Activate Care Terms of Service
Annual Review: September 19, 2022
Accountable Care Transactions, Inc. (“Activate Care,” “we,” “us,” “our”) believes that everybody engaged in the healthcare system – clinicians, patients, families, and communities – can act together to make health happen, wherever they are. Our products and services offer a better approach to managing many of healthcare’s complex tasks.
These Terms of Service (“Terms”) govern your access to, and use of our products and services, including our web-based Activate Care Care Coordination Platform; our websites; applications; definitions, protocols, and tools for building applications; documentation; and training materials (collectively, the “Services”).
Please read these Terms carefully. You agree to these Terms by using the Services.
If you are using the Services on behalf of a company, organization, government, or other legal entity, your use certifies to us that an authorized person from your organization has accepted this Policy on your behalf, and that you are authorized to use the Services.
Changes to these Terms
Access to and use of the services
Some portions of the Services, such as our public websites, may be accessed without a user account (“Account”). For most Services, users are required to create an Account to use the Services. An Account may include your username, password, and other personally identifiable information. You are responsible for all activity that occurs via your Account. Please notify your Account administrator or Activate Care immediately if you become aware of any unauthorized Account use.
Types of Users
Users fall into four categories.
- You are an Invited Patient User if you are a healthcare patient of an Activate Care Customer who invites you to use the Services to participate in your own healthcare.
- You are an Invited Guest User if you are a family member, friend, health care agent, or surrogate of a Patient, and the Patient, Customer or team administrator invites you to use the Services to participate in the Patient’s healthcare.
- You are a Customer User if you are an employee or agent of a business that is an Activate Care Customer, and you are required to use the Services as part of your job.
- You are an Invited Team Members User if you provide healthcare or related services, and a Customer, Patient (or their proxy), or care team administrator invite you to participate in a Patient’s healthcare. Examples of Invited Team Member Users include healthcare providers, payers, social service organizations, government agencies, school nurses, home health aides, medical equipment suppliers, and their employees and agents.
User Accounts are linked to Customers who pay us subscription fees. In general, Customers decide who may establish User Accounts under their control. Customers may delegate Account control to care team administrators. Customers may allow others, such as a Patient, or care team administrator, to invite others to the Services. If you receive an invitation to establish an Account, it is because an authorized person wants you to participate in a Patient’s healthcare. Customers determine your Account permissions and User type.Minors
If you are under eighteen (18) years old, you must have permission from your parent or guardian to use the Services.
Some Service components allow you to upload, submit, store, send, or receive content (referred to as “User Data” throughout the rest of these Terms). User Data may include personal information about you or others.
Some Services allow Team Activity. Team Activity means the interactions between different Users to create and administer patient-specific care teams and care plans, as well as to undertake, perform, and report on those activities.
Use of the Services
We grant you the non-exclusive, non-assignable, royalty free, worldwide, limited right to use the Services and access its content, so long as you comply with these Terms, and for users who have an Account, so long as (a) your Account is linked to a Customer with an active subscription or contract, (b) that Customer authorizes your continued use, and (c) your Account has not been terminated as described later in these Terms.
Our Intellectual Property
Using our Services does not give you ownership of any intellectual property rights in our Services, or to any content you access that is not yours.
The Services are protected by copyright, trademark, and other laws. Nothing in these Terms gives you a right to use the Activate Care name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding User Data) are and will remain the exclusive property of Activate Care and our licensors. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
You agree to keep confidential any of our trade secrets, know-how, inventions, training materials, templates, workflows, information of a financial, business or technical nature, information marked as copyrighted or proprietary, and any other information about us that you know, or reasonably ought to know is confidential.
You agree to use the Services (a) consistent with these Terms, (b) solely for lawful business or clinical purposes, (c) in compliance with any laws, regulations, policies, and standards that apply to you.
You agree to keep User Data confidential, and to only use and share User Data as part of valid Team Activity.
Your use of the Services, or participation in a Patient’s healthcare, may be subject to specific privacy protections. For example, many of our Users are subject to the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191), and its implementing regulations at 45 CFR 160 and 164 (“HIPAA”). If you or your business are subject to privacy laws (including HIPAA), regulations, company policies, or professional standards, you agree that you will use the Services and any User Data consistent with those protections. This includes the obligation to obtain any required authorization or consent before using or disclosing User Data.
You also agree that you will:
- cooperate with us, and turnover any relevant information, in the event an audit, complaint, investigation, or similar matter;
- immediately notify us of any bugs and glitches, and cooperate with us in investigating and fixing bugs and glitches; and
- provide true, accurate, current, and complete information both about yourself, and in any content you contribute to the Services.
Prohibited Use and Content
You may not use the Services in a way that violates (a) our rights, (b) the rights or privacy of others, (c) or the law. For example, you may not knowingly:
- allow others to use the Services using your Account information;
- access, or attempt to access, the Services using a method other than the interfaces we provide;
- attempt to get around any restrictions we put into place to prevent unauthorized access to and use of the Services;
- use or share Service data or User Data, or engage in behavior that: (a) violates anyone’s privacy rights; (b) violates legal, contractual, or professional standards regarding the confidentiality, use, or sharing of private information; or (c) violates anyone’s Intellectual Property Rights;
- upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
- attempt to disable, impair, or destroy the Services;
- disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
- place advertisement of any products or services in the Services except with our prior written approval;
- use any data mining or similar data gathering and extraction methods in connection with the Services; or
- use the Services or data in a way that violates the law, subjects anyone else to criminal or civil liability or sanctions, or impairs their rights or obligations.
Data in the Services
- provide, operate, maintain, improve, extend, and test the Services;
- provide and create documentation, training, and professional services related to the Services;
- fulfill our legal and contractual obligations;
- create and deliver analytics;
- develop de-identified comparative analytics for our own, or our customer’s quality improvement purposes; and
- develop, test, defend, use, and disseminate standards for the effective creation and engagement of clinical teams and patients, in coordinating care.
These rights continue even if you stop using the Services.Your Representations
By using the Services, you represent and warrant that:
- you are authorized to use the Services;
- the information you provide both about yourself, and in any content you contribute to the Services is true, accurate, current, and complete; we may rely on its accuracy; and we have no obligation to verify its accuracy;
- you have obtained any required authorizations or consents before using or disclosing data, and (a) that the authorization is not expired, and (b) if necessary for continued use of the data within the Services, you will renew the authorization when it expires.
- If you are a clinical user, that you or your organization have implemented auditable policies, procedures, and systems to ensure that legally required authorizations and consents are obtained and not revoked.
OUR DISCLAIMER OF WARRANTIES
Unless stated otherwise in these Terms, the Services are provided “as-is” and “as-available,” without representation or warranty of any kind.
We do not warrant that: (a) any information will be timely, accurate, reliable, or correct; (b) the Services will be error-free, uninterrupted, secure, or available at any particular time or place; (c) any defects or errors will be corrected; or (d) the Services will meet your business requirements, or that any result or outcome can be achieved.
To the fullest extent permitted by law, we hereby disclaim all other representations and warranties, express or implied, oral or written, with respect to the Services, including without limitation, all implied warranties of title, non-infringement, quiet enjoyment, accuracy, integration, merchantability, or fitness for any particular purpose, and all warranties arising from any course of dealing, course of performance, or usage of trade.
OUR LIMITATION OF LIABILITY
We will not be liable to you or any third party in relation to these Terms or the Services, for any cause whatsoever, regardless of the form of any claim, suit, proceeding, or action, other than for breach of these Terms, and then not for:
- any use of the Services in violation of these Terms;
- any matter beyond our reasonable control;
- any loss of data, loss or interruption of use, or cost to procure substitute technologies, goods, or services;
- any indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business revenues, profits or goodwill, nor any penalty or sanction;
- any matter governed or affected by laws or regulations of any nation for which a private right of action does not exist at the time the agreement was entered into;
- the criminal, negligent, or illegal actions of third parties, including without limitation any User or User’s contractors, employees, agents, or business associates;
- any use of the Services in any application, environment, service, or device for which it was not designed, or which use was contemplated;
- alterations, combinations, enhancements of the Services, or any component thereof not created by us;
- our reliance on data or information, including User Data, supplied by Customers or Users which was erroneous or incomplete;
- our acting on or following authorized User or Customer instructions;
- your handling, sharing, re-sharing, or distribution of User Data, including your own personal information; or
- harm or other consequences from a third party’s use or re-sharing of User Data it received from you;
- aggregate damages in excess of five dollars ($5), even if advised of the possibility of such damages.
We shall have no obligation to verify the accuracy of the information you provide, and may rely on it to perform our obligations.
We shall have no liability for costs or attorney’s fees.
You accept and agree to these limitations and exclusions, and acknowledge that the consideration is adequate, in light of the benefits provided to you as a user, and the absence of any fees charged to you as a User. These limitations shall apply notwithstanding the failure any remedy provided herein.
Termination by You
You may stop using the Services at any time.
Termination by Us
We may terminate your Account if (a) you violate these Terms, (b) if our contract with the Customer responsible for your Account ends, (c) if we’re required to do so by law, or (d) if we decide to discontinue the Services, in whole or in part.
Termination by Customer
The Customer, or care team administrator responsible for your Account may terminate your Account at any time.
Patient Termination of Invited Guest Account
An Invited Patient may revoke authorization for an Invited Guest User who is participating in that Invited Patient’s own care.
Termination of Invited Patient User Account
If an Invited Patient User’s Account is terminated because a Customer stops using the Services, we may provide you with a period during which you can download your information, and/or convert your Account to a paid Customer subscription Account.
Any rights you have granted, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive the termination of your Account.
If a dispute arises out of, or in connection with these Terms or the Services, you and ACT.md agree to pursue resolution informally, and failing that, through a mutually-agreed upon alternative dispute resolution process (e.g., arbitration or mediation) before resorting to litigation. The laws of Massachusetts, U.S.A., excluding Massachusetts’ conflict of laws rules, will apply to any disputes, and any litigation will be exclusively in the federal or state courts of Suffolk County, Massachusetts, and you and Activate Care consent to personal jurisdiction in those courts.
Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
As between our Customers and Activate Care, if there is a conflict between these Terms and the terms of agreements we have signed with our Customers, the Customer agreement terms will control for that conflict.No
Third Party Rights
These terms control the relationship between Activate Care and you. They do not create any third party beneficiary rights.
No Waiver of Rights
If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If a particular term is not enforceable, this will not affect any other terms.
We will not be liable for any delay or failure in performing our obligations under these Terms that arise out of any cause, condition, or circumstance beyond our reasonable control where performance would be inadvisable, commercially impracticable, illegal, or impossible. These events include (without limitation) acts of God, acts of government or regulatory authority, war, fire, flood, explosion, civil commotion, weather disruptions, cyber attacks, or disruptions to utilities, the Internet, and services provided by third-parties.
If any User of the Services is an agency, department, or other entity of the United States Government, then the use, duplication, reproduction, modification, release, disclosure or transfer of such software or documentation is restricted in accordance with FAR 12.212 and DFAR 227.7202. The Services are deemed to be “commercial items,” “commercial computer software,” and “commercial computer software documentation” as those phrases are defined by FAR 2.101 and DFAR 252.227-7014.
Except as otherwise indicated in this Agreement, these terms constitute the entire agreement between us regarding the Services.Contact
You may contact us at the following address: Activate Care, 200 State Street, 12th Floor, Boston, MA 02109, or by e-mailing email@example.com