Terms of Service and Use for the phase2body Website

Last Modified: July 27, 2017

The phase2body, inc. doing business as Heads Up Health (“phase2body”) compilation of health, fitness, and medical records (“Website”) provides secure, private access to your personal health information (“PHI”).  By visiting this website, you agree to be bound by the terms and conditions of this Terms of Service and Use.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

The date the Terms of Service and Use were last revised is identified at the top of the page. If we make subsequent material changes to the Terms of Service and Use, we will notify you by email to the email address specified in your account and/or through a notice on the Website home page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and these Terms of Service and Use to check for any changes. phase2body reserves the right to update or change the Terms of Service and Use, at any time and for any reason, by posting the modified Terms of Service and Use on this website.

Permitted Uses and Restrictions on Use.  The Website provides a convenient and easy way for you to review your PHI.  The Website may only be used for viewing your health records and related health data.  phase2body is in no way responsible for the accuracy or the adequacy of reviewed information.  By using the Website, you agree, understand and acknowledge (i) you have not established a legal relationship with phase2body; and (ii) phase2body is not providing medical or treatment related advice to you.  You acknowledge that you are responsible for taking steps to protect yourself from unauthorized use of online communications, such as, among other things, keeping your password confidential.  You agree, understand and acknowledge that, in no event, shall you allow any unauthorized users to access the Website using your user-id and password.  phase2body is not responsible for breaches of confidentiality caused by you or anyone accessing the Website using your user-id and password, whether authorized by you or not.

Modifications to the Service or Agreements.  phase2body reserves the right, at any time, and from time to time, to modify or to discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice to you.  You agree that phase2body shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.  phase2body may specify from time to time the version(s) of web browsers required in order to use the Website, and you acknowledge that phase2body is not obligated to support all web browsers and phase2body is not obligated to continue support of any web browsers it supported at an earlier time.

Registration Data and Privacy

In order to access some of the services on this Website, you will require a separate account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”) and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you, subject to our Privacy Policy. The information we obtain through your use of this site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

Payment of Fees If you subscribe to a service on this Website that requires payment of a fee, you agree to pay all fees associated with such service. For all charges for services on this site, we will bill your credit card. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within five (5) days of the change.

If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the service and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.

You agree that until your subscription to the service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

Termination.

You acknowledge and agree that phase2body may, in our sole discretion, suspend or terminate your account and/or deny you access to or use of all or part of the Website, without prior notice, for any reason, including, without limitation, if you engage in any conduct that phase2body believes, in its sole discretion: (a) violates any term or provision of this Terms of Service and Use; (b) violates the rights of phase2body or our partners; or (c) is otherwise inappropriate for continued access and use of the Website.  In addition, phase2body reserves the right to terminate inactive membership accounts.  Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Website. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Further, you agree that phase2body shall not be liable to you or any third party for any termination of your access to the Website.  You agree to defend, indemnify, and hold phase2body harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorneys’ fees) arising from your violation of this Terms of Service and Use, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary rights, and invasion of any privacy rights.  You acknowledge that this obligation will survive the termination of your use of the Website.

Custodians.  In the event you elect to provide a custodian access to any PHI (such as through the Care Team access feature), you agree, understand and acknowledge that phase2body shall not be responsible for any PHI transmitted to such custodian.

Links.  The Website, from time to time, may provide links to other websites or resources provided by third parties. These links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that phase2body is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.  You further acknowledge and agree that phase2body shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

phase2body Proprietary Rights.  You acknowledge and agree that the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  You further acknowledge and agree that content contained in sponsor advertisements or information that may have been presented to you through the Website or advertisers is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

No Resale, etc. of the Service.  You agree not to copy, sell, resell, rent, or sublicense (including offering the Website to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Website, allow unauthorized use or access to the Website.  You agree not to access the Website by any means other than through the interface that is provided by phase2body for use in accessing the Website.

Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT:  a) YOUR USE OF WEBSITE IS AT YOUR SOLE RISK.  WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  PHASE2BODY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  b) PHASE2BODY AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) WEBSITE WILL MEET YOUR REQUIREMENTS; (ii) WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WEBSITE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, WEBSITE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH WEBSITE WILL MEET YOUR EXPECTATIONS.  PHASE2BODY AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE AND USE OR WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.  PHASE2BODY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF WEBSITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”) AND AS MODIFIED AND AMENDED, THE GRAMM-LEACH-BLILEY ACT OF 1999 AND AS MODIFIED AND AMENDED, THE SARBANES-OXLEY ACT OF 2002 AND AS MODIFIED AND AMENDED, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF WEBSITE, RELATED SERVICES, OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.  PHASE2BODY IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED IN WEBSITE.  PHASE2BODY DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHASE2BODY OR THROUGH OR FROM WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE AND USE.

Representations and Warranties. You represent that, to the best of your knowledge and belief, your use of the Website does not directly or indirectly infringe the legal rights of a third party, and you are authorized to use the Website. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.

Limitation of Liability.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT PHASE2BODY AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PHASE2BODY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:  (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE.  YOU ALSO AGREE THAT PHASE2BODY WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THE WEBSITE, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND PHASE2BODY’S REASONABLE CONTROL.

IN NO EVENT SHALL PHASE2BODY BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

Exclusions and Limitations.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

General Information.  The Terms of Service and Use constitutes the entire agreement between you and phase2body and governs your use of the Website, superseding any prior agreements between you and phase2body (including, but not limited to, any prior versions of the Terms of Service and Use) with respect to its subject matter.  You acknowledge you may be subject to additional terms and conditions that may apply when you use affiliate or other phase2body services, third party content, or third party software.  Except as otherwise provided herein, the Terms of Service and Use shall be governed by the laws of the state of Delaware without regard to its conflict of law provisions.  Except as otherwise provided in the Terms of Service and Use, you and phase2body agree to submit to the personal and exclusive jurisdiction of the courts located within San Francisco County, California.  The Terms of Service and Use does not limit any rights that phase2body may have under trade secret, copyright, patent, trademark, or other laws.  The failure of phase2body to exercise or enforce any right or provision of the Terms of Service and Use shall not constitute a waiver of such right or provision.  If any provision of the Terms of Service and Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service and Use shall remain in full force and effect.  You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service and Use must be filed within sixty (60) calendar days (or the minimum amount of time allowed by law if such time is greater than sixty (60) calendar days) after such claim or cause of action arose or be forever barred.  The section titles in the Terms of Service and Use are for convenience only and have no legal or contractual effect.  The Terms of Service and Use will inure to the benefit of phase2body and its successors and assigns.

Conduct. You agree to not use the Website to:  (a) transmit any content or domain name that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, any phase2body representative, or misrepresent your affiliation with any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through Website; (e) upload or otherwise transmit any content that you do not have a right to transmit under any law or under contractual relationships (such as inside information and proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Services or servers or networks connected to Website; or (j) incite or provide instructional information about illegal activities.

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