Terms of Agreement

Last Updated: October 31, 2016

Welcome to the Conversa Health Automated Conversation System.

This is a free service designed to provide personalized, relevant, and meaningful guidance and information about your health. Our goal is to give you personalized support as you seek to improve your well-being and achieve your health-related goals. The Automated Conversation System is a web-based service that will send you messages through email, text message, app, or otherwise. The Automated Conversation System, whether offered to you under the name “Digital Checkups” or another name, is referred to in these Terms as “the Service.”

The Service also includes this website at www.conversahealth.com and any other service offered by us.

The Service is provided by Conversa Health, Inc. (“Conversa”, “we” or “us”) on behalf of your provider. Please read these Terms of Agreement (the “Terms”) carefully because they govern your use of the Service.

Agreement to Terms

If you wish to use the Service, you will be asked to agree to these Terms by clicking “I Agree.” If you do so and then proceed to use the Automated Conversation System or any other aspect of the Service, you are agreeing to be bound by these Terms.

If you visit or use our website, you are also agreeing to these Terms. If you don’t agree with these Terms, you are not permitted to visit or use our website or Service.

No Medical Advice

You understand and agree that Conversa does not provide medical advice, diagnosis, treatment, or prescriptions, either through the website, the Automated Conversation System, or any other services. We’re here to provide information to help you to communicate with your provider, but we’re not your doctor or provider. The Services are not a substitute for professional medical advice, diagnosis, treatment or prescriptions. Please seek medical advice and treatment only from a healthcare provider, and if you have any questions about any communications you received through the Services, call your healthcare provider or visit him or her in person. If you think you may have a medical emergency, call your healthcare provider or 911 immediately.

ANY HEALTH INFORMATION SERVICES, SUGGESTIONS, OR OTHER CONTENT PROVIDED VIA THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF ANY INFORMATION OBTAINED THROUGH THE SERVICES AND AGREE THAT WE’RE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM USING THAT INFORMATION AND WE DISCLAIM ANY LIABILITY RELATING THERETO. IF YOU RELY ON ANY INFORMATION PROVIDED TO YOU VIA THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU AGREE THAT WE HAVE NO RESPONSIBILITY TO PROVIDE MEDICAL ADVICE OR TAKE ANY MEDICALLY RELATED ACTION IN RESPONSE TO ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

Definitions

“Conversa” includes Conversa Health, Inc. and its affiliates, subsidiaries, officers, directors, employees and agents.

“Provider” means the person or company that asked us to offer you the Automated Conversation System, which could be your healthcare provider, such as a doctor, nurse, or physical therapist, or other personal service provider, such as a trainer, fitness coach, or lifestyle/health coach.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we make changes, we’ll let you know when you try to access the Services that they’ve been updated. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have notified you of the modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore.

Because our Services are evolving over time we may change all or any part of the Services, at any time and without notice, at our sole discretion. In addition, we will stop providing the Services if your provider asks us to.

Who May Use the Services

You may use the Services only if you are authorized to use the Services by your provider and you are 18 years or older and legally competent.

The Services are intended for residents of the United States.  If you are not a U.S. resident and you register or submit personal information through the Services, you agree that we may, subject to our Privacy Policy, collect, use, store, and disclose that information in the U.S. or another country outside your country of residence.  You understand that data protection laws may vary outside your country. By providing your information to Conversa, you are consenting to the international transfer of your information for the purposes explained in these Terms, the Privacy Policy, or elsewhere in the Services.

You may use the Services solely for your personal purposes; you understand and agree that any commercial use is strictly prohibited.

Information You Provide

It’s important that you provide us with truthful, accurate, complete and up-to-date information at all times.  You are solely responsible for any information you provide or submit via the Services.  You acknowledge and agree that we are collecting the information you provide on behalf of your provider and we may share the information you provide with your provider.  We may also use your information to provide and improve our Services.

Please refer to our Privacy Policy (www.conversahealth.com/privacy), which is incorporated into these Terms, for information on how we collect, use and disclose personal information from our users and visitors.

Alerts and Notifications

We may need to contact you about your use of the Services as described in our Privacy Policy.  If you choose to use the Automated Conversation System, you may also receive emails or text messages from Conversa that refer to your medical condition or procedure and therefore contain protected health information about you.  You can choose not to receive emails or text messages containing protected health information by following the instructions provide in the Automated Conversation System messages you receive. If you do wish to use emails or text messages to communicate about your health via this Service, you are acknowledging that these methods of communication are not completely secure and carry a risk of being read or intercepted by a third party, and you are agreeing to receive these emails or text messages and accept this risk.  You are responsible for any messaging or data fees you may be charged by your wireless carrier.

Intellectual Property Rights

Conversa and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Conversa Health, www.conversahealth.com, and our logo are trademarks belonging to us. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable, and transferrable license under any and all intellectual property rights that you own or control to use, copy, modify, or create derivative works based upon and otherwise exploit any information or content you submit through the Services. You also grant us the right to sub-license these rights and the right to bring an action for infringement of these rights.   All intellectual property rights are reserved. Nothing in the license you grant us permits us to make any use or disclosure that is prohibited by our Privacy Policy or applicable law, including the Health Information Portability and Accountability Act (“HIPAA”).

If you believe that your intellectual property has been copied or is accessible via the Services in a manner that constitutes copyright infringement, please contact us at legal@conversahealth.com.  The requirements for what you must include in your notice are in the Digital Millenium Copyright Act, 17 U.S.C. § 512.

Prohibited Uses

You agree that you will not use the Services in any way prohibited by law or these Terms. These prohibitions include, but are not limited to, the following:

  • You may not damage, overburden, or impair the Services or their availability.
  • You may not use the Services in any way that is illegal, fraudulent, or harmful.
  • You may not attempt to gain unauthorized access to the Services or other accounts, computers, or networks via the Services.
  • You may not use the Services to copy, store, host, transmit, send, use, publish or distribute any malicious software or other harmful item.
  • You may not copy, modify, distribute, sell, or lease any part of the Services or their content or software, nor may you reverse engineer or attempt to extract the source code of that software.
  • You may not conduct any systematic or automated data collection activities without our specific, written pre-authorization (including, without limitation, any data mining, scraping, extraction, or harvesting.)
  • You may not use the Services to send spam, surveys, or any commercial communications that are not an authorized part of Digital Checkups.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources (including those provided by your provider).

Termination

We may terminate your access to and use of the Services at any time and for any reason, including upon termination or expiration of our agreement with your provider. You may stop using the Services at any time. Upon any termination, discontinuation or cancellation of Services, the following provisions will survive: the provisions entitled “No Medical Advice,” “Information You Provide,” “Feedback,” “Links to Third Party Websites or Resources,” “Termination,” “Warranty Disclaimers,” Limitation of Liability,” “General,” and any provisions that, by their nature, should survive termination.

Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Services or any information provided to you via the Services.

You assume total responsibility and risk for your use of the Services and communications made via the Services, including by internet and text message.  You understand and agree that any uploads or transmissions through the Services could be intercepted and used by an unauthorized third party and that all of the risk associated therewith is solely yours. You also agree that Conversa will have no liability whatsoever for any unavailability of the Services or loss or inadvertent unauthorized use or disclosure of data or misdelivery or nondelivery of communications caused by system outages or any third party acts or any other outages involving the Services, internet providers, the internet infrastructure, or any third parties.

Limitation of Liability

NEITHER CONVERSA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONVERSA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

IN NO EVENT WILL CONVERSA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED FIFTY DOLLARS ($50).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONVERSA AND YOU.

Indemnification for Consequences of User Violations

If you violate these Terms, or we reasonably suspect you have violated these Terms, we may block or suspend your use of the Services, bring legal action against you, and/or report you to law enforcement authorities. If we block your access to the Services, you agree not to attempt to circumvent our action (such as by creating or using a different account.)

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD CONVERSA HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, COSTS, LIABILITIES, LOSSES AND DAMAGES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) RESULTING FROM YOUR MISUSE OR ABUSE OF THE SERVICES OR YOUR BREACH OF THESE TERMS. You will cooperate as reasonably required in Conversa’s defense of any claim. Conversa reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you may not settle any matter without the written consent of Conversa.

Dispute Resolution

Governing Law and Jurisdiction

Except for matters of United States federal law governing intellectual property, these Terms and any action related to the Terms or the Services will be governed by the laws of the State of Oregon without regard to conflict of laws provisions. If applicable, you consent to personal jurisdiction in Oregon courts and venue in Multnomah County, Oregon.

Time Limitation

You agree that, regardless of any law, any claim you may have against us must be brought within one year after the claim arises or is known or reasonably should have been known to you, or the claim will be forever barred.

Agreement to Arbitrate

If you have a complaint, question, claim, or dispute (collectively, “Dispute”) regarding the Services, you are encouraged to bring it to our attention directly. Please email us at legal@conversahealth.com, and we will address your concerns.

If we are unable to resolve a Dispute ourselves, any Dispute relating in any way to the Terms or Services must be submitted to binding arbitration in Multnomah County, Oregon, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any federal or state court. Arbitration shall be conducted in accordance with these Terms and the prevailing rules and procedures of the American Arbitration Association. Each party shall be responsible for its own costs and fees, and the joint costs of arbitration shall be shared equally by the parties. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, no arbitration or claim under these Terms may be joined to any other arbitration or claim, including any arbitration or other legal proceeding involving any other current or former user of the Site, and no class action proceedings will be permitted.

By agreeing to arbitration in these Terms, you understand and agree that you are giving up (i) any right to pursue claims or have Disputes resolved in a court of law, (ii) any right to compulsory discovery, and (iii) any right to the appeal of any adverse arbitration decision.

General

These Terms, including our Privacy Policy incorporated herein, constitute the entire and exclusive understanding and agreement between Conversa and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Conversa and you regarding the Services. If we enter into an additional or separate written agreement with you, the terms of that agreement will supplement these Terms and will control to the extent they are contrary to these Terms.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Conversa’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Conversa may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Headings in these Terms are solely for convenience.

The Services may use cookies to store information on your computer or device. By visiting the website or using the Services, you consent to the placement of these cookies.

Any notices or other communications provided by Conversa under these Terms, including those regarding modifications to these Terms, will be given via email, text or via the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. You consent to the use of these electronic methods of communication from us and agree that all communications, including Terms and agreements, that we provide electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

Conversa’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Conversa. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Conversa at legal@conversahealth.com .

We welcome feedback, comments, complaints and suggestions for improvements to the Services (“ Feedback ”). You can submit Feedback by emailing us at feedback@conversahealth.com .

Prior Versions

Prior versions of these Terms are available here.

Effective Date

The effective date of these Terms is October 24, 2016.