ACT.md Terms of Service

Last updated and effective June 16, 2017.

Scope

Accountable Care Transactions, Inc. ("ACT.md," "we," "us," "our") believes that everybody engaged in the healthcare system - clinicians, patients, families, and communities - can act together to make health happen, wherever they are. Our products and services offer a better approach to managing many of healthcare’s complex tasks.

These Terms of Service ("Terms") govern your access to, and use of our products and services, including our web-based ACT.md Care Coordination Platform; our websites; applications; definitions, protocols, and tools for building applications; documentation; and training materials (collectively, the "Services").

Consent

Please read these Terms carefully. You agree to these Terms by using the Services.

If you are using the Services on behalf of a company, organization, government, or other legal entity, your use certifies to us that an authorized person from your organization has accepted this Policy on your behalf, and that you are authorized to use the Services.

Changes to these Terms

We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be at https://go.act.md/pages/terms, will govern. We will try to notify you of material revisions, for example via a Service notification or an email if you have an Account. We will also keep prior versions of this Privacy Policy in an archive for your review. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

Access to and use of the services

Accounts

Some portions of the Services, such as our public websites, may be accessed without a user account ("Account"). For most Services, users are required to create an Account to use the Services. An Account may include your username, password, and other personally identifiable information. You are responsible for all activity that occurs via your Account. Please notify your Account administrator or ACT.md immediately if you become aware of any unauthorized Account use.

Types of Users

Users fall into four categories.

Account Control

User Accounts are linked to Customers who pay us subscription fees. In general, Customers decide who may establish User Accounts under their control. Customers may delegate Account control to care team administrators. Customers may allow others, such as a Patient, or care team administrator, to invite others to the Services. If you receive an invitation to establish an Account, it is because an authorized person wants you to participate in a Patient’s healthcare. Customers determine your Account permissions and User type.

Minors

If you are under eighteen (18) years old, you must have permission from your parent or guardian to use the Services.

User Data

Some Service components allow you to upload, submit, store, send, or receive content (referred to as "User Data" throughout the rest of these Terms). User Data may include personal information about you or others.

Team Activity

Some Services allow Team Activity. Team Activity means the interactions between different Users to create and administer patient-specific care teams and care plans, as well as to undertake, perform, and report on those activities.

Use of the Services

We grant you the non-exclusive, non-assignable, royalty free, worldwide, limited right to use the Services and access its content, so long as you comply with these Terms, and for users who have an Account, so long as (a) your Account is linked to a Customer with an active subscription or contract, (b) that Customer authorizes your continued use, and (c) your Account has not been terminated as described later in these Terms.

Our Intellectual Property

Using our Services does not give you ownership of any intellectual property rights in our Services, or to any content you access that is not yours.

The Services are protected by copyright, trademark, and other laws. Nothing in these Terms gives you a right to use the ACT.md name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding User Data) are and will remain the exclusive property of ACT.md and our licensors. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

You agree to keep confidential any of our trade secrets, know-how, inventions, training materials, templates, workflows, information of a financial, business or technical nature, information marked as copyrighted or proprietary, and any other information about us that you know, or reasonably ought to know is confidential.

Acceptable Use

You agree to use the Services (a) consistent with these Terms, (b) solely for lawful business or clinical purposes, (c) in compliance with any laws, regulations, policies, and standards that apply to you.

You agree to keep User Data confidential, and to only use and share User Data as part of valid Team Activity.

Your use of the Services, or participation in a Patient’s healthcare, may be subject to specific privacy protections. For example, many of our Users are subject to the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191), and its implementing regulations at 45 CFR 160 and 164 ("HIPAA"). If you or your business are subject to privacy laws (including HIPAA), regulations, company policies, or professional standards, you agree that you will use the Services and any User Data consistent with those protections. This includes the obligation to obtain any required authorization or consent before using or disclosing User Data.

You also agree that you will:

Prohibited Use and Contenet

You may not use the Services in a way that violates (a) our rights, (b) the rights or privacy of others, (c) or the law. For example, you may not knowingly:

Data in the Services

License to User Data

By using the Services and agreeing to these Terms, you grant us (and those we work with) a non-exclusive, royalty-free, fully paid-up, worldwide, unconditional, non-terminable, transferable, and perpetual right and license to host, access, copy, store, archive, reproduce, distribute, modify, translate, compile, process, analyze, excerpt, display, disclose, aggregate with other data, create derivative works, and otherwise use the User Data you contribute for the purposes described in our Privacy policy and to:

These rights continue even if you stop using the Services.

Your Representations

By using the Services, you represent and warrant that:

Privacy

We are committed to protecting your information. Our Privacy Policy at https://go.act.md/pages/privacy describes the information we collect from you and others, how we use, share, and protect the information, and governs any personal information provided to us. By using the Services, you agree to the terms of the Privacy Policy.

OUR DISCLAIMER OF WARRANTIES

Unless stated otherwise in these Terms, the Services are provided "as-is" and "as-available," without representation or warranty of any kind.

We do not warrant that: (a) any information will be timely, accurate, reliable, or correct; (b) the Services will be error-free, uninterrupted, secure, or available at any particular time or place; (c) any defects or errors will be corrected; or (d) the Services will meet your business requirements, or that any result or outcome can be achieved.

To the fullest extent permitted by law, we hereby disclaim all other representations and warranties, express or implied, oral or written, with respect to the Services, including without limitation, all implied warranties of title, non-infringement, quiet enjoyment, accuracy, integration, merchantability, or fitness for any particular purpose, and all warranties arising from any course of dealing, course of performance, or usage of trade.

OUR LIMITATION OF LIABILITY

We will not be liable to you or any third party in relation to these Terms or the Services, for any cause whatsoever, regardless of the form of any claim, suit, proceeding, or action, other than for breach of these Terms, and then not for:

We shall have no obligation to verify the accuracy of the information you provide, and may rely on it to perform our obligations.

We shall have no liability for costs or attorney's fees.

You accept and agree to these limitations and exclusions, and acknowledge that the consideration is adequate, in light of the benefits provided to you as a user, and the absence of any fees charged to you as a User. These limitations shall apply notwithstanding the failure any remedy provided herein.

TERMINATION

Termination by You

You may stop using the Services at any time.

Termination by Us

We may terminate your Account if (a) you violate these Terms, (b) if our contract with the Customer responsible for your Account ends, (c) if we’re required to do so by law, or (d) if we decide to discontinue the Services, in whole or in part.

Termination by Customer

The Customer, or care team administrator responsible for your Account may terminate your Account at any time.

Patient Termination of Invited Guest Account

An Invited Patient may revoke authorization for an Invited Guest User who is participating in that Invited Patient’s own care.

Termination of Invited Patient User Account

If an Invited Patient User’s Account is terminated because a Customer stops using the Services, we may provide you with a period during which you can download your information, and/or convert your Account to a paid Customer subscription Account.

Survival

Any rights you have granted, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive the termination of your Account.

MISCELLANEOUS

Disputes

If a dispute arises out of, or in connection with these Terms or the Services, you and ACT.md agree to pursue resolution informally, and failing that, through a mutually-agreed upon alternative dispute resolution process (e.g., arbitration or mediation) before resorting to litigation. The laws of Massachusetts, U.S.A., excluding Massachusetts’ conflict of laws rules, will apply to any disputes, and any litigation will be exclusively in the federal or state courts of Suffolk County, Massachusetts, and you and ACT.md consent to personal jurisdiction in those courts.

Injunctive Relief

Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Conflicting Terms

As between our Customers and ACT.md, if there is a conflict between these Terms and the terms of agreements we have signed with our Customers, the Customer agreement terms will control for that conflict.

No Third Party Rights

These terms control the relationship between ACT.md and you. They do not create any third party beneficiary rights.

No Waiver of Rights

If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

Enforceability

If a particular term is not enforceable, this will not affect any other terms.

Force Majeure

We will not be liable for any delay or failure in performing our obligations under these Terms that arise out of any cause, condition, or circumstance beyond our reasonable control where performance would be inadvisable, commercially impracticable, illegal, or impossible. These events include (without limitation) acts of God, acts of government or regulatory authority, war, fire, flood, explosion, civil commotion, weather disruptions, cyber attacks, or disruptions to utilities, the Internet, and services provided by third-parties.

Government Users

If any User of the Services is an agency, department, or other entity of the United States Government, then the use, duplication, reproduction, modification, release, disclosure or transfer of such software or documentation is restricted in accordance with FAR 12.212 and DFAR 227.7202. The Services are deemed to be "commercial items," "commercial computer software," and "commercial computer software documentation" as those phrases are defined by FAR 2.101 and DFAR 252.227-7014.

Entire Agreement

Except as otherwise indicated in this Agreement, these terms constitute the entire agreement between us regarding the Services.

Contact

You may contact us at the following address: ACT.md, 200 State Street, 12th Floor, Boston, MA 02109, or by e-mailing help@act.md.