Terms of Service

Effective January 7, 2016

GENERAL

THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE WEBSITES AND MOBILE APPLICATIONS OWNED AND OPERATED BY Xperii CORP. (“Xperii”, "Company", “WE”, “US” OR “OUR”), INCLUDING WWW.CLARAHEALTH.COM AND APP.CLARAHEALTH.COM (COLLECTIVELY, THE “SERVICE”). BY USING OR DOWNLOADING THE SERVICE, YOU: (A) AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE; AND (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER. THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE Service.

These Terms may be updated from time to time without notice to you. Your use of the Service after the Terms have been updated shall constitute acceptance by you of any modifications, additions or deletions to the Terms caused by such update. You may refer to the most current version of these Terms at any time by returning to this web page or section of the mobile application.

WE DO NOT PROVIDE MEDICAL ADVICE

The Service does not provide medical advice. If you think you have a medical emergency, call your health care provider or 911 immediately. YOU SHOULD NOT RELY ON THE INFORMATION PROVIDED ON THE SERVICE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU ARE ENCOURAGED TO SEEK PROFESSIONAL MEDICAL DIAGNOSIS AND TREATMENT FOR ANY MEDICAL CONDITION, AND TO DISCUSS INFORMATION ABOUT/FROM THE SERVICE WITH YOUR HEALTHCARE PROVIDER. INFORMATION PROVIDED ON THE SERVICE IS PROVIDED FOR INFORMATIONAL PURPOSES AND IS IN NO WAY INTENDED TO SUBSTITUTE CONSULTING A MEDICAL PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SERVICE. YOUR USE OF INFORMATION PROVIDED ON THE SERVICE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SERVICE OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. RESULTS GENERATED FROM OUR DATABASE ARE NOT, AND SHOULD NOT BE CONSIDERED AS, MEDICAL ADVICE. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, STUDIES, PROTOCOLS, TREATMENTS, PHYSICIANS, PROCEDURES, OPINIONS, PRODUCTS OR OTHER INFORMATION THAT MAY APPEAR ON THE SERVICE OR ON LINKS REACHED THROUGH THE SERVICE. If you rely on any of the information provided by the Service, you do so solely at your own risk. In view of the constant advances in medical knowledge and differences of opinion among medical authorities, you are advised to confirm information on the Service with your healthcare provider. We have no control over, and cannot guarantee the availability of any research study at any particular time. We will not be liable for cancelled research studies or your inability to participate in studies or any injury resulting there from. Studies presented on the Service may not be approved by the participating medical center’s institutional review board, may be cancelled, or may not be enrolling patients.

GRANT OF LICENSE; PROPRIETARY RIGHTS

Participant to the terms and conditions of these Terms, Xperii hereby grants to you a personal, revocable, non-transferable and non-exclusive license to install and use our mobile application on your mobile device for the purposes of your own internal, noncommercial use and to view, download for caching purposes only, and print pages from the Service for your own personal use, pursuant to the restrictions in these terms of service.

No license is granted to any third party and you have no right to make available to anyone access to the Service. Xperii reserves the right to discontinue all or part of the Service or the foregoing license grant with or without notice at any time. Xperii does not transfer any ownership interest in the Service, any copies of the Service, any Content (as defined below), or any intellectual property related to any of the foregoing, to you under these Terms. Xperii retains all right, title and interest in and to the Service. You agree that Xperii, in its sole discretion, may terminate or restrict your use or access to the Service (or any part thereof) for any reason, including, without limitation, that Xperii believes you have violated or acted inconsistently with these Terms.

The content provided in the Service, including, but not limited to, documents, text, graphics, photos, images, audio or video files, logos, location data, all other forms of data or communication, as well as the compilation of such content and the general “look and feel” of this Service (collectively, the “Content”) is owned by Xperii (or its third-party licensors) and is protected by United States and international copyright and trademark laws. “Xperii”, and other trademarks and product names used in this Service are trademarks owned by Xperii or its licensees (unless otherwise indicated). All Xperii names, logos and trademarks may not be used or reproduced, in any manner, without the prior written permission of Xperii. All rights in such trademarks and names are reserved.

We cannot guarantee that you have any right to use third-party owned Content which is available on this Service and you must obtain permission from the third-party owner before using or downloading such Content. Content which is copyright protected may not be changed nor may any author attribution notice or copyright notice appearing on such Content be altered without first obtaining the appropriate consents.

Except for the limited permission set out above, nothing on this Service or in these Terms should be construed as granting any other right or license. Without limiting the foregoing, you may not:

Republish material from the Service (including republication on another website);
Sell, rent or sub-license material from the Service;
Show any material from the Service in public;
Reproduce, duplicate, copy or otherwise exploit material on the Service for a commercial purpose;
Edit or otherwise modify any material on the Service;
Redistribute material from the Service (except for content specifically and expressly made available for redistribution);
Use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Service without our express prior written consent; or
Use the Service to transmit or send unsolicited commercial communications or use the Service for any purposes related to marketing without our express written consent.

USER GENERATED CONTENT

In these terms of use, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to the Service, for whatever purpose. You grant to us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights. Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). Further, in using the the Service you represent and warrant that your user content will not:

Violate local, state, national or international laws;
Infringe on the intellectual property rights of others or on the privacy or publicity rights of others;
Harm minors in any way;
Forge information or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
Impersonate another person;
Include viruses or other harmful computer code designed to interrupt, destroy or limit the use of any computer software or hardware;
Be in breach of any contractual obligation owed to any person;
be untrue, false or misleading; or
Be illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, sexually explicit, invasive of another’s privacy, hateful or otherwise offensive or embarrassing to any person, as determined by us in our sole discretion. You represent and warrant that you own or control all rights in and to your user content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns. We reserve the right to edit or remove any material submitted to the Service, or stored on our servers, or hosted or published on the Service. Notwithstanding our rights under these terms of use in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, the Service.

You represent and warrant that your user content will not contain Individually Identifiable Health Information or Protected Health Information, as such terms are defined under the Health Information Portability and Accountability Act of 1996, including, without limitation, its implementing regulations (“HIPAA”) or any applicable state laws or regulations. You agree that your user content shall not be identifiable to any individual, consistent with the HIPAA privacy rule standards set forth in 45 C.F.R. §164.514(b). In addition to removing any specific identifying information from your user content, you represent and warrant that you do not have actual knowledge that the remaining data could be used alone or in combination with any other information to identify any individual, including yourself. In the event your user content contains any Individually Identifiable Health Information or Protected Health Information inadvertently, you must immediately notify Xperii, remove the Individually Identifiable Health Information or Protected Health Information from your user content, and indemnify Xperii for any costs or expenses arising therefrom. You agree that Xperii is not responsible for auditing or verifying that your user content meets the requirements of this provision.

GUEST AUTHORS

The Service may contain blogs, podcasts, videos or other Content provided by third parties not affiliated with Xperii (“Guest Authors”). The views and opinions expressed by Guest Authors are those of the Guest Authors and do not necessarily reflect the views or position of Xperii. Xperii disclaims all liability for Content created by Guest Authors. Guest Authors are not compensated for providing their Content unless otherwise indicated at the location where the Guest Author Content is posted.]

CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Company’s Designated Copyright Agent, identified below. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Service by sending us a notice complying with the following requirements.

Identify the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing (or the participant of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Service where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver the notice, with all items completed, to our Copyright Agent at: > 4445 Eastgate Mall, Suite 200 > San Diego, CA 92121

SERVICE ACCESS, SECURITY AND RESTRICTIONS; PASSWORDS

You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Service or any portion thereof without authorization, in violation of these Terms or in violation of applicable law. You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Service, deep-link to any feature or content on the Service, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service. Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this Service. In the event access to the Service or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by Company. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Service may be revoked by Company at any time with or without cause. You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Company arising out of your breach of these Terms or violation of applicable law, your use or access of the Service, or access by anyone accessing the Service using your user ID and password.

ONLINE PAYMENTS

You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

LINKS TO OTHER SITES

We make no representations whatsoever about any other website that you may access through the Service. When you access a third party site, please understand that it is independent from Xperii, and that Xperii has no control over the content on that website. In addition, a link to a non-Xperii website does not mean that Xperii endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Service, you do this entirely at your own risk.

WARRANTY DISCLAIMER

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SERVICE LINKED TO IT.

YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Xperii NOR ANY PERSON ASSOCIATED WITH Xperii MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER Xperii NOR ANYONE ASSOCIATED WITH Xperii REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

Xperii HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

IN NO EVENT WILL Xperii, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SERVICE. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF Xperii TO YOU WITH RESPECT TO YOUR USE OF THE SERVICE WILL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Xperii, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your user content, any use of the Service’s Content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Service.

GOVERNING LAW

These Terms shall be governed by the laws of the State of Massachusetts without regard to its conflicts of laws principles. You hereby consent to the exclusive jurisdiction and venue of the State and Federal Courts located in Middlesex County, Massachusetts in all disputes arising out of or relating to the use of the Service or these Terms and you hereby waive any right to claim that such courts constitute an inconvenient forum for such disputes. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this paragraph.

NO CLASS ACTION

You may only resolve disputes with Xperii on an individual basis, and you hereby waive your right to bring a claim as a plaintiff or participate in a class member in a class, consolidated or representative action, against Xperii. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

MISCELLANEOUS

The Service is intended for use only within the United States. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Xperii’s provision of the Service and these Terms are participant to existing laws and legal process, and nothing contained in these Terms is in derogation of Xperii’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service and or information provided to or gathered by Xperii with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in full force and effect. Unless otherwise specified herein, these Terms and the accompanying Xperii Privacy Policy constitute the entire agreement between you and Xperii with respect to the Service and it supersedes all prior communications and agreements, whether electronic, oral or written, between you and Xperii with respect to the Service.

NOTICES

Please send all questions, comments and notices regarding these Terms to:

[email protected]
or
Clara Health 4445 Eastgate Mall, Suite 200 San Diego, CA 92121