This document is legally binding, so you should read it in its entirety. Essentially, by using this app you agree to the following:
HealthSync can collect data from you. This includes all information you document within the app.
We can summarize and de-identify the data we collect from you, so we can build a better and more helpful product. You own your identifiable personal data, but we own the anonymized or de-identified version of it.
We can share the information we get from you with your healthcare provider to the extent they are granted access to your information or anyone else you’ve chosen to receive this information.
You understand and confirm that HealthSync is not a licensed medical provider and does not provide medical care or emergency services.
YOU AGREE THAT THE SOFTWARE IS NOT INTENDED TO BE USED FOR TREATMENT OF ANY MEDICAL CONDITION, MEDICAL EMERGENCIES, SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT. YOU ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED HEREIN IS INTENDED OR INTERPRETED BY YOU TO CREATE A PHYSICIAN-PATIENT RELATIONSHIP BETWEEN YOU AND HEALTHSYNC , ITS PARTNERS, AFFILIATES, AGENTS OR OTHER THIRD PARTIES THAT MAY APPEAR ON OR CONTRIBUTE CONTENT TO THE SOFTWARE. YOU AGREE NOT TO MAKE ANY HEALTH OR MEDICAL DECISIONS BASED IN WHOLE OR IN PART ON ANYTHING CONTAINED IN THE SOFTWARE.
You hereby acknowledge that nothing contained in the Software shall constitute health, financial, investment, legal and/or other professional advice and that no professional relationship of any kind is created between you and HealthSync. You hereby agree that you shall not make any health, financial, investment, legal and/or other decision based in whole or in part on anything contained in the Software.
1. Grant of License. Subject to the terms and conditions of this Agreement, HealthSync hereby grants to you a personal, non-transferable, non-exclusive, revocable, limited license to install and use the Software on your mobile device for the Purposes (as defined below). As used herein, the “Purposes” means the inputting of responses to surveys and/or participating in a study or program from a designated third-party (the “Institutional Client”) and/or tracking and analyzing your mobile interactions for purposes of monitoring, predicting, and/or reporting certain health-related factors to you and/or your doctor/healthcare provider. HealthSync may change or discontinue, temporarily or permanently, any feature or component of the Software at any time without notice.
3. Disclosure Restrictions: Disclosure. You acknowledge that the Software, including the source code for the Software and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of, HealthSync . If you should gain access to such materials you shall not disclose them to anyone and shall immediately disclose to us the information, materials and/or access that you received and the circumstances around such receipt. For purposes of the Digital Millennium Copyright Act (“DMCA”), we have designated an agent for notices of claimed infringement. If you have any objections governed by the DMCA, please contact the agent listed under the paragraph entitle “Notices” below. We provide this contact information for purposes of the DMCA, only and reserve the right to respond to communication that is relevant for this purpose. The Federal Trade Commission requires us to disclose any relationship we may have with any person or entity that provides something of value in connection with any endorsements made on the Software. NO such advertising, sponsorship, paid insertion or other forms of compensation for endorsements are made to us in connection with the Software.
4. Ownership of Software: You agree and acknowledge that (i) the Software is licensed to you, not sold, and HealthSync transfers no ownership interest in the Software, in the intellectual property in any Software, or in any Software copy, to you under this Agreement or otherwise, (ii) that HealthSync and its licensors reserve all rights not expressly granted to you, hereunder, (iii) HealthSync or its licensors own the Software (including, but not by the way of limitation, any code, images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software), (iv) subject to your privacy rights in any personally identifying information, HealthSync owns the data collected via the Software and has the right to use such data in accordance with this Agreement as may be amended from time to time in HealthSync ’s sole discretion, and (v) the Software is protected by law and international treaties relating to protection of copyright. The Software includes, and this Agreement will cover, any versions, updates, upgrades or bug fixes for the Software provided to you.
5. User Data: (a) After installation, personal information and health information provided by you via the Software will be uploaded to HealthSync ’s servers. (b) Subject to your privacy rights in such information, you transfer ownership of all User Data to HealthSync . (c) You agree that HealthSync may use User Data for the purposes of carrying out HealthSync ’s obligations and rights hereunder, including without limitation the use of User Data for analyzing, monitoring, predicting, and/or reporting certain health-related factors, and generating statistical information, summaries and/or reports thereof. (e) Subject to applicable law, you agree not to assent any claim, whether based on tort, contract or other legal theory, against HealthSync or its sub-licensees relating to HealthSync ’s or its sub-licensees’ use of the User Data in accordance with this Agreement, and you hereby release HealthSync and its sub-licensees from any such claims.
7. Login Information and Access: HealthSync may issue to you, or prompt you to provide, a username/password for login to download, access and use the Software by way of a User Account. HealthSync will protect as confidential any personally identifying information that you may provide to complete the applicable online forms to establish your username/password or account with HealthSync(“Account Data”), which Account Data shall continue to be owned by you. You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. HealthSync reserves the right to authenticate any information you provide. You shall be responsible for all use and access of the Software by means of username/passwords issued to you. You will notify HealthSync promptly of any unauthorized use of your username/password, or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. HealthSync cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party’s fraudulent use or misuse of information submitted by you. You acknowledge and agree that you will not provide any information or material to us or the Site that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity.
8. Communications: You consent to receive email, text messages, and/or phone calls from HealthSync in connection with your use of the Software. Standard text messaging charges or phone charges may be charged to you by your telecommunications provider.
9. Feedback: HealthSync may ask for your feedback regarding your use and evaluation of the Software, including, without limitation, any problems encountered in the Software (the “Evaluation Data”). If such Evaluation Data is provided to HealthSync , it will be deemed and remain the sole property of HealthSync , and will not be subject to any obligation of confidence on the part of HealthSync. Additionally, HealthSync shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to HealthSync any and all intellectual property rights you may have in and to the Evaluation Data and agree to cooperate with HealthSync to perfect HealthSync ’s sole and exclusive ownership in and title to the Evaluation Data.
10. Transfer and Export Restrictions, Non-Malicious Use: 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. You may not export or re-export any Software. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders”, or “offline readers,” that accesses the Software in a manner that sends more request messages to the Software’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. Notwithstanding the foregoing, we may grant the operators of public, search engines permission to use spiders to copy materials from the Software for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Software, nor to use the communication systems provided by the Software, for any commercial solicitation purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use of copying of any Content or enforce limitations on use of the Software or the Content.
11. Information Collected and Stored; Cookies and Web Beacons; Disclosure to Third Parties: We may automatically gather and store the certain information about your visit so that we can monitor the use of the Software in order to make improvements and better serve users and other constituencies. Other than to contact you with follow up information or in order to provide products and services or information regarding our products and services (such as newsletters) to you, this following information may be collected and stored:
email address, phone number, physical contact information, and (depending on the service used) sometimes financial, insurance and health-related information, such as credit card or bank account numbers and insurance carrier information;
User Account information, such as user login and password information;
the location and IP address from which you access the Software;
the name of the domain from which you access the internet;
the type of device, browser and operating system used to access the Software;
the date and time you access the Software, duration and stop time of such access;
the information about any person or entity from whom you were referred;
the pages, files, documents and links that you visit, and
the internet address of a website or mobile application from which you linked to the Software.
13. Enforcement of Terms; Effect of Termination: If you fail to fulfill any of your obligations under this Agreement, HealthSync and/or its licensors may pursue all available legal remedies available to them. You agree that HealthSync ’s licensors are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Upon any termination of this Agreement, your licenses to use the Software shall terminate and you shall promptly uninstall and remove the Software from the mobile device on which it was installed (and promptly uninstall, delete or destroy your authorized backup or archival copy).
14. U.S. Government Users: (a) If the Software is acquired by or on behalf of civilian agencies of the U.S. Government, then pursuant to FAR Section12.212 and its successors (48 C.F.F. 12.212), the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. (b) Pursuant to the foregoing, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by HealthSync for end user’s 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 Government as permitted by applicable law. The contractor/manufacturer is HealthSync, LLC.
15. Assumption of Risk: The Software is designed to document health-related information based on your inputs. The Software and any related data supplied to you by HealthSync is not a source of information, and does not provide medical advice. By granting you the right to use the Software, HealthSync does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event, shall HealthSync 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. As between you and HealthSync, you are solely responsible for your use of the Software and your health and medical condition and treatment related thereto. HealthSync shall have no liability for any unauthorized disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.
YOU AGREE THAT (i) IF YOU ARE IN NEED OF, OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 IMMEDIATELY, (ii) HEALTHSYNC DOES NOT PROVIDE MEDICAL TREATMENT OR ADVICE AND IS NOT A HEALTHCARE PROVIDER OR A REFERRAL TO HEALTHCARE PROVIDERS; (iii) YOU WILL NOT LEAVE ANY MESSAGES WITH, OR SEND ANY EMAILS TO, HEALTHSYNC WITH RESPECT TO YOUR MEDICAL CONDITION, AS HEALTHSYNC IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES, AND CANNOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY HEALTHSYNC THROUGH THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) HEALTHSYNC IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL DONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATEMENT ON A MEDICATION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICATION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE; (viii) HEALTHSYNC HAS NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFWARE; AND (ix) HEALTHSYNC IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFETIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE.
You agree that HealthSync shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the software.
To the extent HealthSync provides links or references to websites operated by third parties, HealthSync does not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites does not imply approval or endorsement of the linked website by us. If you decide to access these third-party websites, you do so at your own risk. You agree that HealthSync has no liability for any damage or loss of any type that is a result of your use of a third-party website.
16. Age Restriction. The Software is intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access, use and/or browse the Software.
18. Disclaimer of Warranty: HEALTHSYNC PROVIDES THE SOFTWARE TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND, HEALTHSYNC HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES. HEALTHSYNC MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO-DATE. HEALTHSYNC MAKES NO REPREENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OF THE SOFWARE, THE RESULTS THEREFROM, OR THE USE OF ANY DATA (INCLUDING WITHOUT LIMITATION DATA PRODUCED BY THE SOFWARE) OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY HEALTHSYNC EMPLOYEE, REPRESNTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT, AND EXPRESSLY AGREE THAT YOU SHALL NOTRELY ON ANY SUCH INFORMATION OR ADVICE. HEALTHSYNC LICENSORS EXPLICITLY DISLCAIM ANY AND ALL WARANTIES WITH RESPECT TO THE SOFTWARE. HEALTHSYNC DOES NOT WARRANT THAT THE SOFWARE, OR ACCESS THERETO, OR USE THEREOF, WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL MEET ANY END USER’S REQUIREMENTS OR ANY PARTICULAR CRITERIA OF PERFROMANCE OR QUALITY STANDARDS, FROM TIME TO TIME, THE SOFTWARE MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING EQUIPMENT MALFUNCTIONS, SOFWARE UPDATES, MAINTENANCE, AND REPAIRS AND CAUSES BEYOND OUR CONTROL, OR THOSE THAT ARE NOT REASONABLY FORESEEABLE. WE MAKE NO GUARANTEES WITH RESPECT TO THE AVAILABILITY OR UPTIME OF THE CONTENT OR ACCESS TO THE SOFTWARE. WE MAY CONDUCT MAINTENANCE ON ANY OF THE FOREGOING AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. TRANSMISSIONS OVER THE INTERNET ARE NEVER 100% SECURE OR ERROR FREE. WE TAKE REASONABLE STEPS TO PROTECT YOUR PERSONAL INFORMATION FROM LOSS, MISUSE, AND UNAUTHORIZED ACCESS, DISCLOSURE, ALTERATION AND DESTRUCTION. HEALTHSYNC MAY USE CERTAIN TRUSTED THIRD PARTIES TO HELP US PROVIDE, IMPROVE, PROTECT, AND PROMOTE OUR SERVICES. THESE THIRD PARTIES WILL ACCESS YOUR INFORMATION ONLY TO PERFORM TASKS ON OUR BEHALF AND INCOMPLIANCE WITH THIS AGREEMENT. HEALTHSYNC DOES NOT WARRANT THAT ANY FUNCTIONALITY, INCLUDING WITHOUT LIMITATION ANY SECURITY MEASURE OR SECURITY FEATURE, PROVIDED HEREUNDER WILL BE ERROR-FREE, UNBREAKABLE, UNBREACHABLE, VIRUS FREE, OR INVIOLATE AND, END USERS ASSUME THE ENTIRE RISK (AND ARE SOLELY RESPONSIBLE.) THAT, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY HEALTHSYNC OR ITS LICENSORS HEREUNDER, THE SOFTWARE AND/OR THE DATA PROCESSED THEREBY MAY BE CORRUPTED, COMPROMISED, INACCESSIBLE OR LOST. THE SOFTWARE IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEALTHSYNC SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
You further agree to defend, indemnify and hold HealthSync and its partners, affiliates, Use Providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and account fees, arising from any claims, actions or demands related to or alleged to relate to (a) your violation of this Agreement, or (b) your violation of any intellectual property or other third-party rights or any applicable law in connection with your use of the software. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which even you will cooperate with use.
20. Notices: Notices to you hereunder shall be sent to the email address provided by you when you registered to download and install the Software. Notices to HealthSync shall be sent to:
HealthSync, LLC., info@HealthSync.com
85 Fifth Avenue, New York, NY 10003
Each party may change such address upon written notice to the other party.
21. Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the state courts in New York, NY or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorney’s fees) that it incurred in connection with such action or proceeding and enforcing any judgement or order obtained. In the event of a breach, or threatened breach, of this Agreement by you which may harm the intellectual property or proprietary rights of HealthSync (or its licensors/suppliers), the parties agree that (i) HealthSync may suffer irreparable harm for which monetary damages may be insufficient as remedy, (ii) HealthSync shall be entitled to seek injunctive or other equitable relief, (iii) no bond or surety shall be required to be posted for such relief, and (iv) such relief shall be in addition to any and all other remedies in law or in equity to which HealthSync may be entitled. The parties shall seek resolution through binding arbitration using a single arbitrator and the rules promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding on the parties and may be entered into a court or competent jurisdiction. All such arbitration shall be conducted in the jurisdiction set forth above.
22. Complete Agreement; Waiver; Severability: This Agreement contains the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersedes all proposals, oral or written, all negotiations, conversations, discussions, and all past course of dealing between you and HealthSync relating to the Software or the terms of its license to you. In the event any term of this Agreement is held by a court of competent jurisdiction to be unenforceable, 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. HealthSync ’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless such waiver is in writing and signed by HealthSync .
23. Consent to Electronic Contracting: You agree that execution of this Agreement may occur by your manifesting your acceptance of when you installed or used the Software, and that no signature on a paper copy of this Agreement is required in order to form a binding contract.
25. No Joint Venture; Independent Contractors: The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint ventures.
26. Assignment: Any attempted assignment, sublicense, transfer, encumbrance of this Agreement (or of any of your rights or obligations herein) by you shall be void and shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of HealthSync ’s successors and assigns.
*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.***