1. Acceptance of the Terms of Use

These terms of use are entered into by and between you and Corventive Health Technologies, Inc. (“Corventive Health”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of Corventive Health’s websites, mobile applications, and all other online services offered by Corventive Health (collectively, the “Services”).

Please read these Terms of Use carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, located at www.corventivehealth.com/privacy/ , incorporated herein by reference (the “Privacy Policy”). If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

BY DOWNLOADING, INSTALLING OR USING OUR SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICES AND DELETE THEM FROM YOUR MOBILE DEVICE.

If authorized by you, the Services will provide a physician at the emergency room with an access code to permit the physician to access certain protected health information about you from your cardiologist. Neither Corventive Health nor the Services process your protected health information. The Services merely facilitate the communication and exchange of information between you and your physician, and Corventive Health is not liable for the accuracy or completeness of any such protected health information from your cardiologist. The physician, and not Corventive Health, is solely liable for any conclusions, decisions (including in connection with the provision of medical care) made based on reviewing your protected health information or consulting with you and/or your cardiologist. Corventive Health shall have no liability resulting from such conclusions or decisions.

Notice Regarding Dispute Resolution: These Terms of Use contain provisions that govern how disputes between you and Corventive Health are resolved, including an agreement to arbitrate, which may require you to submit claims you have against us to binding and final arbitration and limit you to claims against Corventive Health on an individual basis.

2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access and use of the Services thereafter.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Services so you are aware of any changes, as they are binding on you.

3. Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

You are responsible for:

• making all arrangements necessary for you to have access to the Services.
• ensuring that all persons who access the Services through your Internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources Corventive Health offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

4. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Corventive Health, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• you may store files that are automatically cached by your Web browser for display enhancement purposes.
• you may print or download one copy of a reasonable number of pages of the website (or any other Corventive Health content that is accessible via the Services) for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.

You must not:

• modify copies of any materials from the Services.
• use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Corventive Health. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

1. Trademarks

The Corventive Health name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Corventive Health or its affiliates or licensors. You must not use such marks without the prior written permission of Corventive Health. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

1. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use.

You agree not to use the Services:

• to copy, frame or mirror any part of the Services.
• in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or Services to and from the US or other countries).
• to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
• to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• to impersonate or attempt to impersonate Corventive Health, an owner or employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability.

Additionally, you agree not to:

• use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof.
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services.
• use any device, website, or routine that interferes with the proper working of the Services.
• introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
• attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• otherwise attempt to interfere with the proper working of the Services.

1. Monitoring and Enforcement; Termination

We have the right to:

• disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CORVENTIVE HEALTH AND ITS AFFILIATES, OWNERS, EMPLOYEES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

5. Updates

We may from time to time in our sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the Internet either:

• the Services will automatically download and install all available Updates; or
• you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Services will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

6. Information About You and Your Visits to the Services

All information we collect on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

7. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CORVENTIVE HEALTH NOR ANY PERSON ASSOCIATED WITH CORVENTIVE HEALTH MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CORVENTIVE HEALTH NOR ANYONE ASSOCIATED WITH CORVENTIVE HEALTH REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, CORVENTIVE HEALTH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

YOU EXPRESSLY AGREE THAT CORVENTIVE HEALTH IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES AND OTHER MATERIALS, WHETHER PROVIDED BY US OR BY THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (A) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (B) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS. SHOULD YOU HAVE ANY HEALTH RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE USE OF THE SERVICES DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND CORVENTIVE HEALTH.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CORVENTIVE HEALTH, ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF CORVENTIVE HEALTH, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

CORVENTIVE HEALTH IS NOT RESPONSIBLE FOR ANY DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SERVICES.

9. Indemnification

You agree to defend, indemnify, and hold harmless Corventive Health, its affiliates, licensors, and service providers, and its and their respective officers, directors, owners, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of, or inability to use, the Services, including, but not limited to any use of the Services’ content, services, and products or your use of any other information obtained from the Services.

• Termination

You agree that Corventive Health may, under certain serious circumstances and without prior notice, immediately suspend or terminate your account and/or access to the Services. Cause for such suspension or termination shall include, but not be limited to, (a) breaches or violations of the Terms of Use or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or problems, or (f) extended periods of inactivity. Further, you agree that all suspensions or terminations for cause shall be made in Corventive Health’s sole discretion and that Corventive Health shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.

• Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the Eastern District of Pennsylvania (although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

• Arbitration

At Corventive Health’s sole discretion, we may require you to submit any disputes arising from the use of these Terms of Use, including disputes arising from or concerning our interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in Philadelphia, Pennsylvania, under the Rules of Arbitration of the American Arbitration Association applying Indiana law.

• Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

• Waiver and Severability

No waiver by Corventive Health of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Corventive Health to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

• Entire Agreement 

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

• Your Comments and Concerns

The Services are operated by:

Corventive Heath Technologies, Inc.

Silver Lake Executive Campus

41 University Drive; Suite 400

Newtown, PA 18940

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to info@corventivehealth.com.