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Privacy Policy
Last Updated: January 1, 2023
Definitions
a. “Administrator” means an Authorized User of Subscriber (as defined below) with authority to designate additional Authorized Users and/or Administrators, and the authority to commit the Subscriber to additional Services from Calico Care.
b. “Authorized User” means an individual employee, temporary employee, independent contractor, partner or member of Subscriber who has been added to the Subscriber’s account as a user.
c. “Confidential Information” means the Content (defined below) and any information, technical data, or know-how considered proprietary or confidential by either party to these Terms including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
d. “Content” means any information, text, images, or logos that Subscriber or any Authorized User uploads or posts to the Services, and any information provided by Subscriber or any Authorized User to Calico Care in connection with the Services.
e. “Discount Tier” means the discount available for your agreement to obtain specific levels of Services and such discounts shall only apply to the level of Services indicated, and not globally to all Services.
f. “Fees” means any charges or fees for the Services or Hardware, as more specifically provided in an applicable Order Form or any change request with respect to the Services or Hardware.
g. “Hardware” means any hardware, sensors, or peripherals you obtain from Calico Care in connection with the Services.
h. “Order Form” means the order form provided by Calico Care for you to sign up to receive the Services or make changes to the Services.
i. “Patient” means any of Subscriber’s patients, customers, or customers, for or with whom Subscriber uses the Services and Hardware.
j. “Services” means the software, apps, platform, and/or services provided by Calico Care.
k. “Subscriber” shall refer to the purchaser of the Services provided by Calico Care that is entering into these Terms, and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on behalf of Subscriber.
l. “Security Emergency” means a violation by Subscriber, an Authorized User, or Visitor, of these Terms that (i) could disrupt (A) Calico Care's provision of the Services; (B) the business of other subscribers to the Services; or (C) the network or servers used to provide the Services; or (ii) provides unauthorized third party access to the Services.
m. “You” or “your” means you as a Visitor, Subscriber, or Authorized User.
n. “Visitor” means an individual or legal entity that visits the Site.
Account Information
In the course of Subscriber’s use of the Site or the Services, we may ask Subscriber for certain information, including Subscriber’s name, email address, phone number, mailing address, billing address, shipping address, and payment card information (collectively, “Account Information”).
If Subscriber opens an account or commences any transaction of business at or on the Site, Subscriber may be required to complete the registration process by providing certain additional information and registering a Username and password for at least one Administrator. Subscriber’s and any Administrator’s Account Information must be up-to-date and accurate at all times. Should any such Account Information change, Subscriber and/or the applicable Administrator must update it in Subscriber’s or such applicable Administrator’s user profile. Subscriber agrees that Subscriber is solely responsible for the accuracy and content of Subscriber’s Account Information.
Password and Security
Subscriber and each Authorized User is responsible for maintaining the confidentiality of their Username and password and also for all activities that take place under their Username and/or account.
Consistent with and without limiting the scope of provisions limiting liability elsewhere in these Terms, in no event will Calico Care be liable for any indirect or consequential loss or damage of any kind whatsoever resulting from the disclosure of Subscriber’s, Administrator’s, or any Authorized User’s Username and/or password or their failure to comply with this section.
Subscriber and each Authorized User shall: (a) notify Calico Care immediately of any unauthorized use of any password or account used for access to the Site or the Services, or any other known or suspected breach of security related to the Site or the Services; (b) not provide false identity information to gain access to or use the Site or the Services; (c) not use the Site or the Services to defame, abuse, harass, threaten or otherwise violate the legal right of others; (d) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (e) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
Confidentiality
Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under these Terms.
Calico Care and any third party vendors and hosting partners it utilizes to provide the Services shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under these Terms; (b) in compliance with the section entitled “Legal Compliance,” or (c) as otherwise authorized by Subscriber in writing.
HIPAA COVERED SERVICES
When submitting Protected Health Information (“PHI”) to, or using PHI with, any of the
Services, Customer must ensure that the submission of PHI to, or use of PHI with, the Services comply with applicable laws, including without limitation the Health Information Technology for Economic and Clinical Health Act (as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009) (“HITECH Act”) and Health Information Technology for Economic and Clinical Health Act (as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009) (“HITECH Act”). Further, prior to submission of PHI to, or use of PHI with, that you will have entered into our standard Business Associate Agreement or such other form as we may agree.
We use encryption technology to ensure the privacy of the PHI and other identifying information you provide or collected through the Services as part of the Services provided herein.
By agreeing to these Terms, you are authorizing us to utilize the PHI submitted to, or used with, the Services, and any other Content that you submit in connection with your use of the Services, to collect, use, and disclose the Content in order to provide you with access to and use of the Services. In addition, we may use the PHI for evaluation of the Services and for quality improvement purposes, and if applicable, for receiving payment. Our use and disclosure of any Protected Health Information will be conducted in accordance with our Privacy Policy found at www.calico.care/privacy-policy and applicable federal and state regulations.
HIPAA COVERED SERVICES
When submitting Protected Health Information (“PHI”) to, or using PHI with, any of the
Services, Customer must ensure that the submission of PHI to, or use of PHI with, the Services comply with applicable laws, including without limitation the Health Information Technology for Economic and Clinical Health Act (as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009) (“HITECH Act”) and Health Information Technology for Economic and Clinical Health Act (as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009) (“HITECH Act”). Further, prior to submission of PHI to, or use of PHI with, that you will have entered into our standard Business Associate Agreement or such other form as we may agree.
We use encryption technology to ensure the privacy of the PHI and other identifying information you provide or collected through the Services as part of the Services provided herein.
By agreeing to these Terms, you are authorizing us to utilize the PHI submitted to, or used with, the Services, and any other Content that you submit in connection with your use of the Services, to collect, use, and disclose the Content in order to provide you with access to and use of the Services. In addition, we may use the PHI for evaluation of the Services and for quality improvement purposes, and if applicable, for receiving payment. Our use and disclosure of any Protected Health Information will be conducted in accordance with our Privacy Policy found at www.calico.care/privacy-policy and applicable federal and state regulations.
Legal Compliance
Calico Care endeavors to protect the Confidential Information to the extent the law allows. Calico Care reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
If Calico Care is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by these Terms, then Calico Care will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Calico Care may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
Disclaimer of Warranties
CALICO CARE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT. CALICO CARE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SITE OR THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVERS THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SITE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CALICO CARE AND ITS LICENSORS. CALICO CARE MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY TRANSACTIONS SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE SITE OR THE SERVICES.
Miscellaneous
(a) Entire Agreement. These Terms, including the Order Form, and the Privacy Policy constitutes the entire agreement between you and Calico Care and governs your use of the Site and, as applicable, Services, superseding any prior agreements between you and Calico Care (including, but not limited to, any prior versions of these Terms).
(b) Headings. Headings in these Terms are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of the applicable section to which such heading applies.
(c) Waiver. The failure of either party to enforce any provision of these Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
(d) Severability. If any provision in these Terms is deemed unlawful, void or unenforceable, then that provision will be deemed severed from these Terms and the remaining provisions shall remain in full force and effect as if no invalid or unenforceable provision had been part of these Terms.
(e) Local Laws and Export Control. The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. Subscriber acknowledges and agrees that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site, Subscriber represents and warrants that Subscriber is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Subscriber agrees to comply strictly with all U.S. and other applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. Calico Care and its licensors make no representation that the Site is appropriate or available for use in other locations. If Subscriber uses the Site from outside the United States of America, Subscriber is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
(f) Security. You acknowledge the risk that information and the Content stored and transmitted electronically through the Services may be intercepted by third parties. You agree to accept that risk and will not hold Calico Care liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Calico Care, with strict business reasons, may access and transfer the Content and only to provide Subscriber or Authorized User with the Services.
(g) Third Party Services. You acknowledges and agrees that Calico Care may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Site and the Services.
(h) Relationship. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchise-franchisee relationship of any kind between Calico Care and you or any other person or entity.
(i) Third Party Links The Site may include links to other Internet sites maintained by third parties (“Linked Sites”). The Company provides Linked Sites to you solely as a convenience, and the inclusion of Linked Sites does not imply endorsement by the Company of the Linked Sites. Your access Linked Sites at your own risk, and by accessing them, you leave the Site. Linked Sites are not under the control of the Company and the Company is not responsible for the content of any Linked Sites.
(j) Assignment; Change in Control. These Terms may not be assigned by you without the prior written approval of Calico Care but may be assigned without your consent by Calico Care to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Subscriber that results or would result in a direct competitor of Calico Care directly or indirectly owning or controlling 50% or more of Subscriber shall entitle Calico Care to terminate these Terms and Subscriber and its Authorized Users immediately.
(k) Call Monitoring and Recording. For quality assurance, Calico Care may record and/or monitor incoming calls to, and outgoing calls from, Calico Care. By accepting these Terms, Subscriber also consent to any and all call recording and monitoring performed by Calico Care or its agents, employees and/or affiliates.
(l) Modification to Terms. Calico Care reserves the right to modify the provisions of these Terms or the Privacy Policy or any other policies relating to the Site and/or the Services at any time, effective upon posting of an updated version of these Terms, the Privacy Policy, or such other policies, if applicable, on the Site. Subscriber is responsible for regularly reviewing the Site to check for changed or updated versions thereof. Continued use of the Site and/or the Services after any such changes shall constitute your consent to such changes.
(m) Notice. Calico Care may give notice by means of an electronic mail to your e-mail address on record in Calico Care account information, or by written communication sent by first class mail or pre-paid post to your address on record in Calico Care's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Calico Care (such notice shall be deemed given when received by Calico Care) at any time by letter to Calico Care delivered by nationally recognized overnight delivery service or first class postageprepaid mail to Calico Care, in either case, addressed to:
Calico Care LLC
306 High Street
Needham, MA 02026