Terms of Use

Effective Date: October 15, 2020

This website, located at uniform resource locator www.particlehealth.com, including the Particle Health Developer Portal, located at portal.particlehealth.com (the “Site"), is provided by Particle Health, Inc. (“Particle Health”,” "we," "our," or "us") to the person accessing the Site ("you," or "your").

1. You Agree to These Terms by Using the Site

Your access to, and use of, the Site is subject to the following Terms of Use and all applicable laws and regulations.  By accessing and using the Site, you accept, without limitation or qualification, these Terms of Use. Particle Health may, at any time and without notice, modify these Terms of Use by revising them on the Site.  Your continued use of the Site constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms of Use. You may not modify these Terms of Use except in a written agreement signed by Particle Health.

2. Permitted Use of the Site

The information and materials on the Site are provided for general informational purposes. You may use the Site solely for the purposes of learning about (i) Particle Health’s integrated HIPAA authorization, record aggregation and delivery services, or (ii) other Particle Health products or services.  You may not use, reproduce or distribute the text, graphics, downloads, tools or any other content on the Site for any other purpose.

3. No Practice of Medicine

The information and materials on the Site are not intended to be, and must not be taken to be, the practice of medicine or other healthcare services by Particle Health.  Use of the Site does not create a provider/patient relationship with Particle Health. Particle Health is not recommending or endorsing any specific medical treatment for any medical condition, healthcare provider or medication.

4. User Account

To access and use certain features of the Site, you are required to open an account (“Your Account”) by registering with Particle Health. When you register for Your Account, you must provide true, accurate, current, and complete information, and you agree to update the account information in order to ensure that it is current.

As a condition of being permitted to open a User Account, you represent that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the laws of the jurisdiction in which you reside; and (ii) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security). Furthermore, in the event that you are signing up for a User Account on behalf of an organization, you represent that you have the legal authority to bind that organization to these Terms of Use.

You are solely responsible for maintaining the confidentiality of your passwords and for all of your activities and those of any third party that occur through your User Account, whether or not authorized by you. You agree to immediately notify Particle Health of any suspected or actual unauthorized use of your User Account. You agree that Particle Health will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your passwords.

5. User Submissions; License Grant

As a condition of your use of the Site, you agree to grant to Particle Health a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you upload, submit or transmit to be made available through the Site (“User Submissions”) that allows Particle Health to use and exploit the User Submissions for any purpose. By submitting User Submissions through the Site, you represent and warrant (i) that you own or otherwise control all of the rights to User Submissions, including without limitation, all copyrights; and (ii) that use of User Submissions does not violate these Terms of Use and will not cause injury to any person or entity. Particle Health takes no responsibility and assumes no liability for any content or materials submitted or posted through the Site by you or any third party.

6. Use Restrictions

A. You agree that: (i) you will only use the Site for lawful purposes; (ii) you will not use the Site for any fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iii) you will not use the Site to cause nuisance, annoyance or inconvenience; (iv) you will not impair the proper operation of the Site; (v) you will not try to harm the Site in any way whatsoever; (vi) you will not copy or distribute the Site or any other content without written permission from us; (vii) you will only use the Site for your internal operations and will not resell it to a third party or otherwise use it for commercial purposes; and (viii) you will keep secure and confidential the password to your User Account or any identification that Particle Health provides which allows access to the Site.

B. You agree to protect the Site, and its proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Site, or such proprietary content, information or materials except as authorized in writing by Particle Health. You agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Site in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) use the Site in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Site, in whole or in part, in any form or manner, or by any means; (iv) harvest or scrape any content or data from the Site; or (v) permit any third party to engage in any of the acts described in clauses (i) thru (iv).

C. Particle Health and our licensors reserve the right to change, suspend, remove, or disable access to the Site, or any portion of the Site at any time without notice. In no event will Particle Health be liable for the removal of or disabling of access to the Site or any portion thereof. Particle Health may also impose limits on the use of or access to the Site, in any case without notice or liability.

7. Notice; Electronic Communications

When you visit the site or send emails to Particle Health, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

8. Privacy

The Particle Health Privacy Policy is incorporated and made part of these Terms of Use.  You hereby agree to such Privacy Policy. Any personal data (for example, your name, address, telephone number or email address) that you transmit to the Site by electronic mail or otherwise will be used by Particle Health in accordance with the Privacy Policy. Any other communication or material you transmit to the Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

9. Disclaimer - Warranty

THE SITE, ITS CONTENT, MATERIALS, SERVICES AND PRODUCTS ON THE SITE ARE PROVIDED "AS IS."  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PARTICLE HEALTH HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Particle Health does not represent or warrant that the functions contained in the Site will be uninterrupted or error-free, that the defects will be corrected, or that the Site or the server that makes the Site available are free of viruses or other harmful components. Particle Health does not make any warranties or representations regarding the use of the materials in the Site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Particle Health, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

11. Limitations of Liability

YOUR USE OF THE SITE IS AT YOUR OWN RISK.  NEITHER PARTICLE HEALTH, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

12. Third-Party Links

In an attempt to provide increased value to our visitors, Particle Health may link to sites operated by third parties. However, even if the third party is affiliated with Particle Health, Particle Health has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Particle Health.  These linked sites are only for your convenience and therefore you access them at your own risk. Without limiting the foregoing, Particle Health specifically disclaims any responsibility if such sites: (i) infringe any third party's intellectual property rights; (ii) are inaccurate, incomplete or misleading; (iii) are not merchantable or fit for a particular purpose; (iv) do not provide adequate security; (v) contain viruses or other items of a destructive nature; or (vi) are libelous or defamatory.

Particle Health does not endorse the content, or any products or services available, on such sites.  Nonetheless, Particle Health seeks to protect the integrity of its website and the links placed upon it and therefore requests any feedback on not only this Site, but for sites it links to as well (including if a specific link does not work).

13. Ownership

A. The Site and its content, including its “look and feel” (e.g. text, graphics, images, logos) proprietary content, information and other materials, are protected under intellectual property, copyright, trademark, and other laws. You agree that Particle Health and/or our licensors own all right, title and interest in and to the Site (including, without limitation, any patent, copyright, trade secret, trademark, know-how and any and all other intellectual property rights in or related to the Site) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Particle Health’s (or our licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use.

You agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Site; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Site in whole or in part; (iii) use any means to discover the source code of any portion of the Site; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Site. Any attempt to do any of the foregoing is a violation of Particle Health’s and our licensors’ rights. If you breach these restrictions, you may be subject to prosecution and damages.

B. Any and all (i) suggestions for correction, change and modification to the Site and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Particle Health by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Particle Health or otherwise relating to the Site and/or Service (collectively, “Revisions”), are and will remain our property. You agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Site or in any such Feedback or Revisions. You agree to assign to Particle Health any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.

14. Trademarks

The following trademarks are our property:  Particle Health.
These marks may not be used without our consent on any product or service, except our own.

15. Copyright

Copyright © 2019, Particle Health, Inc.  ALL RIGHTS RESERVED.
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Particle Health or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Particle Health and protected by United States and international copyright laws. All software used on the Site is the property of Particle Health or its software suppliers and protected by United States and international copyright laws.  You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.

16. Copyright Complaints

Particle Health respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at contact@particlehealth.com.

17. Dispute Resolution

Any controversy or claim between the parties or arising out of these Terms of Use or any use of the Site shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the “AAA”). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within forty-five (45) days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empaneled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, video conference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in New York, New York. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, you agree that a breach of these Terms of Use will cause irreparable injury to Particle Health for which monetary damages would not be an adequate remedy and that Particle Health will be entitled to seek equitable relief in any court of competent jurisdiction, in addition to any other remedies available to us under these Terms of Use, or at law without a bond, other security or proof of damages.

18. Waiver of Jury Trial and Class Actions

BY ENTERING INTO THESE TERMS OF USE, YOU AND PARTICLE HEALTH ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND PARTICLE HEALTH BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND PARTICLE HEALTH BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

19. Law and Jurisdiction

These Terms of Use and your use of the Site are governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Site or in which these Terms of Use and/or the Site are a material fact.

20. Assignment

Particle Health may assign its rights and duties under these Terms of Use to any party at any time without notice to you.
17. Questions and FeedbackWe welcome your questions, comments, and concerns about the Site. Please send us any and all feedback pertaining to the Site by contacting us at contact@particlehealth.com.

21.  Survival

The provisions of these Terms of Use entitled “Disclaimer - Warranty,” “Indemnification,” “Limitation of Liability,” Dispute Resolution,” “Waiver of Jury Trial and Class Actions, “Law and Jurisdiction” and “General Provisions” will survive the termination of this Agreement.

22. General Provisions

Except as provided in a particular “Legal Notice” on this Site, these Terms of Use, along with the Particle Health Privacy Policy, constitute the entire agreement and understanding between you and Particle Health with respect to use of the Site, superseding all prior or contemporaneous communications with Particle Health. These Terms of Use are severable, and in the event any provision is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based upon or relating to use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles of this Agreement are displayed for convenience only and have no legal effect. Nothing in this Agreement shall be deemed to confer any third-party rights or benefit.

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