Terms of Service
Last Updated: January 23, 2020
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR ARE CONTEMPLATING ACTING UPON THOUGHTS OF SUICIDE, CALL 911 OR THE NATIONAL SUICIDE PREVENTION LIFELINE (1-800-273-8255) IMMEDIATELY.
These terms and conditions (“Service Terms”) govern your (“you” or “your”) access to, and use of, the Jaspr Health website (the “Site”) and services, including the Jaspr Health web application and/or any software applications provided by Jaspr Health (collectively the “Services”) of Evidence-Based Practice Institute, Inc., dba Jaspr Health (“Jaspr Health”). These Service Terms do not alter in any way the terms of any written agreement signed by you and Jaspr Health. By using the Services, you accept these Service Terms and all agreements, documents, or policies incorporated by reference. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Service Terms on such entity’s behalf and the term “you” shall refer to you personally and such entity. The Site and Services are both owned by Jaspr Health.
Jaspr Health reserves the right to change or modify any of the terms and conditions contained in these Service Terms or any policy or guideline or to modify or discontinue the Services, including any software, mobile or web applications (“App(s)”), products, courses or other services offered by Jaspr Health at any time and in its sole discretion. We will give you notice of any changes or modification to these Service Terms or any policy or guideline by posting the revised agreement on the applicable website(s) or app(s), notifying you upon opening the applicable app or Service, and/or sending you an email to the last email address you provided to us (if any). Any changes or modification will go into effect after the new effective date and by your continued use of Jaspr Health Services following the new effective date will constitute your acceptance of such changes or modifications. We may require you to provide consent to the updated agreement(s) before further use of the Service(s) is permitted. Your continued use of Jaspr Health Services following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Some of our services may have additional rules, policies, and procedures (“Additional Terms”). Where Additional Terms apply, we will make them available to you to read through in connection with your use of that Service. By using that Service, you agree to the Additional Terms.
Our Services may incorporate, link to, or otherwise include information, data, documentation, instructions, guides, or other content prepared by Jaspr Health and/or third parties (“Content”). The use of Jaspr Health and its Content is at your own risk. Jaspr Health, its contributors, and their respective agents, representatives, affiliates, employees, heirs, and successors in interest, assume no liability for, or relating to, the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of Jaspr Health services.
You agree to provide us with complete and current registration information. You are not eligible to use our Services unless you are at least 13 years old and otherwise have the legal capacity to enter into a binding contract in your jurisdiction. Persons under 13 years of age are prohibited from providing personal information on our Website(s) or via our App(s). Under no circumstances may our Services be used by a child under 13 years old. If you are an unemancipated minor over the age of 13, you may only use our Services if such use has been approved of by your parent or legal guardian, you use our Services under their or a designate’s supervision, and your parent or legal guardian has agreed to these Terms (and, if applicable, your User Agreement) on your behalf. By using the Services you represent that you are of legal age and authority to enter into these Service Terms.
If you are the parent, guardian or designate of an unemancipated minor, you may use the Services and parents and guardians may enter into these Service Terms on behalf of such minor. By doing so, you represent and warrant that you have the legal capacity to act on behalf of such minor; and you acknowledge and agree, in such capacity, that all provisions of these Terms (and User Agreement, if applicable) that applicable to you are equally applicable to such minor.
If you provide us with any feature requests, comments, suggestions or other feedback (“Feedback”), you hereby: (i) agree that such Feedback is provided on a non-proprietary and non-confidential basis, and (ii) grant us a perpetual, non-exclusive, worldwide, royalty free and fully paid-up, freely transferable, irrevocable license, with the right to sublicense through infinite levels of sublicensees, to incorporate, copy, reproduce, adapt, disclose, and use without limitation the Feedback for any purpose.
Registration for the Service
If you wish to utilize the Services, you will be required to register by providing information about yourself (or your designee) and, if you are registering on behalf of an entity, information about that entity (such as identification, credit card information and contact details). You represent that any such information you provide is accurate, complete and updated. Failure to do so constitutes a breach to these Service Terms and may result in a termination of your account and access to the Services. You are responsible for maintaining the security and confidentiality of your account password. You are also solely responsible for all activities that occur through your User ID and password. You agree not to access or use, or attempt to access or use, the Services or any part thereof using the identity, User ID or password of any person other than you. You agree to immediately notify Jaspr Health of any unauthorized use of your User ID or password.
If you are a healthcare provider or agent authorized by a healthcare provider entering User Content on behalf of a patient, you agree that the User Content you provide on the patient’s behalf is accurate and thorough; that the patient has agreed to allow you to use our Services and provided you will all necessary consents; that you will review and update information for accuracy and that you will immediately remove any User Content entered on the patient’s behalf when instructed to do so by the patient.
Because the information collected by Jaspr Health is intended to be used in conjunction with health care and interpreted by a healthcare professional, we recommend that patients work directly with healthcare providers when viewing, updating, and deactivating User Content.
HIPAA grants patients certain rights to access and correct certain health information their healthcare providers retain about them. Patients should submit requests to access or correct their health information directly to their healthcare providers.
You represent and warrant that (a) you own and control all of the rights to the User Content that you add to Jaspr Health or you otherwise have the right to post such User Content and to grant the rights granted herein; (b) the User Content is accurate and not misleading; and (c) distribution of the User Content you supply in accordance with your direction does not violate these Service Terms and will not violate any rights of or cause injury to any person or entity. You hereby waive any moral rights you may have in such User Content only to the extent necessary to allow Jaspr Health to provide the Services.
The Site and Services and all content, including, without limitation, the Jaspr Health trademarks, Jaspr Health logos, and all designs, text, graphics, images, information, data, software, documentation, sound files, other files and the selection and arrangement thereof are the property of, Jaspr Health and are protected by U.S., Canadian, and international copyright, trade secret and other intellectual property laws. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
You agree that Jaspr Health, at its sole discretion, has the right to screen, reject, or remove any User Content, or portion thereof, saved on our servers that infringes our, or any third party intellectual property rights. Jaspr Health reserves the right to disclose any such material saved on our servers as necessary to satisfy any applicable law, regulation, legal process or governmental request.
You should save all of your User Content through alternate storage solutions inasmuch as Jaspr Health does not warrant the security or reliability of its Services.
You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, rewarding, and safe experience in connection with our Services. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to Jaspr Health. You agree not to engage in any of the following in your use of the Services:
- Violate any laws or regulation;
- Post content that is intentionally false, deceptive, deceitful, harassing, threatening;
- Post content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any content, you represent and warrant that you have the right to distribute and reproduce such content as provided under these Service Terms;
- Post content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity or perform any other similar fraudulent activity, such as phishing;
- Transmit any viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files;
- Use any means to scrape or crawl any Web pages or content contained in the Site or Services (although Company may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, and Company reserves the right to revoke these exceptions either generally or in specific cases);
- Use automated methods to use the Site or Apps;
- Attempt to circumvent any technological measure implemented by Jaspr Health or any of Jaspr Health’s providers or any other third party (including another user) to protect the Services, Site, App, or any Jaspr Health system;
- Resell, lease, distribute, publicly display, or rent the Site or the Service;
- Use the Site or Services for anything other than their intended purpose;
- use of any portion of the Site or Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
- Make the Site or Services available to any third parties without permission from Jaspr Health;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; or
- Advocate, encourage, or assist any third party in doing any of the foregoing.
Any use of the Site and/or Service that violates these Terms is strictly prohibited and may result in your exclusion from the Site and/or Service. Unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. You agree to use the Site and/or Service and any information obtained from the Service and your use thereof solely for the purposes authorized by these Terms of Service. You will not circumvent Jaspr Health’s intended limitations for any feature of the Service as reflected in the Jaspr Health documentation from time to time. You will not encourage or promote the use of the Service in any manner or for any purpose that is not permitted under these Terms of Service. You will not use or attempt to use the Service in any manner that is unfair, deceptive, or otherwise unlawful or harmful to Jaspr Health, any Jaspr Health clients, or any other third party.
If you elect to download the App, the following also applies: Jaspr Health grants you a personal, revocable, non-exclusive, non-transferable license (without a right to sublicense) to download, install and use a copy of the App on a single mobile device or computer that you own or control solely for your personal and professional use, subject at all times to these Service Terms, including the restrictions on use, the acceptable use provisions and our right to remove your Content (as defined below) at our discretion at any time. Furthermore, with respect to any App accessed through or downloaded from an App Store such as the Android Market or Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (i) on a product that runs the operating system for which it was intended and (ii) as permitted by the “Usage Rules” set forth in the corresponding App Store. Use of the App from a third-party App Store is also subject to the provisions of Section 10.
Links to Other Sites
Jaspr Health may provide links to third-party web sites. Jaspr Health also may select certain sites as priority responses as a result of entries provided by you when setting up the Jaspr Health App and/or other services. Jaspr Health does not recommend and does not endorse the content on any third-party sites. Jaspr Health does not monitor and is not responsible for the content of linked third-party sites, sites framed within the Jaspr Health Mobile Application and/or other services, third-party sites provided, or third-party advertisements, and do not make any representations regarding their content or accuracy. Your use of third-party sites is at your own risk and subject to the terms and conditions of use for such sites. Jaspr Health does not endorse any product, service, or treatment advertised on such sites.
Services are provided to subscribers of Jaspr Health or provided to patients and/or employees of subscribing organizations (e.g., hospitals, other health care organizations). If you subscribe to the Services, you shall be charged in advance for such amount as you select when subscribing for the Services until such time as you or Jaspr Health terminate the Services. Termination of your account will result in no further charges being made upon your credit card or other account, but no refunds shall be issued for any reason except where promised herein or within Jaspr Health’s sole discretion. All charges and payments shall be in U.S. dollars. Jaspr Health reserves the right to collect certain taxes or other assessments from you in order to comply with local, state, federal, or international laws and regulations, as required now or later imposed. If you claim exemption from any taxes, you shall provide Jaspr Health with documentation required by the taxing authority to support an exemption. Jaspr Health reserves the right to change the price of its Services upon (30) days’ notice to you and you will be given the opportunity to terminate the Services prior to such increase becoming effective.
Consent to Receive Emails and Notice
As long as you maintain your registration, you may not “opt out” of receiving account-related emails from Jaspr Health. The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. The notice address of Jaspr Health shall be email@example.com or such other address as is provided by Jaspr Health to you). Your address for the receipt of notices pursuant to these Service Terms shall be the current email address listed by you in your account profile.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Jaspr Health has adopted a policy of terminating, in appropriate circumstances and at Jaspr Health’s sole discretion, access to those who are deemed to be repeat infringers. Jaspr Health may also, at its sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others.
We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
3131 Western Avenue, Suite 414
Seattle, WA 98121
Email address: firstname.lastname@example.org
When you download our Services or Apps, you may do so through a third party’s App Store. You acknowledge that the terms of these Service Terms are between you and us and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Services, including the App. The following applies to any App Store Sourced Application:
- Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.
- You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
- You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Jaspr Health and the App Store Owner, Jaspr Health, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Service Terms.
- You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of these Service Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of these Service Terms, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of these Service Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms in these Service Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
- You and we acknowledge that, as between Jaspr Health and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
The JASPR HEALTH trademarks remain property of Jaspr Health, and you agree that your use of the Site, Apps, or Services shall generate no rights in the trademarks.
Indemnity and Hold Harmless
You agree to defend, indemnify and hold harmless Jaspr Health, its corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to the site, the materials, the services, your use or inability to use the Services, or any User Content you post including without limitation any actual or threatened suit, demand or claim arising out of or relating thereto, your conduct, your violation of these Service Terms or your violation of the rights of any third party.
Jaspr Health, its contributors, their licensors, their suppliers, their respective agents, representatives, affiliates, employees, heirs, and successors in interest, or any third parties mentioned on Jaspr Health services are not liable for any personal injury, including death, caused by your use or misuse of Jaspr Health, its services, or its content. Any claims arising in connection with your use of Jaspr Health Services must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms and Conditions are exclusive and are limited to those expressly provided for in these Terms and Conditions.
Compliance with Laws
You represent and warrant that your use of the Services shall comply with all local, state and federal laws.
Jurisdiction and Dispute Resolution
You expressly agree that exclusive jurisdiction for any dispute over Jaspr Health, its services, or in any way relating to your use of Jaspr Health, resides in the courts of either the State of Washington, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of State of Washington in connection with any such dispute including any claim involving Jaspr Health, their licensors, their suppliers, their respective agents, representatives, affiliates, employees, heirs, and/or their successors in interest.
These Terms and Conditions are governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles.
In the event of any controversy between the parties, the parties hereto shall consult and attempt to reach a solution satisfactory to both parties. If they fail to do so within a period of thirty (30) days, then either party may, by notice to the other, demand mediation under the mediation rules of the American Arbitration Association. If resolution is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim shall be settled by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Seattle, Washington. The arbitrator shall render a written opinion including findings of fact and law and the award and/or determination of the arbitrator shall be binding upon the parties, and their respective administrators and assigns, and shall not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration shall be shared equally by the parties unless the arbitration determines that the expenses shall be otherwise assessed and the prevailing party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings shall be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit shall not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange shall be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously. This Section shall not apply to claims concerning the ownership, validity, infringement, misappropriation, disclosure, misuse or enforceability of any confidential information, patent right, copyright, mask work, trademark or any other trade secret or intellectual property. To the fullest extent permitted by applicable law, no arbitration or claim shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to the Service be instituted more than two (2) years after the cause of action arose. In the event that any term of this Section (Arbitration) is held to be in conflict with a mandatory provision of applicable law, such conflicting term shall be modified automatically to comply with such provision and the remainder of this Section shall not be affected.
Term and Termination
These Service Terms shall continue until such time as either party terminates the agreement. Upon Termination, the account holder must pay for the Services through the date of termination. Jaspr Health has the right to terminate the Services without cause only by providing thirty (30) days prior notice to the email account listed by you in your user account information. In such event, you shall be refunded any unearned fees paid in advance. You agree and acknowledge that Jaspr Health will deactivate your account and archive your data for a period of five (5) years (or longer if required by law) as necessary to comply with legal obligations, resolve disputes, and enforce our agreements and other authorized uses under these Service Terms and will retain anonymized data for use as described above.
Termination for Cause
Jaspr Health may immediately terminate these Service Terms in the event of your material breach of the terms or conditions of these Service Terms. Any breach of your payment obligations or unauthorized use of your account will be deemed a material breach of these Service Terms.
Assignment; Change in Control
These Service Terms may be assigned in its entirety by the account holder in connection with the sale, transfer or reorganization of all or substantially all of the practice or business to which these Service Terms relates; provided that each of the following conditions are satisfied in full: (a) an authorized representative of the transferor or transferee notifies us in writing of the transfer, the legal name of the transferee, and date of transfer; (b) the transferor or transferee submits to us such written certifications, assurances (which may include a written opinion of your counsel identifying us as beneficiaries entitled to rely on such opinion) or instruments as we, in our sole discretion, may request; and (c) we are satisfied, in our sole discretion, of the validity of the certifications, assurances or instruments submitted pursuant to clause (d). Otherwise, these Service Terms may not be assigned by you without the prior written approval of Jaspr Health, and any assignment without such consent shall be void and of no effect but may be assigned without your consent by Jaspr Health to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
Waiver, Entire Agreement
If any provision of these Service Terms or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render these Service Terms as modified legal and enforceable to the maximum extent permitted under applicable laws.
The party entering into these Service Terms hereby acknowledges, represents and warrants that he or she is expressly and duly authorized to enter into these Service Terms and to legally bind said party to these Service Terms. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Jaspr Health.
Notice to California Users
Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Disclaimer of Warranties
Except as stated herein, the service, site, and apps are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. Except as stated above, Jaspr Health disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or intellectual property infringement. Jaspr Health does not represent or warrant that the service, app, or any of the information available in or on the site, the, or any other part of the services, are accurate, complete, reliable, current or error-free. Jaspr Health does not represent or warrant that it’s servers or any part of the site or service are free of viruses or other harmful components.
Limitation of Liability
In no event shall Jaspr Health or any of its corporate affiliates, independent contractors, service providers or consultants, or any of their respective directors, employees and agents, be liable for any direct, special, indirect or consequential damages, including but not limited to, loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way related to or connected with the service, site, apps, or the materials contained in or accessed through the service, including without limitation any damages, loss or injury caused by or resulting from reliance on any information obtained from Jaspr Health, the site, or any other part of the service, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Jaspr Health’s records, programs or services. The aggregate liability of Jaspr Health, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or any other theory, arising out of or relating in any manner to the use of the site, any other part of the service, shall not exceed any compensation you pay, if any, to Jaspr Health.
If you are a California resident, you waive California civil code section 1542, which says “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party” or other like provisions of similar import.
You may contact us by writing or calling us at:
3131 Western Avenue, Suite 414
Seattle, WA 98121
Phone: (833) 780-0087
You acknowledge that your use of the Site and/or Service may result in Jaspr Health disclosing certain of its Confidential Information to you. “Confidential Information” refers to certain information that Jaspr Health reasonably regards as proprietary or confidential relating to its business, customers, products, proposed products, plans, inventions, processes and techniques, including without limitation: (i) information, software, designs, text, graphics, pictures, reviews, and sound files implemented or used by Jaspr Health in its products or to support its business operations; (ii) trade secrets, business plans, strategies, methods and/or practices; (iii) computer systems architecture and configurations; (iv) information which is governed by any now-existing or future non-disclosure agreement between you and Jaspr Health; (v) any other information relating to Jaspr Health that is not generally known to the public, including information about personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and (vi) any and all analyses, compilations, or notes prepared which contain or are based on any of the above information.
You agree to hold in confidence and not use or disclose any Confidential Information except in accordance with this Agreement. You may disclose Confidential Information, on a need-to-know basis, to your personnel who have agreed in writing to non-disclosure terms at least as protective as the provisions of this Section, for purposes permitted in this Agreement, subject to the condition that you shall be liable for their breach of this Section.
The obligations set forth in this Section do not apply to Confidential Information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party. Notwithstanding the Confidentiality Obligations set forth in this Section, each party may disclose Confidential Information of the other party as permitted by law (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or (ii) on a “need-to-know” basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section to its legal counsel, accountants, contractors, consultants, banks and other financing sources.
You agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to Jaspr Health and that, in the event of such breach, Jaspr Health will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
Except for the payment of fees, if the performance of any part of these Terms by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered, or delayed by such causes.
PLEASE PRINT A COPY OF THESE SERVICE TERMS FOR YOUR RECORDS AND PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THESE SERVICE TERMS.