Terms of Use for Site 1.The Sharecare Health Data Services (hereafter “Sharecare”) eStorage and eDelivery website (the “Site”) is comprised of webpages operated by Sharecare. The Site is offered to You conditioned on Your acceptance of the terms, conditions and notices contained herein without modification (“Terms and Conditions”). These Terms and Conditions related to the use of the Site only. Your use of the Site constitutes Your agreement to all such Terms and Conditions. Sharecare reserves the right to unilaterally modify the Terms and Conditions under which the Site is offered, including but not limited to the charges associated with the use of the Site. As a condition of Your use of the Site, You warrant to Sharecare that You will not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. 2.You understand and agree that all medical records requests You submit to Sharecare going forward will be fulfilled in accordance with these Terms and Conditions. For avoidance of doubt, all medical records requests you submit to Sharecare, in any manner or via any medium, will be subject to these Terms and Conditions unless the parties enter into an agreement in the future which explicitly supersedes these Terms and Conditions. 3.You acknowledge you must designate an administrator who shall be responsible for setting up users, maintaining and changing passwords, keeping accurate information, removing access of users who are no longer employed by You or no longer require access, and keeping accessed information safe and secure. You agree that Sharecare may, in its sole discretion and without prior notice, at any time, terminate revoke Your account and/or access to the Site, or terminate the access of any individual user, and/or opt to no longer fulfill medical records requests from You, for any reason whatsoever or if Sharecare determines that You have violated these Terms and Conditions or other agreements or guidelines which may be associated with Your use of the Site or the provision of Sharecare’s services hereunder. You also agree that any violation by You of these Terms and Conditions will constitute an unlawful and unfair business practice and will cause irreparable harm to Sharecare for which monetary damages would be inadequate, and You consent to Sharecare obtaining any injunctive or equitable relief that Sharecare deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Sharecare may have at law or in equity. 4.You acknowledge that this Terms and Conditions constitutes Your electronic agreement and intent to pay for the records You request. You will submit requests that comply with the provisions of the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable federal and state laws and regulations. You agree to only submit requests that possess signed authorizations as required under HIPAA provisions or subpoenas that meet all state and federal requirements. In order to access and retain Your records, You may be required to have certain hardware and software, which are Your sole responsibility. Sharecare does not guarantee, represent, or warrant that Your downloading and access of records by electronic transmission will be uninterrupted or error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Sharecare disclaims any liability for such issues. 5.You agree that You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. Sharecare reserves the right to alter the Site and/or remove, in whole or in part, any materials, information, or files in its sole discretion. 6.Sharecare reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit or refuse to post any materials, information, or files, in whole or in part, in Sharecare’s sole discretion. 7.You agree to abide by all federal and state privacy laws by accepting the records electronically. Should Sharecare inadvertently provide you with any records that were not part of your records request, you agree to contact Sharecare immediately and to delete any and all copies of the information inadvertently disclosed without any further dissemination. By accepting the records electronically, You agree to waive and release any claims against Sharecare related to federal and state privacy laws once you are in receipt of the records. 8.You agree, to the extent permitted by applicable state and federal law, to defend, indemnify and hold Sharecare, its officers, directors, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your payment of the invoice or your access of the requested records. Your obligation to defend, indemnify and hold Sharecare harmless includes any costs, fees, fines expenses or liabilities that arise out of any unauthorized access or use of records on the Site by your current or terminated employees. Except where prohibited by law, in no event will Sharecare be liable to You for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Sharecare has been advised of the possibility of such damages. 9.Should any dispute, claim or cause of action arise between You, Your principals, Your agents or Sharecare, then You agree to attend mediation in Atlanta, Fulton County, Georgia. You further agree to engage in the mediation in good faith and that the mediation shall be a pre-requisite toward pursuing any action for arbitration or litigation as set forth in this Terms and Conditions. Should any dispute, claim or cause of action not be settled in the mandatory mediation set forth in this Terms and Conditions, then You (on behalf of Yourself, Your principals, and Your agents) and Sharecare agree to arbitrate the dispute, claim or cause of action. You (on behalf of Yourself, Your principals, and Your agents) and Sharecare agree to resolve any dispute, claim or cause of action through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Atlanta, Fulton County, Georgia, or any other location the parties mutually agree to at the time of the filing for arbitration. Should the parties not agree, the arbitration shall be held in Atlanta, Fulton County, Georgia. The AAA rules will govern payment of all arbitration fees and attorneys' fees. No dispute between You, Your principals, Your agents or Sharecare may be pursued as a class action. You, Your principals, Your agents and Sharecare may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not permitted under this Terms and Conditions. Should You, Your principals, or Your agents not proceed with arbitration and elect to file a lawsuit, You acknowledge that the obligation to mediate and arbitrate are conditions precedent to the filing of any lawsuit under this Terms and Conditions which would subject your claims to dismissal by a court of competent jurisdiction. ANY MEDIATION, ARBITRATION OR LITIGATION BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER, YOUR PRINCIPALS, YOUR AGENTS OR ANYONE YOU REPRESENT, WHETHER INSTITUTED BY YOU, YOUR COMPANY, YOUR EMPLOYER, YOUR PRINCIPALS, YOUR AGENTS OR ANYONE YOU REPRESENT, SHALL BE BROUGHT AND VENUED IN A COURT OF COMPETENT JURISDICTION IN ATLANTA, FULTON COUNTY, GEORGIA. YOU, YOUR COMPANY, YOUR EMPLOYER, YOUR PRINCIPALS, YOUR AGENTS OR ANYONE YOU REPRESENT, EXPRESSLY CONSENT TO PERSONAL JURISDICTION IN ATLANTA, FULTON COUNTY, GEORGIA, SUCH THAT ANY LAWSUIT IN REGARD TO SHARECARE, INCLUDING BUT NOT LIMITED ANY LAWSUIT REGARDING TO THE USE OF ITS WEBSITE, ACCESS TO OR PAYMENT FOR MEDICAL RECORDS, OR DISPUTES REGARDING THIS AGREEMENT SHALL BE FILED IN ATLANTA, FULTON COUNTY, GEORGIA. Request Fulfillment 1.Sharecare shall not be held responsible for any problem that is a direct or indirect result of inaccurate information, incorrectly dated material, or any type of faulty medical record documentation that is furnished by You. 2.Once fulfilled, Your ability to download the records will only be available for ninety (90) days after which time the records will be deleted. Should You need the records after this timeframe, You will have to resubmit Your request. Fees and Payment Terms 1.You requested an electronic copy of medical records from a healthcare facility serviced by Sharecare. Sharecare has fulfilled your authorized request or subpoena. In doing so, Sharecare has generated an invoice, for fulfillment of the requested records and for the applicable storage and delivery fee associated with providing Your records via the Site, and has attached it to the requested records you are about to download. 2. Such invoice is due and payable as of the date You receive the invoice and have access to the records. You agree to pay such invoice as soon as possible, but in any event, within thirty (30) days of the date You receive the invoice. Should there be any issues or errors in the billing, You agree to contact Sharecare in writing within three (3) business days of downloading the record. 3.The invoice provided to You constitutes a contract, and You agree to abide by the terms of that contract. By paying an invoice, You agree to the terms of the invoice. By paying an invoice, You agree that there are no ambiguities in the invoice and that You understand all of the terms and conditions of the invoice. Sharecare charges amounts governed by applicable statutes and codes for fulfilling Your records requests, including applicable storage and delivery fees associated with Your use of the Site. From time to time, lawmakers and regulators draft ambiguous statutes and codes that are subject to multiple interpretations. By paying an invoice, You agree that all amounts and charges contained in the invoice are permitted by applicable federal and state laws and regulations and agree to waive any claims related to such amounts and charges, including claims that an applicable federal or state law is ambiguous or that Sharecare has charged an amount different from that required by applicable federal or state law. You further agree to waive any claims that Sharecare has engaged in a practice not permitted by state or federal law. Electronic Agreement 1. This Terms and Conditions constitutes the entire agreement between You and Sharecare. This Terms and Conditions cannot be assigned by You without the prior express written consent of Sharecare. Sharecare, including any of its parents, subsidiaries, agents, officers, or directors, can assign its interest in the Terms and Conditions at any time without notice. This Terms and Conditions governs your relationship with Sharecare, as well as the relationship of anyone whom You represent or for whom You serve as an agent and Sharecare. Should any terms or conditions in this Terms and Conditions be found by a court of competent jurisdiction to be unenforceable, the unenforceable provision shall be severed from this Terms and Conditions, and the remainder of the Terms and Conditions shall be binding. Sharecare may cancel this Terms and Conditions at any time and for any reason. By agreeing to the Terms and Conditions, You agree to accept these terms and conditions on behalf of Yourself as well as any company or individual for whom You serve as an agent regarding the requested records. 2. For avoidance of doubt, Your clicking of the “I Agree” button below and/or Your use of the Requester Account and Site constitutes electronic acceptance of these Terms and Conditions, in their current form or as modified by Sharecare in Sharecares sole discretion. |