WELLBE CHOICEPATH TERMS OF USE

Wellbe, Inc. (“Wellbe,” “we,” “us” or “our”) owns, operates and provides the web site located at https://choicepath.me (the “Site”). The following terms and conditions (these “Terms of Use”), together with the Privacy Policy located here (collectively the “Terms of Use”) govern your access to and use of the Site. Any user of the Site that is provided access to the site by a Wellbe customer for the purpose of configuring the Site to manage the care of an individual patient, or otherwise design clinical workflows or care paths on behalf of a Wellbe customer, is a “Provider User”. Any user of the Site that accesses the Site as an end user of the Site to manage his or her own healthcare journey, or receive information from a Wellbe customer related to his or her own healthcare or treatment is a “Patient User”. As used in these Terms of Use, “you”, or “your” refer to a Patient User. “Users” means Provider Users and Patient Users. If you are accepting these Terms of Use on behalf of a Patient User, Provider User, or other entity, you represent and warrant that you have full authority to act for and to bind that Patient User, Provider User, or other entity to these Terms of Use. In these Terms of Use, “You” and “Your” refer to the respective Patient User, on whose behalf you are accepting these Terms of Use. If you do not agree to these Terms of Use, or do not have necessary authority to enter into these Terms of Use, you shall not access or use the Site. Wellbe is willing to provide you with access and use of the Site according to the terms and conditions of these Terms of Use and the Privacy Policy.

1. Changes to the Terms of Use

We reserve the right at our discretion to change the Terms of Use at any time. We will post the most current version of Terms of Use to the Site.

If we make a material change to these Terms of Use, we will notify you by providing notice of the update to the email address you provided when you registered for the Site. Provider Users will be notified by providing notice to the Wellbe Customer who has granted the Provider User with access to the site. Additionally, we will notify all Users by posting a notice on the Site for a reasonable period of time after such changes are made and by changing the last modified date listed below.

Changes will take effect as described in the notice. If you use or access the Site after the change takes effect, you accept the Terms of Use as modified.

2. Access and Account Security

To access the Site or some of the resources offered on it, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all information you provide on the Site is current, correct, and complete. You agree that all information you provide to register with this Site is governed by our Privacy Policy here. If you choose, or are provided with, a username, password, or any other piece of registration or account access information as part of our security procedures, you must treat such information as confidential. You also acknowledge that your account is personal to you and agree to be responsible for the activity of any other person to whom you provide access to the Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you log out from your account at the end of each session. We reserve the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion, including if we determine you have violated any provision of these Terms of Use.

3. Restrictions on Use of the Site

You shall not directly or indirectly through or with one or more other persons (a) decompile, disassemble, or reverse engineer the Site to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site, or (iii) copy any ideas, features, functions, or graphics of the Site; (b) use the Site to develop a competing service or offering; (c) unless otherwise explicitly permitted in a separate agreement with us, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the content provided by the Site for the benefit of any third party; or (d) unless otherwise explicitly permitted in a separate agreement with us, remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Site.

4. Other Restrictions on Use and Access of the Site

You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties. In addition, when using or accessing the content the Site, you shall not directly or indirectly through or with one or more other persons:

  1. post or transmit any content that is infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, or violates any law or right of us or any third party;
  2. abuse, harass, impersonate, intimidate, or threaten any user;
  3. post or transmit any content that links to marketing schemes or off-topic content;
  4. post or transmit any content that contains software viruses or any other computer code, file, or program designed to interrupt, destroy, or limit the features or functionality of any software, hardware, or telecommunications equipment;
  5. use any robot, spider, scraper, or other automated means to access or use the content generated by the Site for any purpose without our express written permission, or otherwise take any action that may impose an unreasonable or disproportionately large load on our infrastructure;
  6. bypass any measures we may use to prevent or restrict access to or use of Site, or otherwise interfere or tamper with our administration or the proper working of the Site; or
  7. take any other action that is improper, unfair, or otherwise adverse to us or to the operation of the Site or detrimental to any user of the Site.

5. Intellectual Property Rights

The Site and its content which is owned or licensed by Wellbe, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, or our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except for: (i) temporary storage of such materials on your computer in RAM or caching incidental to your access and viewing of those materials, and (ii) if you are a Patient User, you may print off one copy of a reasonable number of pages of the Site as necessary solely for your own medical treatment. We reserve all right, title, and interest, express or implied, in and to the Site, our software and systems, our web applications, development tools, System Data, and other application services, and our logos, marks, data, information, and other content we provide (collectively the “Wellbe Technology”). “System Data” means technical, configuration, statistical, utilization, and other information related to the use of the Site.

6. Your Data, User Content

As between you and us, you own all data and other content input into the Site by you, which data and other content is not otherwise a part of the Wellbe Technology (collectively, “Your Data”). You hereby grant Wellbe a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, modify, make derivative works of, sell and import Your Data (a) to enable us to fulfill our rights and obligations under these Terms of Use and the Privacy Policy, (b) enable transfer of Your Data between Wellbe customer sites to enhance user experience, and (c) that we anonymize to develop and enable the Wellbe Technology. You (a) warrant that you have obtained or will otherwise obtain when inputted all rights, consents, and permissions necessary to input Your Data into the Wellbe Technology and to grant the foregoing rights to Wellbe, and (b) shall comply with all applicable laws with respect to the collection, use, retention, and disposal of all of Your Data. Wellbe may remove any of Your Data that Wellbe determines to be in violation of the foregoing warranty.

7. Suspension

We may suspend your access to the Site, in whole or in part, (a) to prevent damages to, or degradation of, the Wellbe Technology; (b) to comply with any law, court order, or governmental request; or (c) if you violate the terms of these Terms of Use. We will use reasonable efforts to provide you with notice before or promptly following any suspension of access to the Site. These Terms of Use are not to be construed as imposing any obligation on us to monitor Your Data, any data and other content input into the Site, or your use of the Site.

8. Indemnification.

You shall indemnify, defend, and hold harmless Wellbe and its affiliates and subsidiaries and successors and each of our and their respective officers, directors, employees, representatives, independent contractors, customers, and agents from and against any and all claims, losses, liability, damages, costs, fees, fines, penalties, charges, and expenses (including reasonable out-of-pocket expenses and attorneys’ fees) arising out of or relating to your breach or alleged breach of any of your representations, warranties or obligations under these Terms of Use, your violation of a law, your provision or receipt of any products or services to or from any third party, or infringement of the intellectual property rights of Wellbe or a third party.

9. Disclaimer of Warranties.

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. WELLBE AND ITS VENDORS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT. WELLBE MAKES NO WARRANTIES AND WILL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTION YOU, OR ANY THIRD PARTY MAY TAKE BASED ON YOUR DATA OR USE OF ANY WELLBE TECHNOLOGY, AND WELLBE WILL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH INFORMATION OR RESULT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WELLBE OR ITS AUTHORIZED REPRESENTATIVES CREATES ANY WARRANTIES OR IN ANY WAY INCREASES THE SCOPE OF WELLBE’S OBLIGATIONS UNDER THESE TERMS OF USE. THE SITE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT WELLBE AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED THIRD PARTIES (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. WELLBE WILL NOT BE LIABLE FOR ANY SUCH ACTIVITIES NOR WILL SUCH ACTIVITIES CONSTITUTE A BREACH BY WELLBE OF ITS OBLIGATIONS UNDER THESE TERMS OF USE IN CONNECTION WITH THE WELLBE TECHNOLOGY. YOU MAY ACCESS AND BE PROVIDED CONTENT OR OTHER INFORMATION REGARDING PRODUCTS AND SERVICES PROVIDED BY PERSONS AND ENTITIES OTHER THAN WELLBE (“THIRD PARTY INFORMATION”). ALL THIRD-PARTY INFORMATION IS PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND. WELLBE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY THIRD-PARTY INFORMATION, OR AS TO THE ACCURACY, CURRENCY, OR COMPREHENSIVENESS OF THE SAME. INFORMATION PROVIDED TO YOU VIA THE SITE IS NOT INTENDED TO BE USED AS MEDICAL DIAGNOSIS OR TREATMENT. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER ABOUT ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL CARE, TREATMENT, CONDITION, OR DIAGNOSIS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WELLBE, AND ITS AFFILIATES AND SUBSIDIARIES AND SUCCESSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATITVES, INDEPENDENT CONTRACTORS AND BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

11. Feedback

“Feedback” means suggestions, comments, requests, improvements, modifications, defect, bug and error reports, and other feedback provided by you or with respect to the Site or any of our offerings. Feedback is voluntary. We are not required to hold Feedback in confidence. You hereby grant Wellbe an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license (with the right to assign and sublicense) to use, display, copy, distribute, make derivative works of, sell, and import such Feedback and products and services that incorporate such Feedback.

12. General Provisions

12.1 Waivers. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under these Terms of Use, and no course of dealing between you and Wellbe, operates as a waiver or estoppel by Wellbe of any right, remedy, or condition. A waiver made by Wellbe in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person. To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy by Wellbe under these Terms of Use constitutes the election of an inconsistent right or remedy, that election does not either constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement by Wellbe of any provision of these Terms of Use.

12.2 Assignment. Without the prior written consent of Wellbe, you shall neither (a) assign, whether voluntarily or involuntarily, these Terms of Use or any of your rights under these Terms of Use, nor (b) delegate any performance under these Terms of Use except as otherwise expressly permitted by Wellbe in writing. Any purported assignment or delegation in violation of this section will be void. We may assign these Terms of Use and any or all of our rights and delegate any or all of our obligations hereunder by providing notice to you. These Terms of Use bind and benefit you and Wellbe and each of your and our respective heirs, executors, administrators, legal representatives, and permitted successors and assigns.

12.3 Governing Law. The laws of the State of Wisconsin govern all matters arising out of or relating to these Terms of Use, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in Dane County, Wisconsin for the purpose of any suit, action, or other proceeding arising out of or based upon these Terms of Use, which courts are the exclusive forum for any such suit, action, or other proceeding. If we are the prevailing party in any such dispute, we may recover our reasonable attorneys’ fees related to such dispute.

12.4 Severability. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms of Use will not be affected or impaired.

12.5 Entire Agreement. These Terms of Use are the complete and exclusive expression our agreement on the matters contained in these Terms of Use. All prior and contemporaneous negotiations, term sheets, letters, memoranda, and other discussions and agreements, either oral or in writing, between us on the matters contained in these Terms of Use are expressly merged into and superseded by these Terms of Use. No provision of these Terms of Use may be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into these Terms of Use you have not relied on any statement, representation, warranty, or agreement of Wellbe or any other party except for those expressly contained in these Terms of Use. You may have entered into, or may in the future enter into, one or more separate agreements relating to Wellbe’s provision of products or services not covered by these Terms of Use. These Terms of Use will not affect the terms of such other agreement or agreements and such other agreement or agreements will not affect the terms of these Terms of Use.

12.6 How to Contact Wellbe.

You can contact us via email (support@wellbe.me) or at the following address:

Wellbe, Inc.
8025 Excelsior Dr., Suite 108
Madison, WI 53717

To be effective, any notice to Wellbe given in connection with these Terms of Use must be in writing and (a) delivered in person, (b) mailed by certified or registered mail, return receipt requested, postage prepaid, (c) sent by same-day messenger or nationally recognized overnight delivery service, with all fees prepaid, or (d) sent by email, with acknowledgment of receipt by either the intended recipient or other third party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email). A notice to Wellbe is effective on the earlier of (x) the date it is delivered in person, (y) the date it is delivered to Wellbe as indicated by the date of the acknowledgement or signed receipt, or (z) with respect to an email, the date on which the email is confirmed, provided that if such date is not a business day or the confirmation time is after 5:00 p.m. local time of the recipient on a business day, then the following business day. We may update our email address or physical address at any time with notice to you or by posting the updated information to this page. Any notices to you shall be provided to via the email address or physical address you provide to Wellbe during the registration process. Notices to you are effective when Wellbe sends such notice.

These Terms of Use were last modified on September 29, 2020.