SOFTWARE TERMS AND CONDITIONS
Last Revised: April 1, 2024
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THE COLLETTE HEALTH OBSERVATION SOFTWARE AND ANY RELATED PRODUCTS OR SERVICES (COLLECTIVELY, THE “SOLUTION”) PROVIDED BY COLLETTE HEALTH, LLC. (OR “US” OR “WE”) WHEREVER LOCATED, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE THE SOLUTION.
These terms and conditions of use (“Terms”) apply solely to your access and use of the Solution provided by us no matter where such Solution is located or accessed. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us for any other goods or services. If you are using the Solution on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify you and us for violations of these Terms. We reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline applicable to the Solution, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Solution following the posting of changes or modifications will confirm your acceptance of such changes or modifications.
Therefore, you should frequently review the Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of the Solution. If you do not agree to the amended Terms, you must immediately stop using the Solution and inform us in writing as to your failure to agree. If you have any questions regarding the use of the Solution, please email us at terms@collettehealth.com
Privacy Policy
Please refer to our Privacy Policy located at https://apps.collettehealth.com/privacy for information on how we collect, use and disclose personally identifiable information from our users.
Registration Data & Other Information Provided by You
You agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms in the Solution (“Registration Data”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to us in order to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to us.
You represent and warrant that: (a) all Registration Data is accurate, current and complete; and (b) all other information you provide to us in the course of using the Solution is true and accurate.
Third Party Content
In the course of providing the Solution, we may provide third party content. Notwithstanding any terms to the contrary in these Terms or otherwise in the Solution: (i) we do not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content including, but not limited to, regarding its accuracy or completeness; and (ii) you acknowledge and agree that we are not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. You acknowledge and agree that you use such Third Party Content contained in the Solution (or made available via the Solution) at your own risk.
Copyright and Limited License
Unless otherwise indicated in the Solution or these Terms, the Solution and all content and other materials on the Solution, including, but not limited to, all logos, designs, text, graphics, pictures, information, data, software and the selection and arrangement thereof (collectively, the “Solution Materials”) are the proprietary property of Collette Health LLC or its licensors or users and are protected by U.S. and international trademark and copyright laws.
You are granted a limited, non-sublicensable license to access and use the Solution and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Solution Materials (except Third Party Content) for your commercial use only, as limited by these terms or other agreements that may be applicable between you and us. Such license is subject to these Terms and does not include: (i) any resale or commercial use of the Solution or the Solution Materials therein; (ii) the distribution, public performance or public display of any of the Solution Materials; (iii) modifying or otherwise making any derivative uses of the Solution and the Solution Materials (or any portion thereof); (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading of any portion of the Solution, the Solution Materials or any information contained therein, except as expressly permitted on the Solution; (vi) any use of the Solution or the Solution Materials other than for its intended purpose; or (vii) any reverse engineering, decompiling or other efforts to obtain the source or application code or elements of the source or application code used by the Solution. Any use of the Solution or the Solution Materials other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
Trademarks
All logos or marks and any other service name or slogan contained in the Solution or related to Collette Health are trademarks of Collette Health and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of us or the applicable trademark holder. You may not use any metatags or any other hidden text utilizing Collette Health or any other name, trademark or service name of ours without our prior written permission. In addition, the look and feel of the Solution, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Collette Health and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Collette Health names and logos mentioned in the Solution are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
HIPAA Terms and Conditions
Definitions – “HIPAA” shall mean Section 262 of the Health Insurance Portability and Accountability Act, P.L. 104-191 (“HIPAA”) which governs the use and transmission of individually identifiable health information. “Legal Requirement” shall mean any law or regulation affecting the use or disclosure of Protected Health Information. “Protected Health Information” shall mean any information about the health status, provision of health care, or payment for health care that is created or collected by a Covered Entity (or a Business Associate of a Covered Entity) and can be linked to a specific individual. “Covered Entity” is a healthcare provider, health plan or healthcare clearinghouse that electronically transmits Protected Health Information for transactions for which the Department of Health and Human Services has adopted standards. “Business Associate” is any entity that works with a HIPAA Covered Entity and performs duties that require access to Protected Health Information.
We are considered a Business Associate and comply with all requirements of HIPAA, as necessary. However, in using Collette Health, it is important that you acknowledge that Protected Health Information requires special safeguarding and you agree to maintain the security and confidentiality of such information and abide by the laws of your company, entity, state, and HIPAA regarding the protection and disclosure of Protected Health Information contained in the Solution. In that regard, in using the Solution, you agree that it is your responsibility to implement reasonable and appropriate administrative, technical and physical safeguards to protect the confidentiality, integrity and availability of all Protected Health Information and any and all other confidential information accessible on or through the Solution.
Indemnification
You agree, at your sole expense, to defend, indemnify and hold Collette Health, its independent contractors, activity providers, service providers and consultants, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the Solution, the Solution Materials and/or the Services; (ii) your conduct; or (iii) your violation of these Terms or your violation of the rights of any third party.
Disclaimer
UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, THE SOLUTION IS PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND. WE DO NOT WARRANT THAT THE SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SOLUTION. UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOLUTION, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE INCLUDING (BUT NOT LIMITED TO): (I) ANY AND ALL WARRANTIES OF MERCHANTABILITY; (II) ANY AND ALL WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNEW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) ANY AND ALL WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. COLLETTE HEALTH DOES NOT REPRESENT OR WARRANT THAT THE SOLUTION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
We reserve the right to change any and all content contained in the Solution at any time without notice. Reference to any services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
Limitation of Liability
IN NO EVENT WILL COLLETTE HEALTH BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SOLUTION, YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USERS (INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER USERS AND/OR ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US VIA THE SOLUTION OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR UNAUTHORIZED ACCESS TO THE SOLUTION OR SOLUTION RECORDS, PROGRAMS OR SERVICES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SOLUTION, YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USERS (INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER USERS AND/OR ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US OR THE SOLUTION OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR UNAUTHORIZED ACCESS TO THE SOLUTION’S RECORDS, PROGRAMS OR SERVICES) EXCEED THE AGGREGATE OF THE NET AMOUNTS RECEIVED BY US FROM YOU DURING THE 12-MONTH PERIOD PRECEDING THE CLAIM.
International Use
We make no representation that use of the Solution is appropriate or available for use in locations outside the United States and accessing them from territories where their use or content is illegal is prohibited. Those who choose to access the Solution from other locations do so on their own initiative and are responsible for compliance with local laws.
Applicable Law and Venue
These Terms and your use of the Solution platform will be governed by and construed in accordance with the laws of the State of Delaware, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in Kent County, Delaware, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Termination
Notwithstanding any of these Terms or other contracts or agreements between the parties, in the event that your use of the Solution is determined to be a security, safety or other risk and/or you otherwise breach any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your license to use of the Solution and/or to block or prevent your future access to and use of the Solution, either permanently or at least until such time as the risk and/or breach ends.
Severability
If any provision of these is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
Questions and Contact Information
Questions or comments about the Solution or these Terms may be directed to us by emailing us at terms@collettehealth.com.
