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Terms and Conditions

HEARTSEND LLC TERMS OF USE

 

Effective Date: February 21, 2021

Heartsend LLC (“Heartsend,” “we,” or “us”) thanks you for using our Services. These Terms of Use (“Terms”) govern your access to and use of the Heartsend website (“Site”), mobile application (“App”), and any other online services we own and/or operate and that link to these Terms (collectively, the “Services”).

Please read these Terms carefully before you start to use the Services, as they are a legal agreement between Heartsend and you. THESE TERMS CONTAIN IMPORTANT PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND NOT PART OF A CLASS OR REPRESENTATIVE ACTION. By accessing or using the Services, you accept and agree to be bound by these Terms without limitation or qualification.

  1. PRIVACY AND SECURITY

 

Heartsend takes steps to protect your privacy when you use the Services, and we maintain appropriate administrative and technical controls to safeguard the security and privacy of your information. To learn about our information collection, use, and privacy and security practices associated with the Services, please review our Privacy Policy. The Privacy Policy is incorporated into and made part of these Terms.

 

  1. CHANGES TO TERMS AND SERVICES

 

Heartsend may make changes to the content and Services offered on the Site and App at any time. We may also change, update, add or remove provisions of these Terms, at any time by posting the updated Terms on the Site and App. By using the Services after Heartsend has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Services. Terms may be superseded by expressly designated legal notices or terms applicable to certain Services linked to by the Site or App.

  1. MEDICAL DISCLAIMERS

HEARTSEND IS NOT A MEDICAL SERVICE PROVIDER AND DOES NOT PROVIDE PROFESSIONAL MEDICAL OR CLINICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY HEARTSEND DO NOT CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL OR CLINICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK SOMEONE IS HAVING A MEDICAL EMERGENCY, CALL 911.

 

The content and Services on the Site and App, including all communications and information made available through the Site and App, do not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. Heartsend does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be included on the Site, App, or any associated services. Heartsend registered users are solely responsible for the accuracy of all patient care made available through the Services. Reliance on any information appearing on the Site, App, or any other associated services, whether provided by Healthsend, its content providers, or visitors to the Site or App, is solely at your own risk.

  1. CHILDREN AND MINORS

 

By using the Site or App, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Services with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Services and agree to these Terms.  If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Heartsend if the Minor breaches any of these Terms.  If you are not at least 13 years old, you may not use the Services at any time or in any manner or submit any information to the Heartsend.

 

We do not intend to solicit information or to market any products or services to children through the Site or App. We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material and information that may be harmful to minors.

 

  1. GENERAL RULES

 

You agree to use the Services only for lawful purposes. You may not use the Services to transmit, post, download, distribute, copy, display publicly, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, patent, trademark, trade secret or other intellectual property rights of others, or violate the privacy or other personal rights of others, or (c) that is libelous, obscene, offensive, threatening, defamatory, abusive, or hateful.

Heartsend has absolute discretion to determine if any use violates these rules, and to act as we deem appropriate in the event of any violation. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences which may involve such violations and may involve, cooperate with, and make disclosures to law enforcement authorities in identifying and prosecuting users who are involved in such violations.

 

  1. GENERAL USE OF SERVICES

 

You may only use the Services as described on our Site, App, and in any applicable documentation or application as agreed upon by Heartsend. Any breach of these Terms or the Heartsend Privacy Policy by you or your agents will constitute a breach by you. Except as expressly agreed to by Heartsend, you will not, nor will you allow any third party to: (i) permit any third party to access and use the Services; (ii) decompile, disassemble, or reverse engineer the Services, except to the extent expressly authorized under the law; (iii) use the Services or any of our confidential information to develop a competing product or service; or (iv) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Services for the benefit of any third party.

 

To the extent that the Services may provide you with an opportunity to upload material on the Site or App (“Uploads”), be advised that Heartsend has no obligation to screen, edit, or review such uploads prior to their appearance on the Services, and Uploads do not necessarily reflect the views of Heartsend.  In no event shall Heartsend have any liability or responsibility for the Uploads or (or the loss thereof for any reason) or for any claims, damages, or losses resulting from their use or loss and/or appearance on the Site or App.  Heartsend reserves the right to monitor the Uploads and to remove anything which it considers in its absolute discretion to be offensive, ineffective or otherwise in breach of these Terms or for any other reason as Heartsend deems necessary.

 

  1. UNAUTHORIZED USE OF SERVICES

 

You may not use the Services to:

 

  1. Upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
  2. Upload, post, e-mail or otherwise transmit any content that is harmful or objectionable to minors in any way;
  3. Impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity;
  4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
  5. Upload, post, e-mail or otherwise transmit any content that you do not have the right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. Upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  7. Upload, post, e-mail or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
  8. Disparage the products or services of any company or individual;
  9. Use racially or ethnically offensive language; discuss or incite illegal activity; use explicit/obscene language or solicit/post sexually explicit images;
  10. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
  11. Intentionally or unintentionally violate any applicable local, state, Federal or international law or regulation.

 

This list of prohibitions provides examples and is not complete or exclusive.  Heartsend reserves the right to with or without cause and with or without notice, for any reason or for any action that Heartsend determines is inappropriate or disruptive to the Site, App, or to any other user of the Services.  Heartsend may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct.  When legally required, or at Heartsend’s discretion, Heartsend will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site or App. 

 

  1. SERVICE-SPECIFIC TERMS

 

These Terms contain general terms that apply to all of our Services, as well as certain terms that apply only to a particular service (“Service-Specific Terms”). We also may present to you or post additional Service-Specific Terms through the Services that apply to particular features of the Services. To the extent that these Terms conflict with the Service-Specific Terms, the Service-Specific terms will control.

 

We may provide features on the Site and App that enables you to create a personalized account for patients to facilitate registration, appointment scheduling, secure messaging, bill payment and other activities (“Patient Portal”). The Patient Portal is available only to patients under the care of a health care provider. If you are a patient, you acknowledge and agree that all communication through the Patient Portal is between you and the health care provider, and Heartsend has no responsibility or liability for your activity and communications within the Patient Portal. You also acknowledge and agree that your health care provider communicate solely with you about your own personal conditions, and that asking for advice on behalf of another person is prohibited. To use a Patient Portal, you may be required to provide verification to establish your Patient Portal account. If you have questions regarding cancellation of your Patient Portal account, please contact your health care provider.

 

  1. LINKS TO THIRD PARTY WEBSITES

 

We may occasionally provide links from the Site or App to third party websites (“Third Party Websites”). If you use these links, you will leave the Site or App. Heartsend provides these links to you as a convenience, and we do not verify, make any representations, or take responsibility for these Third Party Websites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third Party Websites. Therefore, unless specifically stated on the Site or App, we do not endorse or make any representations about Third Party Websites or any information, material, or results that may be obtained through the use of Third Party Websites. In addition, certain areas of the Site or App may allow you to interact or conduct transactions with Third Party Websites. If so, you may be able to configure the privacy settings of your account on a Third Party Website to permit your activities to be shared with your contacts on that Third Party Website. If you decide to access any of the Third Party Websites linked to the Site or App, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for those Third Party Websites.

 

  1. FEEDBACK

 

We welcome and encourage you to provide feedback, comments, suggestions and/or ideas (collectively, “Feedback”) to Heartsend regarding Heartsend and/or the Services. You agree that Heartsend will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by you and that all rights, titles and interests in such Feedback is assigned to Heartsend.  To the extent that any rights to such Feedback, under applicable law, do not vest directly in Heartsend, you hereby assign to Heartsend the ownership of all such rights, including without limitation all copyrights, in such materials without the necessity of any further consideration and Heartsend shall be entitled to obtain and hold in its own name all such rights in such materials.

  1. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY INFRINGEMENT

The entire content of the Services and any supporting software or platforms are the proprietary property of Heartsend and are protected by U.S. and international Intellectual Property Rights. “Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.

 

The reproduction, redistribution, modification or publication of any part of the Service without the express written consent of Heartsend is strictly prohibited. You have no rights to transfer or reproduce the Services or prepare any derivative works with respect to, or disclose confidential information pertaining to, the Services. Under no circumstances will you be deemed to receive title to any portion of any Services, title to which at all times will vest exclusively in us and our licensors. You will preserve all Services from any liens, encumbrances, and claims of any individual or entity. You will not use any of our information or data to contest the validity of any of our intellectual property. Any such use of our information and data will constitute a material, non-curable breach of these Terms and related agreements.

 

Unless otherwise indicated, trademarks that appear in these Services are trademarks of Heartsend. All other trademarks not owned by Heartsend that appear in the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Heartsend.  You agree not to display, disparage, dilute, or taint such trademarks in such a way that would misrepresent the ownership of such marks.

 

  1. DISCLAIMER OF WARRANTIES

 

THE SERVICES ARE PROVIDED “AS IS“ AND “AS-AVAILABLE,“ WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. HEARTSEND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF SERVICES, IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEARTSEND OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF HEARTSEND’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT HEARTSEND DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE CONTENT, WEB SITES, COMPUTERS, OR NETWORKS. HEARTSEND WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.

 

  1. LIMITATION OF LIABILITY

 

HEARTSEND SHALL NOT HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXAMPLARY DAMAGES, DAMAGES FOR THE LOSS OF PROFITS, GOODWILL, USE OF DATA OR BUSINESS, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HEARTSEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE LOSS OF DATA AND/OR THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCURING SUBSTITUTE SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCTS OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES PROVIDED ABOVE FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL HEARTSEND’S LIABILITY EXCEED THE AMOUNTS YOU PAY HEARTSEND FOR USE OF, OR IN CONNECTION WITH, THE SITE OR APP. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

 

  1. INDEMNIFICATION

You agree to indemnify and hold harmless Heartsend from and against any and all claims, actions, causes of action, suits, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) arising out of or relating to: (i) your use of, your inability to use, or your reliance upon the Services or any of its components or any other products or services of Heartsend; (ii) any allegation that your submissions infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party; and/or (iii) your violation of any of these terms or any applicable law. In any matter in which you have agreed to indemnify Heartsend without the express written consent of Heartsend, you may not settle any matter or admit liability if, upon doing so, you are admitting liability or fault on the part of Heartsend. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

 

  1. TERMINATION

 

Heartsend reserves the right at any time to discontinue, temporarily or permanently, the Services or any part thereof or terminate any user’s access to the Services or any part thereof.  We may also modify, delete or adapt the Services at any time without any notice or obligation to the user at Heartsend’s sole discretion. Your right to use and otherwise access the Services are automatically terminated if you violated these Terms. You agree that Heartsend will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, or any part thereof. Upon termination for any reason, you must cease all access to the Services.  All provisions of these Terms as to limitation and disclaimer of warranty, limitation of liability, Heartsend’s ownership rights, and your representations and indemnities shall survive termination.

 

  1. DISPUTE RESOLUTION

 

In the event of a dispute between you and Heartsend (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association. The place of the arbitration shall be in Dublin, Ohio. In the event that there is any dispute between you and Heartsend that is determined not to be subject to arbitration pursuant to the preceding sentence, you agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Dublin, Ohio. You agree that these Terms and the relationship between you and Heartsend shall be governed by the Federal Arbitration Act and the laws of the State of Ohio without regard to conflict of law principles.

 

Any failure of Heartsend to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect.

 

These Terms constitute the entire agreement between you and Heartsend, govern your use of the Services, and supersede any agreements between you and Heartsend concerning the Service. You may also be subject to additional terms and conditions that apply when you use affiliated services, third party content or third party software.

 

 

  1. CONTACT US

 

If you have any questions about these Terms or otherwise need to contact Heartsend for any reason, you can reach us at [email protected].

 

 

 

 

 

Terms and Conditions - Privacy Policy