Terms And Conditions

Posted April 21, 2020

 

TERMS & CONDITIONS OF USE

1. Your Agreement with Keona Health; Eligibility.

Keona Health, Inc. (together with its parents, subsidiaries and affiliates, “Keona Health”) maintains, operates and/or hosts the Keona CareDesk service (the “CareDesk”), in order to allow your doctors and other healthcare providers (collectively, “Providers”) to quickly and efficiently handle your inquiries about clinical situations, subject to these Terms and Conditions of Use (these “Terms”) and the Keona Health Privacy Policy located at: http://keonahealth.com/privacy/ (as amended from time-to-time, the “Privacy Policy” and, together with these Terms, the “Agreements”).  The Agreements set forth the legally binding terms for your use of the CareDesk.  Keona Health may change these Terms or the Privacy Policy at any time by posting modified, updated or new applicable terms and conditions and revising the “Last Updated” date at the top of these Terms or Privacy Policy, respectively.  Your continued use of the CareDesk after any such posting means that you accept the changes in the Agreements.  It is therefore important that you review the Agreements regularly to ensure you are updated as to any modifications.

BY CHECKING THE [“I ACCEPT”][1] BOX INCLUDED AS PART OF THE CareDesk REGISTRATION, OR ACCESSING OR USING THE CareDesk, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY THE TERMS OF THE AGREEMENTS.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENTS, YOU MAY NOT COMPLETE YOUR CareDesk REGISTRATION AND YOU MAY NOT ACCESS OR USE THE CareDesk.   PLEASE READ THESE TERMS CAREFULLY AND SAVE THEM.

You may only use the CareDesk if you reside in the United States.  You must be at least 18 years old to use the CareDesk, unless under direct supervision of your parent or guardian.

2. License to the CareDesk.

            Subject to the terms and conditions outlined in the Agreements, the Provider Agreements (defined below) and the Business Associate Agreements (defined below), Keona Health gives you a personal, revocable, non-assignable, and non-exclusive license to (i) use the CareDesk and (ii) view all content provided, made available or otherwise accessible via the CareDesk (“Content”).  You are not authorized to disassemble, decompile or reverse engineer any software associated with the CareDesk.  You are not authorized to access and/or use the CareDesk and/or the Content in order to build a competitive product or service, copy any features, functions or graphics of the CareDesk and/or the Content, or monitor the availability and/or functionality of the CareDesk and/or the Content for any benchmarking or competitive purposes.  Keona Health reserves all right, title and interest in and to the CareDesk and Content (including, but not limited to, originals, translations, compilations and partial copies, if any) and except for the limited license rights to the CareDesk and Content granted herein, you acquire no rights in or to the CareDesk or the Content.  If your use of the CareDesk or the Content is not expressly permitted by these Terms, such use shall constitute a breach of these Terms and may violate Keona Health’s copyright, trademark, and/or other laws.

3. Not Medical Advice.

Keona Health does not offer medical or any other health care advice, diagnosis, or treatment.  All Content is for informational purposes only.  The Content is not intended to be a substitute for medical or health care advice, diagnosis or treatment.  You should consult your Provider directly if you have any questions regarding a medical condition or before you commence or discontinue any course of treatment, take any drug, or make any changes to your diet.  You should not ignore or delay obtaining medical or other health care advice because of information accessed through the CareDesk.  You should call your Provider immediately if you think you may have a medical emergency.  

4. Your Account and Use of the CareDesk.

You may only provide information that you own or have the right to use when you create, transmit, or display health or any other information while using the CareDesk.  You represent and warrant to Keona Health that all information you provide or supply to Keona Health pursuant to the CareDesk, including without limitation, your registration information, is accurate and complete. You will comply with the Keona Health Acceptable Use Policy set forth at ____________. You are responsible for the security of your password(s) and for authorizing, monitoring, and controlling any access and use of your account and password(s).  You must promptly notify your Provider of any unauthorized use of your account or password(s). 

Keona Health assumes no responsibility or liability for any information that you submit to the CareDesk, or for any use or misuse by you or third parties of information transmitted or received using the CareDesk.

5. Use of Your Information.

            The security of your information is of utmost importance to Keona Health.  Each of your Providers has the right to (i) access, view, retrieve, modify and update health and other information, which may include personally identifiable and/or protected health information, in your account, (ii) import such information from your account to its own electronic health record(s) and vice versa and (iii) otherwise share such information with your other Providers.  Any other access, use or disclosure of your personally identifiable and/or protected health information will only be done with your prior written permission.  

Notwithstanding the foregoing, Keona Health’s and each Provider’s rights granted herein shall be subject to the terms of the Agreements, any applicable service and/or subscription agreements between Keona Health and any of your Providers (each, a “Provider Agreement”), and any business associate agreement between Keona Health and any of your Providers (each, a “Business Associate Agreement”), and applicable law. 

Notwithstanding the foregoing, you are solely responsible for controlling and monitoring the content of the information in your account, including in the event of any third party’s (including Providers) access and contribution or modification of such information in your account.  If you believe that your account has been compromised in any way, you must immediately report the potential compromise to Keona Health and each Provider.

Should Keona Health become aware of any breach of security of the CareDesk resulting in risk to any of your personally identifiable and/or protected health information, Keona Health will notify you as required by applicable state and federal laws. 

Keona Health may provide the CareDesk using hosting services provided by Microsoft Corporation (“Microsoft”) or such other hosting provider that implements and maintains commercially reasonable security programs, policies, procedures, controls and technologies (“Hosting Provider”). You hereby consent to Keona Health using such Hosting Provider to provide the hosting of the CareDesk and acknowledge and agree that: (a) Hosting Provider’s security programs, policies, procedures, controls, technologies, data backup and disaster recovery policies and procedures (for more information on Microsoft’s related policies, see https://azure.microsoft.com/en-us/overview/trusted-cloud/), are consistent with industry best practices thereby resulting in compliance with the requirements of the Agreements; (b) the hosting of the CareDesk is subject to, and you will comply with, the Hosting Provider’s terms of service (Microsoft’s terms of service are set forth at https://azure.microsoft.com/en-us/support/legal/subscription-agreement-nov-2014/); and (c) in no event will Keona Health have any liability under the Agreements for such hosting in excess of the liability of Hosting Provider in its terms of service.

6. Content Accessed Through the CareDesk.

            Keona Health does not recommend or endorse any specific procedures, products, or other information that may be mentioned or advertised on the CareDesk.  If you rely on any Content made available or otherwise accessible via the CareDesk you will do so only at your own risk.  Keona Health may not be held liable for any damages arising out of or related to your use of any such Content. 

            The CareDesk may contain Content that you find offensive in one way or another.  Keona Health has no control over, and accepts no responsibility for, such materials.   

7. Modification and Termination of the CareDesk.

Keona Health may, in its sole discretion, limit, modify, suspend, or terminate the CareDesk generally (including any Content and features).  Keona Health may suspend or terminate your use of the CareDesk at any time, for any reason, with or without cause; such suspension or termination may result in the deletion of your information, files and other previously available Content.  You may terminate your participation and use of the CareDesk at any time by sending a cancellation request to your Provider. 

Upon any termination of the CareDesk, your account and/or your use of the CareDesk shall terminate.  Notwithstanding the foregoing, Sections 9 (Limitation of Liability), 10 (Indemnification), 13 (Jurisdiction) and 14 (Entire Agreement) will continue to be effective even after any such termination.

8. Exclusion of Warranties.

            THE CareDesk IS PROVIDED “AS-IS”.  Keona Health DISCLAIMS ALL warranties, EXPRESS OR IMPLIED, including implied warranties of fitness for a particular purpose, TITLE, accuracy, merchantability and non-infringement.  Keona Health does not warrant that the information that you submit to the CareDesk will be protected against loss, misuse or alteration by third parties.  Content in the CareDesk is developed for use only in the United States, and Keona Health makes no representation concerning the Content when used in any other country.

9. Limitation of Liability.

You can recover from keona health, its officers, directors, employees, agents, Licensors and suppliers only direct damages up to the amount that you pay keona health for access and use of the CareDesk.  You cannot recover any other damages, including but not limited to special, indirect, incidental, punitive or consequential damages (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OR BREACH OF DATA OR INFORMATION, BUSINESS INTERRUPTION, OR OTHER LOSSES) ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE CareDesk, EVEN IN THE EVENT OF A FINDING OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY BY EITHER PARTY OR ANY SUPPLIER, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

 

You agree to defend, indemnify, and hold Keona Health, its officers, directors, employees, agents and suppliers, harmless from and against any claims, actions, demands, liabilities and settlements, including without limitation, reasonable legal and accounting fees (a) arising out of, or related to, your use or misuse of the CareDesk; (b) resulting from, or alleged to result from, your violation of the Agreements; and (c) arising out of, or related to, your use, misuse, or reliance upon any Content, whether based on warranty, contract, tort or any other legal theory.    

            Keona Health may assign these Terms, in whole or in part, at any time with or without providing you with notice.  You may not assign these Terms, or your rights hereunder, to anyone else, whether temporarily or permanently.

12. Notice; Consent Regarding Electronic Information.

            These Terms are in electronic form.  There may be information regarding the CareDesk that the law requires that Keona Health to send to you.  Keona Health may send this information to you in electronic form, including by email at the email address you specified when you signed up for the CareDesk or by access to a Keona Health website that will be designated in advance for this purpose.  Notices provided to you via email will be deemed given and received on the transmission date of the email.

            These Terms are governed by and interpreted in accordance with the laws of the state of North Carolina, without giving effect to its conflicts of law rules.  You hereby consent to the exclusive jurisdiction and venue of the state and federal courts located within Charlotte, North Carolina.  If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions, which will remain in full force and effect.  Waiver of any of these Terms will not be deemed a further or continuing waiver of such term or condition or any other term or condition.

14. Entire Agreement.

The Agreements, as modified from time to time, constitute the entire agreement between you and Keona Health with respect to the use of the CareDesk and Content.