Last updated January 31, 2019
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE OR SERVICES, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" extends beyond you to also refer and apply to that company or other legal entity.
The Website enables authorized clinicians and patients (collectively, "Authorized Users") to access and browse the Website, which consists of a password-protected patient portal, dashboard and data management tools (the "Services").
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control.
All materials contained on, in, or available through the Website and Services, including all information, data, text, downloadable content, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials ("PhysioAge Content") are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the PhysioAge Content, whether registered or not, are our sole property or the property of third parties. The PhysioAge Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website or Services, any ownership rights in the PhysioAge Content. Notwithstanding the foregoing, Authorized Users may review, download and print copies of labwork, reports, test results and explanations (collectively, "Authorized Materials") which apply to them or their patients. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website or Services, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.
You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Website or Services. You may not copy (except as expressly permitted by these Terms) or publish the Website or Services, or components thereof, for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website or Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website or Services, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website or Services in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
You represent and warrant that: (i) you are at least eighteen (18) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.
To access your Authorized Materials on the Website and to access and use the Services, you must have a username and password (collectively, a "Log-In"), which will allow you to access your patient portal and dashboard (collectively, "Account"). Clinicians will receive a Log-In from PhysioAge. Patients will receive a Log-In from their clinicians. You agree to (a) provide accurate, current and complete information; (b) maintain and promptly update any other information you provide to us, to keep it accurate, current and complete; and (c) be fully responsible and liable for all use of your Account. You may not transfer your Account to another person or share it with anyone. You are responsible for all activities that occur under your Account. We will not be responsible for any issues that may result if you fail to comply with these requirements. You agree to notify us immediately of any unauthorized use of your Account or any breach of security with respect to your Account.
The Website and Services should not be construed as providing specific health or medical advice for individual patients, and are not intended to replace a relationship with a physician or qualified healthcare provider familiar with your medical history. All Authorized Materials and subsequent diagnoses and treatment plans should be discussed with a physician or qualified healthcare provider. Use of the Website and Services does not create a doctor-patient relationship. If you think you may be experiencing a medical emergency, call 911 immediately.
We have the right to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
We may take any of the above actions for any reason, as determined by us in our sole discretion, including, but not limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Website or Services (or any part thereof), and (e) unexpected technical or security issues or problems. You agree that we will not be liable to you or any third party for taking any of these actions.
Furthermore, we reserve the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Website or Services, including but not limited to availability of the Website or Services on any particular device or communications service. We have no obligation to provide you with notice of any such changes, and we are under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Website or Services.
THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES, OUR AFFILIATES, AND/OR OUR THIRD PARTY PARTNERS AND VENDORS) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE AND/OR SERVICES; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE AND/OR SERVICES; AND (iii) REGARDING THE PROVISION OF THE WEBSITE AND/OR SERVICES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE OR SERVICES WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE AND SERVICES.
IN NO EVENT WILL PHYSIOAGE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE AND/OR SERVICES. IN NO EVENT WILL PHYSIOAGE’S AGGREGATE LIABILITY (INCLUDING THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE AND/OR SERVICES EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES AND JURISDICTIONS, OUR LIABILITY (INCLUDING THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
By using the Website and Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Website and Services or the creation, placement or transmission of any message, information, software or other materials through the Website and Services by you or related to any violation of these Terms by you (collectively, "Indemnified Matters"). We shall control the defense of any Indemnified Matters through counsel of our choice.
We respect the intellectual property rights of others, and require that people who use the Website and Services do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you believe in good faith that your copyright has been infringed, please write to us at the address provided below, providing at a minimum the following information:
Please submit your notice to the following address:
The Terms shall be governed by and construed under the laws of the State of New York applicable to agreements made and fully performed therein. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, for any action arising out of or relating to these Terms.
These Terms, including the policies and other terms referenced herein, constitute the entire agreement between you and us with respect to the use of the Website and Services, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof. You also may be subject to additional terms and conditions that may apply in Third-Party Sites and Third-Party Applications or Content.
We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You may not assign, sublicense, or delegate your rights hereunder.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms at any time. Your continued use of the Website and Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) Website or Services.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this Agreement.
No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to email@example.com or by writing to us at PhysioAge Systems LLC, 30 Central Park South, Suite 8A, New York, NY 10019.
If you have any questions regarding these Terms or the Website and/or Services, please contact us at firstname.lastname@example.org