Solera Health, Inc.’s Terms of Use

Effective Date: February 2016

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Solera Health, Inc. (“Solera,” “our,” “us,” or “we”).  The following terms and conditions, together with our Privacy Policy (collectively, “Terms of Use”), govern your access to and use of www.SoleraNetwork.com and related services (collectively, the “Website” or “Solera’s Products and Services”) whether as a visitor or user.

Please read the Terms of Use carefully before using the Website.  By using the Website, you agree to be bound and abide by these Terms of Use and our Privacy Policy.  If you do not want to agree to these Terms of Use, you must not use or otherwise access the Website.

Representations You Make

You represent and warrant that the information you provide to us about you will be current, true, accurate, supportable and complete.

As part of Solera’s Products and Services, users may have the ability to transmit Personal Information (“Personal Information” means any information that may be used to identify an individual, such as your first and last name, age, gender, postal address, e-mail address, telephone number, other contact information, certain health information, or other personally identifiable information under an applicable law such as the Health Insurance Portability and Accountability Act (“HIPAA”) or an equivalent State law governing the use or disclosure of health information) and/or Protected Health Information (“Protected Health Information” means Personal Information in conjunction with information related to physical or mental health, such as medical history, family history, medical diagnosis, health background, current health status, age, gender, sexual behavior and sexual orientation, demographic information (including race, ethnicity, marital status, salary, education, political, religious, and trade union information) and information related to the diagnosis and treatment of health conditions, over-the-counter and prescription medications, laboratory test results, payments for treatment and health insurance information or other personally identifiable information under an applicable law such as HIPAA or an equivalent State law governing the use or disclosure of Protected Health Information and as defined by HIPAA) by and between one another if permitted by HIPAA and equivalent State law.  We do not claim ownership rights in the Personal Information and/or Protected Health Information; however, if you transmit Personal Information and/or Protected Health Information through Solera’s Website, you hereby grant us a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable license to use, display, reproduce and distribute (in whole or in part) in order to provide Solera’s Products and Services, consistent with these Terms of Use, our Privacy Policy, the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (jointly, “HIPAA”), other applicable Federal, State and international laws (including regarding the exporting of data or software), and regulations promulgated under these laws (collectively, “Privacy Laws”).

Solera’s Products and Services are not designed nor intended to be accessed by children under the age of 13.  No one under age 13 may provide any information to or through Solera’s Products and Services.  If you are under age 13, do not provide any information on or through Solera’s Products and Services, including, but not limited to, your name, address, telephone number, e-mail address, user name, health information or other.  No one under age 18 may provide any health-related information to or through Solera’s Products and Services unless Solera confirms that such disclosure would comply with HIPAA and equivalent State law.  By using Solera’s Products and Services, you represent and warrant that you are a United States citizen and meet all of the eligibility requirements.

If we learn we have collected or received Personal or Protected Health Information from a child under age 13 without verification or parental consent, we will delete that information and take other appropriate measures.  If you believe that we may have collected any information, including Personal or Protected Health Information, directly from a child under age 13, please contact us immediately at myprivacy@soleranetwork.com or (602) 443-5260.

Who We Are

Solera offers a proprietary software as a service (“SaaS”) platform that connects a nationwide network of community organizations and digital solutions for chronic disease prevention programs (including the Centers for Disease Control and Prevention’s National Diabetes Prevention Program) with technology that manages service referrals, reimbursement and payment, aggregates data, simplifies enrollment, and supports increased consumer engagement and choice.

We understand that Protected Health Information is personal and private, and we are dedicated to maintaining the accessibility, integrity, and security of Protected Health Information.

Who We Are Not

Nothing on our Website or in any of our other interactions with you, or in your use of any of Solera’s products and services, should be construed as creating or establishing a physician-patient relationship between you and Solera.  IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.  Never disregard professional medical advice or delay in seeking it because of something you have read on our Website.  Solera does not engage in the practice of medicine.

The content on our Website, such as text, graphics, images, articles, and other materials (“Content”) is for informational purposes only.  The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment.  Solera does not guarantee the accuracy, completeness, usefulness or adequacy of any resources, information, apparatus, product, or process available at or from our Website.  Our Website is not designed for the delivery of time sensitive or life critical medical or health-related communications.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion.  All changes are effective immediately when we post them and apply to all access and use of the Website thereafter.

Your continued use of the Website, and Solera’s Products and 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 – we recommend you check our Terms of Use each time you access this Website – so you are aware of any changes as they are legally binding on you.

Accessing the Website and Account Security

Solera is dedicated to ensuring the accessibility, integrity and security of Protected Health Information.  You are responsible for ensuring that all persons to whom you give access to any of Solera’s Products and Services are aware of these Terms of Use and have the opportunity to review, accept and comply with the Terms of Use.

To access Solera’s Products and Services, you may be asked to provide certain registration and/or authentication details or other security information.  It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.  You agree that all information you provide to register with this Website or any of Solera’s Products and Services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose a user name, password, and/or any other piece of information as part of our security procedures, you are expected to treat such information as confidential.  You also acknowledge that your account is personal to you and you are expected to treat your account as confidential.  You agree to accept responsibility for all activities that occur under your user name and password.  You agree to notify us immediately of any unauthorized access to, use or disclosure of your user name, password, or any other security violation or breach.  You also agree to ensure that you exit from your account at the end of each session.  You should use particular caution when accessing your account from a public or shared computer so that others are not able to view, track or record your user name, password, or other Personal Information.

We have the right to disable any user name, password, or other identifier at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms of Use (including our Privacy Policy).

Solera ensures the accessibility, integrity and security of Protected Health Information with built in access controls, monitoring, auditing and tracking features.  Every login, action performed and Website usage is tracked and captured.

We reserve the right to withdraw or amend this Website, or any of Solera’s Products and Services, in our sole discretion without notice as permissible.  We will not be liable if for any reason all or any part of the Website is unavailable at any time.

Prohibited Uses or Disclosures

You may use the Website and Solera’s Products and Services only for lawful purposes in accordance with these Terms of Use, our Privacy Policy and Privacy Laws.

You agree not to use the Website and Solera’s Products and Services:

Additionally, you agree not to:

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, user-to-user messaging services, or similar tools (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary.  By providing any User Contributions on the Website, you grant us and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material subject to your account settings and Privacy Laws.

You represent and warrant that:

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and you, not Solera, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website and Solera’s Products and Services.

Reliance on Information Posted

The information presented on or through the Website and Solera’s Products and Services is made available solely for general information purposes.  We do not undertake to review all material before it is posted on the Website.  While we intend for all information on our Website to be useful, 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 Website, or by anyone who may be informed of any of its content.

Our Website may include content provided by third parties, including materials provided by other users, bloggers, educators, physicians, researchers, etc.  All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the author.  We are not responsible or liable for the content or accuracy of any materials authored by any third parties.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, or violate the Privacy Laws of any user, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

Our Website may provide certain social media features that enable you to:

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.  We reserve the right to withdraw linking permission without notice.  We may disable all or any social media features and any links at any time without notice in our discretion.

Monitoring and Enforcement; Termination

We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities, regulatory agencies, and/or administrative or court orders requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.  YOU WAIVE AND HOLD HARMLESS SOLERA AND ITS LICENSEES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SOLERA AND/OR ITS LICENSEES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS OR OTHER ACTIONS BY SOLERA, LAW ENFORCEMENT, REGULATORY AGENCIES, AND/OR PRIVATE PARTIES.

Content Standards

These Content Standards apply to all User Contributions and use of Interactive Services.  User Contributions must comply in their entirety with all Privacy Laws.  Without limiting the foregoing, User Contributions must not:

Mobile Terms and Conditions

Effective Date: 1/1/2018

Receive special text offers and deals from Solera Diabetes Prevention Program through your mobile device.  Text JOIN to 81053 to enter – each entrant will have the option receive up to four (4) text messages per month from an automated system.  Message and data rates may apply.

By opting in to this service, you consent to receive mobile text alerts using an automatic telephone dialing system. Consent to receive marketing text messages is not required as a condition of purchasing any goods or services.

By signing up, you are confirming you are over the age of 13.

STOP Information

Text STOP to 81053 to stop receiving Solera Diabetes Prevention Program messages from Solera Health (you will receive a confirmation text).

HELP Information

For additional information, text HELP to 81053 or contact 877.486.0141.

Supported carriers are:

AT&T, Sprint, T-Mobile®, Verizon Wireless, Boost, Cricket, MetroPCS, U.S. Cellular, Virgin Mobile, ACS Wireless, Appalachian Wireless, Bluegrass Cellular, Carolina West Wireless, Cellcom, C-Spire Wireless (formerly Cellsouth), Cellular One of East Central Illinois, Cincinnati Bell Wireless, Cross (dba Sprocket), Duet IP, Element Mobile, EpicTouch, GCI Communications, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri Cellular), Illinois Valley Cellular, Immix (Keystone Wireless / PC Management), Inland Cellular, iWireless, Mobi PCS (Coral Wireless LLC), Mosaic, MTPCS / Cellular One (Cellone Nation), Nex-Tech Wireless, nTelos, Panhandle Telecommunications, Peoples Wireless, Pioneer, Plateau, Revol Wireless, Rina – Custer, Rina – All West, Rina – Cambridge Telecom Coop, Rina – Eagle Valley Comm, Rina – Farmers Mutual Telephone Co, Rina – Nucla Nutria Telephone Co, Rina – Silver Star, Rina – South Central Comm, Rina – Syringa, Rina – UBET, Rina – Manti, South Canaan / CellularOne of NEPA, Thumb Cellular, Union Wireless, United, Viaero Wireless, West Central Wireless, Leaco, Nemont/Sagebrush. T-Mobile is not liable for delayed or undelivered messages.

We take your privacy seriously. Please visit http://soleranetwork.com/privacy-policy/ to review our privacy policy.

Maintenance and Availability

Scheduled system maintenance shall take place from time to time, and during such time, updates to the Website, or portions thereof, may be unavailable.  Emergency maintenance may be required at other times in the event of system failure.  You specifically acknowledge that outage and downtime may occur.  Use of our Website is void where prohibited.

Geographic Restrictions

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

Intellectual Property Rights

Solera’s Products and Services, including our Website (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned or controlled by Solera, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  Under no circumstances may the name Solera or any of Solera’s proprietary tools or services be used in any advertising or publicity without the express prior written permission of Solera.

If you print, copy, modify, download, or otherwise use or provide any other person or entity with access to any part of the Website or Solera’s Products and Services in violation or breach of these Terms of Use, your right to use Solera’s Products and Services will cease immediately and you must, at our option, return or destroy (subject to written verification) any copies of the materials you have made.  No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Solera.  Any use of the Website or Solera’s Products and 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.

Trademarks

Solera’s name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Solera or its affiliates or licensors.  You must not use such marks without the prior written permission of Solera.  All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Acknowledgement Regarding SMS Messages

To the extent the Website or related services enables you to send or receive SMS messages, the standard text messaging rates or other carrier charges may apply to such use.

Disclaimer of Warranties and Acknowledgements

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for reconstruction of any lost data.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND RELATED PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT.  WE DO NOT WARRANT THAT THE FUNCTIONS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

Limitation of Liability

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 OR THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

IN NO EVENT WILL SOLERA, ITS AFFILIATES, OR THEIR LICENSORS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

Indemnification

You agree to defend, indemnify and hold harmless Solera, its affiliates, licensors and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees arising out of or relating to your violation of these Terms of Use or your use of the Website including, but not limited to, your User Contributions, any use of the Website’s content, and Solera’s Products and Services, other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website 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 laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

Amendments

Any amendments to and waivers under these Terms of Use shall only be valid if in writing and signed by an authorized officer of Solera.

Waiver and Severability

No waiver by Solera 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 by Solera 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 provision of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Solera with respect to the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and Solera’s Products and Services.

Your Comments and Concerns

This Website is operated by Solera Health, Inc., 1018 W. Roosevelt St., Phoenix, Arizona, 85007.  All feedback, comments, concerns, requests for technical assistance and other communications relating to the Website should be directed to itsupport@soleranetwork.com.

Arbitration Agreement

YOU EXPRESSLY AGREE THAT YOU WILL SUBMIT ANY DISPUTE(S) ARISING FROM THE USE OF THESE TERMS OF USE OR THE WEBSITE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING ARIZONA LAW IN THE COUNTY OF MARICOPA.