Terms Of Service
Filament Labs, Inc., a Delaware corporation (“Filament Labs,” “our,” “us,” or “we”) provides a patient engagement platform-as-a-service product (“Patient IO” or the “Patient IO Platform”), which includes a mobile application (the “Mobile App”) and associated email and web-based versions of a patient dashboard (collectively, the “Patient Dashboard”). Patient IO, among other things, is designed to help patient users (“Patients”) and their designated friend or family member caregivers (“Caregivers”) track and manage Patient health information across different healthcare providers or sponsors and their personnel (“Sponsors”). The term “you” refers to a Patient and/or Caregiver end user of Patient IO.
This End User Service Agreement (this “Agreement”) sets forth the legally binding terms for your use of and access to Patient IO. By clicking the “I AGREE” button, installing the Mobile App or using Patient IO, you agree to be bound by this Agreement as of such date (the “Effective Date”). IF YOU DO NOT AGREE WITH IT, YOU SHOULD NOT USE PATIENT IO OR INSTALL THE MOBILE APP, OR SHOULD DISCONTINUE USE THEREOF AND UNINSTALL THE MOBILE APP IMMEDIATELY.
1. Who We Are
Filament Labs provides technology solutions for the healthcare industry. Filament Labs is not a health care provider or health insurance carrier and does not practice medicine or dispense medical or health-related advice.
2. Representations About You
You represent and warrant that you are 18 years of age or older and that the information that you provide to us about you, or, if you are a Caregiver, about your Patient, in connection with Patient IO will be current, true, accurate, supportable and complete. If you are a Caregiver, you further represent and warrant that you have all necessary rights, licenses, consents and approvals to provide us with any Patient-related information and data (including Patient health information) in connection with Patient IO.
3. Designation Of Caregivers
As a Patient user of Patient IO, you may allow one or more Caregivers that you validate and invite to use Patient IO on your behalf via the Mobile App and the Patient Dashboard. As a Patient, you acknowledge that Filament Labs is not responsible for any Caregiver that you allow to use and access Patient IO on your behalf.
4. Enabled Sponsors
Through Patient IO, you may receive Sponsor Content (defined below) from Sponsors and their personnel with whom you have a relationship for the provision of healthcare products and services and that you validate and connect with through a Sponsor access code or link distributed via the Mobile App or Patient Dashboard (each, an “Enabled Sponsor”). Filament Labs has contracts with various Sponsors allowing them to access Patient IO. However, Filament Labs does not warrant or endorse any Sponsor and does not validate or investigate the licensing, certification or other requirements and qualifications of Sponsors. It is your responsibility to investigate Sponsors.
5. License Grant
Subject to the terms of this Agreement, Filament Labs hereby grants you a limited, non-exclusive and nontransferable license to (a) access Patient IO via the Patient Dashboard, (b) download, install and use the Mobile App on a single smart phone, tablet or other mobile device that you own or control and (c) use the content, including text, pictures, videos, links and personalized information or instructions made available to you through the Mobile App or Patient Dashboard (“Content”) by your Enabled Sponsors (“Sponsor Content”) for your personal, non-commercial use.
6. License Restrictions
You shall not: (a) copy any element of Patient IO, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements of Patient IO; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any element of Patient IO; (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notice from Patient IO; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available Patient IO or any features or functionality thereof to any third party for any reason. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to comply with such law or license(s).
7. Reservation of Rights
You acknowledge that the Mobile App is licensed, not sold, to you. Filament Labs reserves all rights in and to Patient IO not expressly granted to you under this Agreement. You do not acquire any ownership interest in the Mobile App or Patient IO under this Agreement, including any copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. If you submits comments, suggestions, or other feedback regarding Patient IO (“Feedback”), Filament Labs will be free to use such Feedback for any purpose. “Filament Labs,” “Patient IO,” and all associated logos displayed within Patient IO are our trademarks (unless otherwise noted). Filament Labs may include the names and logos of Sponsors on Patient IO, however, Filament Labs is not affiliated with any Sponsor and no Sponsor grants you any rights in and to its trademarks and other intellectual property.
8. Patient Content
(a) License Granted to Us in Patient Content
As part of Patient IO, Patients and Caregivers may have the ability to submit text, photos and personalized information to Enabled Sponsors. In order to allow for this type of exchange, we need to provide that Patients and Caregivers that contribute Content about a Patient (“Patient Content”) expressly permit the uses that we envision. We do not claim ownership rights in the Patient Content, however, if and only if you post or share Patient Content (or allowing a Caregiver to do so on your behalf) through the Mobile App or Patient Dashboard, you hereby grant us a non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license under any of your applicable intellectual property or other rights protecting the Patient Content to use, display, reproduce and distribute the same (in whole or in part) in order to provide elements of Patient IO as it pertains to communication between the Enabled Sponsors and you.
(b) Patient Content You Submit
You may not provide any Patient Content that is malicious, defamatory, pornographic, abusive or threatening, or that promotes illegal or immoral activities. It is important to us that users do not use Patient IO to infringe the rights of others. You represent to us that, to your knowledge (a) you have the right to share the Patient Content via the Mobile App or the Patient Dashboard; and (b) the posting and sharing of your Patient Content does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. If you are a Caregiver, you further represent and warrant that you have all necessary rights, licenses, consents and approvals from Patients and any necessary third parties to provide us with any Patient Content (including Patient health information) in connection with Patient IO. We reserve the right to remove any of Patient Content from Patient IO in our sole discretion, including because it does or may infringe another party’s rights.
10. Maintenance and Availability
Scheduled system maintenance shall take place from time to time, and during such time, updates to Patient IO or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. Patient IO or some aspects thereof may require a wireless Internet connection. We make no representation that Patient IO is available or permitted in any particular location. Use of Patient IO is void where prohibited. You use Patient IO at your own initiative and are responsible for compliance with any applicable laws in connection with your use thereof. Filament Labs may also impose limits on the use or access to Patient IO as required by law. Patient IO is not designed for the delivery of time sensitive or life critical medical or health-related communications. IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. Patient specifically acknowledges that outage and downtime may occur, as may Sponsor error in communicating via Patient IO, including via the Mobile App. Patient acknowledges the limitations inherent in communication technology and that it is not entitled to assume that the end user interacting with Patient via the Mobile App necessarily is the Enabled Sponsor.
11. Term and Termination
The term of this Agreement and the license and other rights granted herein commence on the Effective Date and continue until terminated by Filament Labs or you. You may terminate this Agreement by deleting the Mobile App and all copies of it from your mobile device. Filament Labs may terminate this Agreement at any time without notice if it ceases to offer Patient IO or support the Mobile App, which it may do in its sole discretion, or if you fail to comply with one or more terms of this Agreement. Upon termination of this Agreement: (a) all license and other rights granted to you under this Agreement will terminate; and (b) you must cease all use of Patient IO and destroy all copies, full or partial, of the Mobile App. You acknowledge that Filament Labs may restrict, modify, or terminate this Agreement, without liability, for its convenience, or if you violate this Agreement or any law, rule, or regulation.
Regarding Apple, Inc., Google Inc. and other App Store Providers: You acknowledge that this Agreement is between you and Filament Labs and not with Apple, Inc. (“Apple”), Google Inc. (“Google”) or any sponsor or provider of any application marketplace (each an “App Store Provider”) and that Filament Labs (not the applicable App Store Provider) is responsible for the Mobile App or Patient IO. YOU ACKNOWLEDGE AND AGREE THAT NO APP STORE PROVIDER MAKES ANY WARRANTIES OR HAS ANY OBLIGATIONS WHATSOEVER UNDER THIS AGREEMENT OR HAS ANY WARRANTY OBLIGATIONS WITH RESPECT TO THE APPLICATION OR THE SERVICE. If you are using the Mobile App on any iOS-based device, this license is granted to you only as permitted by and subject to any applicable Usage Rules set forth in the Apple App Store Terms and Conditions and Apple and its subsidiaries, are third party beneficiaries of this Agreement. If you are using the Mobile App on any Android-based device, this license is granted to you only as permitted by and subject to any applicable Android Market Terms of Service established by Google.
13. Disclaimer of Warranties and Acknowledgements
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PATIENT IO PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN PATIENT IO WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PATIENT IO WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.
YOU ACKNOWLEDGE AND AGREE THAT SPONSORS ARE SOLELY RESPONSIBLE FOR ANY AND ALL (A) COMMUNICATIONS AND CONTENT TRANSMITTED TO YOU VIA PATIENT IO; (B) MEDICAL OR HEALTH-RELATED ADVICE DISPENSED VIA PATIENT IO; AND (C) ANY PRODUCTS OR SERVICES THAT SPONSORS MAY PROVIDE TO YOU. YOU ACKNOWLEDGE THAT FILAMENT LABS IS NOT LIABLE FOR ANY LOSSES, COSTS, DAMAGES OR CLAIMS IN CONNECTION WITH, ARISING FROM OR RELATED TO YOUR INTERACTIONS WITH ANY SPONSOR. YOU RELY ON THE ADVICE OF A SPONSOR SOLELY AT YOUR OWN RISK. FILAMENT LABS ENCOURAGES YOU TO OBTAIN THE IN-PERSON ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL THAT IS FULLY AWARE OF YOUR INDIVIDUAL SYMPTOMS AND CIRCUMSTANCES BEFORE YOU RECEIVE ANY DIAGNOSIS, TREATMENT, MEDICATION OR PROCEDURE.
14. Limitation of Liability
IN NO EVENT SHALL FILAMENT LABS OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO PATIENT IO, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF FILAMENT LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FILAMENT LABS OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE LESSER OF $50 OR THE AMOUNT YOU PAID FOR PATIENT IO, IF ANY, IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.
15. Acknowledgement Regarding SMS Messages and Push Notifications
To the extent the Mobile App enables you to send or receive SMS messages, the standard text messaging rates or other carrier charges may apply to such use. Further, to the extent the Mobile App has push notification capability, by downloading the Mobile App and clicking to allow push notifications, YOU CONSENT TO RECEIVE COMMUNICATIONS, INCLUDING COMMERCIAL COMMUNICATIONS FROM OR ON BEHALF OF FILAMENT LABS AND OUR PARTNERS.
16. Export and Other Restrictions
You may not use or otherwise export or re-export Patient IO or elements thereof except as authorized by United States law and the laws of the jurisdiction in which Patient IO was accessed or obtained. Patient IO and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to any U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an executive of Filament Labs, or in the case of Patient or Caregiver, accepted via a click-to accept mechanism.
Neither party shall be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third parties, failure of the public Internet or changes in the accessibility of third party websites, power outages, labor disputes or governmental demands or restrictions (“Force Majeure Event”). The laws of the State of Texas, excluding its conflicts of law rules, govern this Agreement and the provision of Patient IO. This Agreement constitutes the entire agreement between us regarding Patient IO. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. You may not transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.