AgentaHealth, Inc. Website Terms of Use

Welcome to AgentaHealth. Please read on to learn the rules and restrictions that govern your use of our website, https://agentahealth.com/, and any subsites or successor sites (the “Website”). If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at:

Email: contact@agentahealth.com

These Terms of Use (these “Terms”) are a binding contract between you and AgentaHealth, Inc. (“AgentaHealth,” “we” and “us”). Your use of the Website in any way means that you agree to these Terms, and these Terms apply while you use the Website. Your use of the Website also signifies that you have read and understood our Privacy Notice. These Terms apply to users independently accessing the Website outside of any customer relationship with AgentaHealth. If you are accessing the Website or using any services as part of your affiliation with a customer organization, the terms of the Customer Terms and Conditions located at agentahealth.com/customerterms govern your use of the applicable products and services.

Please read these Terms carefully. They cover important information about the Website. These Terms include information about future changes to these Terms and limitations of liability. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.

What are the basics of using the Website?

You represent and warrant that you are an individual of legal age to form a binding contract.

You will only use the Website for your own personal use and only in a manner that complies with all laws that apply to you. If your use of the Website or a portion of the Website is prohibited by applicable laws, then you aren’t authorized to use the Website or that portion of the Website. We can’t and won’t be responsible for your using the Website in a way that breaks the law.

What about messaging?

As part of or in connection with the Website, you may receive communications through the Website, including messages that AgentaHealth sends you (for example, via email). You can opt-out of receiving any communications by emailing us at contact@agentahealth.com.

What are my rights in the Website?

The materials displayed or performed or available on or through the Website, including, but not limited to other text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. In using the Website, you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including AgentaHealth’s) rights.

Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Website is expressly prohibited without prior written permission from us. You understand that AgentaHealth owns the Website and our Content and all rights in the Website and our Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Website or Content. The Website may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this Section still apply.

Are there restrictions in how I can use the Website?

You represent, warrant, and agree that you will not provide or contribute anything to the Website or to AgentaHealth, or otherwise use or interact with the Website, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including AgentaHealth);
2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by AgentaHealth;
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
4. impacts (i) the stability of the servers running the Website, (ii) the operation or performance of the Website or any visitor’s or user’s use of the Website, or (iii) the behavior of other applications that use the Website;
5. attempts to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Website;
6. uses or displays the Website in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage;
7. uses the Website for any commercial solicitation purposes;
8. transmits invalid data, viruses, worms, or other software agents through the Website;
9. identifies or refers to us or to the Website in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent;
10. violates the security of any computer network, or cracks any passwords or security encryption codes;
11. runs Maillist, Listserv, any form of auto-responder or “spam” on the Website, or any processes that run or are activated while you are not logged into the Website, or that otherwise interfere with the proper working of the Website (including by placing an unreasonable load on the Website’ infrastructure);
12. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Website or Content through use of manual or automated means;
13. copies or stores any significant portion of the Content; or
14. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Website.

A violation of any of the foregoing is grounds for termination of your right to use or access the Website, in addition to any and all other remedies we may seek.

Who is responsible for what I see and do on the Website?

Any information you transmit through the Website is your sole responsibility and submitted at your own risk.  We aren’t liable for any errors or omissions in that information or for any damages or loss you might suffer in connection with it.

We cannot control and have no duty to take any action regarding how you may interpret and use any Content on the Website or what actions you may take as a result of having been exposed to such Content on the Website, and you hereby release us from all liability for you having acquired or not acquired Content through the Website.

The Website may contain links or connections to third-party websites or Website that are not owned or controlled by AgentaHealth. When you access third-party websites or use third-party Website, you accept that there are risks in doing so, and that AgentaHealth is not responsible for such risks.

AgentaHealth has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Website. In addition, AgentaHealth will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Website, including payment and delivery of goods (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that AgentaHealth shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Website, or between users and any third party, you agree that AgentaHealth is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release AgentaHealth, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Website. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

What about my privacy?

AgentaHealth takes the privacy of its users very seriously. Any personal information you provide to AgentaHealth based on your interactions with our Website (e.g., signing up for an interest or mailing list) are subject to our Privacy Notice. For the current AgentaHealth Privacy Notice please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. The Website is only intended for use by those 18 and over. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to use the Website or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at contact@agentahealth.com.

Will AgentaHealth ever change the Website?

We’re always trying to improve our Website, so it may change over time. We may suspend or discontinue any part of the Website, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Website. We reserve the right to remove any Content from the Website at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Will these Terms ever change?

As we endeavor to improve our Website, these Terms may need to change along with our Website. We reserve the right to change the Terms at any time. If we make material changes to these Terms, we will place a notice on our Website, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to not accept them; unfortunately, that means you will no longer be able to use the Website. If you use the Website in any way after a change to the Terms is effective, that means you agree to abide and be bound by any updates to the Terms.

What if I violate these Terms?

AgentaHealth is free to terminate (or suspend access to) your use of the Website for any reason in our discretion, including your breach of these Terms. AgentaHealth has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.  AgentaHealth may seek additional recourse and enforce its rights as determined in its sole discretion and as permitted by applicable law.

What else do I need to know?

Warranty Disclaimer. AgentaHealth and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (AgentaHealth and all such parties together, the “AgentaHealth Parties”) make no representations or warranties concerning the Website, including without limitation regarding any Content contained in or accessed through the Website, and the AgentaHealth Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Website. The AgentaHealth Parties make no representations or warranties regarding suggestions or recommendations contained on the Website or products offered or purchased through or in connection with the Website. THE WEBSITE AND CONTENT ARE PROVIDED BY AGENTAHEALTH (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE AGENTAHEALTH PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, WEBSITE OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify, defend, and hold the AgentaHealth Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Website, (b) your Content, and (c) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Website access in any way (by operation of law or otherwise) without AgentaHealth’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations, in whole or in part, without consent.

Choice of Law. These Terms are governed by and will be construed under applicable federal law and the laws of the State of New York, without regard to the conflicts of laws provisions thereof. The state and federal courts located in New York, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms or its formation, interpretation or enforcement.

Arbitration. For any dispute with us, you agree to first contact us at legal@agentahealth.com and attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in New York, New York unless we agree otherwise. If you are using the Website for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Website for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Miscellaneous. You and AgentaHealth agree that these Terms are the complete and exclusive statement of the mutual understanding between you and AgentaHealth regarding your use of the Website, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of AgentaHealth, and you do not have any authority of any kind to bind AgentaHealth in any respect whatsoever.

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