Terms and Conditions

PLEASE READ THIS LIVECARE CORP ("LIVECARE") TERMS AND CONDITIONS AGREEMENT ("AGREEMENT" OR "T&CS") CAREFULLY BEFORE USING THE LIVECARE SOLUTION.

BY ACCESSING AND USING THE SOLUTION, USER ACCEPTS THIS AGREEMENT AND AGREES TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF USER DECLINES THIS AGREEMENT, USER WILL NOT BE PERMITTED TO ACCESS OR USE THE SERVICES OR RESTRICTED PORTIONS OF THE LIVECARE.

This is a legal agreement between the end user ("User") who may be a Customer pursuant to a Master Services Agreement, a patient (“Patient User”) or Physician or provider (“Provider User”) (Customers, Patient Users and Provider Users are each “Users” hereunder) and LiveCare Corp. (hereinafter "LiveCare" or the "Licensor").

The LiveCare Solution includes the Clinii clinical workflow, practice and care management platform and the Link + remote care gateway and patient engagement technology.  Clinii and Link+ collectively refer to hardware, peripheral monitors, the associated software as a service platform, telehealth and patient communications services, remote monitoring services and all other functionalities and services available on or through Clinii and Link+ (collectively, the “Solution”). This Agreement applies to the Solution on the date hereof and as it may be updated, upgraded or revised at any time.

User may only use the Solution under the terms of this Agreement and the MSA between LiveCare  the LiveCare Customer that subscribed to the LiveCare Solution on the User’s behalf. The rights granted herein are limited license rights to the LiveCare Solution and do not include any other patents or intellectual property rights.

References to the "Solution" herein, include any component, application or version thereof, existing now or in the future, and any documentation accompanying this Agreement however distributed by any other media or in any form, with no need for specific enumeration herein.

This LiveCare Terms and Conditions Agreement applies to the use of any component or version of the Solution, and any data, analytics or reports derived or generated therefrom (collectively the "Content").

LiveCare may modify this Agreement at any time and it is User’s responsibility to review this Agreement and related policies each time User accesses the Solution.

Not Medical Advice

LiveCare provides the Solution for the purposes described herein and in LiveCare’s description of the Solution. With respect to any Patient User, The Solution is not intended as a substitute for the advice provided by a physician or health care provider. Patient User may not use the Solution or any of the Content, defined below,  to diagnose a health problem or disease, or as a means of determining treatment. THE LIVECARE SOLUTION IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. THE LIVECARE SOLUTION CANNOT DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. PATIENT USER SHOULD NEVER DISREGARD MEDICAL ANALYSIS OR ADVICE OR DELAY PROVIDING ADVICE BECAUSE OF SOMETHING CONTAINED IN OR DERIVED FROM THE LIVECARE SOLUTION.

LiveCare does not provide emergency medical response services or health services or advice.  ANY USER WITH CHEST PAID, A SEVERE HEADACHE, UNCONTROLLED BLEEDING, OR OTHER EMERGENT CONDITION SHOULD CALL 911 OR OTHERWISE CONTACT EMERGENCY SERVICES IMMEDIATELY OR PROCEED DIRECTLY TO AN EMERGENCY ROOM. LiveCare does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information or Content that may be transmitted by or contained in the LiveCare Solution.

Provider User may not use the LiveCare Solution or any data or other information transmitted by or contained therein (hereinafter, the “Content”) as the sole means to diagnose a health problem or disease, or as the sole means of determining diagnosis or treatment.   Rather, the LiveCare Solution must be used as a tool in the context of a preexisting physician-patient relationship and interaction.

Use of the Solution

LiveCare authorizes User to use the Solution solely the purposes described in the Documentation, Website and Portal. User understands that User will be the only person using the Solution as instructed, and will not use the Solution for any other reasons. User will not tamper with the Solution. User is aware that User's data arising out of the Solution will be transmitted by the Solution in a safe and secure manner.

User agrees that certain features of the Solution facilitate two way communication and the exchange of images, documents and other information by Users, between Users or between Users and third parties such as health plans or non-User providers.  The communication and exchange functionalities shall not be used for purposes other than pursuant to the this Agreement.  Specifically, communications or transmission of any document, image or data of any kind using the Solution shall not:

  • Contain any material which is libelous, slanderous, defamatory, disparaging, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

  • Promote or include sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age or any other protected category.

  • Violate the legal rights (including the rights of publicity and privacy) of third parties or include any reference to, image of, or data regarding any third party in the absence of written consent.

  • Contain any material that could give rise to any civil or criminal liability for any person under applicable laws or regulations.

  • Be intended or likely to mislead or deceive any person.

  • Promote activities such as gaming, gambling, sweepstakes or contests. Spam, link baiting, and advertising are not allowed.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Be intended or likely to upset, embarrass, alarm, or annoy any other person.

  • Impersonate any person or misrepresent User’s identity or affiliation with any person or organization.

  • Involve commercial activities or sales, sales promotions, barter, or advertising, or offering of any products or services, including medical services or treatments, unrelated to the purpose of User’s access to the Solution.

  • Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

  • be related to any minor or minors generally, except if specifically related to the health care of a minor patient under the care of the User, or anything which could be considered, even remotely, predatory conduct towards minors.

  • Be otherwise objectionable in the sole discretion of LiveCare.

Additional terms and conditions for User use of the LiveCare Solution are available on the LiveCare website and are incorporated herein by reference.

Ownership, Restrictions, Copyright Infringement and Related Issues

Title to the LiveCare Solution, including all intellectual property rights thereto, shall at all times remain solely and exclusively with LiveCare, and User shall not take any action inconsistent with such title. The Solution contains confidential and proprietary information of LiveCare and is protected under applicable Patent, Copyright, Trade Secret and Trademark law. Any rights not expressly granted herein are reserved to LiveCare. User may not cause or permit the disclosure, copying, decompiling, reverse engineering, disassembling, modifying, creating derivative works, renting, licensing, sublicensing, leasing, dissemination or other distribution of the Solution, or any part thereof, by any means or in any form, without the prior written consent of LiveCare.

Any use of the Solution not expressly permitted by this Agreement is a breach of the T&CS and may violate patent, copyright, trademark, and other laws. All rights not expressly granted herein are reserved to LiveCare, its licensors and other third parties.

All LiveCare trade names, trademarks and service marks are the sole property of LiveCare. All other trademarks and service marks are the registered or unregistered trademarks and service marks of their respective owners. Use of any LiveCare or third party trademark, trade name, service mark, or other logo or mark is prohibited, unless expressly authorized in writing in advance by its owner.

User Responsibilities

User is responsible for using the Solution and any third party peripheral devices as instructed and consistent with the Documentation. Failure to use the Solution or any peripheral devices as instructed and consistent with the Documentation shall invalidate LiveCare's responsibilities hereunder.

Disclaimer of Warranties and Limitations of Liability

User assumes the sole risk of using the LiveCare Solution.

THE LIVECARE SOLUTION AND PERIPHERALS ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, LIVECARE, ITS RESELLERS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE FOLLOWING:

THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SOLUTION OR CONTENT.

COMPLIANCE WITH ANY GOVERNMENT LAWS OR REGULATIONS.

ANY MEDICAL OR OTHER TREATMENT, ACTION OR PROTOCOL.

ANY MEDICINE OR MEDICAL DEVICE.

THAT ANY DATA OR OTHER INFORMATION WILL BE STORED, TRANSMITTED OR RECEIVED IN A TIMELY OR COMPLETE MANNER, OR THAT SUCH CONTENT OR OTHER INFORMATION WILL REMAIN UNALTERED, UNCORRUPTED AND USABLE AS INTENDED.

THAT ANY DATA IS SECURE FROM ANY CYBER-ATTACK OR ANY INTENTIONAL OR UNINTENTIONAL DAMAGE OR DELETION.

IN NO EVENT SHALL LIVECARE, ITS RESELLERS, LICENSORS, SUPPLIERS, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, OR AFFILIATES ("LIVECARE PARTIES") BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY, WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SOLUTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LIVECARE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE LIVECARE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR BUSINESS INFORMATION AND THE LIKE), WHETHER IN AN ACTION BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOLUTION. IN NO EVENT SHALL THE LIVECARE PARTIES' TOTAL LIABILITY TO USER UNDER THIS AGREEMENT EXCEED $100. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN LIVECARE AND USER.

ANY CLAIMS ARISING IN CONNECTION WITH USER’S USE OF THE SOLUTION MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF WHEN THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. THE LIVECARE PARTIES ARE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT.

Indemnity

User agrees to defend, indemnify, and hold LiveCare harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, User’s violation of this T&CS.

Safeguards and Security

LiveCare does not warrant the accuracy of data User transmits using a peripheral device or otherwise through the Solution, or the integrity of the internet service or computing systems used to access the LiveCare data by Patient User, Provider User or any third-party. User is responsible for utilizing and protecting the security features of the LiveCare. Further, LiveCare is not a "covered entity" as that term is defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and the implementing  regulations promulgated thereto. Therefore, for the purposes of performance standards hereunder, the LiveCare database shall be compliant with administrative, physical, and technical safeguard requirements set forth in 45 C.F.R. §§ 164.308-164.312.

Complete Agreement

Under Certain Circumstances, you may have the right to obtain copies of your personal information that we maintain under the law in some jurisdictions. Additionally, you may be able to ask for copies of your personal information that you have given to us in a manner that is organized, generally accepted, and machine-readable, as well as the transfer of that data to another service provider (where technically feasible).

Data Retention and Erasure. We generally retain your personal information for as long as is necessary for the provision of LiveCare services and to comply with our legal obligations. In certain jurisdictions, you can request that all your personal information be deleted. Please note that if you request the erasure of your personal information, (1) we may not be able to provide the LiveCare Solution; and (2) we may retain some of your personal information as necessary for our legitimate business purposes, such as fraud detection and prevention and enhancing safety; and (3) we may retain and use your personal information to the extent necessary to comply with our legal obligations. For instance, LiveCare might keep copies of your information to comply with tax, legal reporting, and auditing obligations.

Withdrawing Consent and Restriction of Processing. If we are processing your personal information with your consent, you have the right to revoke that consent at any time. Please be aware that the use of the LiveCare Solution carried out in reliance on your consent before it was withdrawn, unaffected by your decision to withdraw it, and access to LiveCare terminates with that revocation.

No Assignment

User shall not assign this Agreement or any rights or obligations hereunder and any purported assignment of this Agreement by User in contravention of the foregoing shall be null and void.

Choice of Law and Jurisdiction

LiveCare is based in New York City, New York, USA. This Agreement is governed by the laws of the State of New York and of the United States, without respect to its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

User expressly agrees that exclusive jurisdiction for any dispute with LiveCare resides in the Federal and State courts of the State of New York, Borough of Manhattan and User further agrees and expressly consents to the exercise of personal jurisdiction in the courts of the State of New York, Borough of Manhattan in connection with any such dispute including any claim involving LiveCare or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.

Contacting LiveCare

If the User has any questions about this Agreement or services provided by LiveCare, please contact us at:

LiveCare Corp. Customer Service

252 West 37th Street

17th Floor

New York City, NY 10018

Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the LiveCare Solution hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Licensor.