CUSTOMER TERMS OF SERVICE

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online collaboration tools and platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to join a team set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

First things First

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. If any terms in the Customer-Specific Supplement apply to Customer (e.g., if Customer is a U.S. government entity), those terms are also incorporated herein by reference and form part of the Contract. “Northwoods,” “We,” “our” and “us” refers to Northwoods Consulting Partners, Inc.

Your Agreement On Behalf of “Customer”

If you purchase subscription(s), create a team, invite users to that team workspace, or use or allow use of that workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Customer Choices and Instructions

Who is “Customer”? (Hint: There can be only one)

“Customer” is the organization that you represent in agreeing to the Contract. If your team is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the team. For example, if you signed up using a personal email address and invited a couple of peers to join a team, you are the Customer.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your team (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the team, you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What This Means for Customer—and for Us

Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, or consolidate teams with other teams.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful. The important thing for you to know is that we do not claim ownership of Customer Data. Customer Data remains Customer Data and Customer is responsible for it.

Customer represents and warrants that Customer has all rights necessary to the Customer Data that is uploaded, stored, or shared through the Services and that collecting, using, or retaining the Customer Data will not violate any law or rights of others. We cannot be held responsible for Customer Data or any other material that is uploaded, stored, or shared using the Services.

Ordering Subscriptions

A subscription allows an Authorized User to access the Services. A subscription may be procured through the Services interface, through the App Store, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”).

Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to separately.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Choosing to be a Beta Tester

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Feedback is Welcome

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer and Authorized Users

Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms of Service. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Payment Obligations

Payment Terms

For Customers that purchase our Services, fees are specified at the Services interface “checkout” and/or in the Order Form(s) — and must be paid in advance. Payment obligations are non cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Our Responsibilities

Providing the Services

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our thencurrent documentation; and (b) we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.

Ownership and Proprietary Rights

What’s Yours is Yours…

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

As further described below, a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Termination Without Cause

Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Customer Data. During the term of a team’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a team’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

Representations Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Our Indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Third Party Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us for any Claim Against Customer.

Customer’s Indemnification of Us

Customer will defend Northwoods (collectively, the “Northwoods Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Northwoods Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Northwoods Indemnified Party in connection with or as a result of, and for amounts paid by a Northwoods Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim
Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Northwoods Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Our Removal Rights,” “Payment Terms,” “What’s Yours is Yours…,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Notices

Except as otherwise set forth herein, all notices under the Contract will be by email. Notices to Northwoods such as notices of termination or an indemnifiable claim must be sent to [email protected]. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change.

If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Neither party may assign nor delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Northwoods of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Choice of Law and Venue

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of Ohio, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Franklin County, Ohio will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

USER TERMS OF SERVICE

These User Terms of Service (the “User Terms”) govern your access and use of our online collaboration tools and platform (the “Services”). Please read them carefully. Even though you are signing onto an existing workspace, these User Terms apply to you as a user of the Services. We are grateful you’re here.

First things First

These User Terms are Legally Binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “Northwoods,” “We”, “our” and “us” currently refers to Northwoods Consulting Partners, Inc.

Customer’s Choices and Instructions

You are an Authorized User on a Team Controlled by a “Customer”

An organization or other third party that we refer to in these User Terms as “Customer” has invited you to join a team (i.e., a unique domain where a group of users may access the Services). If you are joining one of your employer’s teams, for example, Customer is your employer. If you are joining a team created by your friend using her personal email address, she is our Customer and she is authorizing you to join her team.

What This Means for You—and for Us

Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a team so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its team(s). When an Authorized User (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

The Relationship Between You, Customer and Us

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. NORTHWOODS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.

A Few Ground Rules

You Must be Over the Legal Age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.

While You Are Here, You Must Follow the Rules

To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and any applicable policies established by Customer. If you see inappropriate behavior or content, please report it to your Primary Owner or employer.

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Survival

The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

General Provisions

Notices

Except as otherwise set forth herein, all notices under the User Terms will be by email. Notices to Northwoods should be sent to [email protected]. A notice will be deemed to have been duly given the day after it is sent. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating
to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue; Fees

The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

CUSTOMER-SPECIFIC SUPPLEMENT

The terms of the Customer-Specific Supplement (“Customer-Specific Supplement”) below supplement and amend Customer’s Contract (as defined in our Customer Terms of Service) if Customer falls into the corresponding category of Customer. If there is any conflict between the Customer-Specific Supplement and the Contract, the applicable terms in the CustomerSpecific Supplement will prevail. Nothing in this Customer-Specific Supplement makes us a government contractor for any federal, state, local, or foreign government.

I. U.S. Government Customers

A. Use By or For the U.S. Government. The Services are a “commercial item,” as defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
B. Indemnification, Auto-Renewal, Venue, Legal Fees: The sections in the Contract titled “Governing Law,” “Auto-renewal,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” are hereby waived to the extent they are inconsistent with federal law.
C. No Endorsement: We agree that Customer’s seals, trademarks, logos, service marks, trade names, and the fact that Customer has a presence on one of our Sites and uses our Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by Customer or by any other element of the U.S. Government, or are considered by Customer or the U.S. Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Customer, or for links to or promotion of such pages, we agree not to display any Customer or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by Customer or by other relevant federal government authority. We may list Customer’s name in a publicly available customer list on a Site or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.

II. State or Local Government Customers

This Section II applies to Customer if Customer is a state or local government, but only to the extent the Services are being used in an Authorized User’s official capacity as a state or local government official. The sections in the Contract titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.

ACCEPTABLE USE POLICY

This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access. This policy may change, so please check back regularly for updates and changes. Capitalized terms used below but not defined in this policy have the meaning set forth in the User Terms of Service.

Do:

comply with all User Terms of Service, including the terms of this Acceptable Use Policy;
comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
keep passwords and all other login information confidential;
monitor and control all activity conducted through your account in connection with the Services;
promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.

Do Not:

permit any third party that is not an Authorized User to access or use a username or password for the Services;
share, transfer or otherwise provide access to an account designated for you to another person;
use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Northwoods or any third party;
attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
engage in activity that incites or encourages violence or hatred against individuals or groups;
impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
use the Services to provide material support or resources (or to conceal or disguise 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 or other laws and regulations concerning national security, defense or terrorism;
access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
send unsolicited communications, promotions or advertisements, or spam;
send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
sublicense, resell, time share or similarly exploit the Services;
use the Services for consumer purposes, as the Services are intended for use by businesses and organizations;
use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services;

authorize, permit, enable, induce or encourage any third party to do any of the above

BUSINESS ASSOCIATE AGREEMENT (HIPAA)

A. Definitions

(a) “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean Northwoods Consulting Partners, Inc.

(b) “Covered Entity” shall mean Customer or Authorized User, to the extent Customer and/or Authorized User meets the definition of “covered entity” at 45 CFR 160.103.

(c) “Designated Record Set” means: (1) A group of records maintained by or for a Covered Entity that is: (i) The medical records and billing records about Individuals maintained by or for a covered Health Care provider; (ii) The enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) Used, in whole or in part, by or for the Covered Entity to make decisions about Individuals. For purposes of this paragraph, the term record means any item, collection, or grouping of information that includes Protected Health Information and is maintained, collected, used, or disseminated by or for a Covered Entity.

(d) “Disclosure” means the release, transfer, provision of access to, or divulging in any other manner of information outside the entity holding the information.

(e) “Health Care” means care, services, or supplies related to the health of an Individual. Health Care includes, but is not limited to, the following: (1) Preventive, diagnostic, therapeutic, rehabilitative, maintenance, or palliative care, and counseling, service, assessment, or procedure with respect to the physical or mental condition, or functional status, of an Individual or that affects the structure or function of the body; and (2) Sale or dispensing of a drug, device, equipment, or other item in accordance with a prescription.

(f) “Health Information” means any information, including genetic information, whether oral or recorded in any form or medium, that: (1) is created or received by a Health Care provider, health plan, public health authority, employer, life insurer, school or university, or Health Care clearinghouse; and (2) relates to the past, present, or future physical or mental health or condition of an Individual; the provision of Health Care to an Individual; or the past, present, or future payment for the provision of Health Care to an Individual.

(g) “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

(h) “Individual” means the person who is the subject of Protected Health Information

(i) “Individually Identifiable Health Information” is information that is a subset of Health Information, including demographic information collected from an Individual, and: (1) is created or received by a Health Care provider, health plan, employer, or Health Care clearinghouse; and (2) relates to the past, present, or future physical or mental health or condition of an Individual; the provision of Health Care to an Individual; or the past, present, or future payment for the provision of Health Care to an Individual; and (i) that identifies the Individual; or (ii) with respect to which there is a reasonable basis to believe the information can be used to identify the Individual.

(j) “Protected Health Information” means Individually Identifiable Health Information that is: (i) transmitted by electronic media; (ii) maintained in any medium of electronic media; or (iii) transmitted or maintained in any other form or medium. Protected Health Information excludes Individually Identifiable Health Information: (i) in education records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. 1232 (ii) in records described at 20 U.S.C. 1232g(a)(4)(B)(iv), (iii) in employment records held by a covered entity in its role as employer and (iv) regarding a person who has been deceased for more than 50 years.

(k) “Use” means with respect to Individually Identifiable Health Information, the sharing, employment, application, utilization, examination, or analysis of such information within an entity that maintains such information.

B. Term.

This BAA shall remain in effect for the entire term of the paid subscription and shall terminate immediately upon termination of the subscription.

C. HIPAA Assurances.

In the event Business Associate creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information (“PHI”) in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations (“HIPAA”) and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), Business Associate shall:

Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;
Use or further disclose the PHI only as permitted by this BAA, the Service Agreement attached herein as Exhibit A, or as required by law, provided that any such use or disclosure would not violate HIPAA if done by a Covered Entity, unless permitted under HIPAA for a Business Associate;
Not use or further disclose the PHI in a manner that, had the Covered Entity done so, would violate the requirements of HIPAA;
Use appropriate and reasonable safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this BAA, consistent with the requirements of Subpart C of 45 C.F.R. Part 164;
Comply with each applicable requirement of 45 C.F.R. Part 162, if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;
Report promptly, and on no less a quarterly basis, to the Covered Entity any security incident or other use or disclosure of PHI not provided for by this BAA of which Business Associate becomes aware in which there is a successful unauthorized access, use, disclosure, modification, or destruction of information or interference with a systems operations in an Information System in a manner that risks the confidentiality, integrity or availability of such information. Notice is hereby deemed provided, and no further notice will be provided, for unsuccessful attempts at such unauthorized access, use, disclosure, modification, or destruction, such as pings and other broadcast attacks on a firewall, denial or service attacks, port scans, unsuccessful login attempts, or interception or encrypted information where the key is not compromised, or any combination of the above.
Report any breach of Covered Entity’ unsecured PHI that Business Associate may discover to the extent required by 45 C.F.R. § 164.410. Business Associate will make such report without unreasonable delay, and in no case later than 60 calendar days after discovery of such breach.
Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;
Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;
Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA.

D. Termination Upon Breach.

Notwithstanding any other provision of this BAA, Covered Entity shall give written notice to Business Associate in the event of a breach of this BAA and give Business Associate five (5) business days to cure such breach. Covered Entity shall also have the option to immediately stop all further disclosures of PHI to Business Associate if Covered Entity reasonably determines that Business Associate has breached its obligations under this BAA.

E. Return or Destruction of Protected Health Information upon Termination.

Within thirty (30) days upon termination of this BAA, Business Associate will either make PHI available to Covered Entity for export or download, or will assist Covered Entity in retrieving PHI for an additional fee. After the thirty (30) day period, Business Associate will have no obligation to maintain or provide PHI, and will thereafter delete or destroy all copies of PHI in Business Associate’s possession or control, unless legally prohibited. Business Associate shall not retain any copies of such PHI.

F. No Third Party Beneficiaries.

The parties agree that the terms of this BAA shall apply only to themselves and are not for the benefit of any third party beneficiaries.

G. Subcontractors

In accordance with 45 CFR §§164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the business associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information.

H. De-Identified Data.

Notwithstanding the provisions of this BAA, Business Associate and its subcontractors may disclose non-personally identifiable information provided that the disclosed information does not include a key or other mechanism that would enable the information to be identified.

I. Amendment.

Business Associate and Covered Entity agree to amend this BAA to the extent necessary to allow either party to comply with the Privacy Standards, the Standards for Electronic Transactions, the Security Standards, or other relevant state or federal laws or regulations created or amended to protect the privacy of patient information. All such amendments shall be made in a writing signed by both parties.

J. Interpretation.

Any ambiguity in this BAA shall be resolved in favor of a meaning that permits Covered Entity to comply with the then most current version of HIPAA and the HIPAA privacy regulations.

K. Miscellaneous.

This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, administrators, successors, and assigns.
This Agreement shall not be modified in any manner except by an instrument, in writing, executed by all parties to this Agreement.
This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Ohio without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction in Franklin County, Ohio.
If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of an independent contractor.
If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, the party shall not be deemed in default during the continuance of such inability. The term “force majeure” as used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from carrying out its obligations contained herein.
Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition.
This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.
This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.

L. Survival.
The obligations imposed by this BAA shall survive any expiration or termination of this BAA.

Additional Terms Of Service for those living in the European Region

In order to provide our Services (as defined below) through our apps, services, features, software, or website, we need to obtain your express agreement to our Terms of Service (“Terms”). You agree to our Terms by registering, installing, accessing, or using our apps, services, features, software, or website.

Our Services

If you live in a country in the European Economic Area (which includes the European Union), and any other included country or territory (collectively referred to as the “European Region”), Caretivity provides the services described below to you.

Privacy And Security Principles. Since we started Caretivity, we’ve built our Services with strong privacy and security principles in mind.
Connecting You With Other People. We provide ways for you to communicate with other Caretivity users including through messages, voice and video calls, and sending images and video.
Ways To Improve Our Services. We analyze how you make use of Caretivity, in order to improve all aspects of our Services described here, including helping businesses who use Caretivity measure the effectiveness and distribution of their services and messages.
Safety And Security. We work to protect the safety and security of Caretivity by appropriately dealing with abusive people and activity and violations of our Terms. We prohibit misuse of our Services, harmful conduct towards others, and violations of our Terms and policies, and address situations where we may be able to help support or protect our community. We develop automated systems to improve our ability to detect and remove abusive people and activity that may harm our community and the safety and security of our Services. If we learn of people or activity like this, we will take appropriate action by removing such people or activity or contacting law enforcement.
Enabling Global Access To Our Services. To operate our global Service, we need to store and distribute content and information in data centers and systems around the world, including outside your country of residence. This infrastructure may be owned or operated by our service providers or affiliated companies.

About Our Services

Registration. You must register for our Services using accurate information, provide your current email.

Age. If you live in a country in the European Region, you must be at least 16 years old to use our Services or such greater age required in your country to register for or use our Services. In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.

Devices And Software. You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. In order to use our Services, you consent to manually or automatically download and install updates to our Services. You also consent to our sending you notifications via Caretivity from time to time, as necessary to provide our Services to you.

Fees And Taxes. You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.

Other

Unless a mutually executed agreement between you and us states otherwise, our Terms make up the entire agreement between you and us regarding Caretivity and our Services, and supersede any prior agreements.
We reserve the right to designate in the future that certain of our Services are governed by separate terms (where, as applicable, you may separately consent).
Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit our Services in any country.
You will comply with all applicable United States and non-United States export control and trade sanctions laws (“Export Laws”). You will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Services: (a) to any individual, entity, or country prohibited by Export Laws; (b) to anyone on United States or non-United States government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology applications without the required government authorizations. You will not use or download our Services if you are located in a restricted country, if you are currently listed on any United States or non-United States restricted parties list, or for any purpose prohibited by Export Laws, and you will not disguise your location through IP proxying or other methods.
Any amendment to or waiver of our Terms requires our express consent. You have the right to terminate your relationship with Caretivity at any time by deleting your account.
We may amend or update these Terms. Unless otherwise required by law, we will provide you at least 30 days’ notice of amendments to our Terms, which will give you the opportunity to review the revised Terms before continuing to use our Services. We will also update the “Last Modified” date at the top of our Terms. Changes to these Terms shall become effective no sooner than 30 days after we provide notice of planned changes. Please note that we may not be able to provide such notice for changes to these Terms that are required to address technical evolutions of our Services or for changes made for legal reasons, both of which will become effective immediately. Your continued use of our Services following the notice period of planned changes confirms your acceptance of our Terms, as amended. We hope you will continue using Caretivity, but if you do not agree to our Terms, as amended, you must stop using our Services by deleting your account.
You will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.
Nothing in our Terms will prevent us from complying with the law.
Except as contemplated herein, our Terms do not give any third-party beneficiary rights.
If we fail to enforce any of our Terms, it will not be considered a waiver.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Terms and shall not affect the validity and enforceability of the remaining provisions of our Terms, and the remaining portion of our Terms will remain in full force and effect.
We reserve all rights not expressly granted by us to you. In certain jurisdictions, you may have legal rights as a consumer, and our Terms are not intended to limit such consumer legal rights that may not be waived by contract. Also, in certain jurisdictions, you may have legal rights as a data subject, and our Terms are not intended to limit such rights that may not be waived by contract.
We always appreciate your feedback or other suggestions about Caretivity and our Services, but you understand that you have no obligation to provide feedback or suggestions and that we may use your feedback or suggestions without any obligation to compensate you for them.

How The General Data Protection Regulation Applies To Our European Region Users

Our Legal Bases For Processing Information

We collect, use, and share the information we have as described above:

as necessary to fulfill our Terms;
consistent with your consent, which you can revoke at any time;
as necessary to comply with our legal obligations;
occasionally to protect your vital interests, or those of others;
as necessary in the public interest; and
as necessary for our (or others’) legitimate interests, including our interests in providing an innovative, relevant, safe, and profitable service to our users and partners, unless those interests are overridden by your interests or fundamental rights and freedoms that require protection of personal data.

How You Exercise Your Rights

Under the General Data Protection Regulation or other applicable local laws, you have the right to access, rectify, port, and erase your information, as well as the right to restrict and object to certain processing of your information. This includes the right to object to our processing of your information for direct marketing and the right to object to our processing of your information where we are performing a task in the public interest or pursuing our legitimate interests or those of a third party. If we process your information based on our legitimate interests or those of a third party, or in the public interest, you can object to this processing, and we will cease processing your information, unless the processing is based on compelling legitimate grounds or is needed for legal reasons.

Managing And Deleting Your Information

If you would like to manage, change, limit, or delete your information, we allow you to do that through the following tools:

Services Settings.You can change your settings to manage certain information available to other users.
Changing Your Profile Name and Role. You can also change your profile name and role any time.

Law And Protection

We collect, use, preserve, and share your information if we have a good-faith belief that it is reasonably necessary to: (a) respond pursuant to applicable law or regulations, to legal process, or to government requests; (b) enforce our Terms and any other applicable terms and policies, including for investigations of potential violations; (c) detect, investigate, prevent, and address fraud and other illegal activity, security, or technical issues; or (d) protect the rights, property, and safety of our users, Caretivity, or others, including to prevent death or imminent bodily harm.

Updates To Our Policy

We will notify you before we make changes to this Privacy Policy and give you the opportunity to review the revised Privacy Policy before you choose to continue using our Services.

How We Process Your Information

Under European law, companies must have a legal basis to process data. You have particular rights available to you depending on which legal basis we use, and we’ve explained these below. You should know that no matter what legal basis applies, you always have the right to request access to, rectification of, and erasure of your data under the General Data Protection Regulation (the “GDPR”).

For all people who have legal capacity to enter into an enforceable contract, we process data as necessary to perform our contracts with you. The core data uses necessary to provide our contractual services are:

To provide, improve, customize, and support our Services ;
To promote safety and security;
To transfer, transmit, store, or process your data outside the EEA, including to within the United States and other countries; and
To communicate with you, for example, on Service-related issues.

When we process data you provide to us as necessary to perform our contracts with you, you have the right to port it under the GDPR.

The other legal bases we rely on in certain instances when processing your data are: Your Consent:

For collecting and using information you allow us to receive through the device-based settings when you enable them (such as access to your GPS location, camera, or photos), so we can provide the features and services described when you enable the settings.

Our legitimate interests or the legitimate interests of a third party, where not outweighed by your interests or fundamental rights and freedoms (“legitimate interests”):

For people under the age of majority (under 18, in most EU countries) who have a limited ability to enter into an enforceable contract only, we may be unable to process personal data on the grounds of contractual necessity. Nevertheless, when such a person uses our Services, it is in our legitimate interests:

To provide, improve, customize, and support our Services;
To promote safety and security; and
To communicate with you, for example, on Service-related issues.

The legitimate interests we rely on for this processing are:

To create, provide, support, and maintain innovative Services and features that enable people under the age of majority to express themselves, communicate, discover, and engage with information and businesses relevant to their interests, build community, and utilize tools and features that promote their well-being;
To secure our platform and network, verify accounts and activity, combat harmful conduct, detect and prevent spam and other bad experiences, and keep our Services free of harmful or inappropriate content, and investigate suspicious activity or violations of our terms or policies and to protect the safety of people under the age of majority, including to prevent exploitation or other harms to which such individuals may be particularly vulnerable.

For all people, including those under the age of majority:

For providing measurement, analytics, and other business services where we are processing data as a controller.The legitimate interests we rely on for this processing are:
To provide accurate and reliable reporting to businesses and other partners, to ensure accurate pricing and statistics on performance, and to demonstrate the value our partners realize using our Services; and
In the interests of businesses and other partners to help them understand their customers and improve their businesses, validate our pricing models, and evaluate the effectiveness and distribution of their services and messages, and understand how people interact with them on our Services.
To share information with others including law enforcement and to respond to legal requests. The legitimate interests we rely on for this processing are:
- To prevent and address fraud, violations of our terms and policies, or other harmful or illegal activity; to protect ourselves (including our rights, property or Products), our users or others, including as part of investigations or regulatory inquiries; or to prevent death or imminent bodily harm.

We will consider several factors when assessing an objection including: our users’ reasonable expectations; the benefits and risks to you, us, other users, or third parties; and other available means to achieve the same purpose that may be less invasive and do not require disproportional effort. Your objection will be upheld, and we will cease processing your information, unless the processing is based on compelling legitimate grounds or is needed for legal reasons.

If you are under the age of majority in your country and have a limited ability to enter an enforceable contract, we will take particular account of the fact that you are below the age of majority and adjust our assessment of our legitimate interests and the balancing of your interests and rights accordingly.

Compliance with a legal obligation:

For processing data when the law requires it, including, for example, if there is a valid legal request for certain data. Protection of your vital interests or those of another person:
The vital interests we rely on for this processing include protection of your life or physical integrity or that of others, and we rely on it to combat harmful conduct and promote safety and security, for example, when we are investigating reports of harmful conduct or when someone needs help.

Tasks carried out in the public interest:

For undertaking research and to promote safety and security.

When we process your data as necessary for a task carried out in the public interest, you have the right to object to, and seek restriction of, our processing. In evaluating an objection, we’ll evaluate several factors, including: reasonable user expectations; the benefits and risks to you and third parties; and other available means to achieve the same purpose that may be less invasive and do not require disproportional effort.

Your objection will be upheld, and we will cease processing your information, unless the processing is based on compelling legitimate grounds or is needed for legal reasons.