Terms of Service

Overview

This EVAL Usage Terms is a legal agreement between you ("you"), the entity or person who uses the EVAL software as a service platform ("Platform"), and EVAL Health, LLC. ("EVAL"). The EVAL Usage Terms, our Terms of Use, our Privacy Policy, our Business Associate Agreement (if applicable) and any other terms agreed to in writing by you and us, referred to collectively as “Terms” govern your use of the Platform.

Your use of Platform constitutes your agreement to Terms. You may not access or use the Platform unless you agree to abide by all the terms and conditions of these Terms.

Changes to Terms

We may modify the Terms at any time, at our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Platform or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Platform after we have posted modified Terms on the Platform, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you can't use the Platform anymore. Because the Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.

Feedback

We welcome feedback, comments and suggestions for improvements to the Platform ("Feedback"). You can submit Feedback by emailing us at support@eval.health. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Intended Use

EVAL offers digital tools for healthcare professionals through its EVAL software as a service platform. EVAL expects that the users of the Platform are within the healthcare ecosystem and are using the Platform to create, share, and use healthcare applications for the purpose of healthcare.

EVAL is not an electronic health records (EHR) platform as defined by the United States Centers for Medicaid and Medicare Service (CMS) and therefore should not be used as such.

Eligibility

EVAL provides Platform access to individuals, not-for-profits, government agencies, non-government organizations, and businesses that EVAL deems eligible for Platform.

To be eligible to use the EVAL platform as an individual, you must be at least 18 years old and possess the legal authority to enter into a binding contract.

Not-for-profit organizations must be duly incorporated and in good standing under the laws of their jurisdiction. Authorized representatives of such organizations must have the authority to bind the organization to these Terms of Service.

Non-Government Organizations (NGO) must be registered and recognized under applicable laws and must operate within the scope of their registered purposes. Representatives must have the legal authority to enter into agreements on behalf of the NGO.

Government agencies at local, state, or federal levels must be authorized to use the Platform as part of their official functions. Authorized representatives must have the appropriate permissions to bind the agency to these Terms of Service.

Businesses, including corporations, partnerships, and sole proprietorships, must be duly registered and in good standing under the laws of their jurisdiction. Authorized representatives must have the legal authority to enter into binding contracts on behalf of the business.

All users, regardless of type, must:

Comply with all applicable laws and regulations, including those related to healthcare, data protection, and patient privacy.
Provide accurate and complete information during the registration process.
Maintain the security and confidentiality of their account credentials.
Use the Platform solely for lawful and intended purposes as described in these Terms of Service.

We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

User Due Diligence

Professional Responsibility: As a healthcare professional using the Platform, you acknowledge and agree that it is your responsibility to perform due diligence prior to using any content, tools, or applications available on the Platform. This includes, but is not limited to, verifying the accuracy, reliability, and appropriateness of any medical information, clinical guidelines, or treatment protocols.
Clinical Judgment: The Platform provides tools and resources to support healthcare professionals in delivering patient care. However, these tools and resources are intended to supplement, not replace, your own clinical judgment and professional expertise. You must evaluate and determine the suitability of any content for your specific clinical context.
Content Verification: Before utilizing any content or tools from the Platform in patient care, you must verify the content's relevance and accuracy. This may involve consulting additional sources, reviewing current clinical guidelines, and considering the individual needs and circumstances of your patients.
Compliance with Professional Standards: You are responsible for ensuring that your use of the Platform and any content therein complies with applicable professional standards, ethical guidelines, and regulatory requirements governing your practice. This includes adhering to local, state, and national laws and regulations.
Reporting Inaccuracies: If you encounter any content on the Platform that you believe is inaccurate, misleading, or otherwise problematic, you are encouraged to report it to us immediately at support@eval.health. We will review and address reported issues in accordance with our content review policies.
No Liability for Content Use: EVAL does not warrant or guarantee the accuracy, completeness, or usefulness of any content available on the Platform. By using the Platform, you agree that EVAL is not liable for any harm or damages resulting from your reliance on or use of any content, tools, or applications provided.

By using the Platform, you acknowledge your responsibility to perform due diligence and to exercise your professional judgment in utilizing any content, tools, or applications. Your use of the Platform constitutes acceptance of these terms and conditions.

GDPR, HIPAA, BAA and Data Privacy

Commitment to Privacy: The EVAL platform is designed with privacy as a core architectural tenant, ensuring compliance with stringent global privacy laws. We are committed to protecting the confidentiality, integrity, and availability of all personal and sensitive data processed through our Platform.

GDPR Compliance: For users in the European Union and European Economic Area, we comply with the General Data Protection Regulation (GDPR). This includes implementing appropriate technical and organizational measures to safeguard personal data and ensuring that data subjects' rights are upheld.

HIPAA Compliance: For Covered Entities in the United States, we comply with the Health Insurance Portability and Accountability Act (HIPAA). We offer a Business Associate Agreement (BAA) for organizations that require it to ensure that Protected Health Information (PHI) is handled in accordance with HIPAA regulations. This BAA is available for certain features or upon request.

Local Data Privacy Laws: Each organization using our Platform must ensure compliance with applicable local data privacy laws. This includes but is not limited to laws related to the collection, use, storage, and sharing of personal data. It is the responsibility of each organization to understand and adhere to these legal requirements.

Data Destruction Policy: EVAL reserves the right to immediately and permanently destroy any data that has been identified to be in violation of privacy laws. This action will be taken to prevent unauthorized access or misuse of data and to maintain compliance with legal and regulatory requirements.

Inquiries and Support: For more information on how EVAL handles private data, or to request a Business Associate Agreement, please contact our support team at support@eval.health. We are committed to transparency and will provide detailed information about our data privacy practices and compliance measures.

By using the Platform, you acknowledge and agree to these data privacy and compliance terms. Your adherence to applicable data privacy laws is crucial to maintaining the security and integrity of the data processed through our platform.

Privacy Policy

EVAL is a Privacy By Design And By Default organization and therefore takes pride in fostering a culture of protecting the personal digital property of our users. Please refer to our [Privacy Policy](Privacy Policy) for information on how we collect, use and disclose information from you and other users. To obtain a digital copy of the Privacy Policy, please contact support@eval.health.

Links To Third Party Websites or Resources

The Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

WARRANTY DISCLAIMERS

THE PLATFORM AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM 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. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business

ASSUMPTION OF RISK AND INDEMNITY

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE PLATFORM. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY EVAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE PLATFORM OR CONTENT OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE PLATFORM.

You will defend, indemnify and hold EVAL harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Terms; (b) your use of the Site; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party against EVAL that is based on (i) your use of the Platform or (ii) any act or omission that results in personal injury, death, or tangible or intangible property damage (including loss of use).

LIMITATION OF LIABILITY

NEITHER EVAL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVAL 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. 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.

EVAL EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO YOUR OR A USER'S USE OF THE PLATFORM.

IN NO EVENT WILL EVAL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED $100 USD.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVAL AND YOU.

Modifications To The Platform

EVAL reserves the right at any time or for any reason, with or without notice, to modify, or temporarily or permanently discontinue the Platform, or any portion thereof. You agree that EVAL is not liable to you or any third party for any such modification, suspension, or discontinuance of the Platform. Without limiting the foregoing, we will make reasonable efforts to notify you in advance of any discontinuation of the Platform in their entirety.

Dispute Resolution

Agreement To Arbitrate

You and EVAL agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Central District of Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and EVAL are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and EVAL otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and EVAL otherwise agree, the arbitration will be conducted in the U.S. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and EVAL submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, EVAL will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Changes to Terms or Services" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@eval.health within 30 days of the date such change became effective, as indicated in the "Last Updated" date in this document or in the date of EVAL’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and EVAL in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between EVAL and you regarding the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between EVAL and you regarding the Platform. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without EVAL’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. EVAL may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by EVAL under these Terms, including those regarding modifications to these Terms, will be given: by EVAL (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

EVAL’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of EVAL. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Platform, please contact EVAL Health at support@eval.health