Please read this Agreement carefully before using any of the following, however accessed and/or used, that is operated by us, made available by us, or produced and maintained by Raven Health LLC (collectively, “Raven,” “Raven Health” or “we,” “us,” or “our”):
o the Application;
o any Raven Health Websites;
o the Dashboard;
o all email newsletters and other content published by Raven Health; and
o all other interactive features, services, and communications provided by Raven Health (collectively, “Raven Health Services” or “Services”).
THE RAVEN HEALTH SERVICES DO NOT PROVIDE MEDICAL ADVICE
You acknowledge and agree that the professional duty to treat the patient lies solely with You and use of information contained in or entered into the Raven Health Services or provided through the Raven Health Services in no way replaces or substitutes for Your professional judgment. Raven Health is not engaged in the practice of medicine and does not represent the Raven Health Services as having the ability to diagnose disease, prescribe treatment or perform any other tasks that constitute the practice of medicine. You are responsible and liable for the treatment of patients for whom You access or use the Raven Health Services, including responsibility for personal injury or loss of life. You must verify the accuracy, completeness, and appropriateness of all information entered into or selected in the Raven Health Services, including information from the third parties, before such information is utilized.
1. COPYRIGHT, OWNERSHIP, AND CONFIDENTIALITY
The Raven Health Services are owned and operated by Raven Health. All of the content featured or displayed within the Raven Health Services, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations, software and any other content (“Content”), is owned by Raven Health, its licensors, vendors and/or its content providers. All elements of the Raven Health Services, including but not limited to the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights throughout the world. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available via any Raven Health Service. For purposes of this Agreement, the use of any such material on any other website or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Raven Health Services. The Raven Health Services, their Content and all related rights shall remain the exclusive property of Raven Health and its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on any Raven Health Service.
As between you and Raven Health, you are and will remain the sole and exclusive owner of all right, title and interest in and to the personal data you enter into the Application (“User Content”), provided, that, subject to our obligations in the BAA, you hereby grant to Raven Health the perpetual, non-exclusive, royalty-free, transferable, and worldwide right to collect and use such User Content, including data regarding your use of the Application and traffic on the Websites and Dashboard, for Raven Health’s internal business purposes, including enhancing and supporting the Application, Websites and Dashboard.
The Services, including, without limitation, trade secrets, performance data, design, features, layouts, configurations, processes, formulae, specifications, programs, test results, technical know-how, methods and procedures of operation and other information relating to or obtained therefrom, by use, examination or otherwise, which is not generally publicly known are the valuable information of Raven and its licensors, and shall be deemed to be confidential information of Raven (“Confidential Information”). In addition, any information or materials disclosed or provided to Customer by Raven or its personnel and specified as confidential or proprietary or marked as confidential or proprietary shall be deemed to be Confidential Information of Raven. Customer shall use the same degree of care to protect the Confidential Information from improper use or non-disclosure as Customer would use with respect to Customer’s own information of like importance which Customer does not desire to have published or disseminated, but in any event no less than reasonable care. Customer will not use any Confidential Information for any purpose not expressly authorized under this Agreement and will not disclose to third parties any such Confidential Information. The Order Form constitutes Confidential Information of Raven, and you may not disclose its contents to any third party without Raven’s prior written consent.
2. RAVEN HEALTH SERVICES LICENSE AND RESTRICTIONS
(a) Grant of License. Raven Health hereby grants you a limited, revocable, non-exclusive, non-transferable license to:
o download, install, register with, access and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation;
o download, register with, access and use the Websites for your personal, non-commercial use via web-browser or on a Mobile Device strictly in accordance with the Websites’ documentation;
o if you are an authorized administrative user authorized by your employer, you may register with, access and use the Dashboard via web-browser strictly in connection with your employer’s internal business purposes; and
o access, view and use on such Mobile Device, and make personal, non-commercial use of, the Application and the Raven Health Websites.
(b) Restrictions. The foregoing license does not include any right:
o of resale or commercial use of the Raven Health Services or their contents;
o to copy the Raven Health Services, except as expressly permitted by this Agreement;
o to collect or use any product listings, descriptions, or prices;
o to modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of the Raven Health Services, or their contents;
o to download or copy account information for the benefit of another merchant; or
o to use any type of data mining, robots, or similar data gathering and extraction tools.
Additionally, Raven Health and/or any portion of the Raven Health Services may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without Raven Health’s express written consent. The Raven Health Services may only be used for the intended purpose for which they are made available. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on any Raven Health Services.
You shall not: (i) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property notices, or frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Raven Health, its content providers or its affiliates without express written consent; (ii) use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent; (iii) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iv) interfere or attempt to interfere with the proper working of the site or any activities conducted on any Raven Health Service; (v) remove, disable, circumvent or otherwise bypass or work around any copy protection, rights management, security features or measures we may use to prevent or restrict access to any Raven Health Service; or (vi) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Raven Health Service or any part thereof. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
(c) Reservation of Rights. You acknowledge and agree that the Raven Health Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Raven Health Services under this Agreement or any other rights thereto other than to use the Raven Health Services in accordance with the license(s) granted, and subject to all terms, conditions and restrictions, under this Agreement. Raven Health, its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Raven Health Services, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
3. CORPORATE IDENTIFICATION & TRADEMARKS
All of our trademarks, service marks and trade names used herein (including but not limited to the corporate names and logos of Raven Health and imprints, names and designs of Raven Health, and any logos) are trademarks or registered trademarks of Raven Health or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify such trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Raven Health Services, without Raven Health’s prior written consent. The use of our trademarks on any other website or network computer environment is not allowed. You are granted a limited, revocable, non-exclusive, non-transferable right to create a link to any page of the Raven Health Website so long as the link does not portray us, our content providers, our licensors, our affiliates, or our products or services in a false, misleading, derogatory or otherwise offensive manner, subject to our sole discretion. You may not use any Raven Health logo or other proprietary graphic or trademark as part of the link without express written permission. Except as expressly stated herein, no rights or licenses are granted hereunder.
4. LINKS TO THIRD PARTIES & NO ENDORSEMENT
Raven Health may contain links to other websites controlled by third parties. These links are provided solely as a convenience to you and do not imply endorsement by Raven Health of, or any affiliation with, or endorsement by, the owner of the linked site. Raven Health is not responsible for the contents or use of any linked site, or any consequence of making the link.
You shall not use Raven Health’s name or any language, pictures or symbols which could, in Raven Health’s sole judgment, imply Raven Health’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
6. AGE OF END USERS
7. ACCOUNT REGISTRATION AND SECURITY
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
You shall be solely responsible for the use of your registration and the consequences of participating in any Raven Health Service. You affirm, represent and warrant the following: (i) you are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations therein; (ii) you have read, understood, agree with, and will abide by the terms of this Agreement; (iii) the content you provide, and Raven Health’s use thereof as contemplated by this Agreement and the Raven Health Services, will not infringe, dilute, misappropriate or otherwise violate any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity.
Raven Health may suspend or terminate any End User’s access to all or any part of the Raven Health Services including any account thereon, without notice, for any reason in Raven Health’s sole discretion, including without limitation Raven Health’s belief that such access would violate any applicable law or would be harmful to the interests of Raven Health or another user. Upon termination, you will lose access to all Raven Health Services and all content thereon.
In the event that you have a dispute with one or more other users of any Raven Heath Service, you hereby release Raven Health (and our officers, directors, agents, subsidiaries, joint ventures, employees, successors and assigns) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
BY ACCESSING THE APPLICATION OR WEBSITES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF RAVEN HEALTH’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, RAVEN HEALTH SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE COMPANY, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, RAVEN HEALTH SERVICES, OR OTHER CONTENT OWNED OR CONTROLLED BY RAVEN HEALTH.
11. DISCLAIMER & LIMITATION OF LIABILITY
(a) Disclaimer. YOUR USE OF ANY RAVEN HEALTH SERVICE IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE PROVIDED ABOVE, EVERYTHING ON ANY RAVEN HEALTH SERVICE, INCLUDING ANY PRODUCTS OR SERVICES OFFERED FOR SALE, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RAVEN HEALTH MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION OR CONTENT CONTAINED ON THE RAVEN HEALTH SERVICES, AND SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION OR CONTENT CONTAINED ON ANY RAVEN HEALTH SERVICE FOR ANY PURPOSE. RAVEN HEALTH DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RAVEN HEALTH SERVICES OR THE SERVER THAT MAKES SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RAVEN HEALTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENTS IN RAVEN HEALTH SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT RAVEN HEALTH) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
(B) LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL RAVEN HEALTH OR ANY OF ITS AFFILIATES OR VENDORS BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE RAVEN HEALTH SERVICES, INCLUDING BUT NOT LIMITED TO: (i) DAMAGE TO ANY END USERS’ COMPUTER OR MOBILE DEVICE; (ii) ANY ACTION OR INVESTIGATION BY LAW ENFORCEMENT; (iii) RELIANCE BY AN END USER ON ANY INFORMATION OR CONTENT OBTAINED FROM THE RAVEN HEALTH SERVICES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION; (iv) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; OR (v) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO RAVEN HEALTH’S RECORDS, PROGRAMS, OR SERVICES. END USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH ANY RAVEN HEALTH SERVICE. IN NO EVENT SHALL RAVEN HEALTH OR ANY AFFILIATED RAVEN HEALTH ENTITY OR INDIVIDUAL OR VENDOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, RAVEN HEALTH SERVICES OR THE CONTENT THEREON, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF RAVEN HEALTH OR A RAVEN HEALTH AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL RAVEN HEALTH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU FOR ANY CONTENT PURCHASED BY YOU ON ANY RAVEN HEALTH SERVICE OR THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING ANY RAVEN HEALTH SERVICE.
You agree to defend, indemnify and hold Raven Health and its vendors, agents, officers, directors, employees, affiliated companies or individuals, successors and assigns harmless from any and all damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, related to any violation of these terms by you, or in connection with the use or misuse of any Raven Health Service or the Internet or the placement or transmission of any message or information on any Raven Health Service by you. Furthermore, you agree that Raven Health assumes no responsibility for the User Content you submit or make available through this Application.
You are entirely responsible for any and all activities that occur under your account and agree to indemnify, defend, and hold harmless Raven Health for any liability or expense arising from such use or misuse. You agree to immediately notify Raven Health of any unauthorized use of your account or any other breach of security known to you.
13. FORCE MAJEURE
Raven Health shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
14. GOVERNING LAW; EXPORTS; SEVERABILITY
(a). Governing Law. Raven Health is created and controlled by Raven Health in the State of Michigan, U.S.A., unless otherwise noted. These disclaimers, terms, and conditions of use are governed by the laws of the State of Michigan. By using any of Raven Health, you hereby consent to the exclusive jurisdiction and venue of courts in Detroit, Michigan in all disputes arising out of or relating to the use of the Raven Health Services. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
(b). Export Regulation. The Raven Health Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Raven Health Services to, or make the Raven Health Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Raven Health Services available outside the US.
(c) Severability. If any portion of these terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Raven Health’s failure to insist upon or enforce strict performance of any provision of these terms shall not be construed as a waiver of any provision or right.
15. Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE RAVEN HEALTH SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
16. ADDITIONAL TERMS
Additional terms and conditions may apply to the purchase of products and other uses of the Raven Health Services. By using any of Raven Health Services, you agree to such terms and conditions.
17. entire agreement
These terms and conditions are the entire agreement between the End User and Raven Health and supersede any prior understandings or agreements (written or oral).
Copyright Raven Health LLC 2022. All rights reserved.