USER AGREEMENT FOR THRIVORS™
Welcome to the Thrivors™ Partner Program. The Thrivors™ Partner Program is offered by The Art of Well - Thrivors, LLC to individuals for the purpose of testing and evaluating the Thrivors™ platform with a partner organization. By participating in the Thrivors™ Partner Program and accessing and using the customized version of the Thrivors™ platform, you (the “Participant”) agree that you have read and understood the following Thrivors™ Partner Program Agreement (the “Agreement”) and agree to be bound by the terms and conditions set forth in the Agreement.
IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, PLEASE REFRAIN FROM ANY USE OF OR ACCESS TO THE THRIVORS™ PLATFORM.
1. General Overview of Program. Thrivors™ Partner Program (the “Partner Program”) is intended to provide a group of individuals an opportunity to provide input into and early access to the Thrivors™ Platform (the “Service”) for beta testing that could expand to broader use of the program by the Partner Organization. Partner Organizations are selected for participation in the Partner Program based upon interest in providing input and interest in cancer survivorship.
3. Participation Benefits. Participant will have an opportunity to influence the scope and design of the Service, increasing the likelihood that early commercial releases of the Service, if and when they occur, will meet Participant’s critical needs.
4. Participation Obligations. Throughout the customized Partner Program, Participant will:
4.1 be available to discuss with Thrivors™ the characteristics, functionality and other issues pertaining to the customized version of the Service and Platform.
5. Access to Service; Disclaimer of Warranties.
5.1 License. Subject to the terms and conditions of this Agreement, Participant shall have a non-exclusive, non-transferable, non-sublicensable, revocable, limited term license, during the period of access granted by Thrivors™, to use the beta version of the Service or portions thereof, as the case may be, on a remote access basis via the Internet solely for trial and evaluation purposes. Any data Participant enters into the Service may be permanently lost upon termination of Participant’s access to the Service.
5.2 Restrictions. Participant shall not: (i) make the Service available to any third party; (ii) sell, resell, rent, lease, distribute, publicly display or otherwise exploit the Service; (iii) use the Service to store or transmit malicious code, infringing, libelous, or otherwise unlawful or tortious material, or other material in violation of third-party privacy or publicity rights; (iv) attempt to gain unauthorized access to the Service or related systems or networks; (v) create derivative works based on the Service; (vi) copy, frame or mirror any part or content of the Service; (vii) modify, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Service; or (viii) access the Service in order to build a competitive product or service or copy any features, functions or graphics of the Service.
5.3 Disclaimer. ANY ACCESS TO THE SERVICE GRANTED UNDER THIS AGREEMENT IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. Thrivors™ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Thrivors™ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY OR INTERRUPTION IN THE SERVICE. Thrivors™ MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF ANY PORTION OF THE SERVICE, INCLUDING THE CONTENT MADE AVAILABLE THROUGH THE SERVICE, OR REGARDING THE AVAILABILITY OR APPROPRIATENESS OF THIRD-PARTY PRODUCTS OR SERVICES ADVERTISED OR MADE AVAILABLE THROUGH THE SERVICE. PARTICIPANT AGREES THAT HIS OR HER ACCESS TO AND USE OF THE SERVICE IS AT PARTICIPANT’S OWN RISK, AND THAT PARTICIPANT IS SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE THAT PARTICIPANT MAY INCUR THROUGH USE OF THE SERVICE.
THE HEALTH-RELATED INFORMATION AVAILABLE THROUGH THE SERVICE IS GENERAL IN NATURE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE. IT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE USED, TO REPLACE THE ADVICE OF HEALTHCARE PROFESSIONALS. PARTICIPANT IS SOLELY RESPONSIBLE FOR HIS OR HER RELIANCE ON THE SERVICE AND THE HEALTH-RELATED INFORMATION AVAILABLE THROUGH THE SERVICE, AND FOR ALL DECISIONS OR ACTIONS RESULTING FROM PARTICIPANT’S USE OF THE SERVICE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO ANY DECISION NOT TO SEEK OR REFRAIN FROM SEEKING ANY DIAGNOSIS OR TREATMENT. PARTICIPANT IS ALSO SOLELY RESPONSIBLE FOR HIS OR HER DECISION TO USE THE SERVICES OF ANY PARTICULAR THIRD-PARTY PROVIDER. IF PARTICIPANT HAS SPECIFIC HEALTHCARE NEEDS, OR FOR COMPLETE HEALTH INFORMATION, PLEASE SEE A DOCTOR OR OTHER HEALTHCARE PROVIDER.
6. Non-Disparagement. Participant shall not make any statement to any third party that is defamatory or derogatory of the Partner Program or the Service. Factual statements of Participant with respect to his or her experience in the use of the Service in general shall not be deemed defamatory or derogatory.
7. Proprietary Rights.
7.1 Service. Subject to the limited rights expressly granted hereunder, Thrivors™ reserves all right, title and interest in and to the Service and any Partner Program materials, including all related intellectual property rights. No rights thereto are granted to Participant other than as expressly set forth herein.
7.2 Feedback. Thrivors™ shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service or any other Thrivors™ product or service any suggestions, enhancement requests, recommendations or other feedback provided by Participant in connection with the Partner Program.
8. Final Decision as to Service Functionality. While Thrivors™ values Participant’s feedback and the Partner Program process, Thrivors™ retains the sole authority to determine what features and functionality will be included in the Service.
9. Publicity. Thrivors™ shall control the publicity related to the Partner Program. Participant shall not make any press release or other public statement regarding his or her participation in the Partner Program without the prior written consent of Thrivors™. Thrivors™ may, during the term of this Agreement and thereafter, without Participant’s prior written consent, make oral references to Participant as participating in the Partner Program to Thrivors™’s product and service developers and licensors. Any other uses of Participant’s name for publicity purposes will require Participant’s prior written consent.
10. Indemnification. To the fullest extent permitted under law, Participant will defend, indemnify and hold harmless Thrivors™ and its affiliates, and its and their officers, directors, employees, agents and licensors from and against any and all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees) arising out of or related to Participant’s use of the Service or any violation of this Agreement by Participant.
11. Limitation of Liability. IN NO EVENT SHALL Thrivors™ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL Thrivors™ HAVE ANY LIABILITY TO PARTICIPANT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, OR COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF Thrivors™ HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.
13. Privacy and Security. Thrivors™ does not sell or market Participant’s Personal Information (as defined below) to any third-party organizations. The Personal Information Participant provides and saves on the Service when setting up an account or using the Service is used to provide superior service to Participant and to inform Participant of products, services, or other opportunities that may be available through Thrivors™. Such Personal Information will also be used to administer Thrivors™ business and the Service in a manner consistent with this privacy statement, this Agreement and all applicable laws, rules, and regulations. If Participant provides Thrivors™ with his or her name, address, telephone number or e-mail address, Thrivors™ may contact Participant by telephone, mail or e-mail. If Participant objects to his or her information being used in this way, Participant should not participate in the Partner Program or use the Service.
Thrivors™ has implemented a Thrivors™ Platform Security, Privacy, and Compliance program (the “Compliance Program”) intended to protect Thrivors™ users’ personal health information (“PHI”) and personally identifiable information (“PII” and, collectively with PHI, “Personal Information”) in line with HIPAA and HITRUST Certification. However, Participant’s communications containing Personal Information may be unlawfully intercepted or accessed by third parties and/or the Thrivors™ Platform website may be subject to network attacks or malfunctions. Thrivors™ cannot and does not guarantee the security of any information transmitted over the Internet. Once Thrivors™ receives Participant’s Personal Information, Thrivors™ takes steps that it believes are reasonable to limit access to Participant’s Personal Information to only those employees and service providers whom Thrivors™ determines need access to the Personal Information to provide the requested products, services, offers or opportunities that may be of interest to Participant or that Participant has ordered. However, even after Thrivors™ receives Participant’s Personal Information, Thrivors™ cannot and does not guarantee that Participant’s Personal Information will not be accessed, disclosed, altered, or destroyed as a result of a breach of Thrivors™’s security efforts or as a result of any other event beyond Thrivors™’s reasonable control. Accordingly, Thrivors™ cannot and does not guarantee that Participant’s Personal Information or any other information is completely secure and safe from all risks.
14. General Provisions.
14.1 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy or any other right or remedy. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.2 Assignment. Participant may not assign any of his or her rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Thrivors™.
14.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Minnesota, without regard to its conflicts of laws rules. All claims or disputes arising out of or in connection with this Agreement or the subject matter hereof will be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of Minnesota.
14.4 Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by any court of competent jurisdiction to be contrary to law or otherwise invalid or unenforceable, the provision shall be modified by the court and interpreted so as best to accompl