Terms & Conditions

Effective: November 30, 2018

Last Updated: November 30, 2018

Groove Health, Inc. (“Groove Health” or “we”) provides an online service to help users organize, track and manage information related to their medications, health, and overall care (the “Groove Health Services” or the “Services”), accessible via our mobile applications for the iOS or Android operating systems, or our website, accessible at groovehealthrx.com (collectively, the “Site”). Please read the following Terms & Conditions (“Terms”) carefully. These Terms govern your access to and use of the Groove Health Services, and constitute a legally binding contract between you and Groove Health.

By accessing or using the Groove Health Services, you agree to be bound to all of the terms and conditions described in these Terms. If you do not agree to all of these Terms, you have no right to access or use the Groove Health Services.

Groove Health Does Not Provide Medical Advice

IF YOU ARE HAVING A MEDICAL EMERGENCY, DIAL 911 IMMEDIATELY.

Groove Health does not provide medical or pharmaceutical advice. We are not health care providers and our Services are not intended to replace healthcare providers or pharmaceutical providers.

The Groove Health Services are not intended to provide health or medical advice. The Services are not intended for the diagnosis of disease or other conditions, or the cure, mitigation, treatment, or prevention of disease, or intended to affect the structure or any function of the body. The Services do not provide patient-specific diagnosis or treatment recommendations and are not intended to replace the judgement of clinical personnel or to perform any clinical assessment.

Eligible Users

The Groove Health Services are only available to users who are at least 18 years old. Any access to or use of the Groove Health Services by anyone under 18 years old is strictly prohibited. By downloading the Groove Health mobile app or accessing and using the Groove Health Services you represent and warrant that you are 18 years old or older.

Creating a Groove Health Account

You have the option to register and create an account with Groove Health (your “Account”), however you are not required to register to use Groove Health. If you choose to create an account with Groove Health, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Groove Health reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.

You will be asked to create a password when you create your Account. Groove Health does not have access to your passwords. You are responsible for maintaining the confidentiality of your password and Account. You agree that you will not disclose your password to any third party and agree to notify us if your password is lost, stolen, or disclosed to a third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.

If you are creating an account on behalf of another person, by accepting these terms you attest that you are authorized by that person to create an account on their behalf.

You, and not Groove Health, are responsible for maintaining and protecting all Account Content. Groove Health will not be liable to you for any loss or corruption of your Account, or for any costs or expenses associated with backing up or restoring content related to your Account.

Ownership

Our website, App and all of the Groove Health Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, we or our licensors exclusively own all right, title and interest in and to the App and the Service, including all documentation and associated intellectual property rights. You may not copy, further develop, reproduce, re-publish, modify, alter, download, post, transmit or otherwise use any material made available in the Service. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the App or the Service, including in any Content. You acknowledge and agree that any suggestions or comments you may provide regarding the App or the Service (“Feedback”) will be the sole and exclusive property of Groove Health and you hereby irrevocably assign to us all of your right, title and interest in and to all Feedback.

User Content and Submissions

You acknowledge and agree that you are solely responsible for all information, data, content and other materials that you upload, post, email, transmit or otherwise make available through our Services (“User Content”).

You acknowledge that Groove Health has no obligation to pre-screen any User Content, although we reserve the right in our sole discretion to pre-screen, refuse or remove any User Content. Unless expressly agreed to by Groove Health in writing elsewhere, Groove Health has no obligation to store any User Content and has no responsibility or liability for the deletion or accuracy of any User Content or the failure to store, transmit or receive transmission of User Content.

You grant to Groove Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your User Content (in whole or in part) for the purposes of operating, providing and improving the Site to you and to our other users and you represent and warrant that you have all rights and licenses necessary to grant such license. Without limiting the foregoing, Groove Health may share your User Content with certain of its third party partners to enable such third parties to provide services and targeted marketing to you and may use and disclose such User Content as otherwise permitted in our Privacy Policy. Such third party partners’ use of your User Content will be in accordance with their privacy policies.

To view Groove Health’s practices regarding the personal information you make available via the Site, please see the Groove Health Privacy Policy, which can be found here.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Groove Health “Feedback” is at your own risk and that Groove Health has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Groove Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, provision and improvement of the Site.

As a condition of your use of our Services, you agree not to use our Services for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any User Content on or through our Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) interferes with or attempts to interfere with the proper functioning of our Services or uses the Services in any way not expressly permitted by the Terms; or (iv) attempts to engage in or engage in, any potentially harmful acts that are directed against our Services, including but not limited to violating or attempting to violate any security features of our Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in our Services, introducing viruses, worms, or similar harmful code into our Services, or interfering or attempting to interfere with use of our Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

Disclaimers

GROOVE HEALTH SERVICES AND RELATED CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GROOVE HEALTH EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GROOVE HEALTH MAKES NO WARRANTY THAT ITS SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GROOVE HEALTH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR GROOVE HEALTH CONTENT AVAILABLE FROM OR OBTAINED THROUGH THE GROOVE HEALTH SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY GROOVE HEALTH CONTENT OR PROFILE CONTENT OBTAINED THROUGH THE GROOVE HEALTH SERVICES. PROFILE CONTENT IS SUBMITTED SOLELY BY MEMBERS AND GROOVE HEALTH HAS NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS OR ACCURACY OF THE SAME.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GROOVE HEALTH OR THROUGH THE GROOVE HEALTH SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL COSTS, DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WE INCUR IN RELATION TO, ARISING FROM, OR FOR THE PURPOSE OF AVOIDING, ANY CLAIM OR DEMAND FROM A THIRD PARTY THAT YOUR USE OF THE SERVICE OR THE USE OF THE SERVICE BY ANY PERSON USING YOUR ACCOUNT VIOLATES ANY APPLICABLE LAW OR REGULATION, OR THE RIGHTS OF ANY THIRD PARTY.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE GROOVE HEALTH SERVICES, INCLUDING WITHOUT LIMITATION ANY PHARMACY ASSISTANCE, REMAINS WITH YOU. NEITHER GROOVE HEALTH NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE GROOVE HEALTH SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE GROOVE HEALTH SERVICES OR THE INABILITY TO USE OR ACCESS A PROFILE OR ANY SPECIFIC PROFILE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GROOVE HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL GROOVE HEALTH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR GROOVE HEALTH SERVICES (INCLUDING WITHOUT LIMITATION ANY PHARMACY ASSISTANCE) EXCEED THE AMOUNTS YOU HAVE PAID TO GROOVE HEALTH FOR USE OF THE SAME, IF YOU HAVE MADE ANY PAYMENTS TO GROOVE HEALTH FOR USE OF THE SAME OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GROOVE HEALTH AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Links to Other Sites

Groove Health may provide links to third-party web sites. Groove Health does not recommend and does not endorse the content on any third-party websites. Groove Health is not responsible for the content of linked third-party sites, sites framed within the Groove Health Site or third-party sites provided as search results, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites.

Termination

If you breach any of the terms of these Terms, we have the right to suspend or disable your access to or use of our Services. You may cancel your use of our Services by contacting us.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

General

These Terms are governed by the laws of the State of Delaware, without regard to any conflict of laws rules or principles. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services, and supersede and replace any prior agreements we might have between us regarding the Services. If we make any material changes to these Terms, we will notify you of such changes by posting them on Groove Health or by sending you an email or other notification or message (including push notifications and in-app news notices) and we will indicate when such changes will become effective. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.

Contacting Groove Health

If you have any questions about these Terms, please contact Groove Health at

[email protected].

Cerner Multum End-User License Agreement

This product utilizes the Cerner Multum, Inc. platform (the “Multum Product” or “Service”), which contains information provided by Cerner Multum, Inc. (“Multum”). The Multum Product and the “Client System” are separate products provided by separate entities. The Multum Product is intended for use in the United States. The Service is a service provided to you by Cerner Multum, Inc. (“Cerner”). The Service and the users of the Cerner Multum, Inc. product are separate products provided by separate entities. The Service is intended for use by consumers in the United States.

Every effort has been made to ensure that the information provided in the Service is accurate, up-to-date, and complete, but no guarantee is made to that effect. In addition, the drug information contained herein may be time sensitive.

The Service does not endorse drugs, diagnose patients, or recommend therapy. The Service is an informational resource designed to assist licensed healthcare practitioners in caring for their patients and provide consumers with drug specific information. Healthcare practitioners should use their professional judgment in using the information provided. The Service is not a substitute for the care provided by licensed healthcare practitioners and consumers are urged to consult with their healthcare practitioner in all instances. The absence of a warning for a given drug or drug combination in no way should be construed to indicate that the drug or drug combination is safe, effective or appropriate for any given patient.

Cerner does not assume any responsibility for any aspect of healthcare administered or not administered with the aid of information the Service provides.

DISCLAIMER OF WARRANTIES

THE END-USER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, CERNER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR NATURE OF THE CONTENT OF THE SERVICE, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN ADDITION, WITHOUT LIMITING THE FOREGOING, THE SERVICE HAS BEEN DESIGNED FOR USE IN THE UNITED STATES ONLY AND COVERS THE DRUG PRODUCTS USED IN PRACTICE IN THE UNITED STATES. CERNER PROVIDES NO CLINICAL INFORMATION OR CHECKS FOR DRUGS NOT AVAILABLE FOR SALE IN THE UNITED STATES AND CLINICAL PRACTICE PATTERNS OUTSIDE THE UNITED STATES MAY DIFFER SUBSTANTIALLY FROM INFORMATION SUPPLIED BY THE SERVICE. CERNER DOES NOT WARRANT THAT USES OUTSIDE THE UNITED STATES ARE APPROPRIATE.

The End-User acknowledges that updates to the Service are at the sole discretion of Cerner. Cerner makes no representations or warranties whatsoever, express or implied, with respect to the compatibility of the Service, or future releases thereof, with any computer hardware or software, nor does Cerner represent or warrant the continuity of the features or the facilities provided by or through the Service as between various releases thereof.

Any warranties expressly provided herein do not apply if: (i) the End-User alters, mishandles or improperly uses, stores or installs all, or any part, of the Service, (ii) the End-User uses, stores or installs the Service on a computer system which fails to meet the specifications provided by Cerner, or (iii) the breach of warranty arises out of or in connection with acts or omissions of persons other than Cerner.

ASSUMPTION OF RISK, DISCLAIMER OF LIABILITY, INDEMNITY

THE END-USER ASSUMES ALL RISK FOR SELECTION AND USE OF THE SERVICE AND CONTENT PROVIDED THEREON. CERNER SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, MISSTATEMENTS, INACCURACIES OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE SERVICE OR ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY.

THE END-USER ACKNOWLEDGES THAT CERNER: (A) HAS NO CONTROL OF OR RESPONSIBILITY FOR THE END-USER’S USE OF THE SERVICE OR CONTENT PROVIDED THEREON, (B) HAS NO KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH THE SERVICE OR CONTENT PROVIDED THEREON MAY BE USED BY THE END-USER, (C) UNDERTAKES NO OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE SERVICE, AND (D) HAS NO LIABILITY TO ANY PERSON FOR ANY DATA OR INFORMATION INPUT ON THE SERVICE BY PERSONS OTHER THAN CERNER.

CERNER SHALL NOT BE LIABLE TO ANY PERSON (INCLUDING BUT NOT LIMITED TO THE END-USER AND PERSONS TREATED BY OR ON BEHALF OF THE END-USER) FOR, AND THE END-USER AGREES TO INDEMNIFY AND HOLD CERNER HARMLESS FROM ANY CLAIMS, LAWSUITS, PROCEEDINGS, COSTS, ATTORNEYS’ FEES, DAMAGES OR OTHER LOSSES (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RELATING TO (A) THE END-USER’S USE OF THE SERVICE OR CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH AND (B) ANY DATA OR INFORMATION INPUT ON THE SERVICE BY END-USER, IN ALL CASES INCLUDING BUT NOT LIMITED TO LOSSES FOR TORT, PERSONAL INJURY, MEDICAL MALPRACTICE OR PRODUCT LIABILITY. FURTHER, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL CERNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR DOWN TIME, EVEN IF CERNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION CONTAINED WITHIN THE SERVICE IS INTENDED FOR USE ONLY AS AN INFORMATIONAL TOOL AND END-USERS ARE URGED TO CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL REGARDING THEIR SPECIFIC SITUATION FOR DIAGNOSIS OR BY PHYSICIANS AND PROFESSIONALS WHO SHOULD RELY ON THEIR CLINICAL DISCRETION AND JUDGMENT IN DIAGNOSIS AND TREATMENT. AS BETWEEN THE END-USER AND CERNER, THE END-USER HEREBY ASSUMES FULL RESPONSIBILITY FOR INSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE INFORMATION IN VIEW OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICATIONS.

LIABILITY OF CERNER TO THE END-USER

Under no circumstances shall Cerner be liable to the End-User or any other person for any direct, indirect, exemplary, special or consequential damages arising out of or relating to the End-User’s use of or inability to use the Service or the content of the Service provided thereon or any equipment furnished in connection therewith. Cerner’s total maximum cumulative liability hereunder in connection with this Agreement, whether arising under contract or otherwise, are limited to the fees received by Cerner under this Agreement specifically relating to the End-User’s use of the service or product which is the subject of the claim.