Terms & Agreements
- PLEASE READ THESE TERMS CAREFULLY.
BY CLICKING THE “I AGREE” BUTTON, AND/OR BY INSTALLING AND/OR USING THE HEALTHPASS SOFTWARE, MOBILE APPLICATION, OR ANY INCLUDED DOCUMENTATION, HEALTHPASS’S WEBSITE (“WEBSITE”) AND ANY OF HEALTHPASS’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 Covid 19 Screen, LLC d/b/a HEalthPass (“HEALTHPASS”, “WE”, “US” OR “OUR”).
If you do not accept all of the terms and conditions contained in or incorporated by reference in this Agreement, do not access or use the Software in any manner.
THESE TERMS AND CONDITIONS INCLUDE A CLASS ACTION WAIVER AND AGREEMENT TO ARBITRATE, WHICH LIMIT 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.
- DISCLAIMER OF LEGAL ADVICE
- HealthPass is not a law firm. Neither the Software , nor access to the Software, nor any content provided via the Software or any of its Partner Affiliates, is to be construed as legal advice, nor is either a substitute for the advice of an attorney. HealthPass makes no warranty that use of the Software complies with any laws or regulations of any kind, nor guarantees the enforceability of any legal agreements presented via the Software. You are encouraged to seek legal counsel regarding the suitability for your particular purposes of any content or templates accessible via the Software.
- SCOPE OF AGREEMENT
- MODIFICATION OF THESE TERMS
- HealthPass may change or modify this Agreement from time-to-time without notice other than posting the amended Agreement and terms on the Website. The amended Agreement will automatically be effective when posted on our Website. Your continued use or access of the Software after any changes in the Agreement shall constitute your consent to such changes. HealthPass reserves the right to change, modify or discontinue, temporarily or permanently, the Software (or any portion thereof), including any and all content contained on HealthPass Websites, at any time without notice. You agree that HealthPass shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Software (or any portion thereof).
- GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, HealthPass hereby grants to you a personal, non-transferable, non-exclusive, royalty free, limited license to install, access and use the Software. 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 HealthPass 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”).
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.
- OWNERSHIP OF SOFTWARE
- EXPORT RESTRICTIONS
- You may not access, download, use or export any of the content provided on or by the Software in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and not to directly or indirectly provide or otherwise make available the content contained in the Software in violation of any such restrictions, laws or regulations without all necessary approvals. As applicable, you agree to obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the contents of this Software outside the U.S. By agreeing to these Terms and Conditions, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any country to which export of the contents of this Software is prohibited. All information available on this Software is subject to U.S. export control laws and also may be subject to the laws of the country where you reside.
- 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 HealthPass 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 Covid 19 Screen, LLC d/b/a HealthPass.
- To download, access and use the Software, you must register with HealthPass by providing your name, date of birth, email, phone number, and other information that may be used to personally identify you (collectively, your “Information”). You represent, warrant and covenant to us that any and all Information you provide to us, is and will be true, accurate and complete when given to us, and that in providing such Information to us you will not knowingly omit or misrepresent any material facts or information. If you provide any Information that is, or we have reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, HealthPass may without notice suspend or terminate your access to our Software and refuse any and all current or future use of our Software (or any portion thereof).
- LOG IN AND ACCESS
- Your access to the Software must be via login credentials (“Login Credentials”). You are solely responsible for maintaining the strict confidentiality of your Login Credentials and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. HealthPass is not liable for any harm caused by or related to the theft or disclosure of your Login Credentials, or your authorization to allow another person to access and use the Software using your Login Credentials. In the event of any unauthorized access to or use of your Login Credentials, you must immediately notify HealthPass; however, HealthPass is not responsible or liable for damage of any kind as a result of any unauthorized access.
HealthPass will protect as confidential any personal Information that you may provide to establish your Login Credentials. You agree to provide, maintain and update true, accurate, current and complete Information 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.
- PERSONAL DATA
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 HealthPass protect the privacy of your Personal Data. HealthPass 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 HealthPass to collect, use, and disclose your Personal Data in order to provide you with access to and use of the Software, to facilitate return to work and for purposes of accessing places of public accommodation. In addition, HealthPass may use your Personal Data for evaluation of the Software and for quality improvement purposes.
- ACCESS TO OUR SOFTWARE BY MINORS
- ASSUMPTION OF RISK
The Software is designed to provide a designated third-party with certain health-related information based on your use of the Software. The Software and any related data supplied to you by HealthPass does not provide medical advice. By granting you the right to use the Software, HealthPass does not assume any obligation or liability with respect to your health. In no event shall HealthPass 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.
- THIRD PARTY CONTENT
- The Software may contain links to third party websites, pages, blogs, accounts, advertisements, services, or other resources and content that are not owned or controlled by HealthPass. HealthPass does not endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If you access any third party website, service, or content through the Software, you do so at your own risk and you agree that HealthPass has no liability arising from your use of or access to any third party website, service, or content. You further understand and acknowledge that the information and opinions contained in third party content or data represent solely the thoughts of the author and is neither endorsed by nor does it reflect HealthPass’s belief.
- PROHIBITED USE
- You agree to use our Software and the content therein (whether provided by us or others) in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Software, Services or content, nor will you use our Software to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use our Software in any manner that:
- is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive;
- infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights;
- removes any proprietary notices or labels;
- advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
- is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity;
- specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
- constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
- interferes with others using the Software;
- contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment;
- contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme;
- disrupts, interferes or inhibits any other user from enjoying the Software or other affiliated or linked websites, material, contents, products and/or services.
- uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Software or otherwise monitor or copy any portion of the Software, products and/or content;
- creates a false identity for the purpose of misleading others;
- prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;
- uses any HealthPass domain name as a pseudonymous return email address;
- contains any offer for unsolicited goods or services or any advertising or promotional materials;
- provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Software or any content;
- reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Software, use of the Software, or access to the Software;
- systematically collects and uses any content including the use of any data mining, or similar data gathering and extraction methods;
- makes derivative uses of the Software or the content;
- modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate our Software. For purposes of this Agreement, “reverse engineering” shall include the examination or analysis of the Software to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Software’s underlying technology.
- INTELLECTUAL PROPERTY
- Unless otherwise noted, all content contained on the HealthPass Website and the Software (together, “Materials”) is the property of HealthPass and its partners and affiliates and is protected by copyright, trademark, service mark, and other proprietary or intellectual property rights (“Intellectual Property Rights”). In addition, all names, service marks, logos, brands, brand names, trade dress and trade names, and any other distinctive identification are trademarks (“Trademarks”) owned by HealthPass or licensed to us or our third-party partners.
You have no rights in or to such Material or Trademarks and you will not use any Material or Trademarks, except as specifically permitted under this Agreement. You may not do or allow anyone else to do anything with the Material or the Trademarks which is not specifically permitted under this Agreement. You may not use or display our Trademarks in any manner without our prior written permission. Our Trademarks may not be used in connection with any product or service that does not belong to us, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.
All rights not expressly granted in this Agreement are reserved to us.
- COPYRIGHT COMPLAINTS
- HealthPass respects the intellectual property rights of others and is committed to complying with U.S. Copyright laws. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). The DMCA provides recourse for owners of copyrighted material who believe their rights under U.S. copyright law have been infringed.
If you believe your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, or that the Services contain links or other references to another online location that contains material or activity that infringes your copyright, you may notify us by providing our copyright agent the information required by the U.S. Online Copyright Infringement Liability Limitation Act of the DMCA. Our agent for notice of claims of copyright infringement can be reached at:
By Mail: HealthPass 312 Maxwell Rd Suite 200 Alpharetta GA 30009
By email: dataprivacy@HealthPass.com
The notice must include the following information as provided by the DMCA, 17 U.S.C. § 512(c) (3):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit T Mobile to locate the material;
- Information reasonably sufficient to permit T Mobile to contact the complaining party, such as address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- USER SUBMITTED CONTENT
- The Software offers features that allow users to post content that will be accessible by the public or a designated user population generally. With respect to any message, data, image, text, photos, graphics, audio, video or other material (“Content”) you elect to post to such publicly accessible areas of our Software, while you retain any and all of your lawfully owned rights in such Content, you grant HealthPass a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. HealthPass is under no obligation to post or use any Content you may provide and HealthPass may remove your Content at any time in its sole discretion. You agree that HealthPass is not under any obligation of confidentiality, express or implied, with respect to your Content, except as provided for under this Agreement or otherwise required by law. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate this Agreement, and will not cause injury to any person or entity, and that you will indemnify HealthPass for all claims resulting from the content you supply.
HealthPass does not generally pre-screen or control Content posted by users of our Services, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. HealthPass shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our Software for any or no reason, including that any content violates this Agreement, is otherwise objectionable or which violates local, state or federal law. As the provider of the Software, HealthPass is not liable for any statements, representations, or Content provided or uploaded by users of the Software. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of HealthPass. HealthPass does not endorse any Content or any opinion, recommendation or advice expressed therein. HealthPass reserves the right to take such action as we deem appropriate in cases where the Software is used to disseminate statements that are harmful or inflammatory.
- ERRORS, CORRECTIONS AND CHANGES
We do not represent or warrant that the Software will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Software will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Software at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on or through the Software .
- DISCLAIMER OF WARRANTIES
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF OUR SOFTWARE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SOFTWARE, IS AT YOUR SOLE RISK. OUR SOFTWARE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN AND ANY HealthPass WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HealthPass AND ITS CO-BRANDERS, AFFILIATES, SUBSIDIARIES, PARTNERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NON-INFRINGEMENT.
- HealthPass AND ITS CO-BRANDERS, AFFILIATES, SUBSIDIARIES, PARTNERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT (i) OUR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR DOWNLOAD ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SOFTWARE WILL BE ACCURATE, COMPLETE OR RELIABLE, (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN OUR SERVICES OR SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SERVICES OR OUR SOFTWARE.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HealthPass OR THROUGH OUR SOFTWARE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF OUR SERVICES SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION OR BUSINESS NEEDS.
- YOU ACKNOWLEDGE AND AGREE THAT THE MATERIAL IS MADE AVAILABLE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, IS NOT A SUBSTITUTE FOR LEGAL ADVICE, MEDICAL ADVICE, OR YOUR PROFESSIONAL JUDGMENT, AND UNLESS OTHERWISE SPECIFICALLY SPECIFIED, SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT BY OR REPRESENTATION OF THE OPINIONS OF HealthPass. YOUR RELIANCE UPON MATERIAL OBTAINED BY YOU ON OR THROUGH THE SOFTWARE IS SOLELY AT YOUR OWN RISK.
- 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.
- LIMITATION OF LIABILITY AND RELEASE
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HealthPass, ITS LICENSORS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT HealthPass HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE MATERIAL, THE SOFTWARE OR SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
- You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Software, (c) the use of the Software by any other person using your Login Credentials, (d) any content or submissions you supply or upload; or (e) your violation of any law or the rights of a third party. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
- TERMINATION AND ACCESS RESTRICTION
- HealthPass may terminate this Agreement, restrict, suspend or terminate your access to and use of the Software immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us.
You acknowledge and agree that the Software is under development and will continually change as HealthPass may determine from time to time. HealthPass reserves the right to terminate any portion of the Software or any Services related to the Software at any time.
- GOVERNING LAW
- This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia,USA without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement.
Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained herein, you and HealthPass agree to submit to the exclusive jurisdiction of the courts located in State of Georgia, USA to resolve any Dispute arising out of this Agreement or the Services. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Georgia
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, RELATED TO OR CONNECTED WITH THE USE OF THE SOFTWARE OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BANNED.
- AGREEMENT TO ARBITRATE.
If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, you and HealthPass agree that the arbitrator will decide that issue. You and we each also agree that the Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law, not state law, apply and govern the enforceability of this dispute resolution provision (despite the general choice of law provision set forth above).
The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
In order to make the arbitration most convenient to you, HealthPass agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in any other location to which you and HealthPass both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
You and HealthPass agree that HealthPass will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees.
The arbitrator’s decision will be final and binding and shall include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
JURY TRIAL WAIVER. YOU AND HealthPass ACKNOWLEDGE AND AGREE THAT EACH IS WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL DISPUTES, IRRESPECTIVE OF WHETHER THE DISPUTES ARE RESOLVED BY ARBITRATION OR IN COURT.
- CLASS ACTION WAIVER
WHERE PERMITTED BY APPLICABLE LAW YOU AND HealthPass EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. If a court or arbitrator determines in an action between you and HealthPass that any part of this Class Action Waiver is unenforceable with respect to any claim, the arbitration agreement and Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that you or we may assert in that or any other 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.
- MISCELLANEOUS PROVISIONS
- Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire Agreement between you and HealthPass pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements in relation to the access to and use of the Software.
No joint venture, partnership, employment, attorney-client, or agency relationship exists between you and HealthPass as a result of this Agreement or your use of the Software.
This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.
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.
HealthPass’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
We may make available through the Software sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, correctness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.
You agree that this electronic document and any other electronic agreement, notice, or other communication that we provide to you meets any legal requirement that such communication be in writing.
If you have any questions about this Agreement, please contact dataprivacy@HealthPass.com
- PLEASE READ THESE TERMS CAREFULLY.