AdminaHealth PORTAL™ TERMS OF USE

Posted: July 9, 2019

Welcome to the website of AdminaHealth™ (“AdminaHealth” or “we”). The following terms and conditions, together with any documents they incorporate by reference, including without limitation the Privacy Policy and any applicable Portal License Agreement or Subscription Agreement (collectively, these “Terms of Use”), govern your access to and use of adminahealth.com and related AdminaHealth websites (the “Site”) and software portals (the “Services”).

Please read the Terms of Use carefully before you use the Site or the Services. BY ACCESSING, BROWSING OR USING THE SITE OR THE SERVICES (INCLUDING YOUR SUBMISSION OF INFORMATION TO THE SITE OR SERVICES), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY AND ANY APPLICABLE PORTAL LICENSE AGREEMENT or Subscription Agreement (WHICH ARE INCORPORATED HEREIN BY REFERENCE), AND TO COMPLY WITH ALL APPLICABLE UNITED STATES LAWS AND REGULATIONS. You agree that the Terms of Use, combined with your act of using the Site or the Services, have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature. You further agree that you shall not challenge the validity, enforceability, or admissibility of the Terms of Use on the grounds that it was electronically transmitted or authorized.

When you register for the Services you will be presented with a Portal License Agreement or Subscription Agreement, which, along with these Terms of Use and our Privacy Policy, will govern your use of some of the Services. Please review the Portal License Agreement or Subscription Agreement carefully before signing up for the Services. The Portal License Agreement or Subscription Agreement has additional terms that will apply to your use of some of the Services.

In the event of a conflict between the terms of this Agreement and the terms of a specific, active Portal License Agreement or Subscription Agreement between you and AdminaHealth, the terms of the Portal License Agreement or Subscription Agreement shall control.

Contact Information

Should you have any questions about these Terms of Use, please contact us at:

AdminaHealth LLC
One Sound Shore Drive, Suite 100
Greenwich, CT 06830
203-973-7520

Services Usage

Only authorized users may use the Services. By using the Services, you acknowledge and agree that you have the appropriate authorization to use the Services. Users of  the Services must either have an active Portal License Agreement or Subscription Agreement with AdminaHealth, or be authorized by a party that has an active Portal License Agreement or Subscription Agreement.

You agree to use the Site and the Services only for lawful purposes and only for your own personal, non-commercial use (except as otherwise provided in an applicable Portal License Agreement or Subscription Agreement) and you may download or print a single copy of any portion of the Site or the Services for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained in such material. No other use is permitted unless otherwise expressly permitted by AdminaHealth.

You are prohibited from violating or attempting to violate the security measures on the Site and the Services, including, without limitation:

  1. Using a false password or one belonging to another user or accessing data not intended for the user or logging into a server or account which such user is not authorized to access;
  2. Disclosing a password or permitting a third party to use a password or failing to notify us if a password is compromised;
  3. Attempting to probe, scan or test the vulnerability of the system or network or to breach security or authentication measures without proper authorization;
  4. Attempting to interfere with service to any user, host or network;
  5. Submitting, copying or downloading any information to the Services that contains viruses, time bombs, trojan horses, worms or other harmful, or disruptive codes or devices;
  6. Sending unsolicited e-mail, including unsponsored promotions and/or advertising of products or services;
  7. Hijacking all or any part of the Services content, deleting or changing any Services content, deploying pop-up messages or advertising, running or displaying the Services or any Services content in frames or through similar means on another website, or linking to the Services or any page within the Services, without our specific written permission.

We have absolute discretion to determine if any use violates these rules, and to act as we deem appropriate in the event of any violation. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences which may involve such violations and we may contact, cooperate with, and make disclosures to, law enforcement authorities in identifying and prosecuting users who are involved in such violations.

You may allow your third party service providers (each an “Authorized Service Provider”) access to your Services account for your benefit provided that:

  1. You provide notice to AdminaHealth;
  2. You provide the Authorized Service Provider with distinct login credentials;
  3. The Authorized Service Provider agrees to the terms of this Agreement;
  4. The Authorized Service Provider is not a competitor of AdminaHealth;
  5. You agree to remain liable under this agreement for any actions or omission of the Authorized Service Provide under your account; and
  6. The Authorized Service Provider only uses the Service for your benefit.

Eligibility

THE SITE AND THE SERVICES ARE OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER AND RESIDE IN THE UNITED STATES AND U.S. TERRITORIES.  BY USING THE SITE AND THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU MEET THE FOREGOING ELIGIBILITY REQUIREMENTS.  IF YOU DO NOT MEET THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES.

Contents

Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, audio, video clips, text, “look and feel”, layout, graphics, messages, files, documents, and written and other materials that appear as part of the Site and the Services (collectively, the “Contents”) whether publicly posted or privately transmitted, as well as all derivative works are property owned, controlled, licensed or used with permission by AdminaHealth, and/or its partners, subsidiaries, and affiliates (collectively, “AdminaHealth”) or other parties that have licensed to or otherwise permitted their material to be used by AdminaHealth. The Site and the Services as a whole and their Contents are protected by copyright, trademark, trade dress and other laws and all worldwide right, title and interest in and to the Site, Services and Contents are owned by AdminaHealth or used with permission. AdminaHealth™, AdminaHealth Portal™, the AdminaHealth logo, and all other trademarks appearing on the Site and the Services are trademarks of AdminaHealth or are licensed or used with permission of the owner by AdminaHealth. You agree not to display or use such trademarks without AdminaHealth’s prior written permission. AdminaHealth disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own.

The Contents, and the Services as a whole, are intended solely for personal use by the authorized users of the Services and may not be used except as permitted in these Terms of Use and any applicable Portal License Agreement or Subscription Agreement. No right, title or interest in any downloaded materials or software is transferred to you as a result of any downloading, copying or posting. Except as noted herein or in an applicable Portal License Agreement or Subscription Agreement, you may not reproduce, republish, publish, upload, post, transmit, distribute (including by email or other electronic means), publicly display, modify, create derivative works from, reverse engineer, decompile, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents or the Services without the prior written consent of AdminaHealth or the owner of such material. Unless authorized in an applicable Portal License Agreement or Subscription Agreement, nothing contained in the Site or the Services grants or should be construed as granting, any license or right to use, implied or otherwise, any trademarks, trade names, service marks, trade dress, copyrights, patents, or other proprietary material displayed on the Services without the prior written consent of AdminaHealth or the owner of such material. All rights not expressly granted herein by AdminaHealth to you are reserved by AdminaHealth and/or its licensors. Third-party trade names, product names and logos, contained in this website may be the trademarks or registered trademarks of their respective owners.

Requests to use the Contents for any purpose other than as permitted in this agreement should be submitted to GeneralCounsel@adminahealth.com.

While AdminaHealth is under no obligation to monitor the content and data posted using the Services by you, you acknowledge and agree that AdminaHealth may at any time monitor your use of the Services as well as the content you post without prior notice to you, in accordance with your Portal License Agreement or Subscription Agreement and the applicable Privacy Policy.

User Content and Information

You will not post, enter, download, or copy on the Services, transmit to other users, communicate any content (or links thereto), or otherwise engage in any activity through the Services, that:

  1. Violates any applicable law or regulation;
  2. Promotes or enables illegal or unlawful activities;
  3. Will infringe the copyright, patent, trademark, trade secret or other intellectual property rights of others;
  4. Violates the privacy or publicity or other personal rights of others,
  5. Misrepresents affiliation, connection or association with, any person or entity;
  6. Is intended to deceive or defraud other users of the Services;
  7. Is libelous, obscene, profane, inaccurate, sexually suggestive, offensive, threatening, defamatory, abusive or hateful;
  8. Is false or misleading to AdminaHealth; or
  9. Distributes another person’s personal information without his or her permission, or collects or solicits another person’s personal information for commercial or unlawful purposes.

By entering information or content to the Site or the Services you grant, and you represent and warrant that you have the right to grant, to AdminaHealth and its affiliates, an non-exclusive, fully-paid, royalty-free, worldwide license to use and distribute such information and content for the purposes set forth in this Agreement, including the Privacy Policy and any applicable Portal License Agreement or Subscription Agreement.

You agree to only enter accurate and up-to-date information to the Services.

Your Privacy Rights

All information we collect through the Service is subject to our Privacy Policy available at AdminaHealth.com and the applicable Portal License Agreement or Subscription Agreement. By using the Site and the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and the Portal License Agreement or Subscription Agreement.

Links to Third Party Websites

AdminaHealth is not responsible for the contents of any linked website that may be contained in the Services or on the Site, or any link contained in a linked website, or any changes or updates to such websites. The inclusion of any link does not imply endorsement by AdminaHealth of that website and is provided only for informational purposes.

Payment Functionality

AdminaHealth Customers Making Payments to Third Parties

If you are using Dwolla as one of our payment providers as part of the payment functionality of our Services to make payments to third parties, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at www.adminahealth.com, support@adminahealth.com, and/or 203-973-7510.

If you are using one of the other payment providers available through the Services you may be required to open an account and accept the terms of service and privacy policy for such other payment provider.

Payment Recipients

If you are using Dwolla as one of our payment providers as part of the payment functionality of our Services you expressly authorize us and Dwolla, Inc. to originate credit transfers to your financial institution account.

Indemnification

You shall indemnify, defend and hold harmless AdminaHealth and its business affiliates, subsidiaries, affiliates, officers, directors, employees, attorneys and agents, from and against any and all damages, claims and actions brought by you or any third party resulting from: (a) your use of or inability to use the Site or the Services, (b) the infringement by you of any intellectual property rights of any person or entity, © any violation of any terms of this Agreement, (d) any content or data entered by you, (e) the breach of any warranty or representation made by you under this Agreement, (f) your violation of any applicable laws, rules or regulations, or (g) fraud associated with the use of the Services.

AdminaHealth reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AdminaHealth in asserting any available defenses.

Disclaimers and Limitations of Liability

THE SITE, SERVICES AND THE CONTENT, INFORMATION AND ACCESS TO THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. ADMINAHEALTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE AND SERVICES IN TERMS OF ITS QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ADMINAHEALTH DOES NOT WARRANT THAT ANY PART OF THE SITE OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT TRANSMISSION TO OR FROM THE SITE OR SERVICES AND ACCESS TO THE SITE OR SERVICES WILL BE UNINTERRUPTED, CONTINUOUS, OR ERROR-FREE.

IN NO EVENT WILL ADMINAHEALTH OR ANY OF ITS AFFILIATED ENTITIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES, EVEN IF ADMINAHEALTH HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICE, PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE AND THE SERVICES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY.

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF THE DATA THAT YOU ENTER IN THE SERVICES. ADMINAHEALTH AND ITS CONTRACTORS MAY USE VARIOUS WAYS OF VERIFYING INFORMATION THAT ACCOUNTS HAVE PROVIDED. HOWEVER, NONE OF THOSE WAYS IS ERROR-FREE, AND YOU AGREE THAT ADMINAHEALTH AND ITS CONTRACTORS WILL HAVE NO LIABILITY TO YOU ARISING FROM ANY FALSE OR INCORRECTLY VERIFIED INFORMATION.

ADMINAHEALTH IS NOT RESPONSIBLE FOR THE CONTENT OR DATA ENTERED, USED, AND/OR DISTRIBUTED BY ANY END USER OF THE SERVICES, AND ADMINAHEALTH HAS NO OBLIGATION TO MONITOR, INVESTIGATE, OR CHECK THE CONTENT FOR ACCURACY. ADMINAHEALTH IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE SERVICES AND DISCLAIMS ANY AND ALL LIABILITY FOR SUCH CONDUCT. USERS ARE RESPONSIBLE FOR COMPLYING WITH ANY APPLICABLE THIRD PARTY AGREEMENTS AND ADMINAHEALTH DISCLAIMS ANY AND ALL LIABILITY FOR USERS’ BREACH OF SUCH AGREEMENTS OR ANY RESULTING ACTION BY SUCH THIRD PARTIES.

THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Inaccuracy; Reliance

You are solely responsible for the accuracy of the data that you provide to the Services. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS AND DATA BY YOU OR ANY OTHER VISITOR TO THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Through the Services, AdminaHealth may provide the capability for you to upload and download files from/to your computer, tablet, smartphone, or similar device. Although AdminaHealth takes the security precautions outlined in the Terms of Use and Privacy Policy, there can be no guarantee that files you download from the Services will be corruption free, will not be intercepted by hackers, or will meet your needs and expectations.

Modifications to the Terms of Use

AdminaHealth, in its sole discretion, reserves the right to update, revise, supplement and to otherwise modify these Terms of Use, and to impose new or additional terms and conditions on your use of the Site and Services from time to time. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in these Terms of Use as “Additional Terms”) will be effective immediately and incorporated into these Terms of Use upon notice thereof, which may be given by any reasonable means, including by posting to the Services or on the Site or sending notification to the email address provided with your account. Your continued use of the Site or the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms.

No Waiver

AdminaHealth’s failure to enforce strict performance of any provision of these Terms of Use will not constitute a waiver of AdminaHealth’s right to subsequently enforce such a provision or any other provision of this Agreement, nor will any delay or omission on the part of AdminaHealth to exercise or take advantage of any right or remedy that AdminaHealth has or may have hereunder, operate as a waiver of any right or remedy.

Severability

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portion hereof shall remain in full force and effect and such a provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provisions valid and enforceable.

Term and Termination.

This Agreement will become effective upon your acceptance of the Agreement by your use the Site or the Services and will remain in effect unless and until terminated hereunder. You may terminate this Agreement at any time upon written notice to AdminaHealth, provided that you do not access the Site or Services thereafter. Except as otherwise set forth in an applicable Portal License Agreement or Subscription Agreement, AdminaHealth may terminate this Agreement at any time and may do so immediately without notice, and accordingly may deny you access to the Site or the Services, if in AdminaHealth’s sole discretion you fail to comply with any term or provision of this Agreement or any applicable Portal License Agreement or Subscription Agreement. Upon any termination of this Agreement by either you or AdminaHealth, you agree to promptly destroy all materials downloaded or otherwise obtained from the Site or the Services, as well as all copies of such materials, whether made under the terms of this Agreement or otherwise, and to refrain from further accessing the Site and the Services.

Customer Support

Please contact support@adminahealth.com or the account representative listed in your Portal License Agreement or Subscription Agreement with questions or problems with the Site or the Services.

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