Effective Date: October 20, 2016
Last Updated: October 20, 2016
If you are experiencing a medical emergency, call 911, or go
directly to the closest Emergency Room. The HealthKOS™ patient
communication platform and this Website do not provide you with medical advice.
World Wide Health Initiatives LLC is not a medical provider.
The Application and this Website are operated by World Wide
Health Initiatives LLC (“WWHI” or “our”), a
technology company that operates the HealthKOS™ patient communication platform,
which is used by medical providers.
Please read these Terms carefully. These Terms are a binding, contractual agreement between you and WWHI,
its affiliates, and agents and
apply to your use of our services.
BY CLICKING I AGREE
in the Website, by installing the application, by registering for an account
with wwhI through the Services or a participating medical provider, or by using
the services, you are indicating your acceptance and agreement to all of the
terms and conditions of these terms.
By accepting these Terms, you (1) acknowledge that you have
read, understand, and agree to be bound by these Terms; (2) represent that you
are of legal age to form a binding contract; and (3) represent that you have
the authority to enter into these Terms.
If you do not agree to all of these Terms or you do not have the
authority to enter into these Terms on the user’s behalf, you must not (a) accept
these Terms, (b) access or use
the Website, or (c) access, install
or use the Application. Your use of the Services is
conditioned on you accepting these Terms.
WWHI reserves the right, in its sole discretion, to
change, add or remove portions of these Terms, at any time. If the changes
are material, as solely determined by WWHI, WWHI will send you notice (the “Change
Notice”) by e-mail, by posting it on the applicable page of the Website
or Application, or by pushing the notice to your mobile device through the
Application. But, it is your responsibility to check these Terms periodically
for changes. Your continued use of the Services following the posting, the
effective date of the changes, or the applicable date indicated in the Change
Notice will mean that you accept and agree to the changes.
to Contact WWHI.
If you have any questions, comments, concerns, or you wish
to report a violation, please contact WWHI at the following:
Attn: General Counsel
World Wide Health Initiatives LLC
4613 N. University Drive, #267
Springs, FL 33067
Please use the e-mail address set forth on the contact
Subject: Website and
You may not use contact
information provided for unauthorized purposes, including solicitations and
Certain capitalized terms, if not otherwise defined in these
Terms will have the meanings set forth in this Section.
means the username and password you use to access the
means the HealthKOS™ patient
communication platform that allows you, your healthcare provider, and others
that you authorize to monitor certain aspects of your health, and which you can
(a) download from the official page for WWHI in the iTunes®, Google Play™, or
Windows® Phone app stores, as available, and access with your Access
Credentials, or (b) access through the Website and log into with your Access
Credentials. Application includes any updates, enhancements, modifications,
revisions, or additions to the Application made by WWHI and made available from
time to time to end users.
means any and all materials on
the Website, including, without limitation, text, images, user interfaces,
visual interfaces, graphics, videos, trademarks, logos, sounds, databases, source
code and computer code, including but not limited to the design, structure,
selection, coordination, expression, ‘look and feel’ and any and all
includes any user manuals, knowledge base articles,
instructions, service descriptions, white papers, and any other materials
related to or concerning the Application that WWHI purposely makes available to
you for copying, printing, or downloading in connection with your use of the
means any and all materials on the Application, including,
without limitation, text, images, user interfaces, visual interfaces, graphics,
videos, trademarks, logos, sounds, databases, source code and computer code,
including but not limited to the design, structure, selection, coordination,
expression, ‘look and feel’ and any and all arrangement thereof.
means collectively, the Application and the Website.
means these Website and
Application Terms of Service.
“You” or “your”
refers to the individual end user of the Services and
includes, but is not limited to, the patient that is enrolled in the
Application as well as an individual to whom the patient sent an invitation to
participate in such patient’s healthcare.
means www.healthkos.com and any
electronic newsletters or notices WWHI provides to you that link to these Terms.
Website does not include Application.
You understand and agree that WWHI is not a medical
provider and does not make clinical, medical, or other decisions related to
your healthcare. WWHI or the Services are not a substitute for professional
medical judgment applied by your medical provider. You will only look to
your medical provider for medical advice and, as between you and WWHI, your
medical provider is solely responsible for all decisions and actions taken or
not taken involving your care, utilization management, and quality management
for your healthcare services resulting from, or in any way related to, the use
of the Application. You further acknowledge and agree that any treatments,
procedures, information, medications, medical device or other products or any
other information referenced in the Services, Content, Documentation, or
Materials are not intended as a recommendation or endorsement of any course of
treatment, procedure, information, medication, medical device, or product and
that the ultimate responsibility for diagnosing and treating you rests with
your medical provider. The information
made available on or through the Services, Content, Documentation, or Materials
should not be relied upon when making medical decisions or to diagnose or treat
a medical condition. Use of the
Application does not create a physician-patient relationship.
License and Usage.
Application, Documentation and Materials License Grant.
For the duration of these Terms and as long as you fully
comply with these Terms, WWHI grants you and you accept a personal,
non-commercial, limited, non-exclusive, non-transferable, non-sublicensable,
revocable license to (a) download and install a copy of the mobile app version
of the Application from the applicable App Store and in the form of
machine-readable, executable object code form only and use it on a mobile
device that you own or control; (b) access and use the website version of the
Application that is available through the Website and in the form of
machine-readable, executable object code form only; and (c) access, copy, print,
and download the Documentation (if any) and Materials that accompany the Application
provided that (i) you obtained lawful and authorized access to the Application;
(ii) you do not modify or delete (including through selectively copying or
printing material) any copyright, trademark, or other proprietary notice that
appears on such Documentation or Materials; and (iii) you do not make any
additional representations or warranties relating to such Documentation or
Materials. WWHI will be under no obligation to provide any updates,
enhancements, modifications, revisions, or additions to the Application,
Documentation, or Materials.
Website and Content License Grant.
For the duration of these Terms and as long as you fully comply
with these Terms, WWHI grants you and you accept a personal, non-commercial, limited,
non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access
and use the Website; and (b) access, copy, print, and download the Content that
WWHI purposely makes available to you for copying, printing, or downloading in
connection with your use of the Website, provided that (i) you obtained lawful
and authorized access to the Website; (ii) you do not modify or delete
(including through selectively copying or printing material) any copyright,
trademark, or other proprietary notice that appears on such Content; and (iii)
you do not make any additional representations or warranties relating to such Content.
WWHI will be under no obligation to provide any updates, enhancements,
modifications, revisions, or additions to the Website or the Content.
App Stores and Third Party Fees.
You acknowledge and agree that the availability of the
Application is dependent on the third party from whom you downloaded the
Application (e.g., the Apple App Store® or Google Play™) (“App
Store”). You acknowledge that these Terms are between you and WWHI and
not with the App Store. As between WWHI and the App Store, WWHI and not the App
Store, is solely responsible for the Application, Documentation, Materials, addressing
any claims relating to the Application (e.g., product liability, legal
compliance, or consumer protection) and, if made available by WWHI, maintenance,
support services, and warranty for the Application. You agree to pay all fees
(if any) charged by the App Store in connection with the Application. You agree
to comply with, and your license to use the Application is conditioned upon
your compliance with, all applicable third party terms and conditions (e.g.,
the App Store’s terms and policies) related to the Application.
The following applies to any Application accessed through
or downloaded from the Apple App Store:
You will only use the Apple App Store sourced Application (1) on an
Apple-branded product that runs the iOS, and (2) as permitted by the “Usage
Rules” set forth in the Apple App Store Terms of Service, as they may be
revised from time to time.
In the event of any failure of the Apple App Store sourced Application to
conform to any applicable warranty, you may notify Apple, and Apple will refund
the purchase price (if any) for such Application to you and to the maximum
extent permitted by applicable law, Apple will have no other warranty
obligation whatsoever with respect to the Apple App Store sourced Application.
As between WWHI and Apple, any other claims, losses, liabilities, damages,
costs or expenses attributable to any failure to conform to any warranty will
be the sole responsibility of WWHI.
You and WWHI acknowledge that, in the event of any third party claim
that the Apple App Store sourced Application or your possession and use of that
Apple App Store sourced Application infringes that third party’s intellectual
property rights, as between WWHI and Apple, WWHI, not Apple, will be solely
responsible for the investigation, defense, settlement and discharge of any
such intellectual property infringement claim to the extent required by these
You and WWHI acknowledge and agree that Apple, and Apple’s subsidiaries,
are third party beneficiaries of these Terms as related to your license of the Apple
App Store sourced Application, and that, upon your acceptance of these Terms,
Apple will have the right (and will be deemed to have accepted the right) to enforce
these Terms as related to your license of the Apple App Store sourced Application
against you as a third party beneficiary of these Terms.
Ownership of Content, Documentation, and Materials.
You acknowledge and agree that all Content, Documentation and
Materials is the exclusive property of and owned by WWHI or its licensors and
is protected by copyright, trademark, trade dress and various other
intellectual property rights and unfair competition laws. These marks and
copyrights may not be copied, imitated, or used, in whole or in part, without
the express prior written permission from their respective owners, and then
with the proper acknowledgments. Nothing on or in the Services, Content,
Documentation, or Materials will be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any trademark, logo or
service mark displayed on the Services, Content, Documentation, or Materials without
the owner’s prior written permission, except as otherwise described in these
WWHI retains all
right, title, and interest in the Application, content, Documentation and
materials and all rights not expressly granted in these terms are reserved.
You will not, nor will you permit anyone else over which you exercise control,
including but not limited to those individuals you invited to participate in or
otherwise monitor your health, to (a) except as expressly permitted in Sections
4.1(c) (addressing copies) and 4.2(b) (addressing copies), copy or reproduce
the Application, Content, Documentation, or Materials in whole or in part; (b)
modify, translate, or create derivative works of the Application, Content,
Documentation, or Materials; (c) reverse engineer, decompile, disassemble or
otherwise attempt to gain the source code to the Website or the Application except
to the extent the foregoing restrictions are expressly prohibited by applicable
law; (d) distribute, sublicense, assign, share, timeshare, sell, rent, lease,
grant a security interest in, use for service bureau purposes or otherwise
transfer the Application, Content, Documentation, or Materials; (e) export,
re-export, divert or transfer the Application, Content, Documentation, or
Materials to any country that is embargoed by the United States or designated
by the U.S. Government as a “terrorist supporting” country; (f) unless
expressly authorized by WWHI in writing, authorize or undertake a penetration
test, vulnerability scan, social engineering test or any other similar activity
against the Services or WWHI; (g) interfere with or attempt to interfere with
the proper functioning of the Services; (h) access the Application, Content,
Documentation, or Materials to build a competitive product or service; or (i)
violate these Terms. Any unauthorized use of the Application, Content,
Documentation, or Materials terminates the licenses WWHI granted to you pursuant
to these Terms.
Feedback and Use of Created Materials.
You agree that submission of any ideas, suggestions,
documents, or proposals to WWHI through its suggestion form, feedback form,
wiki, forum, support email, or similar means (collectively, the “Feedback”)
is at your own risk and that WWHI has no obligations (including without
limitation obligations of confidentiality) with respect to such Feedback. You represent
and warrant that you have all rights necessary to submit the Feedback. You
hereby grant to WWHI a royalty-free, perpetual, irrevocable, worldwide, and
nonexclusive right and license to use, copy, reformat, display, perform,
modify, disclose, distribute, adapt, create derivative works of, and otherwise
commercially or non-commercially exploit in any manner, any and all Feedback,
and to sublicense the foregoing rights.
Sharing Your Information and video consent.
By using the Application, you acknowledge that WWHI may
share the information you input into the Application, including, but not
limited to, health information, or the information the Application otherwise
gathers, collects or records (collectively, the “Records”) with your
participating medical provider and you consent to WWHI sharing such Records
with your participating medical provider. You acknowledge that WWHI has no
control over how your participating medical provider may use or disclose your
Records and, to the fullest extent permissible by law, you assume any and all
risk, known or unknown, that arises from or is related to your participating
medical provider and such providers use of the HealthKOS™ patient communication
platform and the Records. Your participating medical provider is required to
comply with the Health Insurance Portability and Accountability Act (“HIPAA”)
as well as more restrictive state laws, as applicable, in such providers use
and disclosure of your health information. You may read your participating
medical provider’s Notice of Privacy Practices for additional details on how
the provider uses and discloses your health information.
Family, Friends, and Other Third Parties.
The Application permits you to invite others, such as your
family members and friends, to participate in your healthcare (the “Invited
Third Parties”). You may do so by, for example, sending them an e-mail
invitation from the Application. You understand that WWHI will disclose some or
all of your Records to the Invited Third Parties. These Invited Third Parties
may, for example, receive alerts about your blood pressure and other healthcare
metrics as well as your use of or failure to use the Application. You
acknowledge that WWHI has no control over how Invited Third Parties may use or
disclose your Records and, to the fullest extent permissible by law, you assume
any and all risk, known or unknown, that arises from or is related to the Invited
Third Parties and their use of the Application or receipt of your Records.
Use of Video Conferencing.
The Application includes a video conferencing feature,
which allows you and your participating medical provider to communicate
real-time through a video conference call. In using the video conferencing
feature, you agree and understand that:
You are not required to use the video conferencing feature and you can
stop using the feature at any time.
You should not use the video feature until you discuss the risks, benefits,
and consequences of using this feature with your medical provider.
The video session with you and your medical provider may be recorded
and stored. The stored session may also be shared with other third parties, if
such sharing is permitted by applicable law or with your consent, including as
Your request to connect with your medical provider via a video
conference call is not immediate. It may take your medical provider several
hours or days to respond to your request to have a video conference.
Accordingly, you will not rely on this video feature in the event of an
you are experiencing an emergency, dial 911 and go to the hospital.
Your medical provider may have additional policies and procedures that
govern your use of the video feature. Your provider may also require that you
sign additional consent forms before this feature is available to you or before
your provider will respond to your connection request. This feature is only
available to you if your provider agrees to use the feature.
Video and technology is not perfect. You may experience delays,
downtime, and other connection issues when using the video feature, which may
interfere with your use of the feature or otherwise compromise the quality of
While the video conferencing feature uses encryption to secure the
connection, video conference calls may not be secure and could be subject to
electronic tampering. For example, there may be other people standing in the
room that are outside of the view of the camera. Also, security protocols could
fail, causing a breach of privacy and disclosure of your Records.
Your medical provider may charge you a fee to use the video feature.
In the event your provider uses the video feature to provide medical
services, you understand that not all medical services are available when using
the video feature. For example, in some circumstances, medical providers cannot
write prescriptions for controlled substances when they see their patient over
video. Additionally, the video visit may not be equal to a face-to-face visit
because, unlike a traditional face-to-face visit, your medical provider does
not have the use of the other senses such as touch or smell.
Registering and Maintaining your Account.
To access and use the Application, you must register for
an account with WWHI. As part of the registration process, (a) if you are a
patient with a participating medical provider, you agree and understand that
WWHI may receive certain Records about you from your participating medical
provider; and (b) if you are an Invited Third Party, you agree that WWHI may
receive certain information about you from the individual that issued the invitation
(e.g., your relationship to the individual that issued the invitation).
You agree to provide and maintain true, accurate, current, and complete
information about yourself and, if applicable, to provide true, accurate,
current, and complete information to your medical provider. WWHI is
expressly relying on you providing and maintaining true, accurate, current and
complete information and you agree and understand that some features of the
Application may not function properly or may not be available to you unless you
provide and maintain true, accurate, current, and complete information. If
you are a patient with a participating provider, your account with WWHI will
only be available to you so long as (i) you remain a patient with a medical
provider who is using the HealthKOS™ patient communication platform; (ii) your
medical provider approves your enrollment in and ongoing use of the HealthKOS™ patient
communication platform; and (iii) you comply with these Terms. If you are an
Invited Third Party, your account with WWHI will only be available to you so
long as (1) the individual that issued you the invitation does not disable your
invitation or you otherwise decline to accept invitation; (2) you do not
unenroll from the HealthKOS™ patient communication platform; and (3) you comply
with these Terms.
Disabling Account and Deleting Records.
If you are a patient with a participating provider, to
disable your account with WWHI, you must notify your participating medical
provider, who will then notify WWHI to disable your account with WWHI. Your
WWHI account may be disabled or otherwise made inaccessible as requested by
your participating medical provider. If you are an Invited Third Party, you may
unenroll from the HealthKOS™ patient communication platform by providing WWHI
with applicable notice through the Services, otherwise request for the
individual who sent you the enrollment invitation to cancel or otherwise
disable the invitation, or use such other process as WWHI may reasonably
require. WWHI will maintain your Records for the longer of, as applicable, (a)
as required by applicable law; (b) the terms of WWHI’s agreement with your
Username and Password.
Protecting Access Credentials.
To access and use the Application, you must use your
Access Credentials. Given the types of services being provided, you agree and
acknowledge that you must take appropriate steps and use reasonable security
measures to protect your Access Credentials and the data in the Application by,
for example, protecting your password, selecting a strong password, using
secure Wi-Fi or VPN, using antivirus software on your computer, using a
firewall on your computer, locking your mobile device and your computer, and
using any and all other appropriate and reasonable practices.
Sharing Access Credentials.
You may not share your account or Access Credentials with
anyone. You agree that you will be responsible for any and all statements made,
and acts or omissions that occur, through the use of your Access Credentials. WWHI
may assume that any communications WWHI receives under your Access Credentials
were made by you unless WWHI receives written notice from you otherwise.
If you have any
reason to believe or reasonably suspect any loss, theft or unauthorized use of
your Access Credentials, your device, or that your access to the Application
was compromised, you must immediately notify us by e-mail using the contact
information set forth in Section 1 (How to Contact WWHI), with attention
to our Security Officer.
You represent and warrant (and WWHI is relying on your
representation and warranty) that (a) you own or otherwise control all the
rights or have sufficient rights to the Feedback and other information you
submit (“Submitted Information”) or that such items are known to
you to be in the public domain; (b) that the Submitted Information is accurate;
(c) that use of the Submitted Information you supply does not violate any
provision in these Terms, is not confidential, proprietary, infringing of any
third party intellectual property rights or terms you may have agreed to with a
third party; (d) that the Submitted Information is not defamatory or otherwise
trade libelous; (e) you do not violate any applicable law, statute, ordinance
or regulation; and (f) you are not listed on any U.S. Government list of
prohibited or restricted parties, including the list of Specially Designated
Nationals and Blocked Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or any list of known or
suspected terrorists, terrorist organizations or other prohibited persons.
Use of the Website.
You or third parties acting on your behalf are not allowed
to use frames or framing techniques to enclose any portion of the Services
without our express written consent.
You expressly agree to refrain from doing, either
personally or through an agent, any of the following: (a) use any device or
other means to harvest or attempt to harvest information about other users; (b)
transmit, install, upload or otherwise transfer any “viruses,” “time bombs,”
“malware,” worms, trojans, malicious software or any code that is designed to delete,
disable, deactivate, interfere with, or otherwise harm or disrupt the Services
or that in any way affects the use, enjoyment or service of the Services, or
any user’s mobile device, computer or other medium used to access the Services
or that attempts to violate any security feature of the Services; (c) modify
the information, including headers, found on the Services; (d) transmit,
install, upload or otherwise transfer to the Services any unauthorized
advertisement or communication; (e) engage in any action which WWHI determines
in its sole discretion is detrimental to the use and enjoyment of the Services;
or (f) transmit, install, upload, post or otherwise transfer any information in
violation of the laws of the United States. Further, you may not use any
hardware or software intended to damage or interfere with the proper working of
the Services or to surreptitiously intercept any system, data, or personal
information from the Services.
Right to Remove Material and Disable Features.
WWHI has an absolute right to remove any Content,
Document, and Materials from the Services and disable any features in the
Services in its sole discretion at any time and for any reason.
and Third Party Websites.
The Application, Content, Documentation, and Materials may
contain hyperlinks to other websites. These links are provided as a convenience
to you and as an additional avenue of access to the information contained on
such websites. WWHI is not responsible for the content of those or any other
websites or any products or services that may be offered through those or any
other websites and does not endorse such content, goods, or services.
WWHI has no control over third party websites and makes no
claim or representation regarding such websites. WWHI accepts no responsibility
for, the quality, content, nature, or reliability of any websites accessible by
hyperlink from the Application, Content, Documentation, or Materials. Different
terms and conditions may apply to your use of any linked sites. For example,
WWHI may include a link for you to connect with us on Facebook or to follow us
on Twitter; each of these companies has its own terms and conditions which you
may be required to accept and follow. WWHI is not responsible for any losses,
damages or other liabilities incurred as a result of your use of any linked
sites. You should refer to such websites’ respective privacy policies and terms
Notification of Copyright Infringement.
WWHI respects the intellectual property rights of others
and requests that you do the same. If you believe your copyright or the
copyright of a person on whose behalf you are authorized to act has been
infringed, you may notify WWHI in writing to the e-mail address or mailing
address provided in Section 1 of these Term with attention to Copyright Agent. To
be effective, your notification must be in writing, include your contact
information, provided to our copyright agent, and include: (a) signature of a
person authorized to act; (b) identification of the copyrighted work claimed to
have been infringed; (c) identification of the material that is claimed to be
infringing including references to the location of the material on the Services;
and (d) comply with all other requirements of the Digital Millennium Copyright
Act, if any.
Notification of Other Intellectual Property Infringement.
If you believe your non-copyright intellectual property
rights were violated (e.g., trademark rights), please notify us in
writing to the e-mail address or mailing address provided in Section 1 of these
Terms with attention to General Counsel.
No Duty to Validate Claim.
WWHI undertakes no duty to determine the validity of any
claim of copyright or trademark infringement.
Definition of Confidential Information.
In receiving the services from WWHI, you may have access
to or otherwise receive information from WWHI that is confidential or
proprietary to WWHI (“Confidential Information”). For purposes of
these Terms, “Confidential Information” includes all information in spoken,
printed, electronic or any other form or medium, relating directly or
indirectly to: (a) the Application, Documentation, or Materials; (b) information
relating to WWHI’s business or financial affairs, including all financial
information, pricing structures and policies, employee information, contractor
information, know-how, processes, vendor lists, reports, product plans,
marketing plans and techniques, management plans and techniques, negotiations, communications,
internal controls, security procedures and controls, policies, handbooks,
manner of operation, and trade secrets; and (c) any other information,
knowledge or data, in whatever form or medium, concerning or relating to the
business affairs of WWHI or of any other person or entity that has entrusted
information to WWHI in confidence which is not generally known by the public at
large and that should reasonably have been understood by you (because of
legends or other markings, the circumstances of disclosure, or the nature of
the information itself) to be proprietary or confidential to WWHI.
Confidential Information does not include any information that
you can demonstrate by written records: (a) at the time of disclosure or
thereafter is generally available to and known by the public (other than as a
result of its disclosure by you or someone acting on your behalf); (b) was
available to you on a non-confidential basis prior to its disclosure by WWHI or
someone acting on its behalf; (c) becomes available to you on a
non-confidential basis from a person who is not otherwise bound by a
confidentiality agreement with WWHI, or by any other obligation of secrecy; (d)
is independently developed by you without the aid, application or use of WWHI’s
Confidential Information; or (e) subject to Section 9.4 (Required Disclosures), is required by law to be disclosed.
You agree not to use WWHI’s Confidential Information except
in connection with the performance or use of the Services, as applicable,
without the prior written consent of WWHI. Nothing in this Section prohibits
you from exercising any of your statutory rights or to otherwise cooperate with
any government investigation or audit.
You agree to maintain the confidentiality of the Confidential
Information, and to protect as a trade secret any portion of WWHI’s Confidential
Information that constitutes a trade secret, by using reasonable efforts, to
prevent any unauthorized copying, use, distribution, disclosure, installation
or transfer of possession of such Confidential Information.
In the event you or anyone acting on your behalf receives
a request to disclose any Confidential Information under the terms of a valid
and effective subpoena or order (including oral questions, interrogatories,
requests for information or documents, civil investigative demand or similar
process, or otherwise) issued by a court of competent jurisdiction,
administrative agency or is otherwise legally compelled (collectively, the “Order”),
unless otherwise prohibited in such Order, you agree to: (a) promptly notify WWHI
of the existence, terms and circumstances surrounding such a request; (b) cooperate
with WWHI to secure confidential treatment of the Confidential Information or
to otherwise take legally available steps to resist or narrow such request; and
(c) if disclosure of such Confidential Information is required, disclose to the
person compelling disclosure only that portion of WWHI’s Confidential
Information that is legally required.
You agree to indemnify and hold WWHI and its parents,
subsidiaries, affiliates, officers, employees, agents, partners, and licensors
(collectively, the “WWHI Parties”) harmless from any losses,
costs, liabilities, government investigations, and expenses (including
reasonable attorneys’ fees) relating to or arising out of: (a) any data you
submit to or through the Services; (b) your use of, or inability to use, the Services;
(c) your violation of these Terms; (d) your violation of any rights of another
party; or (e) your violation of any applicable laws, rules or regulations. WWHI
reserves the right, at its own cost, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which
event you will fully cooperate with WWHI in asserting any available defenses.
11. Disclaimer of
Use of Services.
understand and agree that to the fullest extent permitted by applicable law,
your use of the Services, Content, Documentation, and Materials is at your sole
risk and the Services, Content, Documentation, and Materials are provided on an
“as is” and “as available” basis, with all faults. The WWHI Parties expressly
disclaim all warranties, representations, and conditions of any kind, whether
express or implied, including, but not limited to, the implied warranties or
conditions of merchantability, fitness for a particular purpose,
non-infringement, and warranties implied from a course of performance or course
Operation of Services.
The WWHI Parties
make no warranty, representation or condition that: (i) the Services will be
uninterrupted, timely, or error-free; (ii) that the Application will be secure,
provided that WWHI uses commercially reasonable efforts to secure the Application
and materially complies with its privacy and security obligations pursuant to
applicable laws, including HIPAA; (iii) any errors in the Services will be
corrected; or (iv) that your use of the Services, Content, Documentation, or
Materials will not result in the loss of, or damage to, your Records, any other
information, your devices, or any other equipment you use TO access the
Services, Content, Documentation, or Materials. The Services may be subject to
delays, cancellations, and other disruptions. The WWHI Parties assume no
responsibility for the timeliness, deletion, mis-delivery or failure to store
your Records or other information through the Services.
of Information Obtained from your Medical Devices.
While WWHI intends that the data submitted by the medical
devices that you use in connection with the HealthKOS™ patient communication platform
is accurate, complete, and reliable, you agree and understand that such data is
provided by third-parties over which WWHI has no control. ACCORDINGLY, WWHI MAKES NO WARRANTIES OR
REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF such data or
that such data will meet your requirements or that of your participating
of Medical Device.
You agree and
understand that your use, access, download, or otherwise obtaining information
or data from the medical devices is at your own discretion and risk and that
you will look solely to any representation, warranties, and covenants made by
the manufacturer of such medical device to you in the event such medical device
malfunctions or otherwise causes any damage to you, your data, or any of your
devices. any terms, conditions,
warranties, or representations associated with such medical device are solely
between you and such medical device manufacturer.
No advice or
information, whether oral or written, obtained by you from the WWHI Parties or
through or from the Services, Content, Documentation, or Materials will create
any warranty of any kind. WWHI disclaims any and all lability for the acts,
omissions, and conduct of any third parties in connection with or related to
your use of the Services, Content, Documentation, or Materials.
Your sole remedy
against WWHI for dissatisfaction with the Services, Content, Documentation, or
Materials is to stop using the Services, Content, Documentation, and Materials.
This limitation of relief is a part of the bargain between you and WWHI.
WWHI reserves the right to restrict or terminate your
access to the Services or any feature or part thereof at any time and for any
reason. WWHI further reserves the right to do any of the following, at any time
and without notice: (a) to modify, suspend or terminate operation of or access
to the Services, or any portion of the Services, for any reason; (b) to modify
or change the Services, or any portion of the Services, and, except as
applicable policies or terms; and (c) to interrupt the operation of the
Services, or any portion of the Services, as necessary to perform routine or
non-routine maintenance, error correction, or make other changes.
of Jurisdiction and Relief.
jurisdictions, the law may not permit or may limit the disclaimer of
warranties, so the above disclaimer may not apply to you and may be limited in
its application. Termination of your access or use will not waive or
affect any other right or relief to which WWHI may be entitled at law or in
12. Limitation of
Except where prohibited by law, IN NO EVENT WILL the WWHI PARTIES BE
LIABLE TO YOU OR TO ANY OF YOUR AGENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL, punitive, or other DAMAGES INCLUDING, WITHOUT
LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, GOODWILL, reputation,
failure to provide notice or alert, OR OPPORTUNITIES, WHETHER OR NOT the WWHI
parties have BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR
IN CONNECTION WITH these Terms OR THE Services, ON ANY THEORY OF LIABILITY
(whether such liability is based on contract, tort, negligence or any other
cause of action, including the failure of essential purposes), RESULTING FROM:
(1) THE USE OR INABILITY TO USE THE Services, Content, Documentation, or
Materials; (2) any other site you access through a link on the Services,
Content, Documentation, or Materials; (3) any defamatory, offensive, or illegal
conduct of any use of the Services.
If, notwithstanding the other provisions of these Terms, WWHI
is found to be liable to you for any damage or loss which arises out of or is
in any way connected with your use of the Application or these Terms, WWHI’s liability will in no event exceed
US$10.00. Some jurisdictions do not allow limitations of liability, so
the foregoing limitation may not apply to you.
OF THE BARGAIN.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WWHI AND YOU.
13. GOVERNING LAW AND
The laws of the State of Florida, without regard to any
conflicts of laws principles thereof, will govern the construction and
interpretation of these Terms and the rights of the parties hereunder. The
parties hereunder agree on behalf of themselves and any person claiming by or
through them that the exclusive jurisdiction and venue for any action or
proceeding arising out of or relating to these Terms or the Services will be an
appropriate state or federal court located in Brevard County, Florida and each party
irrevocably waives, to the fullest extent allowed by applicable law, the
defense of an inconvenient forum. You and WWHI agree that these Terms will not
be governed by the following, the application of which is hereby expressly
excluded: (a) the United Nations Convention on Contracts for the International
Sale of Goods, and (b) the Uniform Computer Information Transactions Act, as
enacted in any jurisdiction.
WWHI strives to provide you with excellent services. If
you believe that WWHI has not met this goal or that WWHI did not comply with these
Terms, please contact WWHI using one of the means set forth in Section 1
(How to Contact WWHI) to give WWHI the opportunity to address your
14. Changes to These Terms
WWHI may change these Terms from time to time. Please take
a look at the “Last Modified” legend at the top of this page to see when these
Terms were last revised. Any non-material changes to these Terms will become
effective when WWHI posts the revised Terms on the Website or pushes them out
to the Application, as applicable. When WWHI changes these Terms in a material
way, WWHI will issue a Change Notice as described above.
WWHI reserves the right, without notice and in its sole
discretion, to terminate your license to use the Services, Content, Documentation,
and Materials and to block or prevent future access to and use of the Services,
Content, Documentation, or Materials. You may disable your account as described
in Section 6 (Registration and Conduct) above.
16. General Terms.
The communications between you and WWHI use electronic
means. You (a) consent to receive communications from WWHI in an electronic
form; and (b) agree that all terms and conditions, agreements, notices,
disclosures, and other communications that WWHI provides to you electronically
satisfy any legal requirement that such communications would satisfy if it were
to be in writing. The foregoing does not affect any statutory rights you may
These Terms, and your rights and obligations hereunder,
may not be assigned, subcontracted, delegated, or otherwise transferred by you
without WWHI’s prior written consent, which may be withheld at WWHI’s sole
discretion, and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void. WWHI may assign,
subcontract, delegate, or otherwise transfer or sublicense any rights
(including license rights) granted to WWHI hereto.
WWHI will not be liable for any delay or failure to
perform resulting from causes outside its reasonable control, including, but
not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labor, materials, or changes in
YOU AND WWHI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF
OR RELATED TO these Terms MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH
CAUSE OF ACTION IS PERMANENTLY BARRED.
The parties hereto are independent contractors and nothing
in these Terms is to imply an agency, joint venture, partnership, or fiduciary
relationship between such parties.
WWHI may provide notice to you by e-mail to the most
recent e-mail address on file with WWHI. Where WWHI requires that you provide
an e-mail address, you are responsible for providing WWHI with your most
current e-mail address. In the event that the last e-mail address you provided
to WWHI is not valid, or for any reason is not capable of delivering to you any
notices required or permitted by these Terms, WWHI’s dispatch of the e-mail
containing such notice will nonetheless constitute effective notice. You may
give notice to WWHI at the mailing address set forth in Section 1. Such notice will
be deemed given when received by WWHI by letter delivered by a nationally
recognized overnight delivery service or first class postage prepaid mail with
A printed version of these Terms will be admissible in
judicial or administrative proceedings based on or relating to use of the Services
or these Terms to the same extent and subject to the same conditions as other
business documents and records originally generated and maintained in printed
Any waiver or failure to enforce any provision of these
Terms on one occasion will not be deemed a waiver of any other provision or of
such provision on any other occasion.
If any provision of these Terms is, for any reason, held
to be invalid or unenforceable, the other provisions of these Terms will remain
enforceable, and the invalid or unenforceable provision will be deemed modified
so that it is valid and enforceable to the maximum extent permitted by law.
Termination or expiration of these Terms for any reasons will
not release either party hereto from any liabilities or obligations set forth
in these Terms which remain to be performed or by their nature would be
intended to be applicable following any such termination or expiration.
You may not use, export, import, or transfer the Services,
Content, Documentation, or Materials except as authorized by U.S. law, the laws
of the jurisdiction in which you obtained the Services, Content, Documentation,
or Materials, and any other applicable laws. In particular, but without limitation,
the Services, Content, Documentation, and Materials may not be exported or
re-exported (a) into any United States embargoed countries; or (b) to anyone on
the U.S. Treasury Department’s list of Specially Designated Nationals or the
U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the
Application, you represent and warrant that (i) you are not located in a
country that is subject to a U.S. Government embargo, or that has been
designated by the U.S. Government as a “terrorist supporting” country and (ii)
you are not listed on any U.S. Government list of prohibited or restricted
parties. You also will not use the Application for any purpose prohibited by
U.S. law, including the development, design, manufacture or production of
missiles, nuclear, chemical or biological weapons. You acknowledge and agree
that products, services or technology provided by WWHI may be subject to the
export control laws and regulations of the United States. To the extent
applicable, you will comply with these laws and regulations and will not,
without prior U.S. government authorization, export, re-export, or transfer WWHI
products, services or technology, either directly or indirectly, to any country
in violation of such laws and regulations.
and exclusive agreement of the parties hereto with respect to the subject
matter hereof and supersedes and merges all prior discussions between the
parties with respect to such subject matter.
Capitalized terms defined in the singular include the
plural and vice versa. The word “any” means “any and all.” The Section headings
appearing in these Terms are inserted for convenience only and in no way
define, limit, construe, or describe the scope or extent of such Section or in
any way affect such Section. The words “herein,” “hereof,” “hereunder,” and
other words of similar import refer to these Terms as a whole and not to any
particular Section or other subdivision.