If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You agree to require all employees, agents and other third parties, including patients (“Users”), when applicable, accessing or using the Services to comply with these Terms. If you are using the Services on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
1. User Obligations
You are responsible for your use of the Services, for any information, including personal information, you post to the Services, and for any consequences thereof. You may use the Services only if you have the capacity to enter into a binding contract with Halo Health and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Any person under 18 years of age is prohibited from using or accessing the Services for any reason.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with your account and with other accounts that you may connect to your Halo Health account. You expressly agree to use reasonable security precautions appropriate to the sensitivity of information you are transmitting via the Services. You must immediately notify Halo Health of any unauthorized use of your password or account by calling 1-855-362-4256 . Halo Health will not be liable for any loss or damage arising from your failure to comply with the above requirements.
You are responsible for (a) using the Services strictly in accordance with these Terms and all applicable laws, (b) promptly reporting to Halo Health any flaws, errors, bugs, defects or other problems in our with the Services, (c) notifying Halo Health of any change to your contact information, and (e) complying with these Terms.
You are responsible for confirming that all communications, whether containing time sensitive, urgent or medically altering information, sent using the Services, are received, read and acted upon by the receiving party. Halo Health is not liable for any claims, suits, damages, fines, penalties and liabilities resulting from or arising out of failure of a communication using Halo Health Services to be sent, received, read or acted upon.
You are responsible for informing all employees, agents and other third parties, including patients that Halo Health does not offer medical advice. Any content accessed through Halo Health products a services is for informational purposes only, and is not intended to cover all possible diagnoses, uses, directions, precautions, drug interactions, or adverse effects. Users must not ignore or delay obtaining professional medical advice because of information accessed through Halo Health and should immediately call 911 for all medical emergencies.
2. Restrictions on Use of the Services
You may not do any of the following while accessing or using the Services:
• Interfere with or disrupt the proper operation of the Halo platform;
• Access, tamper with, or use non-public areas of the website, our computer systems, or the technical delivery systems of our providers;
• Attempt to probe, scan, or test the vulnerability of any Halo Health system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological
• measure implemented by Halo Health or any of our providers or any other third party (including another user) to protect the Services;
• Break or circumvent our security measures or otherwise test the vulnerability of our systems or networks;
• Send any unsolicited or unauthorized spam and spam comments on posts, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable laws, regulations and ordinances, including any laws regarding the export of data or software;
• Provide information that is false or misleading or that you do not own or have the right to use;
• Engage in any activity prohibited in these Terms; and
• Encourage or enable any other individual to do any of the activities prohibited in these Terms.
4. Halo Health Rights
The entire content of Halo Health Services (including all information, software, software modifications, derivative works, processes, configurations, system referenced data, text, displays, images and audio) are all protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. You may not copy, modify, customize, create derivative works of, print, license to a third party, reproduce, publicly display or perform, republish, store, decompile, disassemble, decode or otherwise reverse engineer, transmit or distribute any of the material of this mobile application. Halo Health gives you a personal, revocable, non-assignable, and nonexclusive license to use Halo Health Services. Halo Health reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Halo Health, or 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.
5. Ending These Terms
Unless otherwise provided in a written agreement between you and Halo Health, you may end these Terms with Halo Health for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us 513-929-1900. Deactivating an individual or company account will not terminate a company’s agreement with Halo Health or any obligations your company has pursuant to such agreement, including but not limited to its payment obligations.
We may suspend or terminate your company or individual User accounts or cease providing you with all or part of the Services if we reasonably believe: (i) you or your employees, or other parties acting on your behalf or request have violated these Terms, or (ii) you create risk or possible legal exposure for us. Should your account be suspended or terminated, we will use reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account. Halo Health may terminate your subscription and access to the Services in accordance with the applicable customer agreement.
Upon termination of your account, Halo Health will promptly delete all Information stored in Halo Health secure database unless you arrange with Halo Health to have your data exported. In addition, these Terms shall immediately terminate, including, without limitation, your license to use the Services, except those sections that you would expect to survive termination.
6. Disclaimers, Indemnities and Limitations of Liability
Please read this section carefully since it limits the liability of Halo Health and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Halo Health Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
6.A. The Services are Available “AS-IS”
THE SERVICES ARE PROVIDED BY HALO HEALTH ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, HALO HEALTH NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.
6.B. Limitation of Liability
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF THE CUSTOMER’S DIRECT DAMAGES ACTUALLY INCURRED OR THE FEES PAID BY CUSTOMER TO HALO HEALTH DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM NEITHER YOU NOR HALO HEALTH MAY BE HELD LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.
YOU AND HALO HEALTH ACKNOWLEDGE THAT THE OTHER HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN §6 AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Halo Health Entities, from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) the failure of you or your employees or agents to comply with these Terms or to safeguard third party personal health information, or (2) any activity in which you or your employees or agents engage on or through the Services.
7. Third-Party Services
You may choose to allow third-party service providers to retrieve, provide, and/or modify health and other information in your Halo Health account. Once you enable a specific third-party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. Third-party service providers include both health care providers and other entities. It is your sole responsibility to review and approve each such third-party service provider before sharing your information with such service provider through your Halo Health account or otherwise allowing such service provider access to it. Halo Health is not responsible for and does not endorse any third-party service providers or their services or content. Use of third-party service providers and reliance on their services and content is solely at your own risk. Halo Health shall not be held liable for any damages arising out of or related to your use of any third-party service providers.
8. General Terms
8.A. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Ohio without regard to or application of its conflict of law provisions or your state or country of residence. Any controversy, claim or dispute you have against Halo Health shall not be consolidated or otherwise combined with any controversy, claim or dispute that any other person has against Halo Health arising out of or relating to the Services.
Both you and Halo Health hereby consent to the exclusive jurisdiction of the state and federal courts of Ohio and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
8.B. Waiver and Severability
The failure of Halo Health to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
To let you know what new subscriptions are available from time to time, or to notify you of a change or charge to your account, Halo Health will send you a message via email. You agree that as a subscriber, Halo Health may send you such messages via email. You will receive this message even if you have opted out of receiving other messages from Halo Health. If you do not want to receive this message, you may cancel your subscription at any time as provided in these Terms. Notifications pursuant to these Terms may be sent to Halo Health Inc.’s Corporate Offices located at: 1 West 4th Street, Cincinnati, Ohio 45202.
8.D. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at halohealth.com/termsofuse. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to these Terms, you must end these Terms with us as set forth in Section 5 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
If you have any questions about these Terms, please contact us via email at email@example.com.