END-USER LICENSE AGREEMENT
Effective date: June 22, 2018
Welcome to Wellframe! Wellframe is a technology system designed to empower patients to better manage their health and medical conditions outside of the clinic while informing more intelligent population health and patient relationship management for healthcare providers. Our mobile-enabled solution guides and supports patients at home, using care protocols informed by the patient's healthcare provider, while providing critical information to healthcare providers to more effectively manage patient clinical and financial risk.
BY CLICKING THE 'I AGREE' BUTTON, AND/OR BY INSTALLING AND/OR USING THE WELLFRAME SOFTWARE, MOBILE APPLICATION, OR ANY INCLUDED DOCUMENTATION, WELLFRAME'S WEBSITE ("WEBSITE") AND ANY OF WELLFRAME'S SERVICES ("SERVICES") ACCESSIBLE BY USING THE SOFTWARE (COLLECTIVELY, SUCH SOFTWARE, MOBILE APPLICATION, WEBSITE AND SERVICES, THE "SOFTWARE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "AGREEMENT"), AND THIS WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND WELLFRAME INC. ("WELLFRAME", "WE", "US" OR "OUR").
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT CLICKING ON 'I AGREE' AND BY NOT INSTALLING OR USING THE SOFTWARE.
YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT THIS AUTHORIZATION IS NOT A CONDITION FOR RECEIVING ANY TREATMENT, PAYMENT, OR BENEFIT AND YOU UNDERSTAND THAT YOUR REFUSING TO AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THIS AUTHORIZATION, WILL NOT AFFECT ANY TREATMENT, PAYMENT, OR BENEFIT FOR WHICH YOU MAY BE ELIGIBLE. HOWEVER, YOU ACKNOWLEDGE AND UNDERSTAND THAT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE PROVIDED WITH ACCESS TO THE WELLFRAME SOFTWARE OR SERVICES AS DESCRIBED HEREIN.
YOU HEREBY EXPRESSLY CONSENT TO WELLFRAME CONTACTING YOU DIRECTLY BY PHONE CALL, EMAIL, TEXT MESSAGE, OR OTHERWISE THROUGH THE SOFTWARE IN ORDER TO PROVIDE YOU WITH SERVICES UNDER THIS AGREEMENT.
THESE TERMS AND CONDITIONS INCLUDE A CLASS ACTION WAIVER. THIS AGREEMENT LIMITS THE REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
THE SOFTWARE IS NOT FOR MEDICAL EMERGENCIES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER, DIRECTLY AND NOT THROUGH OUR SOFTWARE, WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.
References in this Agreement to "you" or "your" refer to both you and any person or entity on whose behalf you act, if any.
Grant of License
Subject to the terms and conditions of this Agreement, Wellframe hereby grants to you a personal, non-transferable, non-exclusive, royalty free, limited license to install, access and use the Software for your own personal purposes of tracking and attaining support for your health and communicating your progress with designated third parties. Portions of the Software, including substantial portions of the Services accessible as part of the Software, will be provided via remote access from your device to Wellframe's platform. You may utilize the Software for communications to and from designated third parties.
Software Use Restrictions
You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey the Software or the content made available through the Software (“Content”) or any portion thereof to anyone, and under no circumstance may you use or allow the use of the Software in any manner other than as expressly set forth above. You shall not modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. You shall not use the Software in connection with a service bureau, time sharing or fee-for- service arrangement with third parties. Except to the extent permitted by applicable local law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer any portion of the Software. If you dispose of any media embodying Software or Content, you will ensure that you have completely erased or otherwise destroyed any Software and Content stored on such media.
THE SOFTWARE IS NOT INTENDED FOR USE IN ANY SITUATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH OR BODILY INJURY OF ANY TYPE. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN A MANNER CONSISTENT WITH ALL APPLICABLE INTERNATIONAL, REGIONAL, FEDERAL, NATIONAL, STATE, AND LOCAL LAWS (“APPLICABLE LAWS AND REGULATIONS”).
To download, access and use the Software, you must register with Wellframe by providing your name, date of birth, email, phone number, and other information that may be used to personally identify you. During the course of using the Software, you may be prompted to provide additional personal information, including without limitation, protected health information (“PHI”) or other medical information (collectively, PHI and any personal information you or your healthcare provider enter through the Software shall be referred to as your “Personal Data”). Applicable Laws and Regulations require that Wellframe protect the privacy of your Personal Data. Wellframe uses encryption technology to ensure the privacy of all Personal Data entered through the Software as part of the Services provided to you herein.
By agreeing to the terms of this Agreement, you are authorizing Wellframe to collect, use, and disclose your Personal Data in order to provide you with access to and use of the Software, to enhance the treatment provided to you by your healthcare provider and for purposes of health support. In addition, Wellframe may use your Personal Data for evaluation of the Services and for quality improvement purposes.
Consent to Disclosure and Use of Personal Data in De-Identified Form
Wellframe may de-identify and/or anonymize your Personal Data (i.e., remove all information that could be used to specifically identify you to create “De-Identified Personal Data”) provided to us through the Software, and use that De-Identified Personal Data in aggregate or non-aggregate forms for research studies, evaluation of the Services, quality improvement purposes, or for any other lawful commercial purpose. Wellframe’s use and disclosure of any Personal Data and De- Identified Personal Data in aggregated or non-aggregated forms will be conducted in compliance with all Applicable Laws and Regulations. You agree that: (a) you consent to such disclosures and uses of De-Identified Personal Data; (b) Wellframe is not obligated to pay any amount to you or otherwise compensate you or any other person in any way for such disclosures and uses; (c) Wellframe is not required to furnish you with any other information of any kind regarding such disclosures and uses; and (d) to the extent that you have proprietary interest in any such De- Identified Personal Data, you waive any right to such interest and you waive any right to seek compensation for such disclosures or uses.
You are responsible for keeping your password confidential. You should notify us immediately if your password is hacked or stolen. Wellframe is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access.
Use of Content
The Software and Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to the Software, document names, Content, descriptions or specifications of products or Services, or other information without obligation to issue any notice of such changes.
You may view, copy, download, and print Content that is available through the Software, subject to the following conditions:
- The Content may be used solely for your personal informational purposes. No part of this Software or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
- The Content may not be modified.
- Copyright, trademark, and other proprietary notices may not be removed.
You may copy the Software onto your mobile device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Wellframe on any media embodying an authorized copy of the Software originally provided by Wellframe. Except as described in this paragraph, you are not permitted to copy the Software or Content.
You acknowledge that the Software, including the source code for the Software and any information derived therefrom, constitutes a valuable trade secret of Wellframe. If you should gain access to such materials, you shall not disclose them to anyone.
Ownership of Software
Login Info and Access
Your access to the Software must be via login credentials ("Login Credentials"). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of Your Login Credentials have been or may be used without your permission so that appropriate action can be taken. You may not (i) create more than one account to access the Software, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. Wellframe is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials. You agree that you shall not rent, resell, or to remarket the Software or Content or to provide access to the Software or Content to any third party. Wellframe may terminate any Login Credentials in its sole discretion; you may not be permitted to create a new account to access the Software or Content if your prior Login Credentials have been terminated by Wellframe.
Wellframe will protect as confidential any Personal Data that you may provide to complete the applicable online forms to establish your Login Credentials with Wellframe. You agree to provide, maintain and update true, accurate, current and complete Personal Data on the screens that collect information from you in connection with the Software, and represent that you will not misrepresent your identity or your affiliation with any person or entity.
You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.
You may not export or re-export any Software except in full compliance with all United States laws and regulations and other Applicable Laws and Regulations, executive orders and the like, including in particular the Export Administration Regulations of the U.S. Department of Commerce. Without limitation of the foregoing, no Software may be exported or re-exported into (or to a national or resident of) any country to which the U.S. embargoes goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List.
Breach and Termination
You acknowledge and agree that the Software is under development and will continually change as Wellframe may determine from time to time. Wellframe reserves the right to terminate any portion of the Software or any Services related to the Software at any time.
Enforcement of Terms; Effect of Termination
If you fail to fulfill any of your obligations under this Agreement, and this Agreement terminates, Wellframe and/or its licensors may pursue all legal remedies available to them. You agree that Wellframe's licensors referenced in the Software are third- party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Sections of this Agreement which by their nature survive expiration or termination of this Agreement shall survive according to their terms. Upon termination, you shall promptly uninstall and remove the Software from the mobile device on which it was installed.
US Government Users
Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Wellframe for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the U.S. Government, except to the extent which such licenses are inconsistent with Federal procurement law. The Contractor/manufacturer is Wellframe Inc.
Access to our Software by Minors
Assumption of Risk
The Software is designed to provide a designated third-party with health-related information based on your use of the Software. The Software and any related data supplied to you by Wellframe does not provide medical advice. By granting you the right to use the Software, Wellframe does not assume any obligation or liability with respect to your health. In no event shall Wellframe be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software or any activity you undertake in connection with your use of the Software.
Disclaimer of Warranty
WELLFRAME PROVIDES THE SOFTWARE TO YOU "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO- DATE. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF ANY DATA OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WELLFRAME EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WELLFRAME'S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE.
Limitations of Liability and Releases
IN NO EVENT SHALL WELLFRAME OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT WELLFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
WELLFRAME'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED U.S. $1.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU WITH RESPECT TO CERTAIN TYPES OF DAMAGES OR CLAIMS.
You agree that you will not upload or transmit any communications or submissions of any type to public areas of the Software, including message boards if we add them to our Services (“Public Areas”) that infringe or violate any rights of any party. By submitting communications or other materials to the Public Areas, you agree that such submissions are non-confidential for all purposes.
If you make any such submission you agree that you will not send or transmit to Wellframe by email, (including through the email addresses listed on the "Contact Us" page) any communication or material that infringes or violates any rights of any party. If you submit any business information, idea, concept or invention to Wellframe by email, you agree such submission is non-confidential for all purposes.
If you make any submission to a Public Area of our Website or if you submit any business information, idea, concept or invention to Wellframe by email or otherwise, you automatically grant, or warrant that the owner of such communication or intellectual property has expressly granted, Wellframe a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or material in any media or medium, or any form, format, or forum now known or hereafter developed. Wellframe may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to a Public Area or to Wellframe.
By accessing our Software or using our Services, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Software or Services to:
- Transmit any communications or materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Wellframe.
- Use a name or language that Wellframe, in its sole discretion, deems offensive.
- Transmit or post defamatory statements.
- Transmit or post hateful or racially or ethnically objectionable communications or materials.
- Transmit or post any communications or materials that infringe another's copyright, trademark or trade secret.
- Transmit or post unsolicited advertising or unlawfully promote products or services.
- Harass, threaten or intentionally embarrass or cause distress to another person or entity.
- Impersonate another person.
- Upload, post, e-mail, transmit or otherwise make available: (A) any information or material that infringes upon a third party right, especially intellectual property rights; (B) any third party advertisements, including banner exchange services; (C) any software viruses, Trojan horses, worms or any other malicious application or (D) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law.
- Stalk, threaten or harass any other users or infringe upon or attempt to infringe upon their privacy.
- Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
- Exploit children under 18 years of age.
- Engage in disruptive activity.
- Obtain unauthorized access to any computer system through the Website.
- Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age).
- Solicit personal information from children under 13 years of age.
- Violate any Applicable Law or Regulation.
- Encourage conduct that would constitute a criminal or civil offense.
Ads, Searches and Links to Other Sites
Wellframe may provide links to third-party websites (“sites”). Wellframe also may select certain sites as priority responses to search terms you enter and Wellframe may agree to allow advertisers to respond to certain search terms with advertisements or sponsored material. Wellframe does not recommend and does not endorse the content on any third-party sites. Wellframe is not responsible for the content of linked third-party sites, sites framed within the Wellframe Website, third-party sites provided as search results, or third-party advertisements, and does not make any endorsements or representations regarding their content or accuracy. Your use of third-party sites is at your own risk and subject to the terms of service of use for such sites.
You acknowledge and understand that should you choose to provide any Personal Data to such third party sites, the recipients of such Personal Data, after it is disclosed, may not be subject to the same obligations under federal privacy laws or other Applicable Laws and Regulations, and such third party sites may use or re-disclose the information in accordance with Applicable Laws and Regulations and their respective privacy policies.
Notices to you hereunder shall be sent to the email address provided by you when you registered to download and install the Software. Notices to Wellframe shall be sent to the attention of its CEO at Wellframe, Inc. 321 Summer Street, Floor 7, Boston, MA 02210. Each party may change such address upon written notice to the other party.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, Massachusetts or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
Class Action Waiver
WHERE PERMITTED BY APPLICABLE LAW YOU AND WELLFRAME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR WELLFRAME’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.You further acknowledge and agree that no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. This Class Action Waiver section will survive any termination of this Agreement.
Unless otherwise specified by Wellframe to you in writing, we make no representation that information on the Software or Services are appropriate or available for use outside the United States. Those who choose to access this Website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all Applicable Laws and Regulations.
Intellectual Property Rights
Unless otherwise noted, all Content contained on this Software is the property of Wellframe and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. Content and Services are subject to change or termination without notice and at the discretion of Wellframe. All rights not expressly granted herein are reserved to Wellframe and its licensors.
We do not claim ownership of communications or materials submitted by Users without compensation by Wellframe and with the expectation that such communication or materials will be made publicly accessible through our Software. By submitting such communications or materials, however, You agree to grant us a world-wide, royalty-free, perpetual, irrevocable, non- exclusive license to use, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such communications or materials. This license shall remain in effect until we delete the communications or materials from our systems.
Complete Agreement; Severability
This Agreement supersedes all proposals, oral or written, all negotiations, conversations, discussions, agreements, and all past course of dealing between you and Wellframe relating to the Software or the terms of its license to you, and may only be modified in writing signed by you and Wellframe. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.
If you have any questions about this license agreement, please contact firstname.lastname@example.org.