Terms of Use — BaseHealth, Inc.

These Terms of Use are effective as of September 27, 2016.

En Español

Please read these terms of use("TERMS OF USE") carefully before using this website (https://www.basehealth.com) (the "WEBSITE") and any services provided by BaseHealth, directly or through the website. By clicking to "Accept" or "Agree" to these terms of use when this option is made available to you, you signify your agreement with these terms of use and our privacy policy posted at http://www.basehealth.com/privacy-policy_en.html ("PRIVACY POLICY") cookie policy posted at: http://www.basehealth.com/cookies_en.html and consent posted at: http://www.basehealth.com/consent_en.html; all of which are incorporated by reference into these terms of use. you also agree that if you are the representative of any corporation, entity orindividual which is using the website, you are authorized by such corporation, entity or individual to enter into a legal agreement. You may also be referred to as customer.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE OR ARE NOT OTHERWISE AUTHORIZED, YOU ARE NOT PERMITTED TO USE THE WEBSITE OR SERVICES.

Content and Intellectual Property Rights

1. The Website and its entire contents, features and functionality, including but not limited to text, information, data, software, images, video and audio (and the design, selection and arrangement thereof), trademarks, service marks, name, logos, other identifiers of BaseHealth and the analysis, analytics, reports and results of use of any Services provided by or in conjunction with the Website, feedback regarding BaseHealth’s Website or Services and Documentation, in any form or format, and any configurations, customizations, modifications, enhancements, improvements, updates, revisions, or derivative works thereof including all know-how, methodologies and intellectual property rights (collectively “Content”) are owned by BaseHealth or one or more third party licensors. BaseHealth is free to use or incorporate any feedback or other suggestions about the Content or its Services without any compensation, obligation or attribution. “Documentation” means downloadable technical manuals, and all other user materials including specifications and requirements of the Services expressly excluding marketing and sales collateral and materials.

2. You may create a bookmark in your browser to the home page of the Website and may otherwise use the Content only as expressly permitted by these Terms of Use. Except as specifically permitted in these Terms of Use, nothing in these Terms of Use grant or will be construed to grant to you or any third party any title or interest in, or any license or right to use or reproduce, the Content contained in the Website or resulting from the Services. All rights not expressly granted in these Terms of Use are reserved to BaseHealth. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by these Terms of Use. BaseHealth reserves the right to discontinue or make changes to the Website or the Services provided through the Website at any time, in our sole discretion, without notice. The Website and the Content is not necessarily complete or up-to-date. BaseHealth is under no obligation to update such material.

3. Unauthorized or unapproved use of any Content constitutes copyright infringement which subjects you to civil and criminal penalties under United States and international laws and treaties.

Using the Website

1. You are invited to read the Content on the Website for free, for your non-commercial, personal information and educational purposes, to learn about our Services. We encourage you to invite and point others to the Website including, by linking to the Website, provided that you do so in a way that is fair and legal and does not damage our reputation, and provided further, that you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. Content may not be used for any other purpose without our express written permission.

2. By posting, submitting, publishing, displaying, transmitting or uploading any text, photos, videos, audios, data, other material or information to us through the Website including by use of the Services by you or your users (“Your Material”), (a) you grant to BaseHealth, its affiliates and service providers, and each of their respective licensees, successors and assigns, a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, publish, perform, post, delete, transmit and distribute Your Material for our business purposes, not as otherwise prohibited by law and in a manner consistent with our Privacy Policy; and, (b) you represent and warrant that you have all rights, title and interest to grant BaseHealth the right of use described above.

3. You will not, nor permit anyone else to, directly or indirectly, except as expressly permitted by these Terms of Use

(a) copy, use, modify, adapt, alter, translate, or create derivative works or distribute Content;

(b) permit use of the Website, Services or Content on a rental or leased basis, for timesharing or service bureau purposes, or otherwise on behalf of any third party (e.g. a managed service offering);

(c) remove or obscure any proprietary notices on the Website or Services;

(d) use, or permit use of, the Website, Services or Content, in violation of any applicable law, statute, ordinance or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, privacy, antidiscrimination or false advertising), in a manner other than as provided for by this Terms of Use or the BaseHealth’s documentation, that is unlawful, tortious, infringing, defamatory, libelous, immoral, pornographic, obscene, vulgar, threatening, harassing, abusive, hateful, or harmful, contains any viruses, Trojan horses, worms, time bombs, cancel bots, or deleterious computer code, files, scripts, agents, or program that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (“Malware”), that contains any incomplete, false, inaccurate, or misleading information or that constitutes spam or any other form of duplicative and unsolicited messages;

(e) create Internet “links” to the Website or “frame” or “mirror” any of the Content;

(f) harvest, collect, gather or assemble information or data regarding third parties using the Website or Services without BaseHealth and such third parties’ consent; or,

(g) interfere with, burden, or disrupt the integrity or performance of the Website, Services or Content, or interfere with another's use and enjoyment of the Website or Services.

4. To access and use the Services, you and your users will create an account using the Website and will select and may change passwords. Customer is responsible for maintaining the confidentiality of passwords. Customer agrees that BaseHealth has no liability with regard to the unauthorized use of such password. By registering for an account, a password and using portions of the Website which are password protected, you are certifying that: (a) you are authorized to access and use the Website, (b) agree to be bound by these Terms of Use, the Privacy Policy and any additional terms required for access to password controlled Content; and, (c) that the user name and password are unique to you. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You are solely responsible and liable for maintaining the confidentiality of your user name and password and any unauthorized use thereof or access thereto. BaseHealth has no liability with regard to the unauthorized use of such passwords. You agree to notify BaseHealth immediately if you have any reason to believe that the security of your account has been compromised and will assist in any investigation, remediation, reporting and/or notification.

5. Base Health uses commercially reasonable practices, including encryption and firewalls, to protect the security of the Website and Services. However, Customer and its Users acknowledge that the Internet is an open system and BaseHealth cannot and does not warrant or guarantee that third parties cannot or will not intercept, copy or modify your Personal Information (as defined in the Privacy Policy).

6. Scheduled and unscheduled interruptions may occur. BaseHealth does not warrant or guarantee uninterrupted availability of the Website or Services. BaseHealth reserves the right, without notice, demand or liability, to: (a) modify or temporarily suspend use of the Website, Content or Service, in whole or in part; (b) to impose temporary limits on certain features, Content and Services; (c) temporarily restrict access to or use of parts of the Website, Content or Service; or, (d) terminate your access or use of the Website or Services at any time. Violation of these Terms of Use may result in criminal and civil liability.

Indemnification

You agree to defend, indemnify and hold BaseHealth, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, agents and contractors, harmless against any losses, expenses, costs or damages (including its reasonable attorneys’ fees, expert fees and other reasonable costs of litigation) arising from or relating to bodily injury or death of a user or incurred as a result of, or in any manner related to use of the Website, Content or Services other than as expressly authorized, your negligence, breach of these Terms of Use or violation of any applicable law.

Advertisements and Links to Other Websites

The Website may contain links to other websites which connect you with other websites which are operated by parties over whom BaseHealth has no control. These links are provided only as a convenience to you, and BaseHealth does not assume any responsibility nor endorse such other websites. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Advertisements and Links to Other Websites

The Website may contain links to other websites which connect you with other websites which are operated by parties over whom BaseHealth has no control. These links are provided only as a convenience to you, and BaseHealth does not assume any responsibility nor endorse such other websites. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Digital Millennium Copyright Act

1. If you are a copyright owner or an agent of a copyright owner, and you believe that any Content on the Website infringes your copyright(s), then you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”) by providing our Designated Copyright Agent with the following information in writing (“Notice”):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “Complainant”);
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BaseHealth to locate the material;
• Information reasonably sufficient to permit BaseHealth to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted;
• A statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
“Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights.

2. The above information must be included in the Notice and submitted to our Designated Copyright Agent by mail and email to the following addresses: BaseHealth Systems, Inc.
Attention: DMCA Agent
111 West Evelyn Avenue,
Suite 209,
Sunnyvale, CA 94068, USA,
Telephone number: +1-650-453-3170
Email: privacy@basehealth.com

3. If Your Material has been removed for alleged infringement and you believe it should not have been, you may send us a written counter-notice (“Counter-Notice”), which must include: • A physical or electronic signature of the alleged infringer; • Identification of the material removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; • A statement under penalty of perjury that the alleged infringer has a good-faith belief that the material was removed or access to it disabled as a result of error; • The alleged infringer's name, address, and telephone number; and, • A statement of consent to jurisdiction in federal district court and that the alleged infringer consents to service of process from the complaining party or its agent.

4. We will respond to all such notices in compliance with applicable law. We have the right to remove content alleged to be infringing, at our sole discretion, without prior notice.

5. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Disclaimers

1. Medical Disclaimers. The Content available through this Website is for informational and educational purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. BaseHealth does not give medical advice, nor does it provide medical or diagnostic services. Additionally, the use of any Services or the Content obtained through this Website does not establish a physician-patient relationship. Always seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition and to interpret and to understand the results of any genetic testing. Never disregard professional medical advice or delay in seeking it because of something you have seen or read on this Website. Any interpretation of data provided requires professional advice.

Your reliance upon information and Content obtained by you at or through this Website is solely at your own risk. Neither we nor our Content providers assume any liability or responsibility for damage or injury (including death) to you, other persons or property arising from any use of any product, information, idea or instruction contained in the Content or Website.

2. General Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF USE, BASEHEALTH, ITS LICENSORS AND SERVICE PROVIDERS, MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE WEBSITE, CONTENT, SERVICES OR DOCUMENTATION INCLUDING BUT NOT LIMITED TO DISCLAIMING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BASEHEALTH, ITS LICENSORS AND SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE WEBSITE, SERVICES, CONTENT OR DOCUMENTATION WILL MEET YOUR OR USERS’ REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS OR IS ACCURATE, RELIABLE OR CURRENT. RATHER, CONTENT IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. IT IS NOT A SUBSTITUTE FOR ADVICE FROM PHYSICIANS OR MEDICAL PROFESSIONALS. YOUR AND USERS, KNOWINGLY AND VOLUNTARILY, ACCEPT ALL RISKS RELATING TO OR RESULTING FROM USE OF THE WEBSITE, CONTENT OR SERVICES INCLUDING BUT NOT LIMITED TO SERIOUS BODILY INJURY OR DEATH.

Limitation of Liability

USE OF THE WEBSITE, CONTENT, SERVICES AND DOCUMENTATION ARE AT YOUR AND USERS’ OWN RISK. IN NO EVENT IS BASEHEALTH, ITS LICENSORS OR SERVICE PROVIDERS, LIABLE TO YOU, USERS OR OTHER THIRD PARTIES, FOR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, OR USE, LOSS OR CORRUPTION OF DATA, SERVICE INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR RELATED TO THESE TERMS OF USE WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABLITY OR OTHER LEGAL THEORY EVEN IF BASEHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL BASEHEALTH, ITS LICENSORS OR SERVICE PROVIDERS’ TOTAL LIABLITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, CONTENT OR SERVICES EXCEED THE AMOUNTS PAID FOR THE USE OF THE SERVICES FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE OR $500.00 IF NO AMOUNTS ARE PAID OR PAYABLE HEREUNDER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BASEHEALTH AND YOU AND USER.

General Provisions

1. Entire Agreement. These Terms of Use and all policies and documents referenced in these Terms of Use, form the entire agreement between you and BaseHealth, and supersede all prior negotiations, understandings or agreements (oral or written), between you and BaseHealth about the subject matter of these Terms of Use and can be modified only in writing signed by both of you and BaseHealth. You acknowledge and agree that the provisions, disclosures and disclaimers contained in these Terms of Use are fair and reasonable and your agreement to follow and be bound to them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. There are no representations, promises, warranties or undertakings by BaseHealth contrary to those set forth above.

2. Waiver; Severance. The failure of a party to enforce its rights under these Terms of Use at any time for any period will not be construed as a waiver of such rights. If any provision of these Terms of Use, including the Privacy Policy is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use, including the Privacy Policy will otherwise remain in full force and effect and be enforceable.

3. Governing Law, Attorneys Fees and Compliance. These Terms of Use are governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. The prevailing party in any action relating to these Terms of Use is entitled to recover its reasonable attorneys’ fees and costs.

4. Independent Contractors. The parties are independent contractors, joint venturers or partners of each other and not the employer, employee, agent or representative of the other party.

5. English Language. The English version of these Terms of Use governs. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

6. Changes to These Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. If we make a material change to these Terms of Use, we will post a notice of those changes on the Website or notify you by email (sent to the email address specified in your account) prior to the change becoming effective. You are bound by changes to these Terms of Use when you use the Website after those changes have been posted on the Website or have been emailed to you. We encourage you to periodically review this page for the latest version of these Terms of Use.

7. Contact Us. If you have any questions about these Terms of Use, the practices of the Website, the Services offered through the Website or your dealings with the Website, including any bugs or actual or potential threats to the security of the Website and protection of your Personal Information, please contact us at privacy@basehealth.com, or at 111 West Evelyn Avenue, Suite 209, Sunnyvale, CA 94068, USA, and Telephone number: +1-650-453-3170.

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