Terms of Use

Last Updated: 7 October, 2024

Introduction

Proactively Inc. (“Proactively,” “Company,” “we,” “us,” or “our”) operates the websites located at proactively.com (the “Website”), and other websites, products, services, that link to this Terms of Use (collectively, the “Services”). Users of the Services are referred to below as “Users,” “you,” or “your.” You and Proactively may be referred to herein as each individually, a “Party,” and collectively, the “Parties.”

Acceptance of Terms of Use

These terms of use are entered into by and between You and Proactively. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use,”) govern your access to and use of the Services, including any content, functionality and services offered on or through the Services.

By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at proactively.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use, or the Privacy Policy, you must not access or use the Services.

Changes to Terms of Use

We may change or modify these Terms of Use, including the Privacy Policy, at any time, at our absolute discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Eligibility Requirements / Children

Our Services are not intended to be used by persons under 18 years of age. Proactively does not knowingly collect or maintain personally identifiable information from persons under 18 years old. IF YOU ARE UNDER 18, DO NOT ACCESS OR USE THE SERVICES AT ANY TIME OR IN ANY MANNER, EXCEPT AS ALLOWED IN ACCORDANCE WITH OUR TERMS OF USE.

Persons under 18 years of age are not authorized to become Users and may not use the Services without the supervision and verifiable consent of a parent or legal guardian. If you register as the parent or legal guardian on behalf of a minor, you will be fully responsible for complying with these Terms. If You do not meet all of these requirements, You must not access or use the Services.

Your Account

Account Registration and Security:

To access the Services, you may be asked to provide certain registration details or other information. You must provide accurate and complete registration information when you register to use the Services. You are responsible for the security of your passwords and for any use of your account.

Account Access, Restriction, or Revocation:

We reserve the right to determine who is eligible for an account and to restrict, suspend, or revoke an account and use of the Services, for any or no reason, at any time, in our sole discretion, without notice and liability. You may be able to grant access to your account to an authorized individual or representative. You acknowledge and agree that Proactively has no responsibility or liability in connection with any access to, or use of, your account and information by any authorized individual or representative. You may be able to create accounts for minors or other members of your family over whom you have legal authority; provided however, you are the authorized, and by doing so, you certify that you have such authority, and provide whatever information is necessary to establish your authorization. We may enable you to give access to your account to authorized individuals. When you give access to an authorized individual, you grant permission to such authorized individual to access the information contained within, and/or perform actions through, your account. You also may permit your authorized Healthcare Providers to communicate with such authorized individuals about your health status.

Communication Preferences:

By using the Services, you consent to receiving communications from us relating to your Account or the Services, including to the phone number or email address that you provided during registration and maintained in your account.

Our Care Collaboration Services

Proactively is designed to support and provide care collaboration services in connection with your authorized Healthcare Providers, only where you have an existing Healthcare Provider-patient relationship. We cannot and do not guarantee that the Services will help you achieve any specific goals, results, diagnose, treat, cure, or prevent any illnesses or diseases.

Not an Emergency Service

Communications with Healthcare Providers through the Services should not be used for urgent or emergency situations as no emergency or urgent medical services are offered through the Services. PLEASE CALL 911, GO TO THE EMERGENCY ROOM, OR CONTACT YOUR HEALTH CARE PROVIDER IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MEDICAL EMERGENCY OR IF YOU NEED URGENT CARE.

Your Information

All information that you provide to us or that we collect through your use of the Services is subject to our Privacy Policy. When you provide Personal Information or Protected Health Information through the Services, you provide Proactively authorization to use and distribute it in connection with the Services and to use it to operate and manage the Services in accordance with our Privacy Policy.

Personal Information includes any information that, by itself or in combination with other information, identifies or can reasonably be used to identify an individual, such as your name, address, email address, telephone number, demographic information, gender, date of birth, social security number, healthcare information, financial information, or other information defined to be personal information under the law.

Protected Health Information (“PHI”) includes any information that identifies you, whether in electronic, oral, or written form, and includes information such as your name, contact information, demographics such as your age, gender, and ethnicity, your medical history, conditions, treatments, and medications, healthcare insurance information, or other information defined to be protected health information under the law.

Personal Information and PHI may be entered into the Services directly by you or by electronic transfer from your authorized Healthcare Provider’s database or other authorized third-party sources.

Healthcare Provider Access

As part of the Services, you may authorize your Healthcare Providers such your doctor, hospital, clinic, healthcare practice, office, or facility, or other healthcare providers (“Healthcare Provider”) to access your Personal Information or PHI on or through the Services, to communicate with you via the Services, to share your information with other authorized Healthcare Providers, and to provide information to your personal health record on or through the Services. When you sign up for Services, you may also provide authorization for a Healthcare Provider to send/receive your Personal Information and PHI to/from us and other participating Healthcare Providers. You acknowledge and agree that Proactively is not responsible for any misuse of your Personal Information by such Healthcare Providers or their authorized personnel.

You understand that if you authorize a Healthcare Provider to access your Personal Information and PHI in or through the Services that such Healthcare Provider may permit other authorized personnel to access your Personal Information and PHI communicate with you through the Services.

You may revoke any authorized Healthcare Providers’, third-party’s, or authorized individual or representative’s access to your account, to communicate with you through the Services, or request information from you through the Services.

Third-Party Services

Proactively may make third-party services available through the Services, including Healthcare Providers and other entities hired to perform certain functions for Proactively to support the development, maintenance, and implementation of the Services.

In order to use a specific available service, you must provide authorization to Proactively to allow the third-party to retrieve, provide, and/or modify information in your account or access and share your Personal Information and PHI with such the service. Once you authorize a specific third-party service to access your account, such service may continue to access your account until you disable access.

If you elect to use any service Proactively adds or enables within the Services, such election constitutes your authorization and consent to sharing your Personal Information and PHI with all authorized third-parties.

Intellectual Property Right

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio) are owned by Proactively, its licensors, or other providers of such material and are protected by copyright and other intellectual property or proprietary rights laws. The Terms of Use provide you with a limited, non-exclusive, non-sublicensable, and nontransferable license to access and use the Services only for your own personal, non-commercial use, and to download, access and use the APP strictly in accordance with the Terms of Use. No right, title, or interest in or to the Services or any content available on the Services is transferred to you, and all rights not expressly permitted or granted are reserved by Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws, including intellectual property rights therein or relating thereto.

You must not:

copy the Services or any part thereof, or modify copies of any content or materials on the Services;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; or
use the Services for purposes of: (i) benchmarking or competitive analysis of the Services; (ii) developing, using, or providing a competing Services or service; or (iii) any other purpose that is to Company’s detriment or commercial disadvantage.

Restrictions on Use

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You acknowledge and agree not to use the Services to:

Violate any applicable federal, state, local, or international laws or regulations, including, any laws regarding the export of data or software.
To exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit any “junk mail,” “chain letters,” or “spam,” or any other similar solicitation.
To engage in any conduct that restricts or inhibits any use or enjoyment of the Services, or which, as determined by us, may harm Proactively or users of the Services or expose them to liability;
To disable, overburden, damage, or impair the Services or otherwise attempt to interfere with the proper working of the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
Use any process to monitor or copy any of the material on the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Upload any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Create, transmit, or display any information that you do not own or do not have the right to use.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability or that otherwise may be in conflict with the Terms of Use and our Privacy Policy and Notice of Privacy Practices.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from these Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to: sourabh@proactively.com.

Reliance on Information Posted and Third-Party Content

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

These Services may include content, advertisements, or promotional messages sponsored by third parties. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. Nor does Proactively recommend or endorse any specific content, products, services, tests, healthcare providers, or other third party information, or the suitability, efficacy, safety and quality of such products or services.

Termination

We reserve the right to suspend, restrict, amend, or terminate the Services or any portion thereof, in our sole discretion, at any time, without prior notice. We may cancel your account and delete all data associated with your account at any time, and without notice to you, if we deem that you have violated the terms of this agreement. We have the right to maintain and/or destroy all data associated with your account in accordance with our policies. Upon any termination of your access to the Services, you must cease all use of the Services.

You also have the right to terminate and delete your account. We have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Changes to the Services

We may update the content on this Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material. We may from time to time in our sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so.

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Services, you do so entirely at your own risk.

Geographic Restrictions

We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that information or files available for downloading from the internet or the Services will be free of viruses or other destructive code. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS AVAILABLE OR OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR CONTENT AND SERVICES.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, COMPANY, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR ANY DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES, IF APPLICABLE, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

With regard to any secure messaging services, if any are made available through the Services, you fully understand and acknowledge that

the Services are dependent upon a number of factors outside the control of Proactively, including the operation of third-party-provided hardware and network services

there may be occasional communication failures or delays that are beyond the control of Proactively;

such messaging services are intended to deliver non-critical, non-emergency messages; and,

such messaging services are not expected to perform at the same level of performance or reliability as medical devices used in the delivery of critical care environments and, in using the Services, you accept all risks whether known or unknown associated with the foregoing.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising from or relating to your negligent or wrongful acts, your violation of any applicable laws or regulations, your breach of any provision of the Terms of Use, your use of the Services, your use of any information or any services obtained through the Services, including but not limited to any information or content that you submit or make available through this Services and/or any threatened or asserted claims or actions for personal injury, tort, medical malpractice, or for other acts, errors or omissions in the delivery of medical care or medical information that you obtained through the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the state or federal courts located in the County of San Diego, California, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You hereby submit to the personal jurisdiction and venue of such courts and waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Dispute Resolution and Binding Arbitration

Read this section carefully, as it sets forth the binding “Arbitration Agreement” between you and Company, and affects your rights and how claims between you and Company are handled and resolved. As used herein, the term “Arbitration Agreement” means this section and all subparts.

YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION BY A SOLE ARBITRATOR PICKED JOINTLY BY THE PARTIES OR THEIR COUNSEL.

Arbitration Proceedings.

Any arbitration hearings will take place at a mutually agreeable location or, if the Parties are unable to agree upon a location, then in the County of San Diego, California. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

Costs of Arbitration / Attorney’s Fees.

If you initiate an arbitration, the Company will promptly reimburse you for any standard filing fee which may have been required under AAA’s Procedures once you have notified us in writing and provided a copy of the arbitration proceedings. However, if Company is the prevailing party in the arbitration, applicable law may allow the arbitrator to award attorneys’ fees and costs to Company, including the filing fee

Class Action Waiver.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Assignment

The Terms of Use, and any rights, and licenses granted hereunder, may not be transferred, assigned, or sublicensed by You. Company may assign, sublicense, or otherwise transfer any rights or licenses under the Terms of Use, without restriction and without prior notice to You.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Email – sourabh@proactively.com