TERMS OF USE

The following Terms of Use (“Terms”) constitute an agreement between you and Circady, operated by Healios, Inc. (“Circady,” “we,” or “us”), the operator of circady.com and pro.circady.com (the “Site”) and related websites, applications, services and mobile applications provided by Circady and on/in which these Terms of Use are posted or referenced (collectively, the “Services”).

The Services are made available conditional upon and subject to your agreement to and compliance with these Terms of Use set forth below (the “agreement”). Please read this agreement carefully before accessing or using the Service. By accessing or using the Service, you agree to be bound by the Terms of Use set forth below. If you do not wish to be bound by these Terms of Use, you may not access or use the Service. The information contained in or made available to Users through the Service is presented in summary form only, is not exhaustive and should not be used in place or delay of a medical, psychological, clinical, therapeutic, or any other contact with a, qualified healthcare professional. Never delay in obtaining or disregard medical advice because of information obtained from this site.

Circady may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the site. You agree to review these Terms of Use periodically to be aware of such modifications and your continued access or use of the site shall be deemed your conclusive acceptance of the agreement as may be modified from time to time. These Terms of Use were last updated October 25, 2018.

 

USE OF SERVICE

By using the Services or registering an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. If you are the parent, legal guardian, or duly authorized personal representative of an individual, you may use the Services on behalf of this individual. If you are consenting on behalf of an entity, you represent and warrant that you are duly authorized to act on behalf of the entity and accept this Agreement on behalf of the entity.

Your use of the Service and the features, information and any other offerings is solely at your own risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

You assume total responsibility and risk for your use of the Service. Circady provides the Service and related information “as is” and does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the services, any merchandise information or on the Internet generally, and Circady shall not be liable for any cost or damage arising either directly or indirectly from any such use or transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, commentary, services, merchandise and other information provided through the website or on the Internet generally. Circady does not warrant that the service will be uninterrupted or error-free or that defects in the service will be corrected.

Portions of the Services are accessible without registering with us, but to actively use the Circady Services or have us process certain personal and health information, you may be required to register for the Services (an “Account”) and affirmatively accept the terms of this Agreement, including the Privacy Policy.

We may add, modify, or eliminate aspect(s), features or functionality of the Services from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for other commercially-reasonable purposes.

 

HEALTH-RELATED INFORMATION

We Do Not Provide Medical Advice or Services

Our Services are intended to enhance the communication, intervention and coordination between Users and Service Providers, including healthcare professionals. Circady itself does not provide professional medical advice, diagnosis, or treatment.

Circady is not responsible for health-related information provided to you through the Services comes from independent service providers, such as medical professionals and organizations, including answers to any health-related question you may submit through the Services. Any information that Circady itself may provide in connection with the Services is for informational purposes only, and is not intended as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. nothing stated or posted on the services more generally by Circady is intended to be, and must not be taken to be, the practice of medicine, dentistry, nursing, or other professional healthcare advice, or the provision of medical care.

Do not disregard, avoid or delay obtaining medical advice from a qualified healthcare provider. Do not use the services for medical emergency needs. If you experience a medical emergency, immediately call a Health Care Professional and 911. Your use of information provided through the Services is solely at your own risk.

We do not recommend or endorse any specific service providers, tests, procedures, opinions, or other information that may appear through the Services. If you rely on any information provided through the Services, you do so solely at your own risk.

Usual, customary and any other charges for any medical or related services rendered by Service Providers will apply and will be entirely your responsibility (including through your insurance). You must resolve any dispute between you or any Service Provider directly with the Service Provider, even if scheduling or other interactions were facilitated by our Services.

 

No Doctor Patient Relationship

No licensed medical professional/patient relationship is created by using information provided by, or through the use of, the Services or through any other communications from Circady. We make no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, expertise, quality of work, price or cost information or other information through the services. We do not in any way endorse or recommend any individual listed or accessible through the Services. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such information.

We have no control over, and cannot guarantee the availability of any Service Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from or related to the use of the Services whatsoever.

You are strongly advised to perform your own investigation prior to selecting a Service Provider by making confirming telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Service Provider by confirming with the Service Provider’s office, your current Service Provider, the medical association relative to the Service Provider’s specialty and your state medical board.

 

You are responsible for Choosing your Service Provider

You understand that you are ultimately responsible for choosing your own service provider to use the Service. Circady or its designee takes certain limited steps to (a) verify that Service Providers participating in the Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the services offered by them through the Services, and (b) verify that Service Providers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database. Circady may also exclude Service Providers from our Services who, in Circady’s discretion, have engaged in inappropriate or unprofessional conduct.

Service Providers listed or accessible through the Services with whom you may book appointments enter into contracts with us. Such Service Providers generally pay us a fee in order to be listed and/or marketed through the Services. We may provide you with lists and/or profile previews of Service Providers who may be suitable to deliver the healthcare that you are seeking based on information that you provide to us (such as specialization, insurance information and proximity to your geographical location). In an effort to aid in the discovery of Service Providers and enable the maximum choice and diversity of Service Providers who participate in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, Service Provider availability, past selections by and/or ratings of Service Providers by you or by other of our users, and past experience of our users with Service Providers); but we (a) do not recommend or endorse any Service Providers, (b) do not make any representations or warranties with respect to these Service Providers or the quality of the healthcare services they may provide, and (c) do not receive any additional fees from Service Providers for featuring them (i.e., higher or better placement on lists) through the Services.

In connection with the Services, you may affirmatively direct and authorize us to share your information with one or more specified service provider(s), including your personal information and Protected Health Information.

 

RESPONSIBILITIES FOR SERVICE PROVIDERS

If you are a Service Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:

• You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other information of another Service Provider for any purpose other than your own personal, non-commercial use, such as a patient or prospective patient with that Service Provider, or in connection with assisting a patient or prospective patient with a referral;
• You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the client or client categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or client or market allocation; and
• You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
• You are responsible for setting your configurable security settings in alignment with HIPAA requirements including security monitoring, reporting and notification of security incidents to Circady, network connectivity redundancy (as needed), disaster recovery in accordance with HIPAA requirements, and administering end user access to limit access appropriately.

 

SUBSCRIPTIONS

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). At the end of each Billing Cycle, your Subscription will renew under the same conditions unless you cancel it. You may cancel your Subscription through the online Apple or Google Play store and distribution channel through which you purchased the Service. We will not refund you when you cancel your Subscription during the course of the Billing Cycle.

Circady may modify the Subscription Fees at any time and at its sole discretion. Any Subscription Fee change will become effective at the end of the then applicable Billing Cycle.

 

Free Trial

Circady may at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). The Free Trial period for any subscription will last for the duration of the time indicated when you subscribed.

If you enter your billing information when signing up for the Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Circady reserves the right to modify the Terms of Use of the Free Trial offer, or cancel the Free Trial offer. You can request the deletion of your account at any time.

 

ACCOUNTS AND USER DATA

Accounts and Passwords

By accepting these Terms you confirm that you register account information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

We provide password guidelines. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

 

User Data

Any information that you upload or submit to us in connection with the Services or your Account, including but not limited to Protected Health Information (defined below), is referred to in this Agreement as “User Data”. You retain all Intellectual Property Rights in your User Data, subject to the rights, licenses, and other terms of this Agreement. “Intellectual Property Rights” means copyrights, trademarks, service marks, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.

You affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use—and authorize Circady to use—the User Data you provide in the manner described by this Agreement.

You agree that by providing any User Data in connection with the Services or your Account, you are granting Circady a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data non-publicly and internally to Circady for the purposes of providing the Services. You agree that the license includes the right to copy, analyze and use any of your User Data as Circady may deem necessary or desirable for research, troubleshooting, debugging, testing, supporting, enhancing or developing services in connection with the Services and future improvements to the Services. The license granted in this section is referred to as the “Services Data License.” You also acknowledge that the Services Data License granted to Circady with respect to your User Data will survive the termination of your Account to permit Circady to retain server copies with User Data, including for back-up, debugging, testing and record retention and legal purposes.

If you send us feedback, ideas, suggestions, or other materials in regard to the Services (other than your User Data), you waive any potential Intellectual Property Rights and agree that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

 

Protected Health Information

Circady will make no use of “Protected Health Information” (“PHI,” as defined by law at 45 C.F.R. § 160.103) except as permitted by this Agreement and applicable law, including but not limited to the Health Insurance Portability and Accountability Act of 1996, and any implementing regulations, as amended (“HIPAA”). With respect to all User Data, including PHI, Circady will comply with the terms of its Privacy Policy, which is found at https://circady.com/privacy-policy/.

Circady will make commercially reasonable efforts to maintain the Services in a manner that includes appropriate administrative, technical and physical security measures designed to protect the confidentiality, availability and integrity of User Data, including PHI as required by HIPAA.

 

DATA SECURITY

Our commitment to privacy and the way we use information you provide to us through the Services is detailed in the Privacy Policy. We follow generally accepted industry standards to protect the personal information submitted to us, including personal data, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security. We shall not be liable for any losses incurred by you in connection with unauthorized access or use by a third party of (i) the Services or (ii) your personal information.

 

INTELLECTUAL PROPERTY

The Service and its original content, features and functionalities are and will remain exclusive property of Healios, Inc. and its licensors. The Service is protected by copyright, trademark and other laws in the United States and other countries. Our copyrights and trademarks may not be used in connection with any product or service without the prior consent of Healios, Inc..

You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material, including text, graphics, code and/or software. You are permitted to print and download one copy of portions of material from the different areas of the Service solely for your own non-commercial use, provided that you agree not to alter or delete any copyright or proprietary notices from the materials.

 

TRADEMARKS

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of Circady. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved by Circady. Circady is a brand name used for products and services provided by Healios, Inc..

 

LIMITATIONS OF LIABILITY

IN NO EVENT WILL CIRCADY BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE WEBSITE, OR DOWNLOADED FROM THE WEBSITE. EVEN IF CIRCADY OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE WEBSITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, CIRCADY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

CIRCADY MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEBSITE WHICH YOU MAY ACCESS THROUGH THIS ONE OR WHICH MAY LINK TO THIS SITE. WHEN YOU ACCESS A NON-CIRCADY WEBSITE, PLEASE UNDERSTAND THAT IT NOT OTHERWISE ASSOCIATED WITH CIRCADY, AND THAT WE HAVE NO CONTROL OVER THE CONTENT ON SUCH OUTSIDE WEBSITE. IN ADDITION, A LINK TO A CIRCADY WEBSITE DOES NOT MEAN THAT WE ENDORSE OR ACCEPT ANY RESPONSIBILITY FOR THE CONTENT OR THE USE OF SUCH WEBSITE.

 

INDEMNIFICATIONS

You agree to indemnify, defend and hold harmless Circady, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the website from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the website.

We do not disclose information about identifiable individuals, but we may provide our study partners as well as third parties with aggregate information about our users (both website users and users of the Circady Service) to analyze for various purposes, including improving service content and delivery, or outcomes analysis. Where we provide aggregated information, information about identifiable individuals will not be identifiable within the aggregated data.

 

THIRD PARTY RIGHTS

The provisions of paragraphs “Use of the Service”, and “Indemnification” are for the benefit of Circady and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly on its own behalf.

 

LEGAL LIABILITY

This Agreement shall all be governed and construed in accordance with the laws of the United States applicable to agreements made and to be performed in the US. You agree that any legal action or proceeding between Circady and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the US. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Circady’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Circady may assign its rights and duties under this Agreement to any party at any time without notice to you.

 

DISPUTE RESOLUTION AND ARBITRATION

In the event of a dispute between you and Circady, other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Trenton, New Jersey. Notwithstanding the foregoing, either party may seek strictly injunctive or other non-monetary equitable relief to protect or enforce its Intellectual Property Rights in court. In the event that there is any dispute between you and Circady that is determined not to be subject to arbitration, exclusive jurisdiction shall be in state or federal court in New Jersey.

PURSUANT TO THIS AGREEMENT, YOU WAIVE ANY RIGHTS TO BRING, AND AGREE NOT TO PARTICIPATE IN, ANY CLASS ACTION, CONSOLIDATED, MULTI-DISTRICT OR COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Unless both you and Circady agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

You agree that this Agreement and the relationship between you and Circady shall be governed by the laws of the State of New Jersey.

 

 

TERMINATION

Termination by You

You may terminate this Agreement by closing your Account at any time for any reason. Circady shall have no further obligation or liability to you under this Agreement or otherwise, except as required by law (e.g., privacy, HIPAA).

Termination by Circady

Circady may suspend or terminate your Account for breach if you violate this Agreement or any other policies posted on the Services. Upon termination, you will remain liable for any unpaid amounts owed by you to Circady.
Circady may suspend or terminate your Account if we determine, in our discretion, that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Circady or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge Circady will have no liability to you in connection with such suspension or termination. We may also cancel or suspend your registration for any other reason, including inactivity for an extended period, but will attempt to notify you in advance of such cancellation or suspension.
Upon termination of your Account, all licenses granted by Circady to use the Services will automatically terminate.