Updated February 4, 2018
Use of the Website is made available to and provided for the benefit of its clients, members, and covered persons ("Authorized User"). These Terms do not modify or affect the terms or conditions of any other agreement, contract, or license You may have with MOTION CONNECTED. "You" means and includes you, as an Authorized User, as well as those whose access and use of the Website has been sponsored and authorized by an Authorized User.
1. Changes to Agreement
We may change the terms of this Agreement at any time. You signify that You agree to be bound by such changes by using the Website after changes are made to this Agreement.
2. General Use of the Website
a. The text, graphics, images, video, design, organization, compilation, look and feel, and all other protectable intellectual property (the "Content") available through the Website is the property of MOTION CONNECTED and is protected by copyright and other intellectual property laws.
b. You agree not to modify, translate, reverse engineer, decompile, or disassemble the Website except to the extent that the foregoing restriction is, by operation of applicable law, prohibited or of no effect.
c. You agree not to use the Website for any unlawful purpose. We reserve the right to terminate or restrict your access to the Website if, in our opinion, your use of the Website may violate any laws, regulations or rulings, infringe upon another person's rights, or violate the terms of this Agreement or any other agreement, contract, or license You may have with MOTION CONNECTED.
d. You shall use the User Services solely for your personal use and shall not: license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the User Services available to any third party.
e. The limited license granted to you pursuant to this User Agreement does not include any resale or commercial use of the User Services or any content made available through the User Services. You may not reproduce, duplicate, copy, sell, resell, modify, reverse engineer, decompile, disassemble or create derivative works of or otherwise exploit for any commercial purpose the User Services, the content thereof, or any portion of the foregoing, without express written consent of MOTION CONNECTED. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of MOTION CONNECTED and our affiliates or licensors without our express written consent. None of the User Services or the content thereof may be retransmitted without the express written consent of MOTION CONNECTED, nor may it be used on any other web site or stored on any networked computer environment. You may not use any metatags or any other "hidden text" utilizing MOTION CONNECTED's name or trademarks without the express written consent of MOTION CONNECTED. Any unauthorized use terminates the permission and/or license granted by MOTION CONNECTED without the need for further action by MOTION CONNECTED.
f. You acknowledge that use of the Website may involve access to information or data that is protected and/or confidential. By your use of the Website, You acknowledge that such information or data that is inputted, collected, stored, and/or transmitted by means of the Website may be highly confidential and sensitive, and is not to be released, shared or disclosed with anyone except as specifically authorized or as necessary for use of the Website. You further acknowledge that such information or data may be subject to regulation by federal, state, or local law and warrant that your actions concerning this information or data in no way violates applicable law.
g. You acknowledge that use of the Website may involve access to information or data that belongs to others or whose use is reserved to others. By using the Website, You acknowledge that any such information may be proprietary, may contain trade or other secrets that belong to the owners of the information, and may be subject to regulation under the Health Insurance Portability and Accountability Act ("HIPAA") or other federal, state, or local law. Use of the Website does not grant rights in or to such data or information. You agree not to disclose, use, or transmit any information belonging to third parties except as necessary in order to use the Website as authorized and as permissible under applicable law.
h. You assume sole and exclusive responsibility and liability for anything You provide, enter, or transmit into the Website as well as for anything You distribute, reproduce, link to or otherwise transmit to third parties. Any unauthorized or prohibited access or use of the Website, including a violation of this Agreement, any other agreement between the parties, and any applicable federal, state, or local law may subject You to civil liability or criminal prosecution, or both, under the applicable laws and regulations.
3. Health-Related Information
MOTION CONNECTED hosts, maintains, or otherwise manages health-related data and information as well as protected health information ("PHI") on the Website as part of its services to its clients and members.
The User Services and this site provide physiological data about your body along with information applications and content published over the Internet and are intended only to assist users in their personal health, fitness and wellness efforts. MOTION CONNECTED is not a medical organization and our staff cannot give you medical advice or diagnosis. Nothing contained in the USER services or this site should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to seek the advice of a physician before beginning any health, fitness & wellness related effort or regimen. MOTION CONNECTED recommends that every individual seek professional medical advice prior to initiating any form of health, fitness & wellness related effort or regimen. Health-related data or information and PHI inputted, transmitted, hosted, maintained, or otherwise managed on the Website will be provided for MOTION CONNECTED's clients, members or covered persons for their use and benefit ONLY. The health-related data and information and PHI inputted, transmitted, hosted, maintained, or otherwise managed on the Website is designed to support the existing relationship between MOTION CONNECTED, their clients, members, covered persons, and Authorized Users.
4. HIPAA Compliance
To the extent applicable, You agree to adhere to HIPAA as well as any other applicable federal, state, and local laws addressing the protection of PHI and/or other health-related information when accessing and/or using the Website or any PHI and/or other health-related information thereon. Your access and use of the Website must comply with the privacy and security standards of HIPAA as well as any other applicable federal, state, or local laws addressing the protection of PHI and/or other health-related information.
to ensure the confidentiality, integrity, and availability of all electronic PHI inputted, created, received, maintained, or transmitted by You via the Website; to protect against any reasonably anticipated threats or hazards to the security or integrity of PHI inputted, created, received, maintained, or transmitted by You via the Website; to protect against any reasonably anticipated uses or disclosures of PHI that are not permitted or required by HIPAA or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information when accessing and utilizing the Website; to ensure workforce compliance with HIPAA's privacy and security requirements when accessing and utilizing the Website; that You are not accessing, using, and/or disclosing PHI in violation of HIPAA or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information; that You have fulfilled all obligations under HIPAA, under any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information, or under a "Business Associate" contract as defined by HIPAA or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information; that You have implemented administrative, technical, and physical safeguards that are reasonable and appropriate for the protection of PHI; that You have made reasonable efforts to limit the PHI accessed, used, and/or disclosed via the Website to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request; that You will not access, use, or disclose PHI via the Website if it is covered by a restriction in violation of such restriction; to abide by the privacy requirements of HIPAA and/or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information when accessing, using, and/or disclosing the PHI of a deceased person via the Website; that You will not access, use, and/or disclose PHI in a manner inconsistent with a Notice if it is required under HIPAA and/or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information; that You have complied with those portions of HIPAA and/or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information regulating agreements with "Business Associates" and You assume responsibility for the actions of your "Business Associates" and consequences associated therewith in accordance with the Indemnity section of this Agreement if You, as an Authorized User, provide User IDs to "Business Associates" as defined under HIPAA and/or any other applicable federal, state, or local law addressing the protection of PHI and/or other health-related information; and that You have not been intimidated, threatened, coerced, discriminated against, or subjected to any other retaliatory action or been required to waive rights for the right to access, use, or disclose PHI.
5. Rules For User Conduct
You assume sole and exclusive responsibility and liability for all access, use, activities, and/or omissions that occur in connection with the use of the Website. You must comply with all local, state, and federal laws, statutes, rules and regulations, as well as any treaties that may apply to the use of the Website by You. You also must comply with this Agreement as well as any and all additional, reasonable instructions provided to You by MOTION CONNECTED regarding access to and use of the Website. Please note that if You do not comply with this Agreement, your right of access will be revoked immediately and without notice.
You must not access or use the Website, or allow, enable, or knowingly condone others to access or use the Website system such that:
ANY laws, statutes, rules, regulations, judicial or governmental orders, or any treaties, are violated, including but not limited to those laws protecting against violation of or infringement upon intellectual property rights, rights of privacy or publicity, or any other rights of MOTION CONNECTED, an Authorized User, a member, a client, or any other person, party, or entity; MOTION CONNECTED, an Authorized User, a member, a client, or any other person, party, or entity is adversely affected; your activities cause discomfort, embarrassment, duress, or distress to us, any Authorized User, member, client, or any other person, party, or entity; programs or material that contain harmful, deleterious, or malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses or other potentially harmful programs or other material or information that may harm the operation of the Website are uploaded, distributed, or transmitted to or through the Website; the Website and their features, services, or general operation is disrupted, altered or modified, impaired, unable to function correctly, or in any way disabled; the right or ability of any Authorized User to access or use the Website and its features, services, or general operation is disrupted, altered or modified, impaired, unable to function correctly, or in any way disabled; or any information inputted, hosted, maintained, stored, transmitted, or otherwise managed on the Website, whether PHI or not, is collected, compiled or obtained, transmitted or reproduced, viewed or otherwise displayed, in connection with your use unless You have obtained the express permission of the party who owns that information to access, collect, compile, obtain, transmit, reproduce, view, display, and/or use their information when such permission is necessary.
If You believe that any Authorized User is or has violated any of the terms or provisions of this Agreement, please contact MOTION CONNECTED immediately. When contacting MOTION CONNECTED, please be prepared to provide us with enough information to investigate and evaluate your complaint as necessary. We reserve the right to act or refrain from acting in response to information provided to us. Accordingly, We may undertake or refrain from undertaking any or all actions that are available to us under the law upon receipt of such information. Such actions include, but are not limited to, requesting the assistance of any and all appropriate civil or criminal authorities or law enforcement agencies regarding the investigation or any further action deemed necessary or appropriate to protect MOTION CONNECTED'S, an Authorized User's, any member's, client's, or other interested person's, party's, or entity's rights or interests or to comply with applicable local, state, or federal laws, statutes, rules, and/or regulations.
6. Website Security
The Website hosts, maintains, or otherwise manages health-related data and information that may or may not be classified as PHI. Therefore, security mechanisms have been implemented to protect this information as required under HIPAA. You must not violate or attempt to violate the security of the Website. To do so would be considered a breach of this Agreement. Examples of activities that MOTION CONNECTED will consider actionable attempts on security include, without limitation: inputting, transmitting, and/or accessing data for which You do not have the appropriate authorization, consent, or permissions; interfering with, disrupting, disabling, or attempting to interfere with or otherwise disrupt or disable the service, use, and access of any Authorized User whether or not by means of transmission of harmful, deleterious, or malicious codes, such as viruses, timebombs, cancelbots, worms, trojan horses or other potentially harmful programs or other material or information to the Website, crashing or disabling the Website through other means; or logging on via an account that You are not authorized to access.
7. Termination of Rights of Access and Use
Notwithstanding any of these Terms, MOTION CONNECTED reserves the right to suspend, terminate, or otherwise revoke your license to access and use the Website if You fail to observe the terms of this Agreement or any other Agreement between the affected parties. Similarly, We also reserve the right to block or otherwise prevent your future access to and use of the Website. MOTION CONNECTED reserves the right to take the aforementioned actions without notice to You and as deemed appropriate and necessary in our sole and exclusive discretion. If We restrict, suspend, terminate, or otherwise revoke your license to access and use the Website, whether in whole or in part, such action will not change or modify other rights or remedies that may be available to MOTION CONNECTED and/or any affected party, person, or entity under this Agreement or applicable local, state, or federal laws, statutes, rules, or regulations.
8. Third Party Web Sites, Services and Software
We may link to, or promote web sites or services from other companies or offer You the ability to download software from other companies. You acknowledge that any third-party web site is independent from the Website. You agree that We are not responsible for, and do not control, those web sites, services and software and that We do not make any representations whatsoever about any other website which You may access through the Website. It is up to You to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other forms of a destructive nature.
9. Third Party Web Sites, Services and Software
YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE WEBSITE AND THE CONTENT AVAILABLE THROUGH THE WEBSITE IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOTION CONNECTED DOES NOT WARRANT AND MAKES NO REPRESENTATIONS THAT THE WEBSITE WILL OPERATE ERROR-FREE, THAT THE WEBSITE WILL BE AVAILABLE OR PERFORM AS DESCRIBED, THAT THE WEBSITE IS SECURE (OTHER THAN AS DESCRIBED), THAT THIS WEBSITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES, MALICIOUS CODES, OR OTHER HARMFUL GOODS, OR THAT YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR LOSS OF PROFITS OR DATA AS A RESULT OF ANY OF THE ABOVE, MOTION CONNECTED IS NOT RESPONSIBLE FOR THOSE COSTS.
MOTION CONNECTED makes no representations that the data or information obtained from your use of the Website is accurate, reliable, complete, or up-to-date. Further, MOTION CONNECTED makes no representations regarding the results You will obtain from using the Website. Your use of the Website is at your own risk. Information on the Website may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. MOTION CONNECTED may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.
IN NO EVENT SHALL MOTION CONNECTED BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES; ANY LOST PROFITS; ANY DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION; OR ANY OTHER DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OR INABILITY TO USE THE WEBSITE, ANY DATA, INFORMATION, OR MATERIAL CONTAINED THEREON, AND/OR IN CONNECTION WITH THIS AGREEMENT.
PLEASE NOTE THAT MOTION CONNECTED SHALL NOT BE LIABLE AS DISCUSSED ABOVE REGARDLESS OF WHETHER YOUR ACTION IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU HAVE ADVISED MOTION CONNECTED, DIRECTLY OR INDIRECTLY, THAT SUCH DAMAGES ARE POSSIBLE. TO THE EXTENT THAT THE ABOVE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS MAY NOT APPLY TO YOU AS A RESULT OF CONTRADICTORY LOCAL, STATE, OR FEDERAL LAW, YOU EXPRESSLY CONSENT AND AGREE THAT THE ABOVE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT ALLOWABLE UNDER THE APPLICABLE LAW.
You assume the entire risk as to use, quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of the Website. MOTION CONNECTED, its directors, officers, members, employees, suppliers, agents or representatives will not bear or assume any liability or responsibility for any loss or damage that is or may be sustained as a result of a delay, failure or interruption of your use of the Website, whether or not arising from the act or omission of a third party or from any other cause whether within our control or not.
MOTION CONNECTED is also making You aware, in this Agreement, that the capacity of the Website, in the aggregate and for each user, is limited. Consequently, some messages, requests for information and transmissions may not be processed in a timely fashion, and some features or functions may be restricted or delayed or inoperable as a direct result or consequence of this limited capacity. In accordance with this Agreement, You acknowledge same and further agree that MOTION CONNECTED assumes no liability, responsibility or obligation in association therewith.
Should there be a claim for which a sole or exclusive remedy is provided in this Agreement or any other agreement between the parties as a result of the Website failing its essential purpose, You agree that the sole and exclusive remedy provided by this Agreement or any other agreement between the parties for any loss or damage shall be to have MOTION CONNECTED attempt to repair, correct or replace any deficient services. To effect this remedy, MOTION CONNECTED requires that You provide written notice of the loss or damage to us within ten (10) days of your awareness thereof.
10. Indemnity of MOTION CONNECTED
You agree to defend, indemnify, and hold harmless MOTION CONNECTED, its members, officers, directors, and employees from and against any claims, actions or demands to which MOTION CONNECTED is a party as a result of any alleged negligence and/or fault on your behalf that is associated with, related to, caused by, or, in any way, affiliated with or correlated to your access and use of the Website. Such INDEMNITY EXTENDS TO reasonable legal and accounting fees associated with such claims, actions, or demands that allegedly result from use of the Website, and/or your breach of the this Agreement or Terms or any other agreement between the affected parties.
We may participate in the defense and any negotiations including settlement negotiations and You agree You may not settle any such claim or action which affects MOTION CONNECTED'S legal rights or obligations, without our express, explicit written consent. Please note that this will not relieve You of any responsibility if any court, judicial or governmental body or regulatory agency finds that You have incurred liability or responsibility in connection with a claim, action, or demand.
11. Indemnity of MOTION CONNECTED
You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin, United States of America, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Brown County, Wisconsin. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.
12. Entire Agreement