These Terms of Service (“Terms”) govern your use of the services provided by Calyx Health, Inc. d/b/a Mabel (“we”, “us”, “our”, or “Company”), including without limitation our website, mobile or web applications, or other digital products that link to or reference these Terms (collectively, the “Services”). These Terms are a binding legal agreement between you or the entity you represent (“you”) and Company. In these Terms, “you” and “your” refer to you, a user of the Services. A “user” is you or anyone who accesses, browses, or in any way uses the Services.
Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 11, below.
Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the effective date of the changes.
By accessing or using the Services:
- You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Services or a registered user.
- If these Terms have materially changed since you last accessed or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms.
- You represent and warrant that you have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent.
- You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.
1. Accessing the Site
We grant you permission to access and use the Services subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind.
2. Account Registration and Account Security
Some or all of the Services may require you to register an account with us. You are responsible for maintaining accurate account information at all times, including a valid email address and billing information, and for all activities that occur in connection with your account. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or there is any unauthorized use of your account.
You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, or permit anyone else to use your account. We have the right to disable or close any user account at any time and for any reason.
3. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to, and will not assist, encourage, or enable others to use the Services to:
- Engage in any commercial purpose, except as expressly permitted under these Terms.
- Violate any applicable national, regional, federal, state, local, or international law or regulation.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person.
- Violate the legal rights (including rights of publicity and privacy) of others.
- Reverse engineer any portion of the Services.
- Modify, adapt, reproduce, distribute, translate, create derivative works of, publicly display, sell, trade, or otherwise exploit the Services without authorization.
- Remove or modify any copyright, trademark, or other proprietary rights notice.
- Record, process, harvest, collect, or mine information about other users.
- Use any robot, spider, or other automatic device or process to access the Services.
- Transmit any viruses, worms, or other items of a destructive nature.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services or related servers and networks.
- Attack the Services via a denial-of-service attack or otherwise interfere with the proper working of the Services.
4. IP Ownership; Content; Electronic Communications
We own the Services and all of our trademarks, logos, branding, and any other content we create in connection with the Services (“Company Content”), including all related proprietary rights (“Company IP”). Except as expressly provided herein, we do not grant you any express or implied rights, and all rights in the Company IP are retained by us.
You understand that when using the Services, you will be exposed to content from a variety of sources, and Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of such content.
Your Content. You alone are responsible for content, including any patient information, that you submit or transmit to, through, or in connection with the Services (“Your Content”), and you assume all risks associated with Your Content. You represent that you own or have the necessary rights, consents, and permissions to use Your Content as described herein, and that Your Content is true and accurate.
Marketing Campaigns. If you electronically approve a marketing campaign via the method specified in the Services, that approval is an express and binding consent authorizing Company to execute and carry out such campaign, including using Your Content, including patient information, for such purposes. Company may combine, segment, or otherwise analyze Your Content to prepare collective profiles and aggregate information; any insights or predictive information derived from such analysis may be inaccurate and should not be relied upon.
Electronic Communications; Mobile Services. Communications between you and us may occur electronically, and you consent to receive communications from us in electronic form, including SMS, MMS, or other text messages. We may use an autodialer to communicate with you. Message and data rates may apply. You may opt out of text messages at any time by texting STOP.
5. Links to Other Sites
If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the content of those websites or resources and cannot accept responsibility for them. If you access any third-party website linked to the Services, you do so entirely at your own risk.
6. No Guarantee of Service
The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time.
7. Disclaimer of Warranties
Company hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose. The Services are provided on an “as is” and “as available” basis.
8. Limit of Liability
To the maximum extent permitted by law, in no event shall Company be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the Services. Company’s aggregate liability under these Terms shall be limited to fees actually paid by you in connection with the Services in the six (6) months preceding the event giving rise to your claim or, if no fees apply, one hundred U.S. dollars ($100).
9. Indemnification
You shall indemnify and hold harmless Company, its affiliates and licensors, and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, losses, costs, or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms, your use of the Services, any of Your Content, your violation of any third-party right, your breach of applicable law, or your negligence or willful misconduct.
10. Governing Law
This Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California.
11. Arbitration and Class Action Waiver
Arbitration. For any dispute with Company, you agree to first contact us at support@getmabel.com and attempt to resolve the dispute informally. If the dispute has not been resolved within sixty (60) days, we each agree to resolve any claim arising out of or relating to this Agreement by binding arbitration administered by JAMS under its Optional Expedited Arbitration Procedures, conducted in Los Angeles County, California, unless otherwise agreed.
Class Action/Jury Trial Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative action. You and Company are each waiving the right to a trial by jury or to participate in a class action of any kind.
12. General Terms
These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior understandings and agreements. If any provision of these Terms is held invalid or unenforceable, that provision shall be modified or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect. These Terms are not assignable or transferable by you without Company’s prior written consent, but may be assigned by us without restriction.
13. Contact
All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to support@getmabel.com.