any time, with or without cause, with or without notice. If you elect to terminate your registration and account, you may do so at any time by sending an e-mail that includes your account e-mail address to support@hale.co
Upon any termination, all rights and obligations of the parties under the Terms of Service shall cease, and you shall immediately stop accessing and using the Service and Content, except that (a) all obligations that accrued prior to the effective date of termination (including payment obligations, if any) and all remedies for breach of the Terms of Service shall survive, (b) Hale may retain and use Service Data in the manner described herein, except in the case that such data is explicitly requested to be destroyed by the Patient and (c) the provisions of those sections of the Terms of Service that should reasonably be understood to continue in effect shall survive (including without limitations, the sections entitled Not Healthcare Services, Service Data and Analytics, Proprietary Rights, Feedback License, No Warranties, and Limitation of Liability). After termination, Hale has no obligation to maintain any Service Data or to forward or preserve any unread or unsent messages to you or to any other user or third party.
THE HALE WEBSITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE SITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. HALE AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY SERVICE DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. FOR PURPOSES OF CLARITY,HALE DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE SERVICE AND OPERATION OF THE SERVICE MAY BE INTERFERED WITH BY FACTORS BEYOND HALE’S CONTROL. USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY HEALTHCARE SERVICES SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED BETWEEN PATIENTS AND THE APPLICABLE CLINICAL PARTNERS.
You agree that Hale (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service, except to the extent resulting from Hale’s negligence or willful misconduct. You agree that Hale (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any Patient or Clinician’s threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any Patient or Clinician’s violation of another person’s rights, including rights of publicity or privacy rights.
IN NO EVENT SHALL HALE (OR ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS) BE LIABLE TO YOU CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, APPS, CONTENT OR OTHER ASPECTS OF THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OF DATA (DUE TO TECHNOLOGY ERRORS) OR INACCURACY OF DATA, LOSS OF INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID TO HALE FOR THE SERVICE OR US $100.00, WHICHEVER IS GREATER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. YOU AGREE TO INDEMNIFY,DEFEND, AND HOLD HARMLESS HALE, AS WELL AS ITS AFFILIATES, LICENSORS, AND BUSINESS PARTNERS, FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS,INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR VIOLATION OF THIS AGREEMENT OR USE OF THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, NOTHING IN THE TERMS OF SERVICES IS INTENDED TO LIMIT OR EXCLUDE LIABILITY OF ANY CLINICIAN OR CLINICAL PARTNER AS REGARDING ITS PERFORMANCE OF HEALTHCARE SERVICES.
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU
You hereby expressly consent to the transmission, collection, storage, processing and use of the Analytics and your Service Data within, from and to the United States, in addition to the country where you are located (if not the United States). Hale makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, USA, excluding its conflicts of law rules. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service.
Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Service shall be settled by binding arbitration in accordance with the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules. The arbitration shall take place in San Francisco, California, USA. The proceedings shall be in English, all evidence shall be in English (or translated into English) and the governing law shall be as set forth herein. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in the applicable version of the Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that the Terms of Service and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.
Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
The Terms of Service (including all then current Policies) are the entire agreement between you and Hale with respect to access, use and operation of the Service, and supersede all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between you and Hale with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
Your rights and obligations under the Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Hale’s prior written consent. Hale may subcontract, delegate, assign or otherwise transfer any or all of its rights and obligations hereunder without your consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Service will be in writing, in English and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail or express courier, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail.
The Terms of Service and all Apps and Content provided by Hale are copyright © 2013-2020 Hale, Inc. and/or its licensors or suppliers.
Hale Health is the trademark of Hale Health, Inc. The names and logos of companies, products or services mentioned at the Hale website and in any App may be the trademarks or service marks of their respective owners, and shall not be deemed by themselves to create any endorsement or association between Hale and such owners.
Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, trade names, service marks or logos (“Marks“) of Hale Health or other entities. You are not authorized to use any such Marks without the express written permission of Hale Health. Ownership of all such Marks and the goodwill associated therewith remains with Hale Health or those other entities.
All rights not expressly granted herein are reserved.
In the event that you obtain any App through the App Store, offered by Apple, Inc. ("Apple"), then the following shall apply:
In accordance with California Civil CodeSection 1789.3, California resident users are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of theDivision of Consumer Services of the California Department of Consumer Affairs athttps://www.dca.ca.gov/consumers/complaints/ccru.shtml.
If you have any questions regarding the Terms of Service or your dealings with the Service, please visit www.hale.co/tos or contact us at:
Hale Health, Inc.
P.O. Box 225310
San Francisco, CA 94122
E-mail: support@hale.co
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