20 January 2015
Twine Health, Inc. (Twine Health) owns and operates the website www.twinehealth.com (the Site). Twine Health also develops, operates and distributes certain software applications (Apps), which include hosted applications and applications for mobile devices. The Site and the Apps, together with the collaborative patient care services for coordination, management, coaching and communications by patients and health care personnel regarding medical conditions (including patient goal setting, care planning, compliance and outcome tracking), and the data collection, storage, analysis and reporting tools, functions and services, that are provided at the Site and/or via the Apps, are collectively referred to as the Service.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT REGISTER FOR, DOWNLOAD, ACCESS OR USE THE SERVICE. DOWNLOADING ANY APP, COMPLETING OUR REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF SERVICE, WITHOUT MODIFICATION.
Twine Health reserves the right, at its sole discretion, to update, modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Twine Health will use reasonable efforts to notify you of any material change in advance of the effective date of any change. Change notices may be communicated by postings at the Site, via the Apps, e-mail or otherwise. In any case, you should periodically check the Policies and other Terms of Service for changes. Continued access or use of the Service following any change to the Terms of Service constitutes your acceptance of those changes. The Terms of Service may not otherwise be amended, as they apply to you, except by a written agreement executed by you and Twine Health.
Twine Health may modify, suspend or terminate the Service (including without limitation, the Site or any App), in whole or in part, at any time.
The Service is intended by Twine Health to be made available only to individuals who (a) are at least 18 years old, or are at least 13 years old and who have the express permission of their parent or guardian and (b) are either a Clinician or Patient who has been specifically identified for onboarding and use of the Service by a Clinical Partner. As used in the Terms of Service: Clinical Partners are hospitals, clinics, practices or other medical groups or healthcare systems that have contracted with Twine Health to permit use of the Service by their respective Clinicians and Patients; Clinicians are practitioners, patient advocates, coaches or other individuals who (as employees of or contractors to a Clinical Partner) provide healthcare or related services to Patients; and Patients are individual patients of the Clinical Partner who receive medical treatments or other healthcare services from one or more Clinicians, or individuals who are properly authorized representatives of any such patient.
If you do not qualify, then you are prohibited from downloading, accessing, using and registering for the Service. Twine Health will not collect personally identifiable information from any person who is actually known to us to be under the age of 13. If we become aware that a person under 13 has provided personally identifiable information, Twine Health will take steps to remove such information and terminate that individual’s account, access and use of the Service.
The Clinical Partner, not Twine Health, is solely responsible for establishing the criteria and determining which of its Clinicians and Patients will be (and continue to be) eligible to use the Service. Without limiting the foregoing, the Clinical Partner is solely responsible for determining whether the Service will be (and continues to be) clinically appropriate and safe for each Patient. Twine Health will comply with any instruction from a Clinical Partner to discontinue offering the Service to any of its Clinicians or Patients. In addition, Twine Health may refuse to offer or continue offering the Service to any person and may change its eligibility criteria from time to time.
Although you may be able to visit the Site and download Apps without registering, you will not be able to access or use any valuable aspect of the Service. To complete your application for registration, you need to be specifically identified by your Clinical Partner, who will provide you with the necessary password or other similar credential.
The Service may be accessed: by visiting the Site directly; or by using an App that is downloaded from Twine Health (or a Channel Partner), which then communicates with Twine Health’s web servers. The term Channel Partner means any distribution platform operator or other third party who is authorized to make Apps available for distribution pursuant to arrangements with Twine Health. Currently, the only Channel Partners are Apple Inc. (Apple) via the App Store and Google Inc. (Google) via Google Play. The termBusiness Partners refers to and includes all Clinical Partners and Channel Partners.
Regardless of how you access the Service, to ensure the integrity of the Service, you must complete an account registration process and provide Twine Health with current, complete and accurate information, as more specifically required by then current registration procedures and operational prompts. If some or all of your registration information has already been provided to Twine Health by the Clinical Partner, then you will need to review and confirm, complete or correct your information.
By way of illustration and not limitation, you may be required to provide the following information in order to establish your account and register for and use the Service: name, address, telephone number, e-mail address, username, password and certain preferences and permissions. You are required to maintain and update your registration data from time to time, to ensure that it is always current, complete and accurate.
Twine Health may refuse to accept your application to register for the Service, in its sole discretion. Upon acceptance, Twine Health will activate the access credentials for your account. You are solely responsible for maintaining the confidentiality of your access credentials and other account information, and you will be solely liable for any and all activities under your account. You agree to notify Twine Health immediately of any unauthorized use of your user account or any other breach of security related to the Service.
At this time, Patients and Clinicians may access and use the Service without charge, but each of them is responsible for procuring all equipment and services needed to connect to the Service (such as, for example, mobile devices, computers, Internet services and cellular data services).
Twine Health does not offer or provide any kind of medical advice, health insurance or other healthcare service, including without limitation, any medical counseling, testing, medication, procedure or therapy related to the avoidance, prevention, diagnosis or treatment of any acute or chronic illness, disease or condition (collectively, Healthcare Services). The Service is not a substitute for professional Healthcare Services. Always seek the advice of your physician or other qualified healthcare provider with questions regarding any medical condition, or call 911 in an emergency.
The Service is intended only as a tool, which can be used to assist Patients and Clinicians in coordinating, managing and communicating about routine Healthcare Services. The Service is not intended for use in any emergency or urgent matter. As a result of its limited role as an intermediary between Patients and Clinicians, Twine Health has no control over the appropriateness, accuracy, quality, timeliness, scope, price or risks of or associated with any Healthcare Service. Therefore, you agree to release Twine Health from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Healthcare Services (including any injuries or disability arising therefrom).
To the extent that any Healthcare Services are offered to any Patient, they are provided by the applicable Clinical Partner and its affiliated Clinicians, not Twine Health. Accordingly, Healthcare Services are not deemed to be within the scope of the Service provided by Twine Health, and Twine Health shall have no obligation or liability regarding Healthcare Services.
Occasionally, Twine Health may provide non-medical coaching services, but not Healthcare Services, on behalf of a Clinical Partner, in which case it will be acting as a contractor to that Clinical Partner.
Twine Health does not recommend or endorse any specific Clinical Partner, Clinician or Healthcare Service.
The Service collects, stores, processes and analyzes Service Data and produces Analytics. Accordingly, whenever you interact with the Service, a variety of technologies are employed to automatically or passively collect Service Data.
The term Service Data means all data and information that are provided by you during registration and subsequent use of the Service (including messaging related to Healthcare Services or in response to coaching), and all other data and information about you that are otherwise discerned or collected by Twine Health based on your access and use of the Service. For clarity, Service Data includes, but is not limited to: Personal Data; browser or device type; operating system; time of day; identification of Site or App page views; use of particular Service features (such as, for example, report requests or viewing or responding to queries from Clinicians); geographic location.
The term Analytics means user profiles and statistics, metrics, abstractions and other analyses that are based on or derived from the Service, Service Data or your use of the Service (including without limitation, measurements of Service usage and performance), which are developed in a manner that does not disclose the identity of the Clinical Partner or any Clinician or Patient (such as, in the aggregate with other data, results and measurements) and that does not disclose any specific Service Data (unless in aggregated or de-identified form).
You hereby authorize Twine Health to use your Service Data and to exploit Analytics in the manner and for the purposes described in these Terms of Service, including without limitation: to use Service Data to communicate with you and (as applicable) your Patients, Clinician(s) and Clinical Partner; to include, copy, disclose, distribute, transmit and display Service Data in communications between a Patient and his or her Clinician (and vice versa) that have been properly initiated via the Service; to access, record, collect, copy, store, process, analyze and use Service Data to provide the Service (including with regard to the use of PHI in messaging between a Patient and his or her Clinician); to develop, improve, extend and test the Service (and underlying technology platforms); to design, develop and produce Analytics; to market and promote Twine Health and the Service using Analytics; and to disclose, distribute and transmit Service Data and/or Analytics to Clinical Partners.
At this time, the Service does not provide functions that permit Patients or Clinicians to cause or control the uploading or public posting of content or other information they think may be of interest to other users, or that permit Patients to cause or control messaging with other Patients.
The Site, Apps and all other aspects of the Service are provided only (a) in the case of Patients, for your personal, noncommercial use or (b) in the case of Clinicians, for your use related to providing Healthcare Services (within the scope of your duties for the applicable Clinical Partner) to Patients (whichever applies, the Authorized Use). ny unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which you are not authorized, or any commercial use by you, such as, for example, reselling any App or marketing Healthcare Services) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your account, username or password, including messaging conducted via the Service.
As a condition of use, you hereby promise not to use the Service for any purpose that is unlawful, or that is commercial in nature (such as, for example, collecting money, or advertising or promoting any product, service, pyramid scheme or other venture) or that is prohibited by the Terms of Service, or for any other purpose not reasonably intended by Twine Health. You agree to abide by all applicable local, state, national and international laws, regulations and rules.
By way of example, and not limitation, you agree not to (a) take any action or (b) provide any Service Data using any communications service, survey, feedback, App or other aspect of the Service, in any manner, that:
Twine Health may, at its sole discretion, immediately suspend or terminate your access to the Service should your conduct fail (or appear to fail) to strictly conform to any provision of this section.
Twine Health has no obligation to monitor the Service or any user’s use thereof. However, Twine Health reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may reasonably be necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including any inquiry from law enforcement).
If you are a Clinician, then you also agree to comply with all terms and conditions of the Service contract between Twine Health and the Clinical Partner with which you are associated.
You may be able to obtain an App, access the Service and/or communicate with the Service from, and you may be able to link or communicate from the Service to, applications, devices, distribution platforms and websites owned and operated by Channel Partners and Clinical Partners. These other applications, devices, platforms and websites are not operated or controlled by Twine Health, and you agree that Twine Health is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices, platforms and websites. Any such connection to or from the Service does not constitute or imply any guarantee or endorsement by Twine Health of that application, device, platform or website or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices, platforms and websites.
At this time, the Service does not include advertisements or promotions for or offers from Twine Health, Clinical Partners or other third parties.
The Service (including the Site, Apps and underlying technology platforms), and all content, materials, data and other information created by or for Twine Health (or its affiliates or licensors) and made available via the Service (collectively, Content), are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Twine Health (and its applicable affiliates and licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Twine Health, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content. However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your Authorized Use; provided, that you retain all copyright and other proprietary notices contained therein. Your systematic retrieval of data or other Content from the Service to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Twine Health's express prior written permission.
IMPORTANT: If you desire to access or use the Service or Content for any purpose other than Authorized Use, then you must first secure permission from Twine Health or other owner of that Content.
Reproducing, copying or distributing any App, or any Content, or any design elements from the Site or any App, for any other purpose is strictly prohibited without Twine Health's express prior written permission. Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Service is prohibited.
If you provide Twine Health with any idea, recommendation or other suggestion regarding possible corrections, changes, improvements or extensions related to the Service or Content (collectively, Feedback), in any form or by any means (whether through the Service, or by direct communication (e.g., e-mail) with Twine Health or any of its officers, directors, employees, representatives, agents or Business Partners), then you:
Twine Health may immediately terminate your access to all or any part of the Service (including without limitation, any App) at any time, with or without cause (including without limitation, upon instruction from the applicable Clinical Partner), with or without notice. If you elect to terminate your registration and account, you may do so at any time by sending an e-mail (that includes your e-mail address) to firstname.lastname@example.org.
Upon any termination, all rights and obligations of the parties under the Terms of Service shall cease, and you shall immediately stop accessing and using the Service and Content, except that (a) all obligations that accrued prior to the effective date of termination (including payment obligations, if any) and all remedies for breach of the Terms of Service shall survive, (b) Twine Health may retain and use Service Data in the manner described herein, but without disclosing any Service Data unless in aggregated or de-identified form and (c) the provisions of those sections of the Terms of Service that should reasonably be understood to continue in effect shall survive (including without limitations, the sections entitled Not Healthcare Services, Service Data and Analytics, Proprietary Rights, Feedback License, No Warranties, Limitation of Liability and Indemnification). After termination, Twine Health has no obligation to maintain any Service Data or to forward or preserve any unread or unsent messages to you or to any other user or third party.
THE SITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TWINE HEALTH AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY SERVICE DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY HEALTHCARE SERVICES SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED BETWEEN PATIENTS AND THE APPLICABLE CLINICIANS AND/OR CLINICAL PARTNERS.
You agree that Twine Health (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service. You agree that Twine Health (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any Patient or Clinician’s threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any Patient or Clinician’s violation of another person’s rights, including rights of publicity or privacy rights.
IN NO EVENT SHALL TWINE HEALTH (OR ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, APPS, CONTENT OR OTHER ASPECTS OF THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID TO TWINE HEALTH FOR THE SERVICE OR US $100.00, WHICHEVER IS GREATER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS GREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, NOTHING IN THE TERMS OF SERVICES IS INTENDED TO LIMIT OR EXCLUDE LIABILITY OF ANY CLINICIAN OR CLINICAL PARTNER AS REGARDING ITS PERFORMANCE OF HEALTHCARE SERVICES.
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to (a) defend Twine Health, its affiliates, licensors and Business Partners, and their officers, directors, employees, contractors and representatives (Indemnitees) against any action or suit by a third party that arises out of any transaction or other dealings between you and any other user or other Business Partner, your use or misuse of the Service, or your breach of any of your representations, warranties or covenants under the Terms of Service and (b) indemnify the Indemnitees for liabilities (resulting from settlements or judgment awards), costs and expenses (including without limitation, reasonable attorneys’ fees) related to such claims. In addition, Twine Health reserves the right to assume the exclusive defense and control of any matter subject to the foregoing indemnity, in which event you will assist and cooperate with Twine Health in asserting any available defenses.
You hereby expressly consent to the transmission, collection, storage, processing and use of the Analytics and your Service Data within, from and to the United States, in addition to the country where you are located (if not the United States). Twine Health makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Twine Health agree that any claim or cause of action arising out of or related to the Service must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, excluding its conflicts of law rules. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service.
Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Service shall be settled by binding arbitration in accordance with the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules. The arbitration shall take place in Boston, Massachusetts, USA. The proceedings shall be in English, all evidence shall be in English (or translated into English) and the governing law shall be as set forth herein. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in the applicable version of the Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that the Terms of Service and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.
Any arbitration under these Terms of Service will take place only on an individual basis; class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND TWINE HEALTH ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.
Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
The Terms of Service (including all then current Policies) are the entire agreement between you and Twine Health with respect to access, use and operation of the Service, and supersede all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between you and Twine Health with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
Your rights and obligations under the Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Twine Health's prior written consent. Twine Health may subcontract, delegate, assign or otherwise transfer any or all of its rights, licenses and obligations hereunder without your consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Service will be in writing, in English and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail or express courier, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail.
The Terms of Service and all Apps and Content provided by Twine Health are copyright © 2013-2015 Twine Health, Inc. and/or its licensors or suppliers.
TWINE HEALTH is the trademark of Twine Health. The names and logos of companies, products or services mentioned at the Site and in any App may be the trademarks or service marks of their respective owners, and shall not be deemed to create any endorsement or association between Twine Health and such owners.
All rights not expressly granted herein are reserved.
In the event that you obtain any App from Apple or Google, then the following shall apply:
If you have any questions regarding the Terms of Service or your dealings with the Service, please visit www.twinehealth.com/terms-of-service or contact us at:
Twine Health, Inc.
Attn: Terms of Service
Cambridge, MA 02139