TERMS OF USE

Thank you for using Vivlio Health, Inc. (“Vivlio” or “we” or “our”) products and services (“Services”). These terms and conditions of use (“Terms of Use”) govern your access to and use of the Vivlio site, any of its content, the functionality, and the Services offered by Vivlio. Please read the Terms of Use carefully before use of this site or the Services. All users (“Subscriber(s)” or “you” or “your”) are required to agree to the terms of Vivlio’s Master Services Agreement prior to using the Vivlio Services. By accessing this site or using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at: https://vivliohealth.com/privacy-policy/ and incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This site is offered and available to users who are 18 years of age or older, and reside in the United States. Vivlio prohibits use of this site, its contents, or the Services outside of the United States. By accessing this site or using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the site or Services.

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

Authorized Account

You must be a Subscriber with a Vivlio Account to use our Services. Keep your Vivlio password confidential, as you are responsible for the activity that happens on or through your Vivlio Account. You may invite nonsubscribers to become Subscribers, but you may not provide access to your Vivlio account with your credentials to nonsubscribers. If you learn of any unauthorized use of your password or Vivlio Account, contact us at privacy@vivliohealth.com.

Intellectual Property; Use of Materials

The information, materials, features, functionality, and all content, including but not limited to forms, contained in this site and the Services (collectively, “Content”) are owned by Vivlio, its licensors, or third parties and protected under United States copyright laws and international copyright, trademark, patent, trade secret and other intellectual property laws and treaty provisions. Do not reproduce, distribute, transmit, modify, reuse, report, create derivative works of, or use the Content for public or commercial purposes. Do not alter any copyright, trademark or other proprietary rights notices from Content.

If you print, copy, screenshot and share, modify, download or otherwise use or provide any other person with access to any part of the Content via your Vivlio account, in breach of the Terms of Use, your right to use the site and Services will cease immediately and you must, at our option, return or destroy any copies of the Content. No right, title or interest in or to the Content is transferred to you. All rights not expressly granted are reserved by Vivlio.

Vivlio’s name, logo, and all related names, logos, product and Services names, designs and slogans are trademarks of the Company or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners. You must not use such marks without the prior written permission of Vivlio or the respective owner. Using our Services does not give you ownership of any intellectual property rights in our Services or the Content.

Use of Services and Prohibitions

You must follow any policies made available to you within the Services and in accordance with these Terms of Use. You may use our Services only as permitted by law. You agree you will not misuse the Services or try to access them using a method other than the interface and the instructions that we provide. Specifically, you agree you will not use the site or Services in any manner that could disable, overburden, damage, or impair the site or interfere with others’ use of the site or Services. You agree you will not (i) use any robot, spider or other automatic device, process or means to access the site for any purpose, including monitoring or copying any of the site’s Content; (ii) use any manual process to monitor or copy any of the material on the site or for any other unauthorized purpose without Vivlio’s prior written consent; (iii) use any device, software or routine that interferes with the proper working of the site; (iv) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (v) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the site, the server, or any server, computer or database connected to the site; (vi) upload offensive or illegal content; or (vii) attack the site via a denial-of-service attack or a distributed denial-of-service attack.

We may suspend or stop providing access to the site or our Services if you do not comply with Vivlio policies and these Terms of Use or if we are investigating suspected misconduct. We may remove or refuse to display content that we reasonably believe violates our policies or the law. You agree we may fully cooperate with any law enforcement or government authorities for investigations involving misuse of this site, and you waive any claims resulting from such cooperation.

Privacy

Vivlio’s Privacy Policy explains how we treat personal data and protect your privacy when you use our Services. By using our Services, you agree that Vivlio can use such data in accordance with our Privacy Policy, located at: https://vivliohealth.com/privacy-policy/. By using the site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You also agree you have read the E-sign Disclosure and understand and consent to its terms.

Our Privacy Policy explains how we treat and protect protected health information (“PHI”). We comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, including the Privacy, Security, Breach Notification and Enforcement Rules at 45 C.F.R. Part 160 and Part 164, as amended, including the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (“HITECH”), and its implementing, effective, and applicable regulations, (collectively “HIPAA”) and require a Business Associate Agreement (“BAA”) with any Covered Entity Subscriber potentially accessing PHI. Use of the Services without an executed BAA is prohibited. Please visit our Terms page for additional terms and conditions applicable to the Services for End Users.

When you upload, submit, store, send or receive non-PHI content to or through our Services, you give Vivlio a worldwide license to use, host, store, reproduce, modify, or create derivative works to improve Services, subject to our Privacy Policy which governs all such information. The rights you grant in this license are for the limited purpose of of improving our Services and to develop new ones. This license continues even if you stop using our Services. You represent and warrant that you have the necessary rights to grant us this license for any non-PHI content that you submit to our Services. You can find more information about how Vivlio uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

Software

When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. Any limited license to Vivlio’s software is for the sole purpose of enabling you to use the Services in the manner permitted by these terms and the MSA terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

There may be instances when Subscribers are prompted to download third party software for PDF documents, forms, or similar purposes. Vivlio does not warranty, guarantee or endorse these third party materials and provides them as a convenience. Vivlio assumes no responsibility for errors, omissions or technical inaccuracies in third party materials. Vivlio shall not be held liable for any damages, including direct, special, indirect, incidental or consequential lost revenues or lost profits that may result from the use of third party materials. The inclusion of links by Vivlio to third party software, documents or sites is not an endorsement by Vivlio of the software, document or site, unless expressly noted.

Modifying or Terminating Services

We are constantly improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. We reserve the right to withdraw or amend this site, and any Services or Content we provide on the site in our sole discretion without notice. From time to time, we may restrict access to parts of the site to users for maintenance.

Disclaimers on Warranties

Vivlio provides our services using a commercially reasonable level of skill and care; however you understand that we cannot and do not warrant that our site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures for anti-virus protection and for maintaining a means external to our site for any reconstruction of any lost data. While Vivlio may integrate third-party products and services into Vivlio Services, you understand and agree that Vivlio in no way controls or is responsible for any such third-party product or service.

Vivlio does not guarantee continuous, uninterrupted or secure access to our site. to the extent allowed by law; Vivlio specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement with respect to this site. Other than as expressly set out in these terms or additional terms, you agree by use of these services that neither Vivlio nor its suppliers or distributors make any specific promises about the services. Vivlio does not warrant the specific functions of the services, or their reliability, availability, or ability to meet your needs.

We provide the services “as is” and “as available.” Vivlio expressly disclaims any responsibility for the accuracy, completeness, or availability of content and services, as well as the privacy and security on third party sites that link to or from the website. Vivlio will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material due to your use of the site or services. Vivlio will not be liable for any damages of any kind arising from the use of the site, content, or services included on or through the site, including but not limited to direct, indirect, incidental, punitive, and consequential damages. To the extent permitted by law, we exclude all warranties of any kind, whether express or implied, statutory, or otherwise. You agree that the use of this site and services is at your own risk.

Indemnification; Business Use

You agree to defend, indemnify and hold harmless VIVLIO and Vivlio’s officers, directors, employees, agents, licensors, and suppliers, and successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the site, including, but not limited to, any use of the site’s Content and Services other than as expressly authorized in these Terms of Use or your use of any information obtained therefrom.

If you are using our Services on behalf of a business, that business accepts these Terms of Use. Except to the extent another agreement applies, such business will hold harmless and indemnify Vivlio and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Limitation of Liability

To the extent permitted by law, you agree that in no event will Vivlio and Vivlio’s officers, directors, employees, agents, licensors, suppliers, or partners (“Vivlio affiliates”) be responsible for lost profits or revenues, financial losses or indirect, special, consequential, incidental, exemplary, or punitive damages, arising out of or in connection with your use of Vivlio’s site or services, even if the parties have been advised of the possibility that such damage may occur. You agree that Vivlio will not be liable for any technical hardware or software failure of any kind, any interruption in the availability of our site, any delays in operation, computer virus, loss of data, or similar loss, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. To the extent permitted by law, the total liability of Vivlio affiliates for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the services in the year preceding the claim. in all cases, Vivlio affiliates will not be liable for any loss or damage that is not reasonably foreseeable. Any cause of action or claim (“claim”) you may have arising out of or relating to the site or its content and services must be commenced within one (1) year after the cause of action accrues or such claim shall be permanently barred.

Modification of Terms of Use

We may revise these Terms of Use or any additional terms applying to the site or its Content or Services in our sole discretion. All changes are effective immediately when we post them. You should look at these Terms of Use regularly to review modifications. By your continued use of the site and its Content and Services after publication of revised Terms of Use, you accept and agree to the terms and conditions in the revised Terms of Use. If you do not agree to the modified terms, you should discontinue your use of this site.

General Provisions

These terms do not create any third party beneficiary rights. If you do not comply with these Terms of Use, and Vivlio does not take action right away, this doesn’t mean that we are waiving any rights that we may have (such as taking action in the future); no such waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, such provision shall be removed or limited to the minimum extent necessary to comply with the law, such that the remaining provisions of the Terms of Use will continue in full force and effect. These Terms of Use are governed by the laws of the state of Georgia, excluding its conflict of laws rules. Georgia law will apply to any disputes arising out of or relating to these Terms of Use, or use of the site or its Content and Services. You expressly agree that jurisdiction for any dispute resides in the federal or state courts of Fulton County, Georgia. We may give notice to changes to these Terms of Use or any legal notices related to these Terms of Use by means of a general notice on our site, electronic mail to the Subscriber’s e-mail address in our records, or first-class mail to a Subscriber’s address in our records.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Vivlio with respect to the site and its Content and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the site.

Contact Us

For information about how to contact Vivlio, please visit: https://vivliohealth.com/contact-us/.

Last modified: May 20, 2022.

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