Terms of Use

Acceptance

These terms of use are entered into by and between you and Curve Health, Inc. ("Curve," "we," or"us"). The following terms and conditions, together with any additional documents they expressly incorporate by reference collectively, ("Terms of Use"), govern your access to and use of Curve’s website including any content, functionality, and online service that Curve operates and that links to these Terms (collectively, the "Services") on or through http://curvehealth.com(the "Website"), whether as a guest or a registered user.

By using the Website or Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use

By using this Website or the Services, you represent and warrant that you are at least 18 years of age and possess the legal right and ability to agree to these Terms of Use.

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Modification

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

It is your responsibility to periodically review theseTerms and Conditions to stay informed of updates. Your continued use of theWebsite or Services following the posting of revised Terms of Use means that you accept and agree to the changes.

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Acceptable Use and Privacy

By using theWebsite or Services you accept the terms of the Acceptable Use Policy (insert link) and thePrivacy Policy (insert link) and consent to the processing of your information consistent with our Privacy Policy.

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IMPORTANT INFORMATION TO CONSIDER WHEN USING THE SERVICES OR WEBSITE

DO NOT USE THE SERVICES OR THIS WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY.

Curve does not provide any physicians' or other healthcare providers' (collectively,"Providers") services itself. All the Providers are independent ofCurve and are merely using the Services to communicate with you. Any information or advice received from a Provider comes from the Provider, and not from Curve. Curve does not engage in the practice of medicine or provide any other health services. Your interactions with the Providers via the Services are not intended to take the place of your relationship(s) with your regular health care practitioner(s).

NEITHER CURVE NOR ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE YOU OBTAIN FROM A PROVIDER VIA THE SERVICE NOR FOR ANY INFORMATION OBTAINED FROM OUR SERVICES. YOU ACKNOWLEDGE YOUR RELIANCE ON ANY PROVIDERS OR INFORMATION PROVIDED BY THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH.

Curve does not make any representations or warranties about the training or skill of anyProviders using the Services. You are ultimately responsible for choosing your particular Provider on the Services.

You hereby certify that you are physically located in the State you have entered as your current location on the Services. You acknowledge that your ability to access and use the Services is conditioned upon the truthfulness of this certification and that the Providers you access through the Services are relying upon this certification in order to interact with you. IN THE EVENT THAT YOUR CERTIFICATION IS INACCURATE, YOU AGREE TO INDEMNIFY CURVE AND THE PROVIDERS YOU INTERACT WITH FROM ANY RESULTING DAMAGES, COSTS, OR CLAIMS.

You hereby certify that you are not a fee-for-service Medicare or Medicaid beneficiary. If you provide false or deceptive information regarding your Medicare or Medicaid enrollment status, Curve reserves the right to terminate all current or future use of the Services by you.

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Representations and Warranties

By using thisWebsite or Services, you represent and warrant the following:

       i. that you are at least 18 years of age and possess the legal right and ability to agree to these Terms of Use.

      ii. the information you have provided to Curve in your registration is accurate and complete,

    iii. you will comply with any and all laws applicable to your use of the Websites and Services,

     iv. you will not interfere with a third party's use and enjoyment of the Websites and Services,

      v. you will not interfere with or disrupt Curve’s or its vendors’ security measures,

     vi. you will not access the Website or Services through automated or non-human means, whether through a bot, script, or otherwise.

   vii. if any information you provide to Curve becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify Curve

  viii. your use of the Website or Services does not violate any applicable law or regulation.

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Term and Termination

These Terms ofUse shall remain in full force and effect while you use the Website andServices.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE WE RESERVE THE RIGHT TO, INOUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OFTHE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION OR TERMINATION OR EXPIRATION OF AN APPLICABLE AGREEMENT.

You may stop using the Services at any time. Upon any termination, discontinuation or cancellation of Services, any provisions that, by their nature, should survive termination will remain in effect including, but not limited to IntellectualProperty Rights, Indemnification, Limitation of Liability, Disclaimers, Law andJurisdiction, and Miscellaneous.

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Prohibited Uses

The access and rights granted in these Terms of Use are subject to the following restrictions:

The Services will be used and accessed only by authorized users and solely by using a user identifier and password provided or registered to Curve.

You will not provide a user identifier or password, or other security measures issued to you by Curve to access the Services to any third party or user not specifically authorized to receive it.

You will not use the Services to process data on behalf of third parties.

You will not:

In whole or in part, duplicate, modify, adapt, reverse engineer, decompile, disassemble, or otherwise create, attempt to create, or permit or assist any third party to create a source code version of the Website or Services; or

transfer, distribute, sell, resell, lease, sublease, license, sub-license, publish, assign, or scrape the Website or Services, including any user profiles, or any license or subscription granted by the Terms of Use or otherwise offer the Website or Services for use on a service bureau, outsourced, or value-added basis; or

use the Web site or Services in any manner that will use, make, prepare derivative works of, or distribute, unauthorized copies of third party copyrighted material; or

use the Website or Services to upload, store, or transmit infringing, libelous, or otherwise unlawful or tortious material including material that inappropriate, obscene(including child pornography), defamatory, threatening, abusive, advocating violence, or which violates a law, regulation, or public policy; or

use the Website or Services to upload, store or transmit viruses or other harmful or malicious code, files, scripts, agents, or programs; or

Misrepresent your identity or affiliation in any way; or

bypass or breach any security or protection used for or contained in the Website or Services; or

use the Website or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights, the rights of any third-party, or that violates any applicable law; or

remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of any documentation, warranties, disclaimers, IntellectualProperty Rights, proprietary rights or other symbols, notices, marks, or as applicable, serial numbers on or relating to any copy of the Services or documentation; or

use the Website or Services to violate patient privacy rights as prescribed by HIPAA or other applicable laws or regulations; or

use the Website or Services for purposes of: (i) benchmarking or competitive analysis; (ii)developing, using, or providing a competing software product or service; or(iii) any other purpose that is to Curves detriment or commercial disadvantage.

use theServices to send spam, surveys, or any commercial communications that are not an authorized part of the Services; or

take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure.

use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or Website or any activity conducted on the Services orWebsite or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; or

engage in any other conduct that restricts or inhibits any person from using or enjoying theServices, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Gain unauthorized access to the Websites and Services, to other users' accounts, names, personally identifiable information or other information, or to other computers or websites connected or linked to the Websites and Services; or

Launch or use any automated system, including without limitation, "robots,""spiders," or "offline readers," that access the Website and Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; or

Use theServices or Website in any way that is inconsistent with applicable laws and regulations.

Curve may suspend your access to any portion of the Services and or Website if Curve determines, in its sole discretion, that:

there is a threat or attack on the Services, Website, or other event that may create a risk to the users, or any other customer of Curve; or

Your use of theServices or Website disrupts or poses a security risk to the Services orWebsite or any other Curve customer; or

You are using the Services or Website for fraudulent or illegal activities, or

You have failed to make payments for the Services in the allotted time as stated in the applicable agreement.

If Curve becomes aware that any material or information created, stored, maintained, transmitted through the Services or Website that may violate the Terms of Use and/or exposes Curve to civil or criminal liability, Curve reserves the right to investigate such material, block access to such material, and suspend or terminate any Services without liability. Curve further reserves the right to cooperate with legal authorities and third parties in investigating any alleged violations of these Terms of Use including disclosing the identity of any user that Curve believes is responsible for such violation. Curve also reserves the right to implement technical mechanisms to prevent violations of these Terms ofUse. Nothing in these Terms of Use shall limit in any way Curve’s rights and remedies at law or in equity that may otherwise be available.

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Intellectual Property Rights

You acknowledges and agree that the Services are licensed, not sold, to you byCurve and that you shall not have any ownership interest in any the Services, this Website, or any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection (“Intellectual Property Rights”). Curve maintains all rights, titles, and interest to the Website and Services and any IntellectualProperty Rights, subject to the rights of third parties and the limited licenses granted to you. Except for the rights and licenses expressly provided for in these Terms of Use nothing in these Terms of Use is meant to grant, by implication, waiver, estoppel, or otherwise to you any Intellectual PropertyRights or other title or interest in the Website or Services.  

You acknowledge and agree that no Intellectual Property Rights are being transferred to you under these Terms of Use.

You hereby grant to Curve a non-exclusive, royalty-free, fully paid up, and worldwide license to copy, modify, display, distribute, and use any electronic medical record system, and other data necessary (“User Data”) in connection with performing Services and to generate separate anonymous data sets and models that do not identify the You, or any other individuals (“De-Identified Data”).Curve is the owner of any De-Identified Data, including any data set that aggregates the aforementioned data with other data of Curve.

Unless provided otherwise in these Terms of Use you shall be solely responsible for providing, updating, uploading, and maintaining all User Data. The accuracy of the User Data shall solely your responsibility.

External Links

The Website andServices may contain links to third-party websites. Linked sites are not under the control of Curve, and Curve is not responsible for the content of any linked site.  Links are provided as a convenience only, and a link does not imply that Curve endorses, sponsors, or is affiliated with the linked site.  Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites; these Terms of Use do not apply to other websites. Curve disclaims any and all liability for any information, including but without limitation, any medical and health treatment information set forth on linked sites.

No endorsement to third party

Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by Curve. Any views expressed by third parties on the Websites andServices are solely the views of such third party and Curve assumes no responsibility for the accuracy or veracity of any statement made by such third party.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR LICENSORS, SUPPLIERS AND THEIR DIRECTORS,OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, CUSTOMERS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES), CLAIMS, DAMAGES AND LIABILITIES RELATED TO OR ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY ALLEGED VIOLATION BY YOU OF THESE TERMS OF USE. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE OF ANY CLAIM FOR WHICH WE ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH EVENT, YOU SHALL PROVIDE US WITH SUCH COOPERATION AS WE REASONABLY REQUEST, AND YOU MAY NOT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.

Limitations of Liability

IN NO EVENT WILL WE, OR OUR LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES,SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS BE LIABLE FOR ANY DIRECT,INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF PROFITS,LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF ORIN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, THE WEBSITE OR SERVICES OR THE PROVISION OF OR FAILURE TOMAKE AVAILABLE ANY SUCH PRODUCTS, GOODS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES.

IN THE EVENT THE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CURVE’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE SERVICES WILL BE TO CEASE USING THE SERVICES

Curve shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Curve’s reasonable control, including, without limitation, force majeure events, mechanical, electronic, or communications failure or degradation.

The terms of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms ofUse. You agree that the limitations of liabilities set out in these Terms ofUse are fair and reasonable in these circumstances.

Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS"WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE.

YOU ACKNOWLEDGE AND AGREE THAT CURVE IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT CURVE IS NOT DETERMINING APPROPRIATE MEDICAL USE OF THE SERVICES. CURVE, ITS LICENSORS, SUPPLIERS, AND ALL THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RESULTING FROM THE DELIVERY OF HEALTHCARE VIA THE SERVICE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR MEDICAL MALPRACTICE.

Law and Jurisdiction

These Terms ofUse and any dispute arising hereunder shall be governed by the laws and subject to the jurisdiction of the Commonwealth of Massachusetts, without regard to the conflict of law provisions thereof.  

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Information and Privacy

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

Website and Services Management

We reserve the right, but not the obligation to:  

monitor the Website or Services for violations of these Terms of Use; and

take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; and

in our sole discretion and without limitation, notice, or liability, to remove from the Website or Services, or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

otherwise manage the Website and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

Summary Notice of HIPAA Privacy Practices.      

The Service respects and upholds patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and AccountabilityAct ("HIPAA"), and, subject to HIPAA regulations, will obtain express patient consent prior to sharing any patient-identifiable information to a third party for purposes other than treatment, payment or health care operations. In addition, by clicking the "AGREE" button you are authorizing Providers to release your contact information to Curve solely in order for Curve to provide you with information about additional clinical services or general wellness. You may opt out of receiving such information by contacting us at hello@curvehealth.com 

Miscellaneous

Force Majeure. In no event will Curve be liable or responsible or be deemed to have breached theseTerms of Use, for any failure or delay in fulfilling or performing any term of this Terms of Use when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control such as acts of God, flood, fire, earthquake, or explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or actions, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances; or shortage of adequate power.

Severability.  If any provision of these Terms of Use is found to be invalid or unenforceable in whole or in part, such provision shall be reformed and construed to the maximum extent enforceable, and the remaining provisions shall remain valid and enforceable to the maximum extent compatible with applicable law.  

Entire Agreement. These Terms, including our Privacy Policy and our Acceptable UsePolicy incorporated herein, constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. If we enter into an additional or separate written agreement with you, the terms of that agreement will supplement these Terms of Use and will control to the extent they are contrary to these Terms of Use.

Assignment. These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Curve’s prior and explicit written consent.Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Curve may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Language. English shall be the language of these Terms of Use and the parties waive any right to use and rely upon any other language or translations.

Notices. Any notices or other communications provided by Curve under these Terms of Use, including those regarding modifications to these Terms of Use, will be given via email, or via the Services, or posting on the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You consent to the use of these electronic methods of communication from us and agree that all communications, including Terms and agreements, that we provide electronically satisfy any legal requirement that such communications would satisfy if they were in writing. 

Headings. The headings in these Terms of Use are included for convenience only and shall neither affect the construction or interpretation of any provision of theseTerms of Use.

Waiver. No delay or omission by Curve to exercise any right or power it has under theseTerms or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Curve must be explicitly in writing and signed by an authorized representative of Curve.

Compliance. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

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Terms of Use

Curve Health, Inc.

Effective Date: October 27, 2023