Terms of Service
Agreement to Terms of Service
This Agreement is divided into two parts. Part One explains all of the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.
NOTICE: THIS AGREEMENT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER.
Changes to Terms of Service
We have the right to change or add to the terms of this Agreement at any time by posting the amended Terms on Company’s websites (the “Site”) and/or mobile applications (the “App”). Any use of the Site, App, or Services after our publication of any such changes shall constitute your acceptance of the Terms as modified.
However, any claim in law or equity, controversy, or dispute regarding or relating to these Terms, or in connection with the App, Site, or Services, whether involving contract, tort, equitable, statutory, or any other legal theory, between you and Company including, but not limited to, any claims relating in any way to these Terms (including its breach, termination, or interpretation), the App, Site, Services, or advertising of any of the preceding, (“Dispute”) that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose. The term “Dispute” specifically does not include any claims between you and your Sponsor; claims between you and your Sponsor may be governed by a different agreement to resolve disputes.
Part One: Terms Governing Use of the App, the Site and Services
The Services do not comprise an emergency-response or emergency-monitoring service and any person who is aware of an emergency situation or believes that a person may be at risk of injury or death or who may harm themselves or another person should dial “911” or an appropriate emergency responder. Company is under no obligation to monitor or respond to communications made to the App or the Site.
The App, Site and the Services are intended and only suitable for individuals 13 years of age and older, except where the Sponsor is a K-12 school and we have obtained the consent of such school or school district or, as applicable, parent (a “K-12 Sponsor”). Except in the context of a K-12 Sponsor, we do not authorize individuals who are under the age of 13 to use the Site or Services, nor do we direct the Site or Services to those under 13 years of age. Company hereby disclaims all liability for use by individuals under the age of 13.
Term and Termination of Use
Your use of the Services is subject to your Sponsor’s continued subscription for these Services. Your Sponsor may terminate your access to these Services, your access may be terminated upon the termination of your Sponsor’s subscription, and/or we may terminate or suspend your access at any time, including due to your breach of these Terms or any security concerns.
The App, Site, and Services are intended only as an information tool to assist Sponsors and both registered and unregistered users (collectively, “Users”) of the App, the Site, and the Services to manage a User’s own information regarding testing for infectious diseases that may be not safe in the workplace and to support Sponsors’ decision-making regarding management of workplace and campus safety. The Company does not provide any therapeutic services to individuals, and the App, Site, and Services are not designed or intended to replace care from a health care provider. Users should receive care from their own health care providers, and should contact their own health care provider(s) with questions regarding diagnosis, treatment, or medication. To the extent that any health care services are offered or referred to Users of the App, Site, or Services, those health care services are provided by the applicable health care provider and not by the Company. You agree to release the Company from any and all claims, demands, damages and liabilities, of any type and nature, arising out of or in any way connected with the provision of health care services by any provider.
Applicable to Users of the ProtectWell™ Checker App
The ProtectWell™ Checker App (“Checker App”) is a tool designed to help Sponsors make decisions about the safety of their physical premises. If a Sponsor has provisioned access for you to use the Checker App, you may use it to scan the Quick-Response (“QR”) code generated by the ProtectWell symptom-checker application, allowing you to verify that Users at your Sponsor’s premises have used the symptom-checker and are either cleared to be onsite or not cleared to be onsite as you are instructed by the Sponsor.
Registration is not required to view certain content on the Site. However, to use App, the Services, and some parts of the Site, you may be required to register and provide certain information about yourself, including your e-mail address and password (“Credentials”). If you become a registered member of the Site, App, or Services, you accept responsibility for all activities that occur under your registration account. You agree to provide true, accurate, complete, and correct information at the time of registration, and to promptly update this information as needed so that it remains true, accurate, complete, and correct. You should keep your Credentials private and not share your Credentials with anyone else. You are responsible for maintaining the confidentiality of your Credentials. If you believe someone has accessed the App, Site, or Services using your Credentials without your authorization, e-mail us immediately at email@example.com.
The App, Site, and Services are owned and operated by Company. The entire contents and design of the App, Site, and Services are protected by U.S. and international copyright law. All rights regarding the App, Site, and Services and materials contained on or in the App, Site, and Services are either owned by Company, are licensed to it, or are used with permission. Company and its licensors retain and reserve all proprietary rights to the contents of the App, Site, and Services.
Company names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of Company. All rights are reserved. You are not authorized to use any Company name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of Company. All other trademarks appearing in the App, Site, and Services are the property of their respective owners.
Part Two: Additional Legal Terms
Representation and Warranties
You represent and warrant to us that: (a) you are at least thirteen (13) years of age; and (b) your use of the App, Site, and Services will be in compliance with these Terms.
Use of the App, the Site and the Services is at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP, THE SITE AND SERVICES ARE PROVIDED “AS IS”, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
No advice or information obtained by you from Company or through the App, Site, or Services shall create any warranty not expressly stated in these Terms.
Without limiting the foregoing, Company, its processors, its licensors, its vendors, its business partners, and its affiliates, and any and all health care providers and/or testing labs (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that:
the App, Site, or Services are free of viruses or other harmful components.
We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the App, Site, or Services, any hyperlinked website or service contained on the App, Site, or Service, or featured in any banner or other advertising through the App, Site, or Services, and Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Limitation of Liability and Damages
Your sole remedy for dissatisfaction with one or more of the App, Site, or Services is to stop using the App, Site, and Services. You agree that under no circumstance shall any of Company or any affiliated company entity, their officers, directors, employees, contractors, agents, and representatives, and any and all of the company’s licensors, vendors, business partners, and affiliates, and any and all providers and/or testing labs (and their respective subsidiaries, affiliates, agents, officers directors, and employees) (collectively, “Company Parties”) be liable for any damage resulting from your use or inability to use the App, Site, or Services, or for you and your Sponsor’s decisions based on use of the App, Site, or Services, including without limitation, decisions regarding whether or not you should report to work/school, continue to work/remain on campus, or cease working/being on campus. This protection covers claims based on warranty, contract, tort, strict liability, and any other legal theory. This protection covers all losses and claims of any type including, without limitation, direct or indirect, special, incidental, reliance, consequential, exemplary, and punitive damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption.
If a Dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact firstname.lastname@example.org with any Dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive Dispute resolution process requiring individual arbitration.
Binding Individual Arbitration
You and Company agree to arbitrate all Disputes, which are limited to any claims between you and Company that relate in any way to these Terms (including its breach, termination, or interpretation), the App, Site, Services, or advertising of any of the preceding. This agreement to arbitrate specifically does not apply to any claims between you and your Sponsor; your relationship between you and your Sponsor may be governed by a different agreement to resolve disputes.
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under this Agreement will be only be on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted, and you are waiving your rights to have your case decided by a jury and to participate in a class action against Company.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association according to this provision and the applicable arbitration rules for that forum. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies.
If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in Hennepin County, Minnesota, or another mutually agreeable location, or a location ordered by the arbitrator.
The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Company will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous.
For purposes of this arbitration provision, references to you and Company also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns.
Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Hennepin County, MN, or federal court for the District of Minnesota.
Information provided on the App, Site, or Services is not targeted to Users in any particular locality nor is it intended to constitute the doing of business in any jurisdiction.
The App, Site, and Services are provided by Company and do not constitute any contact with any jurisdiction outside the State of Minnesota. Use of the App, Site, or Services is prohibited in any jurisdiction having laws that would void this Agreement in whole or essential part or which makes accessing the App, Site, and/or Services illegal. Users in such jurisdictions visit and use the App, Site, and Services entirely at their own risk.
Choice of Law
This Agreement is entered into and performed in the State of Minnesota, United States of America. It is governed by and shall be construed under the laws of Minnesota, exclusive of any choice of law or conflict of law provisions.
Requests for Information
Limitation on Time to Initiate a Dispute
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
Links to Other Websites
Protection of Your Mobile Device or Computer
You are responsible for implementing sufficient computer virus and security protective procedures and checks on your mobile device or computer, and for maintaining a data back-up or other means for the reconstruction of any lost data on your mobile device or computer.
Notice for California Users
If you have a question or complaint regarding the Services provided to you by Company please contact us at email@example.com to receive further information regarding the Services or to resolve the complaint. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by telephone at (800) 952-5210 or TDD (800) 326-2297, or in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834.
Except as expressly provided in these Terms, these Terms are a complete statement of the agreement between you and Company, and they describe the entire liability of Company and its vendors and suppliers and your exclusive remedy with respect to your access and use of the App, Site, or Services. In the event of a conflict between these Terms and any other Company agreement or policy, these Terms shall prevail on the subject matter of this Agreement. If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Company may have under trade secret, copyright, patent, or other laws. Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
You may not assign any rights or obligations under this Agreement without Company’s prior written consent. Company may assign all or part of this Agreement.
All sections of this Agreement which, by their nature are designed to survive expiration or termination of this Agreement, including but not limited to indemnity and limitation of liability clauses, shall survive.
No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
If any of the provisions of this Agreement are held unenforceable by an arbitrator, court, or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of this Agreement to retain its full force and effect.
Entire Agreement; Amendment
Anything in the App, Site, or Services that is inconsistent or in conflict with the terms of this Agreement is superseded by the terms of this Agreement.
Please contact us with any questions or concerns regarding this Agreement at:
Attn: General Counsel, Research & Development
5995 Opus Parkway, Suite 200
Minnetonka, MN 55343
Last updated on October 12, 2020.
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