Updated: January 1, 2018
Welcome to Curadux. Our mission is to help patients and families navigate critical or chronic illnesses. To achieve our mission, we provide our Users with a variety of Services. To use our Services, you must agree to use our Services consistent with our mission, these Terms of Service (“Agreement”), and applicable laws.1.2 Acceptance
Curadux may provide, now or in the future, a “Health Story” that is designed to help you create personalized and prioritized information that can be downloaded and shared with your medical team to help ensure that they are basing their medical advice on the unique values and goals of individual patients. You agree to conduct a thorough review of all information contained in the Health Story prior to downloading and communicating the Health Story to any third-parties to ensure that the information is complete and accurate. You understand that it is your responsibility to communicate the Health Story to your medical team, and once downloaded we have no control over how the Health Story is actually used in practice by your medical team.2.2 Health Story Reviews
Curadux may provide, now or in the future, a “Health Story Review” that involves one (1), 50-minute virtual meeting with a Care Guide to review and refine your Health Story. You understand that by requesting a Health Story Review, a Care Guide will have the ability to edit the content of your Health Story in consultation with you, and that it is your sole responsibility to review the Health Story prior to downloading or otherwise sharing the Health Story with any third-party, including medical teams.2.3 Care Guidance
Curadux may provide, now or in the future, “Decision Guidance” services delivered through a Care Guide who will educate you on the care options presented by your medical team, and help you ask additional questions of your medical team in order for you to make informed treatment and end-of-life decisions. A single Decision Guidance meeting shall be one (1), 50-minute virtual meeting with a Care Guide.2.4 Support
Curadux will provide support services to Members by phone (855-5-CURADUX) and online during normal business hours, 9:00 AM to 5:00 PM Central Time. We cannot guarantee a response within a particular time period, but we expect to usually respond within 24 hours of any inquiry.
For Individual Members, the price of our Services will be set forth on our Pricing Page. For Group Members, the pricing will be set forth in a separate agreement with your Sponsor; to access our Services you must request an access code from the Administrator of your Sponsor. Pricing does not include processing fee3.2 Payment
Individual Members shall make payment directly on the Curadux website, or through other links provided by Curadux, using a major credit card, debit card, or bank account. If you pay by credit card or debit card, you authorize us to use a third party to process your payment, and you consent to the disclosure of your payment information to such third party. All fees are payable upfront, and no refunds or pro-rations will be given without our written consent. All fees are exclusive of taxes, which we will charge as applicable.3.3 Responsibilities
Our Agreement and prohibitions are designed to protect our mission, our Users, and our Services from people and activities that seek to undermine them. For this reason, we are committed to enforcing the terms and conditions of this Agreement and you agree that we may take reasonable actions to verify your compliance with our Agreement.
Curadux respects the intellectual property of others, and we ask our Users to do the same. Under the Digital Millennium Copyright Act (DMCA), we are required to expeditiously remove or disable access to material that infringes copyright upon becoming aware of the copyright infringement. If you are a copyright owner or an agent of a copyright owner, you may submit a copyright infringement notification in accordance with the procedures below.5.1 Copyright Agent
Copyright Agent: Curadux LLC
P.O. Box 12043
Austin, Texas 78711
Before submitting a copyright infringement notification, please understand that when you do so, you are initiating a legal process and you should consider whether fair use, fair dealing, or a similar exception to copyright applies. We strongly encourage you to consult with an attorney before submitting a notification since misrepresentations of copyright infringement may result in monetary damages, including costs and attorney’s fees caused by the misrepresentation. If you make false claims of copyright infringement, we may suspend or delete your account, or take other legal action against you.5.3 Infringement Notification
We will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to our Copyright Agent with the subject line, “DMCA Takedown Request”. You may also contact our Copyright Agent by mail or facsimile. To be effective under the DCMA, the notification must be in writing and contain the following information:
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner or their agent, or pursuant to law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
Failure to comply with these requirements may invalidate your counter-notice. If a valid counter-notice is received by our Copyright Agent, Curadux will send a copy of the counter-notice to the original complaining party informing that person that Curadux may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be reinstated within 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.5.5 Repeat Infringers
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we may also terminate a User’s account if the User is determined to be a repeat infringer.
We hope we never have a dispute with you and will make good faith efforts to resolve any dispute that may arise between us through informal means. In the event we are unable to resolve the dispute through informal means, to save you and us valuable time and money, you agree that any controversy or claim arising out of or relating to this Agreement or our Services, or the breach thereof, shall be settled through final and binding arbitration in Travis County, Texas, administered by the American Arbitration Association (AAA) in accordance with its Arbitration Rules. The parties agree that there shall be a single arbitrator who is a U.S. citizen, has experience with and knowledge of the healthcare sector and software-as-a-service businesses. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.6.1 Notice of Dispute
In the event of a dispute, either party must give the other a Notice of Dispute, which will include a written description that sets forth the name, email address, phone number, mailing address of the party initiating the dispute resolution process, as well as a description of the facts giving rise to the dispute and the relief that is being sought. Any Notice of Dispute must be sent to Curadux by email at firstname.lastname@example.org and U.S. Mail to Curadux, ATTN: CHIEF LEGAL COUNSEL, P.O. Box 12043, Austin, Texas 78711. Curadux will send any Notice of Dispute to the email address and/or mailing address that you provide us.6.2 Waiver
Any proceedings to resolve any dispute in any forum will be conducted solely on an individual basis. Neither you nor Curadux will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.6.3 Consolidation
In the event this dispute relates to Services we provide involving third-parties, including contractors, subcontractors, suppliers, or any other third-party, these third-parties shall be bound, each to each other, by this arbitration agreement, provided that they are bound by this Agreement or another contract that incorporates this Agreement by reference or signed any other agreement to be bound by this arbitration agreement. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. If more than one arbitration is begun under any such agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator(s) selected in the first-filed of such proceedings shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that (those) arbitrator(s).6.4 Confidentiality
The parties agree, and the arbitrator shall issue an order providing that all pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in relation to the arbitration be kept strictly confidential; and that any award issued by the arbitrator shall be entered under seal in a court of competent jurisdiction. The parties agree that any party may seek a separate order from a court of competent jurisdiction enforcing the arbitrator’s order protecting the disclosure of pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in the arbitration, provided that such motion and responses thereto shall be filed under seal.
The length of the Agreement will commence on the date your payment is received by Curadux and will continue until all services have been requested and provided, or a period of 1 year, whichever is sooner. In addition to any amounts owed by either party prior to termination, the sections 4-7 of this Agreement shall survive termination.7.1 Term
The length of the Agreement will commence on the date your payment is received by Curadux and will continue until all services have been requested and provided, or a period of 1 year, whichever is sooner. In addition to any amounts owed by either party prior to termination, the sections 4-7 of this Agreement shall survive termination.7.2 Jurisdiction
You agree that this Agreement shall be governed by and interpreted in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the state of Delaware, without regard to principles of conflict of laws. Subject to section 6, you agree that any judicial proceeding to resolve claims relating to this Agreement or our Services will be brought in the federal or state courts of Travis County, Texas. Both you and Curadux consent to venue and personal jurisdiction in such courts.7.3 Indemnity
THE CONTENT AND INFORMATION YOU POST, AND ACTIONS YOU ENGAGE IN, WHILE USING OUR SERVICES ARE YOUR RESPONSIBILITY. YOU AGREE TO HOLD CURADUX, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SERVICE PROVIDERS HARMLESS FROM AND DEFEND THEM AGAINST ANY CLAIMS, COSTS, DAMAGES, LOSSES, EXPENSES, AND ANY OTHER LIABILITIES, INCLUDING ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF OUR SERVICES, YOUR VIOLATION OF THIS USER AGREEMENT, AND/OR YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY OR PERSON.7.4 No Warranty
TO THE EXTENT ALLOWED UNDER LAW, CURADUX (AND THOSE THAT CURADUX WORKS WITH TO PROVIDE OUR SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS, WHETHER ORAL OR ELECTRONIC (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE, LOSS OF USE, OR LOSS OF YOUR USER CONTENT. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.7.5 Limitation of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS CURADUX HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), CURADUX (AND THOSE THAT CURADUX WORKS WITH TO PROVIDE OUR SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT). IN NO EVENT SHALL THE LIABILITY OF CURADUX (AND THOSE THAT CURADUX WORKS WITH TO PROVIDE OUR SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS MORE THAN THE FEE PAID BY YOU FOR YOUR SERVICES. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CURADUX AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF CURADUX HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.7.6 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the use of our Services must be filed by you within one (1) year after the cause of action arises, or such claim or cause of action is barred.7.7 Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.7.8 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the extent necessary to render it enforceable without losing its intent. If no such modification is possible, that provision will be severed from the rest of this agreement. If we do not enforce any right or provision in this user agreement, that is not to be deemed a waiver of our right to do so in the future. The headings in this Agreement are for convenience and do not control any of its provisions.7.9 Amendments
“AAA” means the American Arbitration Association.
“Case” means a set of services designed to assist someone who is experiencing an illness.
“Content” means anything our Users post, provide, or share through our Services, including but not limited to your account and profile information, messages, updates, intelligence, and feedback you’re willing to provide.
“Curadux” means Curadux LLC, a limited liability company organized under the laws of the State of Delaware and doing business in Texas.
“DMCA” means the Digital Millennium Copyright Act of 1998, as amended.
“Group Member” means a person whose Curadux membership was paid for by a Sponsor.
“Individual Member” means a person who paid for their own Curadux membership.
“Information” means facts and other information about you, including actions taken by Users who interact with our Services.
“Member” means a person who is authorized to create an account and use our Services.
“Organizer” means a type of Member who creates a case on behalf of a patient.
“Parties” means you and Curadux.
“Patient” means a type of Member who is experiencing an illness and creates a case on their own behalf.
“Pricing Page” means http://www.curadux.com/pricing.
“Services” means the applications, features, products, services, and websites provided by Curadux now existing or later developed. (Curadux may create supplemental terms to govern certain types of Services which Users will have the opportunity to review and either accept or decline.)
“Sponsor” means an organization who has entered into an agreement with Curadux to provide Services for a certain number of Group Members.
“Supporter” means someone who has been invited by a Member to participate in the health decision-making of someone who is experiencing an illness.
“Use” means to use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
“Users” means Members and Visitors.
“Visitors” means unregistered users of our Services.
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