Last modified September 25, 2015
These Terms of Service (“Agreement”) describes the terms and conditions on which Radix Health, LLC (“Radix Health”) provides the information, features and services available on or through the Radix Health website (collectively, the “Service”) to you, the users of the Service (“you” or “User”). The Service allows provider groups (“Providers”), patients (“Patients”) and referring providers (“Referring Providers”) to identify and schedule the most appropriate appointment for patients. The Service also allows Providers to share information with Patients and Referring Providers about their providers. Whether you are a Provider (or an employee or agent of any of them), Patient or Referring Provider using the Service, you are a “User” and governed by this Agreement. You should read this Agreement carefully, because by indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with Radix Health. If you do not agree to these terms and conditions, you must not use the Service.
1. Use of Service; Registration.
In order to use the Service, you must create an account and register with us. If you register as a User or otherwise use the Service, you represent and warrant to Radix Health that: (i) you are of legal age to form a binding contract, and, if you are using the Service on behalf of your employer or another organization, you have the right to enter this Agreement on behalf of such organization and to bind such organization to this Agreement (in which case, for clarity, the terms “you” and “User” herein will include both you, the individual user, and such organization); (ii) you will provide Radix Health with accurate, current and complete registration information; and (iii) your registration and your use of the Service is not prohibited by law. You (or, if applicable, your organization) are responsible for your registration and all use of the Service under it. Your registration, and this Agreement, is personal to you, and is not transferable by you to any third party without the prior written consent of Radix Health.
You may not access the Service if you are, or are acting on behalf of, a direct competitor of ours, except with our prior written consent. You may not access the Service for purposes of monitoring the availability, performance, or functionality of the Service, or for any other competitive benchmarking purpose.
Sharing passwords with any other person, including others in your own organization, is not permitted. You shall promptly notify Radix Health if any password is lost, stolen, or otherwise compromised, in order that Radix Health may deactivate the password.
2. The Service Do Not Constitute Medical Advice
The Service does not constitute medical or health care advice, or a recommendation, warranty or guarantee that any Provider identified, located or used by means of the Service are suitably licensed or qualified, that the care available through that Provider is appropriate for the Patient or recommended by any Referring Provider, or that the services provided by the Provider meet any particular standard of quality. Each User uses the Service at his or her own risk and remains responsible to conduct his or her own diligence and inquiries about any Provider listed on the Service. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition or any course of treatment or post-hospital care. Nothing contained in this site is intended to be used for medical diagnosis or treatment. The Service is provided with the understanding that neither Radix Health nor its suppliers or Users are engaged in rendering legal, medical, counseling or other professional Service or advice or are providing any guarantee or warranty of quality about medical care. Radix Health and its agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on the information, Service or other material on the Service.
3. Proprietary Materials and Ownership.
The Service is the property of Radix Health. Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on this website other than Public User Content as defined below (collectively, the “Site Content”), all software embodied in the Radix Health website or otherwise used by Radix Health to deliver the Service (“Software”), and all data generated through use of the Service (“Use Data”), is proprietary to us or to our third party licensors and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software, Site Content or Use Data (collectively, the “Radix Health Property”) is prohibited. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks RADIX HEALTH, DASH, and the RADIX HEALTH logo are registered or unregistered trademarks of Radix Health, and they may not be used in connection with any service or products other than those provided by Radix Health, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits Radix Health. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
4. License to Use the Service.
Subject to the terms and conditions herein (including your payment of any applicable fees), Radix Health authorizes you to access, view and use the Service (and the Radix Health Property, to the extent reasonably necessary for you to access, view and use the Service as permitted herein) solely for your personal, non-commercial purposes, or if you are using the Service on behalf of an organization, solely for the internal purposes of the organization. You may not in any event make available the benefit of the Service to any third party, including others in your own organization, such as by sublicensing your rights under this Agreement or supplying data obtained from the Service. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Radix Health Property. Any changing, copying, redistributing, framing, republishing, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Radix Health Property, or any portion of the Radix Health Property, is strictly prohibited without the prior written permission of Radix Health, unless this Agreement otherwise expressly allows you to do so. Radix Health grants no licenses or rights to any patents, trademarks, service marks, copyrights or other intellectual property rights of Radix Health, except as expressly stated in this paragraph, and all rights are hereby reserved. Your access, view and use of certain portions of the Service (a) may be subject to additional terms and conditions, to which you must agree in order to access, view and use such portions; (b) may require a subscription agreement to be in place between Radix Health and your organization (or an organization, other than your organization, via which you are permitted such access, view and use as an Authorized User of the Service, if applicable and permitted in writing by Radix Health); and (c) on behalf of an organization that has a subscription agreement in place with Radix Health therefor shall be subject also to the terms and conditions of such subscription agreement (and, as between Radix Health and such organization, the terms and conditions of such subscription agreement shall take precedence over the terms and conditions of this Agreement to the extent of any conflict).
5. User Data
In connection with using the Service, you may upload, post, or submit to Radix Health, or distribute using the Service, certain data, text, materials and information (collectively, "User Data"). You are responsible for your User Data and any information, opinions, advice, and other content therein, and its accuracy and reliability. Radix Health is under no obligation to edit or control User Data that you upload, post, submit or distribute, and will not be in any way liable or responsible for User Data. The User Data remains your property, and Radix Health does not claim any ownership of the copyright or other proprietary rights in such User Data, provided that, to the extent that any User Data is generally publicly available, Radix Health will not be prevented by this Agreement from any use of such User Data. You agree that:
(a) you hereby grant and agree to grant Radix Health a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with right to sublicense through multiple tiers, to copy, edit, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit in any manner the User Data in connection with operation of the Service, promotion of the Service, and any other purposes reasonably related to the development and operation of the Service, Radix Health’ other products, software or services, or Radix Health’ business.
(b) if you are using the Service in connection with your employment or engagement by a particular healthcare organization or hospital (an "Institution"), the Institution has the right to access your User Data for the Institution's purposes, and to copy, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit in any manner the User Data for such purposes;
(c) you are publishing and making your User Data publicly available for viewing by third parties on a non-confidential basis, that your User Data may be attributable to you, and Radix Health shall in no event be liable to you for any use or misuse of your User Data by any third party;
(d) you represent and warrant that you own all proprietary rights in your User Data or, with respect to any User Data you do not own, you have the full authority and right to upload, post, submit or distribute the User Data, as applicable, and to grant the licenses granted hereunder, and that your uploading, posting, submitting or distributing of the User Data, as applicable, and the exercise by Radix Health and other users of the license rights granted by you shall not infringe any third party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party; and
(e) if any royalties are payable to any third party for exploitation of User Data uploaded, posted, submitted or distributed by you in accordance with the licenses granted by you in this Agreement, you shall be responsible for and pay such royalties.
To the extent that your User Data constitutes protected health information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards issued thereunder, then Radix Health’ rights and obligations with respect thereto shall also be governed by applicable law and the terms and conditions of any applicable Business Associate Agreement (“BAA”) to which Radix Health is a party. To the extent of any conflict between such law or BAA on the one hand and this Agreement on the other hand, as to such Radix Health rights and obligations, the former shall control
6. Service Restrictions.
6.1 You shall comply with all rules and policies applicable to the use of the Service, including those published on the Service from time to time. Without limitation, you shall not:
(a) Use, upload, post, distribute or transmit, any Public User Content in violation of, or in connection with any violation of, any local, state, national or international laws;
(b) Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any Public User Content;
(c) Except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;
(d) Collect or harvest any data published on the Service (other than by Patient users for their personal non-commercial use), including by use of spiders, web scraping or other automated means;
(e) Post any Public User Content more than once or “spam”;
(f) Post any Public User Content that contains an endorsement, advertising or promotional material, other than Care Provider facility information and Patient reviews submitted in accordance with the rules for the Service; or
(g) Engage in any other conduct that interferes with the Service or that restricts or inhibits any other person from using or enjoying the Service, or which, in Radix Health’s sole judgment, exposes Radix Health or any of their officers, directors, employees or agents to any liability or detriment of any type.
6.2 You shall not submit, post, upload to, distribute through or otherwise use in connection with the Service any Public User Content that:
(a) Is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourage a criminal offense;
(b) Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
(c) Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others;
(d) Promotes any goods or Service of any competitors to Radix Health, or encourages any other users of the Service to become users or Users of any such competitors; or
(e) Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
6.3 Radix Health reserves the right (but is not obligated) to do any or all of the following:
(a) record Public User Content;
(b) Investigate any allegation that Public User Content or registration information does not conform to the terms and conditions of this Agreement;
(c) remove Public User Content that is abusive, illegal or disruptive, or that otherwise fails to conform to the terms and conditions of this Agreement;
(e) edit or delete any Public User Content or Patient registration information, regardless of whether such content violates any terms and conditions of this Agreement.
Radix Health has no liability or responsibility to users of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.
Use of the Service is not directed to users under the age of 13. If you are under the age of 13, you are not permitted to register as a User or to send personal information to Radix Health.
8. Third Party Websites.
The Radix Health website may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Radix Health. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
9. Ideas Submitted to Radix Health.
Radix Health is pleased to hear from you and welcomes your comments about the Service. In the event that you submit ideas or suggestions about the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Radix Health. None of the Service Comments will be subject to any obligation of confidence on the part of Radix Health, and Radix Health will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Radix Health will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
10. Warranty Exclusions and Limitations of Liability.
Radix Health may pause or interrupt the Service at any time, and Users should expect periodic downtime for updates to the Service. RADIX HEALTH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE AND RADIX HEALTH PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE RADIX HEALTH PROPERTY. No advice or information, whether oral or written, obtained by you from Radix Health or through the Service will create any warranty not expressly stated herein.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM RADIX HEALTH ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE RADIX HEALTH PROPERTY, EVEN IF RADIX HEALTH HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CARE PROVIDER OR HOSPITAL, RADIX HEALTH’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO RADIX HEALTH IN THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR IF NO FEES WERE PAID, THE SUM OF $10. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You shall defend, indemnify and hold harmless Radix Health against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with your use of the Service or breach of any provision of this Agreement. Radix Health reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with Radix Health with respect to such defense and settlement.
13. Digital Millennium Copyright Act.
Radix Health complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address:
Radix Health, LLC
P.O. Box 669515
Atlanta, GA 30066
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
(g) a physical or electronic signature of the subscriber;
(h) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(i) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(j) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Radix Health may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
14. Applicable Law, Compliance.
The Service is operated by Radix Health from the United States, and Radix Health does not represent or warrant that use of the Service is lawful in other jurisdictions. All matters arising from or relating to the use and operation of the Service shall be governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. The Uniform Computer Information Transactions Act shall not apply to this Agreement. If you gain access to the Service from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service in violation of U.S. export laws or regulations.
15. Arbitration and Dispute Resolution.
All disputes arising out of or relating to this Agreement or the Service between or among Radix Health, Patients, Hospitals and Care Providers shall be resolved exclusively by binding arbitration conducted in Wilmington, Delaware before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of Georgia without reference to principles of conflicts of laws. Notwithstanding any rules of the American Arbitration Association to the contrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Radix Health does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Atlanta, Georgia, except that, following confirmation of an arbitration award in a state or federal court in Atlanta, Georgia, a judgment arising therefrom may be executed in any court of competent jurisdiction.
16. Suspension; Modifications and Termination
Radix Health reserves the right to suspend your password and/or access to the Service at any time if it believes you are in breach of this Agreement. Radix Health reserves the right to terminate or modify this Agreement, terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, with or without notice to you. If you use the Service, you shall be bound by the version of the Agreement in effect at the time of your use. You are under an obligation to review the current version of this Agreement and other published Radix Health policies before using the Service. Sections 2, 3, 5, 6, and 9 through 19, any accrued rights and remedies, and any other provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of this Agreement.
17. Force Majeure
In no event shall Radix Health be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Radix Health’s reasonable control.
18. Third Party Beneficiaries
The provisions of Sections 2, 3, 5, 6, and 9 through 19 of this Agreement are entered into for the benefit of Radix Health, its third party licensors, and each of them shall have the right to enforce such provisions of this Agreement directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to this Agreement.
19. Miscellaneous Provisions.
No delay or omission by Radix Health in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Radix Health of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to”. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Radix Health regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of Radix Health. We may assign this Agreement to any purchaser of the Radix Health business. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.