Steward Health Care System LLC End User License Agreement

Last Updated:  March 10, 2022

THIS END USER LICENSE AGREEMENT (“EULA” OR “AGREEMENT”) IS AN AGREEMENT BETWEEN STEWARD HEALTH CARE SYSTEM LLC, ON BEHALF OF ITSELF AND ITS AFFILIATES (“STEWARD” “WE” “US” OR “OUR”), AND YOU. “YOU” AND “YOUR” MEANS THE INDIVIDUAL OR LEGAL ENTITY LICENSING ANY STEWARD SOFTWARE, PLATFORMS, TOOLS AND SERVICE ASSOCIATED WITH THE HEALTH MANAGEMENT SOFTWARE TOOL PROVIDED OR MADE AVAILABLE BY STEWARD THAT ALLOWS YOU TO ACCESS, USE, GATHER, EDIT, STORE AND SHARE HEALTH DATA ONLINE (THE “SERVICE”) UNDER THIS AGREEMENT. YOUR USE OF ALL OR ANY PORTION OF OUR SERVICE IS PROOF OF YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO AND YOUR ACCEPTANCE IS BINDING ON THAT ENTITY. IF YOU DO NOT AGREE WITH THE PROVISIONS OF THIS AGREEMENT OR YOU DO NOT HAVE THE REQUISITE AUTHORITY, NEITHER YOU NOR THE ENTITY MAY USE OUR SERVICE.

Service.

1. Scope of License. We grant you a nonexclusive, nontransferable, revocable, limited license to use and access the Service solely for your personal, non-commercial purposes as permitted by this Agreement. This Agreement will govern any content, materials, or applications accessible from the Service. You may not: reverse engineer, decompile, disassemble or work around technical limitations in the Service, except where applicable law permits it despite this limitation; disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Service; rent, lease, lend, resell, transfer, or sublicense the Service to or for third parties (except as explicitly permitted herein or to the extent it may be permitted by the licensing terms governing use of an open-sourced component included with the Service); use the Service for any purpose that is unlawful or prohibited by this Agreement; remove, alter, or obstruct copyright notices, trademarks or other legends in the Service or related materials; use the Service in any manner that could damage, disable, overburden, or impair any of our service, or the network(s) connected to any of our services, or interfere with any other party’s use and enjoyment of the Service.
2. Updates. We may make changes to the Service from time to time in our discretion, including but not limited to (i) the availability of features; (ii) how long, how much or how often any given feature may be used; (iii) feature dependencies upon other services or software and (iv) updates, upgrades, bug fixes and other modifications. These changes may be automatically installed without providing any additional notice. By using the Service, you consent to any such changes. As this EULA can be updated at any time, Steward recommends that you review this web page regularly.
3. Consent. You explicitly consent to us processing, storing and transferring your personal Data (defined below) using the Service. You further consent to receiving your personal Data via text / short message service in a manner that is not encrypted.  You may notify us at any time that you withdraw your consent to text/SMS messaging by sending written notice at least 30 days in advance to the address set forth herein.  You may withdraw this consent at any time using features available in the Service.
4. Our Responsibilities. We shall endeavor to use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, but we do not represent or warrant that the Service will be without interruptions, breaks or downtimes.
5. Account Information and Data. We do not own your data, information, or material that you submit to the Service in the course of using the Service (collectively, "Data”). We shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Data.

Use of the Service/Product.

1. Provision of Revocable Licenses. We shall make the Service available to you pursuant to this Agreement. We do not sell our Service – we are only providing a revocable, nontransferable license to you to use the Service. Under this Agreement, we grant to you the right to access and use the Service. You agree that your license to use the Service is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
2. Single Subscription. The person whose account is associated with the Service is the “User.” However, multiple users may access a single patient record. The Service may not be used for commercial, non-profit or revenue-generating activities. The components of the Service are licensed as a single unit, and you may not separate or virtualize the components or install them on computers that are not owned by you. You may not share your credentials with any other individual or entity to access the Service and you are responsible for securing your Data through a password to access the Service.
3. Privacy and Security Disclosure. A copy of our Privacy Statement is available to you and to each User prior to and in conjunction with the use of the Service. We reserve the right to modify our Privacy Statement, this Agreement and our policies in our sole discretion at any time. Your use of the Service is subject to your ongoing agreement to these policies, Privacy Statement and this Agreement.  Steward shall not retain, use, or disclose your personal Data for any purpose other than for the specific purpose of performing the Service specified herein, which constitutes a business purpose, or as otherwise permitted by applicable state and federal law including, without limitation, HIPAA and the California Consumer Privacy Act. Steward will not sell your personal Data. Each party certifies that they understand the requirements set forth herein and will comply with them.
4. Assumption of Risk. By using the Service, you are assuming certain risks that include (but are not limited to) (i) your Data, including personal health information, may be disclosed to unauthorized individuals if your password is stolen, you share your password or you leave a computer logged into your account unattended; (ii) your Data may be disclosed to unauthorized individuals subsequent to transmission via electronic mail; and (iii) information available through the Service may be incomplete, inaccurate, corrupted, delayed or otherwise not delivered.

Third Party Providers.

1. Third party Software. You are solely responsible for any third party software that you install or connect with the Service. You may only install or use any third party software with the Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third party software. We do not grant any licenses or rights, express or implied, to such third party software. However, if the Service allows you to access any third party software with proprietary license terms, those terms control.
2. Third-Party Interactions. During use of the Service you may enter into correspondence with, obtain goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, are solely between you and the applicable third party. We and our licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, or promotion between you and any such third party. We do not endorse any sites on the Internet that are linked through the Service. We provide these links to you only as a matter of convenience, and in no event shall we or our licensors be responsible for any content, products, or other materials on or available from such sites. We provide the Service to you pursuant solely to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware, or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware, or services.
3. Third-Party Service and Your Data. If You install or enable third party applications for use with the Service, you acknowledge that we may allow providers of those third party applications to access your Data as required for the interoperation of such third party applications with the Service. We shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third party application providers.

Proprietary Rights and Licenses.

1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
2. Intellectual Property Ownership. We alone shall own all right, title and interest, including all related intellectual property rights, in and to our technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. Our suppliers alone shall own all right, title and interest, including all related intellectual property rights, in and to their technology and content. This Agreement is not a purchase or sale and does not convey you to any rights of ownership in or related to the Service, or the intellectual property rights owned by us or those owned by our suppliers. Our logos and the product names associated with the Service are our trademarks or third party trademarks, and no right or license is granted to use them.
3. License by You to Host Your Data. You grant us a worldwide, limited-term license to host, copy, transmit and display your Data, as necessary for us to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to your Data.
4. License by You to Use Feedback. You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestions, enhancement requests, recommendations, corrections or other feedback provided by you or Users relating to the operation of the Service.

Your Accounts, Your Conduct, Identity Services, and Feedback.

1. Account Creation. If the Service requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.
2. Account Ownership. If an account was created within the scope of employment or otherwise as an agent of another party, then both parties are jointly and severally liable under this Agreement.
3. Responsibility for Your Accounts and Content. You are responsible for any and all activities that occur under your account; maintaining the confidentiality of any authentication credentials associated with your use of the Service; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Service. You shall not (i) make the Service available to anyone other than permissible Users, (ii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (iii) use the Service to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (v) attempt to gain unauthorized access to the Service or their related systems or networks. You are responsible for the content, including but not limited to data, text, multimedia images (e.g., graphics, audio and video files), and other materials provided by you (collectively, the “Content”). You represent and warrant that your Content: (i) does not infringe or violate the rights of any third party including, but not limited to, intellectual property rights, patents, copyrights, trademarks, trade secrets and rights of publicity; (ii) is not defamatory, libelous or obscene; and (iii) does not violate any applicable Federal, state or local law. You shall defend, indemnify and hold us harmless against any claim or demand by any third party due to or arising out of any third party claims for Content provided by you. You shall not engage in any violations of privacy, “spamming”, violations of law, or conduct that might infringe on the rights of obligations of any third party, and you shall defend, indemnify and hold us harmless against any violations of its obligations herein.
4. Minimum Age. You must be at least eighteen (18) years old to use the Service. If you are not at least eighteen (18) years old, you may not use the Service. Creating an account using false information is a violation of this Agreement, including creating an account for someone else using false information, and violates state and federal law.

Confidentiality.

1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your Data; our Confidential Information includes the Service and all content associated therewith; and Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party, (ii) was to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party, (iii) is received from a third party without breach of any obligation owed to Disclosing Party, or (iv) was independently developed by Receiving Party.
2. Protection of Confidential Information. Except as otherwise permitted in writing by Disclosing Party, (i) Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, and (ii) Receiving Party shall limit access to Confidential Information of Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Receiving Party containing protections no less stringent than those herein.
3. Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party to the extent compelled by law to do so, provided Receiving Party gives Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

Term, Termination, and Suspension.

1. Term of Agreement. This Agreement commences on the date you accept it by accessing the Service and will continue until terminated as set forth hereinafter.
2. Termination. We may terminate this Agreement at any time at our sole discretion. Your license to use and access the Service ceases automatically upon termination of this Agreement.
3. Suspension. We may suspend your use of the Service if: (i) needed to prevent unauthorized access to your Data; (ii) you fail to respond to a claim of alleged infringement within a reasonable time; (iii) you violate this Agreement; or (iv) any other reason in our discretion. We will attempt to suspend access to the minimum necessary part of the Service while the condition or need exists. We will use reasonable efforts to give notice before we suspend, except where we reasonably believe in our absolute discretion that we need to suspend immediately. We may terminate this Agreement and delete your Data without any retention period unless retention is otherwise required for a period of time in accordance with applicable laws, rules or regulations.
4. Changes. You may not modify or amend the terms and conditions of this Agreement.

Indemnification.

1. Indemnification. YOU WILL INDEMNIFY, DEFEND, RELEASE AND HOLD US HARMLESS AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST US BY A THIRD PARTY ALLEGING THAT YOUR DATA OR CONTENT, OR YOUR USE OF THE SERVICE IN BREACH OF THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR VIOLATES APPLICABLE LAW (A “CLAIM AGAINST US”), AND WILL FURTHER INDEMNIFY, DEFEND, RELEASE AND HOLD US HARMLESS FROM ANY DAMAGES, ATTORNEYS’ FEES AND COSTS AWARDED AGAINST US AS A RESULT OF, OR FOR ANY AMOUNTS PAID BY US UNDER A SETTLEMENT OF, A CLAIM AGAINST US. WE WILL (I) PROMPTLY GIVE YOU WRITTEN NOTICE OF THE CLAIM AGAINST US, (II) GIVE YOU CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM AGAINST US (EXCEPT THAT YOU MAY NOT SETTLE ANY CLAIM AGAINST US WITHOUT OUR EXPRESS WRITTEN CONSENT UNLESS SUCH SETTLEMENT INCLUDES FULL DISCHARGE AND RELEASE OF ANY AND ALL LIABILITY FOR US, DOES NOT INVOLVE ANY NON-MONETARY, INJUNCTIVE OR OTHER EQUITABLE RELIEF ENTERED AGAINST US, DOES NOT REQUIRE US TO DO OR TO FORBEAR FROM DOING ANY ACT AND DOES NOT INVOLVE, REQUIRE, OR IMPLY THE ADMISSION OF ANY WRONGFUL ACT (WHETHER CIVIL OR CRIMINAL) BY US, AND IS KEPT CONFIDENTIAL PURSUANT TO A CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT WHICH SHALL BE REASONABLY ACCEPTABLE TO US), AND WE HAVE THE RIGHT TO TAKE CONTROL OF SUCH DEFENSE AT OUR COST, AND (III) GIVE YOU ALL REASONABLE ASSISTANCE, AT YOUR SOLE EXPENSE.

Limitation of Liability; Disclaimers.

1. Limitation. IN NO EVENT SHALL STEWARD NOR OUR SUPPLIERS BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF DATA, INTERRUPTION OF SERVICE OR LOSS OF USE) IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY, EVEN IF STEWARD KNEW THEY WERE POSSIBLE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY, EXCEED $1.00 USD.
2. Exceptions to Limitations. The limits of liability in this Section I apply to the fullest extent permitted by applicable law. These limitations may not be valid in some jurisdictions. If applicable law limits the application of the provisions of this Section I, Steward’s liability will be limited to the maximum extent permissible by applicable law.
3. Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, STEWARD MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND STEWARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. STEWARD DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS, THAT YOUR USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ALL ERRORS WILL BE CORRECTED. THE SERVICE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
4. Medical Disclaimers. The contents of the Service including, but not limited to, text, graphics, images, Data, and other material contained on and in the Service are for informational purposes only. The contents are not intended to be a substitute for professional medical advice, diagnosis, or treatment. The health information and guidance you will receive is automatically generated by the Service, based on information that you enter into or make available to the Service through your account(s). This information is not reviewed by a physician, nurse or other health care provider. The Service and everything contained within or provided by the Service should not be considered, and may not be used as, a substitute for medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. You agree that the Service and the information and guidance provided by the Service do not constitute the practice of medicine or any medical, nursing or other professional health care advice, diagnosis or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read on the Service.

General Provisions.

1. No additional rights granted. We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.
2. Notices. You must send notices to the following address(s):
    
   • Steward Health Care System LLC
     1900 N. Pearl Street, Suite 2400
     Dallas, TX 75201
     Attn: Office of Legal Services
      

   You agree to receive electronic notices from us, which will be sent by email to your contact information of record. Notices are effective on the date on the return receipt or, for email, when sent.

3. Assignment. You may not assign this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
4. Severability. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties and the rest of this Agreement will remain in full force and effect.
5. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
6. Survival. The provisions of this Agreement that by their nature continue and survive shall survive any expiration or termination of this Agreement.
7. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
8. Entire Agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
9. Governing Law; Venue.  This Agreement shall be governed under the laws of the state of Texas, without reference to any conflicts of law principles thereof.  Venue for any claim arising from, relating to or in connection with this Agreement, the Service or otherwise shall be exclusively in Dallas, Texas, and you hereby waive any forum non-conveniens or other right to transfer venue or file any claim, suit or proceeding in any other venue.
10. Force majeure. Steward will not be liable for any failure in performance due to causes beyond our reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, pandemics, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the Service).
11. Headings. The headings and subheadings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.