PLEASE READ THE FOLLOWING TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE INSIDE OUT CARE PLATFORM AND SERVICES AS A HOSPITAL HEALTH CARE PROVIDER, AS DEFINED BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE PLATFORM OR SERVICES.

 

These Terms are a binding legal contract between you and Inside Out Medicine, Inc. (“Inside Out Medicine,” “we” and “us”). These Terms govern your access to and use of this website, the Inside Out Care app, and all other portions of the Inside Out Care Platform (as defined below), and all features, functionality, information and services available through the Inside Out Care Platform (all of the foregoing, the “Services”). By using the Services you are telling us that you agree to these Terms. These Terms will remain in effect while you use the Services. These Terms include the provisions in this document together with those in our Privacy Policy.

 

1.      Overview of Our Platform and Services

 

The Inside Out Care website, application and technology platform (collectively, the “Inside Out Care Platform” or “Platform”) enables individual patients and their personal representatives to have access to and interact with relevant health care information, educational materials and community forums with the goal of improving the overall patient experience. Once such a person has registered for an account on the Inside Out Care Platform, such person is an “Inside Out Care Patient.”

 

The Platform also enables a hospital health care providers (“Hospital Health Care Providers”) to make available relevant health and health services-related checklists, articles and other information.  In addition, Hospital Health Care Providers can use the Platform to 1) monitor the engagement of individual Inside Out Care Patients with the content made available by such Hospital Health Care Provider or others at the hospital where they are on staff (a "Participating Hospital") (e.g., viewing a patient’s progress on tasks included on a checklist), and 2) submit or modify information relevant to applicable Inside Out Care Patients’ use of the Services (e.g., adding tasks to an individual patient’s checklist, or identifying specific tasks as not being applicable to that patient).  

 

If you are a Hospital Health Care Provider, you may establish a Hospital Health Care Provider account on the Inside Out Platform as described in Section 2 below.

Hospital Health Care Providers, Inside Out Care Patients and other authorized users (collectively, the “Inside Out Care Community”) may also be able to participate in community forums enabled by the Platform to facilitate more generalized information sharing and discussion.  Your participation in such community forums is subject to these Terms.

We will be developing the Platform and Services over time. We may introduce new features, remove features or restrict access to parts of the Platform or Services. We would like to give you notice whenever we make a material change to the Platform or Services, but this may not always be practical. You agree that we will not be liable to you or to any third party for any modification or termination of the Platform or Services, in whole or in part.

 

2.      Establishing Your Account

 

By going through our registration process and creating and maintaining an Inside Out Hospital Health Care Provider account (your “Account”), you represent and covenant that:

A.     you are of legal age and have the legal capacity and authority to form a binding contract;

B.     your Account will include only accurate and complete information about yourself and you will keep this information updated and accurate throughout your use of the Services;

C.     you will at all times comply with these Terms, as they may change over time;

D.     you have all necessary right and authority to create and use your Account, including without limitation to access Inside Out Care Patient protected health information and other sensitive and identifying information that may be protected under the federal Health Insurance Portability and Accountability Act of 1996 and all regulations promulgated thereunder and amendments thereto (“HIPAA”) and other federal and state laws.  This includes information and content that is uploaded or otherwise submitted by Inside Out Care Patients or by you or other Hospital Health Care Providers via the Services.  If you use your Account to submit or modify information relevant to an individual Inside Out Care Patient’s use of the Services, you also represent and covenant that you are authorized by a Participating Hospital to do so.

 

By creating your Account, you agree to the use of email and other electronic forms of notification and to the use of electronic records to store information related to your Account, your use of the Services and your interactions with Inside Out Care Patient information.  You agree that we may share your information as described in our Privacy Policy

 

You may not transfer your Account to anyone without our prior written permission. You agree to protect the security of your Account and your password and not allow anyone else to access your Account. You are solely responsible for any activity associated with your Account, even if you have not authorized such activity. If you believe the security of your Account has been compromised in any way, then you must notify us immediately.  If you are authorized by more than one Participating Hospital to create and use an Account, these Terms apply to each Account that you create. 

 

The relationship between you and us is that of independent contractors. Neither party will represent that it has any authority to assume or create any obligation on behalf of the other party or to represent the other party as an agent, employee or in any other capacity.

 

The Services are only permitted to be offered within the United States.

3.      Acceptable Use and Conduct

 

The Services may be used for lawful purposes only. In addition, when using the Services, you agree that you will not:

 

A.     Upload, post, transmit, send, email, download, modify, display, distribute or otherwise provide, include or make available on, through or in connection with the Services (“Submit”) any messages, articles, health records, information, text, music, sound, photographs, graphics or other materials (“Content”) unless you have the lawful right to do so;

B.     Submit Content that (i) you do not own or have the right to use and make available to others via the Services, or (ii) infringes upon the intellectual property rights of others, or (iii) violates a person’s privacy rights, or (iv) would, by your Submission of it, violate the provisions of HIPAA, other state or federal laws or your Participating Hospital’s policies regarding the protection of protected health information or any other of your Participating Hospital’s policies;

C.     Submit Content that may be harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;

D.     Take any action that jeopardizes or limits the security, stability or proper operations of the Inside Out Care Platform or the Services;

E.     Attempt, in any manner, to obtain or control the password, account profile, or security-related information of any other member of the Inside Out Care Community;

F.      Knowingly include false or misleading information in your Inside Out Care profile or in your communications with the Inside Out Care Community or your Participating Hospital;

G.     Extract, use or disclose any Content from or regarding any Inside Out Care Patient except to the extent you take such actions, and protect the security and privacy of any Content that you extract, in full compliance with your Participating Hospital’s policies and requirements; or

H.     Publish any portion of the Content found through the Services to any other website, platform or public forum.

 

4.      Proprietary Rights

 

The Inside Out Care Platform, Services and the Content contained in or accessed through the Services are all protected by United States and international intellectual property and other relevant laws. In using the Services, you do not acquire any rights in or to our trademarks, our copyrighted materials, the Inside Out Care Platform, Services or the Content contained in or accessed through the Services other than the following limited license:

 

Subject to your compliance with these Terms, Inside Out Medicine grants you a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to access and use the Services solely in the furtherance of patient care for Inside Out Care Patients at your Participating Hospital. You may not use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), create derivative works of, adapt, modify, aggregate or otherwise exploit the Services or any Content contained in or accessed through the Services, except as expressly permitted in these Terms.

 

For all Content that you Submit through methods we provide to support Content Submissions intended for use by Inside Out Care Patients, in addition to the above requirements in 3. Acceptable Use and Conduct and all restriction and requirements set out in our Privacy Policy you automatically grant to Inside Out Medicine with respect to such Content a non-exclusive, perpetual, worldwide, royalty-free, and (solely in connection with operation of the Platform and Services) transferable and sub-licensable right and license under all applicable statutory, regulatory and common laws and intellectual property rights to use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), transmit, adapt, modify, translate, aggregate in any format or medium now known or developed in the future, for purposes of making the Services available to the Inside Out Care community.

 

The Services may include features, such as chat rooms and user forums, where members of the Inside Out Care Patients Community may share experiences, post comments and Submit Content (“Community Forums”). The Community Forums provide you and other Hospital Health Care Providers a central location to post informational articles and videos for use by anyone in the Inside Out Care Community. For all Content that you Submit through methods we provide to support Content Submissions to Community Forums, in addition to the above requirements in 3. Acceptable Use and Conduct and all restriction and requirements set out in our Privacy Policy, you automatically grant to Inside Out Medicine with respect to such Content a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable right and license under all applicable statutory, regulatory and common laws and intellectual property rights to use, reproduce, distribute, perform (in public or otherwise), display (in public or otherwise), transmit, adapt, modify, translate, and aggregate in any format or medium now known or developed in the future and for any purpose, including commercial purposes.  You should have no expectation of security, privacy or confidentiality in connection with any Content you Submit to Community Forums. You are solely responsible for any Content you Submit to a Community Forum and for any claims or consequences that may arise as a result of such Submitted Content.

We reserve the right to remove from any part of the Services (including without limitation a Community Forum) Content alleged to be infringing, and we reserve the right to terminate the accounts of repeat alleged infringers in accordance with all relevant United States laws and regulations. 

5.      Privacy Laws

 

We will not voluntarily share information that is stored on the Inside Out Platform except as set forth in our Privacy Policy

 

As a Hospital Health Care Provider, you or your Participating Hospital could be an entity deemed a “Covered Entity” for the purposes of compliance with HIPAA and you also may be subject to other federal and state laws regarding the security of protected health information. As such, information you Submit or access through the Services could be protected by HIPAA and such other federal and state laws. YOU UNDERSTAND THAT COMPLIANCE WITH SUCH LAWS IS YOUR RESPONSIBILITY.

 

 6.      Disclaimers of Warranties

 

INSIDE OUT MEDICINE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE PLATFORM, SERVICES OR ANY CONTENT AVAILABLE IN CONNECTION WITH THEM.  TO THE FULLEST EXTENT OF THE LAW, WE DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES AS TO THE ACCURACY OR AVAILABILITY OF THE PLATFORM, SERVICES OR ANY CONTENT IN CONNECTION WITH THEM.  WE DO NOT GUARANTEE THAT THE INSIDE OUT CARE PLATFORM OR OTHER SERVICES WILL FUNCTION WITHOUT INTERRUPTION. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY INTERRUPTIONS, ERRORS OR MALFUNCTIONS DUE TO REASONS WITHIN OUR CONTROL OR BEYOND OUR CONTROL. WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

YOU ARE SOLELY RESPONSIBLE FOR CONTENT YOU USE OR SUBMIT VIA THE SERVICES. YOU HEREBY WAIVE CLAIMS WITH RESPECT TO ANY DAMAGE TO YOUR OWN SYSTEMS AND DEVICES THAT RESULTS FROM ACCESS TO OR DOWNLOAD OR ATTEMPTED DOWNLOAD OF ANY SUCH MATERIAL.

WE DO NOT HAVE AN OBLIGATION TO VERIFY THE IDENTITIES OF OR MONITOR THE ACTIVITIES OF USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THE INSIDE OUT CARE COMMUNITY, INCLUDING WITHOUT LIMITATION ANY INSIDE OUT CARE PATIENTS. YOU ALSO ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND COMMUNICATIONS WITH YOUR PARTICIPATING HOSPITAL THROUGH OR IN RELATION TO YOUR ACCOUNT OR THE SERVICES.

THE INCLUSION OF ANY ADVERTISEMENT OR LINKED WEBSITE AS PART OF THE SERVICES DOES NOT IMPLY OUR ENDORSEMENT OF ANY COMPANY, THE ADVERTISED PRODUCT OR THE LINKED WEBSITE. IF YOU CHOOSE TO ACCESS ANY LINKED WEBSITES, YOU DO SO AT YOUR OWN RISK. WE TAKE NO RESPONSIBILITY FOR ANY THIRD-PARTY WEBSITES, ADVERTISEMENTS OR ANY RELATED PRODUCTS AND SERVICES. INSIDE OUT MEDICINE HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, THE CONTENT OR PERFORMANCE OF THIRD-PARTY WEBSITES.

 

SOME JURISDICTIONS DO NOT PERMIT US TO DISCLAIM WARRANTIES IN ALL OF THESE WAYS. IN SUCH EVENT THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

7.       Limitations on Liability

 

IN NO EVENT WILL INSIDE OUT MEDICINE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, YOUR INTERACTIONS WITH YOUR PARTICIPATING HOSPITAL OR THE INSIDE OUT CARE COMMUNITY (INCLUDING WITHOUT LIMITATION ANY INSIDE OUT CARE PATIENTS), THE INSIDE OUT CARE PLATFORM, ANY OTHER SERVICES, OR ANY CONTENT CONTAINED IN OR ACCESSED IN CONNECTION THEREWITH, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT INSIDE OUT MEDICINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

 

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN ALL OF THESE WAYS. IN SUCH EVENT THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BUT IN NO EVENT WILL THE CUMULATIVE LIABILITY OF INSIDE OUT MEDICINE TO YOU HEREUNDER FROM ALL CLAIMS, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED $50, AND SUCH LIMITATION SHALL APPLY EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE PROVISIONS OF THIS SECTION 7 ARE NOT INTENDED TO SUPERSEDE ANY TERMS OF ANY AGREEMENT BETWEEN INSIDE OUT MEDICINE AND ANY PARTICIPATING HOSPITAL.

8.      Indemnification

 

You agree to defend, indemnify and hold Inside Out Medicine, its affiliates, officers, employees, agents, licensees, licensors, advertisers and contractors harmless from and against any loss (actual and consequential), demand, damage (direct and indirect) and expense (including attorneys’ fees) arising from claims in connection with or related to (a) any Content you Submit; or (B) any violation by you of these Terms. Inside Out Medicine reserves the right, at our own expense, to assume exclusive defense and control of any such matter and you agree to cooperate with us in asserting relevant available defenses.

9.      Termination

 

We may terminate your Account and your access to the Platform and Services upon notice to you at any time if you breach these Terms, or upon your termination of employment or professional affiliation with your Participating Hospital, or upon your death.

 

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: our disclaimers; any limitations on our liability; terms regarding ownership and intellectual property rights; indemnity obligations; and terms regarding disputes between us.

 

10.      No Assignment

 

Your Account is non-transferable. You may not assign these Terms or your rights to the Services to any party.

11.      Governing Law and Dispute Resolution

 

These Terms and the relationship between you and us are governed by the laws of the state of Washington, without regard to its conflict of law provisions, and all claims and disputes arising out of these Terms or the Services shall be brought exclusively in the courts located in King County, Washington or the U.S. District Court for the Western District of Washington located in Seattle. You and we agree to submit to the personal jurisdiction of the courts located in King County, Washington and the U.S. District Court for the Western District of Washington located in Seattle, Washington and agree to waive any objections to the exercise of jurisdiction over us by such courts and to venue in such courts.

 

If there is a dispute between you and your Participating Hospital or any member of the Inside Out Care Community, including any Inside Out Care Patient, or any other third party, you agree that Inside Out Medicine is under no obligation to become involved. In the event that you have a dispute with your Participating Hospital or any member of the Inside Out Care Community or other third party, you release Inside Out Medicine from claims, demands and damages of every kind or nature arising out of or in any way related to such dispute.

12.      Updating these Terms

 

As we develop, grow and improve our Services, these Terms may need to change. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Inside Out Care website, by sending you an email or by some other means. If you do not agree with the new Terms, you are free to reject them, which means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and one of Inside Out Medicine’s executive officers.

13.      Entire Agreement, Waiver and Severability

These Terms, as may be updated from time to time, constitute the entire agreement between you and us and govern your use of and access to the Services, superseding any prior agreements between you and us regarding the Services. The failure of Inside Out Medicine to exercise or enforce any right under, or any provision of, these Terms does 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, you hereby agree with us that the court should try to give effect to the intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

14.      Notices and Questions

 

If you have any questions, comments or concerns regarding these Terms or our Services, then please contact us at info@insideoutmedicine.com. When we need to provide you with notices, we will contact you through the Inside Out Care Platform or use your email or other contact information we have on file for you. Please be certain to keep your contact information current and accurate.

Version: February 15, 2019