Terms of Use

This Terms of Use (the “Terms” or “Agreement”) are made by and between you in your individual capacity and on behalf of the entity or business for which you are an authorized representative (“you”, “your”, or “user”) and Collabrios Health Holdings, LLC (“we”, “us”, “our”, or “Collabrios”) (each a “Party” and collectively, the “Parties”) and governs your access and use of collabrioshealth.com, and subdomains owned, operated or controlled by us, and any Content (defined below) available through the foregoing (collectively, the “Site”).

BY ACCESSING AND/OR USING THE SITE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE WEBSITE AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE. This Agreement incorporates by reference our Privacy Policy. Please read the Privacy Policy and this Agreement carefully. These Terms do not apply to any website linked to or from this Site, including our electronic medical record platform or third-party administrator platform.

SECTION 10 “DISPUTE RESOLUTION” CONTAINS A BINDING ARBITRATION AGREEMENT, CLASS ARBITRATION AND CLASS ACTION WAIVER, AND PRIVATE ATTORNEY GENERAL ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST COLLABRIOS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. Please follow the instructions in the Dispute Resolution provision below if you wish to opt out of this provision.

We may update or change the Terms from time to time, at our sole discretion, with or without notice to you.  Your continued use of any part of the Site constitutes acceptance of such change.  Although we may endeavor to notify you when substantive changes are made to the Terms, you should periodically review the most up-to-date version prior to using the Site.  If you do not agree to any modifications of these Terms, you must discontinue use of the Site.

1. License and Restrictions to Use of the Site.
   1. Subject to the terms and conditions of this Agreement, Collabrios hereby grants to you a non-transferable, non-sublicensable, nonexclusive, royalty-free, limited license to access and use the Site for personal and non-commercial purposes.
   2. Collabrios reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Collabrios will not be liable to you or to any third-party for any modification, suspension, or discontinuation of the Site or any part thereof.
   3. You are prohibited from using the Site: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Site, or unduly burdening or hindering the operation and/or functionality of any aspect of the Site; (vi) to attempt to gain unauthorized access to or impair any aspect of the Site, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Site in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Site, disassemble the Site, or otherwise attempt to derive the source code of the software that enables or underlies the Site, except as may be permitted by applicable law; and (xii) encouraging or assisting a third-party to do any of the foregoing.
   4. You are solely responsible for your use of the Site and Collabrios does not control, endorse, or approve your use of the Site. Collabrios is not responsible for any human error caused by you or any third party. Collabrios is not obligated to review your use of the Site, and we do not regularly monitor use of the Site. However, we may choose, in our sole discretion, to review your use of the Site and take any available legal action in response to illegal and/or unauthorized uses of or access to the Site.

2. Proprietary Rights. All information, graphics, photographs, format, design and other content on the Site (collectively, “Content”) and the operation and interface of the Site are protected by copyright law and other intellectual property laws and are owned by or licensed to Collabrios or its affiliates with permission of the licensor. Unless you are the Content owner, you may not copy, modify, duplicate, create derivative works from, republish, display, transmit, or distribute the Content in any way without the prior written consent of Collabrios. You may not use our tradenames, logos, or trademarks owned by Collabrios (“Trademarks”) without the prior written consent. Additionally, you may not use our Trademarks (a) in connection with any product or service that does not belong to us, (b) in any manner that is likely to cause confusion about whether we are the source, sponsor, or endorser of a product, service, or activity, or (c) in any manner that may damage our reputation. Any breach of this Agreement shall immediately terminate the license and rights granted by Collabrios hereunder, and may subject you to civil and/or criminal prosecution.

3. Transmission of Information. Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we cannot be, and are not, responsible for the security of information that you choose to communicate with Collabrios while it is being transmitted.  In addition, Collabrios is not responsible for any data lost during transmission.

4. DISCLAIMER OF WARRANTIES.

1. THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. COLLABRIOS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 
2. For purposes of clarification, but not limitation, of the foregoing: neither Collabrios nor any of its PARENT OR SUBSIDIARIES, or AFFILIATES, and each of their employees or agents warrant that use of the Site will be uninterrupted or error-free; nor do they make any warranty as to (i) the accuracy, completeness, timeliness, reliability or content of any information or service offered through the Site; (ii) that the quality of any services, information, or other material that you obtain will meet your expectations; or (iii) that the files available for downloading or sharing from the Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifests contaminating or destructive properties.

5. Limitation of Liability.
   1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL COLLABRIOS, ITS AFFILIATE, PARENT, OR SUBSIDIARIES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS THEREOF BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR OTHERWISE IN CONNECTION WITH THE SITE. COLLABRIOS SHALL NOT BE RESPONSIBLE FOR ANY COSTS OR EXPENSES RESULTING FROM YOUR USE OF THE SITE.  FOR PURPOSES OF CLARIFICATION, AND NOT LIMITATION, OF THE FOREGOING, COLLABRIOS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), REGARDLESS OF THE NATURE OF SUCH DAMAGES AND REGARDLESS OF WHETHER COLLABRIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
   2. COLLABRIOS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOST DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY CONTENT OR USER COMMUNICATION. COLLABRIOS IS NOT RESPONSIBLE FOR OR LIABLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK, COMPUTER ONLINE SYSTEM, SERVER OR PROVIDER, COMPUTER EQUIPMENT, MOBILE DEVICE, SOFTWARE, OR FAILURE OF EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE ARISING OUT OF OR RELATED TO USE OF THE SITE.
   3. If applicable law in your jurisdiction limits or prohibits application of some or all of the above limitations on liability, those provisions should be interpreted to limit Collabrios’ liability to the fullest extent permitted by applicable law.

6. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, release, hold harmless, and defend (only if requested) Collabrios, its parent and subsidiaries, and affiliates, and each of their directors, officers, employees, and agents (“Indemnified Parties”) from and against all liabilities, losses, damages, and costs (including reasonable attorneys’ fees) that the Indemnified Parties may incur based on claims arising out of your use of the Site or your violation of these Terms. Indemnified Parties reserve the right to assume the exclusive defense and control of any matter for which Indemnified Parties are entitled to indemnification.  You agree to provide Indemnified Parties with cooperation we may reasonably request.

7. Communications With You. By providing your email address to Collabrios, you authorize Collabrios to communicate with you regarding your use of the Site or if you contact us.  You agree to receive e-mail communications that are necessary for the normal functioning of the Site or for operation of services or provision of information that you have requested, and to promptly comply with any and all such e-mail communications. 

8. Your Representations and Warranties. You represent and warrant that (a) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; (b) you are not listed on any United States government list of prohibited or restricted parties; (c) you are of sufficient legal age in your jurisdiction to enter this Agreement; (d) your access and use of the Site does not violate any agreement between you and any third party; (e) you will not upload, disclose, or otherwise provide (or attempt to provide) any Protected Health Information (as defined by HIPAA) to Collabrios using or through the Site; and (f) your access and use of the Site do not violate any applicable local, state, national or international law, rule, or regulation in your jurisdiction, including, without limitation, laws governing online conduct and the unlawful export of software or technical data to restricted individuals or countries.

9. Third-Party Websites and Content. The Site may contain third-party content or links to third-party websites. Collabrios is not responsible for third-party content or third-party websites, including the content, accuracy, or opinions expressed on such websites, and such websites are in no way investigated, monitored, or checked for accuracy or completeness by Collabrios.  Inclusion of any linked third-party website on the Site does not imply approval or endorsement by Collabrios.  When you access these third-party websites, you do so at your own risk and become subject to any terms of use and/or privacy policies of those third-party websites.

10. DISPUTE RESOLUTION. PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
    1. Arbitration of Disputes.
       1. YOU AND COLLABRIOS MUTUALLY AGREE TO RESOLVE ANY JUSTICIABLE DISPUTES, PAST, PRESENT OR FUTURE, BETWEEN THE PARTIES, OR BETWEEN OR AMONG YOU AND ANY OF COLLABRIOS EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, OR ASSIGNS, EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION INSTEAD OF A COURT OR JURY TRIAL. Except as it otherwise applies, this Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), or if the Federal Arbitration Act does not apply, then the arbitration law of the State of Delaware, and shall apply to any and all claims arising out of or relating to these Terms or your use of the Site (including without limitation the scope, enforceability, validity, or conscionability of this Dispute Resolution provision) whether arising under federal, state, or local statutory and/or common law.
       2. Notice of Disputes. If either Party initiates arbitration, the initiating Party must notify the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the Party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by you must be delivered to: Collabrios Health, ATTN: LEGAL, 3736 Mount Diablo Blvd, Lafayette, CA 94549.
    2. Delegation Clause. Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution provision, including without limitation any claim that all or any part of this Dispute Resolution provision is void or voidable. One arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, illegal, void, or voidable. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND COLLABRIOS ARE WAIVING THE RIGHT TO BRING A CLAIM IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS DISPUTE RESOLUTION PROVISION (SECTION 10). This Dispute Resolution provision is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Dispute Resolution provision are expressly excluded from the requirement to arbitrate.
    3. Arbitration Procedures. The arbitration will be governed by the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, but will not be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. Unless you and we agree otherwise, any arbitration hearings will take place in New York, New York. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Collabrios and you. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.
    4. No Class Arbitration. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COLLABRIOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
    5. Class Action Waiver. PLEASE READ. YOU AND COLLABRIOS MUTUALLY AGREE THAT BY ENTERING INTO THIS DISPUTE RESOLUTION PROVISION, BOTH PARTIES WAIVE THEIR RIGHT TO HAVE ANY DISPUTE OR CLAIM BROUGHT, HEARD OR ARBITRATED AS A CLASS ACTION OR COLLECTIVE ACTION, AND AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR OR ARBITRATE ANY CLASS OR COLLECTIVE ACTION (“CLASS ACTION WAIVER”). Notwithstanding any other clause contained in this Mutual Arbitration Provision or the AAA Rules, any claim in court or arbitration that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Collabrios may lawfully seek enforcement of this Dispute Resolution provision and the Class Action Waiver and seek dismissal of such class or collective actions or claims. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.
    6. Private Attorney General Action Waiver. PLEASE READ. THIS DISPUTE RESOLUTION PROVISION AFFECTS YOUR ABILITY TO BRING OR PARTICIPATE IN PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTIONS. BOTH YOU AND COLLABRIOS AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTION, OR AS A MEMBER IN ANY SUCH PRIVATE ATTORNEY GENERAL PROCEEDING (“PRIVATE ATTORNEY GENERAL WAIVER”). Notwithstanding any other clause contained in this Dispute Resolution provision or the AAA Rules, any claim in court or arbitration that all or part of this Private Attorney General Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a private attorney general action and (2) there is a final judicial determination that all or part of the Private Attorney General Waiver is unenforceable, the private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Private Attorney General Waiver that is enforceable shall be enforced in arbitration. Collabrios may lawfully seek enforcement of this Dispute Resolution provision and the Private Attorney General Waiver and seek dismissal of such private attorney general representative actions or claims. The Private Attorney General Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.
    7. Your Right to Opt Out of this Dispute Resolution Provision. PLEASE READ. ACCEPTANCE OF THIS DISPUTE RESOLUTION PROVISION IS NOT A MANDATORY CONDITION OF YOUR RELATIONSHIP WITH COLLABRIOS, AND THEREFORE YOU MAY SUBMIT A STATEMENT NOTIFYING COLLABRIOS THAT YOU WISH TO OPT OUT AND NOT BE SUBJECT TO THIS DISPUTE RESOLUTION PROVISION. In order to opt out of the Dispute Resolution Provision, You must notify Collabrios by sending or hand delivering to Collabrios Health, ATTN: LEGAL, 3736 Mount Diablo Blvd, Lafayette, CA 94549; email Address: contact@collabrioshealth.com, a written notice signed and dated by you stating that you are opting out of the Dispute Resolution provision. In order to be effective, your opt out notice must be provided within thirty (30) days of you first using the Site. You will not be subject to retaliation as a consequence of a decision to opt out, and if you opt out you may pursue available claims and remedies in a court of law (but not arbitration). Should you not opt out within 30 days of first using the Site, continuing your relationship with Collabrios constitutes mutual acceptance by you and Collabrios of the Dispute Resolution provision. If you opt out of the Dispute Resolution provision, you and Collabrios will continue to be mutually bound by all other terms of these Terms. The right to opt out described in this paragraph applies only to the Dispute Resolution provision and not any other provision of these Terms.
    8. Severability. Except as otherwise provided in the Dispute Resolution provision, in the event that any portion of this Dispute Resolution provision is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Dispute Resolution provision shall be given full force and effect.
    9. Future Changes to this Dispute Resolution Provision. If Collabrios makes any changes to the Dispute Resolution provision of these Terms (other than a change to the address at which Collabrios will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution provision), you may reject any such change by sending us written notice within 30 calendar days of the change to: contact@collabrioshealth.com. It is not necessary to send us a rejection of a future change to the Dispute Resolution provision of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 10 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 10, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Dispute Resolution provision, as modified by any changes you did not reject.

11. Governing Law; Jurisdiction and Venue. To the extent that the Agreement allows you or Collabrios to initiate litigation in a court, other than for small claims court actions, you agree that this Agreement and all matters relating to your access to, or use of, the Site will be governed by the laws of the State of Delaware, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any dispute arising out of or relating to this Agreement and the parties waive any objection based on venue or inconvenient forum.

12. Miscellaneous. Collabrios’ failure to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other provision at a later time. Collabrios may, at any time, in its sole discretion and without notice to you, assign some or all of its rights and obligations under this Agreement.  You may not assign your rights or delegate your duties under this Agreement without the prior written consent of Collabrios.  If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalid, illegal or unenforceable provision shall be modified, if possible, to lawfully effect the intent of the parties and shall not affect the existence or enforceability of any other provision of this Agreement. We make no representation that any Content on the Site is appropriate or available for use in jurisdictions that are outside the United States. Access to the Site from jurisdictions where such access is illegal is prohibited. If you choose to access the Site from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.

13. Contact. Please direct any questions or comments concerning these Terms to contact@collabrios.com.