End-User Terms of Service
Last Revised: March 2, 2021
IMPORTANT - NO MEDICAL ADVICE BY CHIEFY
THIS SERVICE PROVIDES INFORMATION ONLY AND DOES NOT PROVIDE ANY MEDICAL ADVICE. CHIEFY IS A MERE TECHNOLOGICAL SOLUTION PROVIDER AND HAS NO RESPONSIBILITY WHATSOEVER TO THE MEDICAL INFORMATION PROVIDED OR CONVEYED VIA THE SERVICE. CHIEFY IS NOT A HEALTH CARE PROVIDER AND THE SERVICES ARE PROVIDED FOR GENERAL INFORMATIONAL AND EDUCATIONAL KNOWLEDGE AND DOES NOT PROVIDE OR CONSTITUTE AS PROFESSIONAL OR MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CONSULTATION OR HEALTHCARE SERVICE IN ANY WAY, AND MUST NOT BE RELIED UPON AS SUCH. FURTHER, THIS SERVICE CANNOT BE USED FOR MEDICAL DECISIONS AS IT IS ONLY A PLATFORM FOR GENERAL INFORMATIONAL AND EDUCATIONAL KNOWLEDGE. AS SUCH IT IS NOT REGULATED BY ANY GOVERNMENTAL AGENCY, INCLUDING THE FOOD AND DRUG ADMINISTRATION. UNLESS EXPRESSLY PROVIDED OTHERWISE IN THE SERVICE, CHIEFY DOES NOT IN ANY WAY ENDORSE, RECOMMEND OR ASSUME ANY RESPONSIBILITY FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN WHOLLY OR PARTIALLY IN RELIANCE ON THE SERVICES OR ANY INFORMATION CONVEYED VIA THE SERVICES, OR OBTAINED THEREFROM. CHIEFY IS NOT SPONSORED OR ENDORSED IN ANY MANNER BY ANY MEDICAL OR HEALTHCARE CLINICIAN, INSTITUTION, OR ANY PHARMACEUTICAL CORPORATION, AND DOES NOT PROVIDE ANY PARTICULAR ENDORSEMENT FOR SUCH. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE AND THE CHIEFY APP IS ENTIRELY AT YOUR OWN RISK.
1. Acceptance of the Terms
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICE.
By accepting these Terms, you represent that any and all information you provide us through the Service is true and accurate. The provision of any false or fraudulent information is strictly prohibited.
2. The Services.
The Services provide to health services providers and other organizations (the “Customer” or “Organization”) a technological platform for communication and collaboration of surgical teams and staff (i.e., You) before and after procedures. It also enables the collaboration and coordination on pre-procedure plan, setting education goals, and the post-procedure communication of feedback and main lessons learned.
3. Information and Data.
3.1. General Information.
As described, Our Services provides a dedicated platform for communication, gathering of anonymized, aggregated, and summarized information pertaining to medical cases, feedbacks, experience, and other related information that may be relevant for You, as part of your medical operations (collectively, “General Information”). The General Information is provided to you, via our Services to provide you a tool to receive a better view of other medical experience and knowledge in dedicated fields of operation.
3.2. Yours, Your Organization, and Data Subject(s) Information.
3.3. Your Responsibility.
You understand and agree that you are solely responsible for your Customer Data and the consequences of providing, and publishing such Customer Data on the Services, in any way. You hereby warrant that your Customer Data is true, current, accurate and complete. Chiefy takes no responsibility and assumes no liability for any Customer Data upload, posted, published and made available by you or any third party in the Services, or for any loss or damage thereto, nor is Chiefy liable for any mistakes, defamation, libel, falsehoods, obscenities or unethical content You or any other third party may encounter.
3.4. Ownership of Customer Data.
You will retain exclusive ownership of the Customer Data that will be stored on The Chiefy database. You acknowledge and accept that you will remain solely responsible and liable for Customer Data. You will have full administrative control over Customer Data that has been included for use in the Service and/or Site. Chiefy affirms that it will never share Customer Data with third parties and will limit its use solely as described and permitted under these Terms.
3.5. License to Customer Data.
You hereby acknowledge and grant to Chiefy a limited, non-exclusive, and non-assignable license to use, store, upload, display and copy the Customer Data solely for the purpose of providing you with the Services. In addition, You hereby grants Chiefy an irrevocable, perpetual, non-transferable, non-sublicensable, non-exclusive, royalty-free license and right to use, have used, create any derivative work, to any depersonalized anonymous or statistical data of the Customer Data, or data which is derived or deducted by Chiefy from Your use of the Services pursuant hereto, and which does not identify You, any Data Subject(s), or Your Organization, for Company’s analytics, research, development, and internal use, and including for the purpose of creating and providing the General Information as part of the Services.
4.1. Account Information.
4.2. Accurate details
You must provide accurate and complete information when creating an Account and you agree to not misrepresent any of your Account information, and to keep your Account information accurate and up to date.
4.3. Login Credentials.
If you provide a password and username, you are solely and fully responsible for maintaining the confidentiality of the login credentials of your Account and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party. If you forget your password, you can request to have a new password sent to your registered e-mail address. Your Account will be at risk if you allow someone else to use it inappropriately, and we reserve the right to terminate your Account if you or anyone using your Account, violates these Terms.
As part of the Account, the Customer will be providing us (Chiefy) with an email address of the Customer’s Admin, and we will then open the Customer’s Admin Account. The Customer and the Customer’s Admin, are severally and jointly, responsible for controlling and managing their User’s Account(s) within their organization, to distinguish between different departments, users, provide dedicated dashboards, and provide different permission to different Users. Chiefy has no applicative access to such functions and information in the App.
5. User Representations and Undertakings.
Your use of the Services (or any part thereof) is dependent on the fact that You hereby represent and warrant that:
You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Services in accordance with these Terms, and to fully perform your obligations hereunder all on behalf of Yourself and/or Your Organization;
You possess the knowledge and judgment necessary to decide whether to use the Services or otherwise rely on any Information available therein and shall always put your Data Subjects and/or patient’s interests and health before relying on any Information provided through Your use of the Services;
The execution of these Terms does not and will not violate any other agreement or obligation to which you are bound or any law, rule, regulation, order, or judgment to which You may be subject;
You acknowledge that you are solely responsible for complying with applicable laws or other obligation, including any ethical standards regarding Your use of the Service; and
You will not infringe or violate any of these Terms.
You will protect and maintain the confidentiality of any Sensitive Information You receive or have access to in the scope of the Services, and use it or disclose it to any third-party
If You, access and use the Services, you represent and warrant that you are at least twenty-one (21) years old. The Services are only intended for individuals aged twenty-one (21) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
6. Use Restrictions.
You may not, whether by Yourself or by anyone on Your behalf to (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services or any of the information and resources about the Services, and any other Information, in any way or publicly display, perform, or distribute them; (ii) make any use of the Services and/or Information on any other website or networked computer environment other than in the Services, for any purpose, or replicate or copy the said Services and Information without Chiefy's prior written consent; (iii) create a browser or border environment around the Services, or the Information, and any part thereof (no frames or inline linking); (iv) interfere with or violate any other User’s and/or Data Subject right to privacy or other rights, or harvest or collect personally identifiable information about Users of the Service without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with our Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of our Services, or the servers or networks that host our Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Services and/ot the Information; (ix) frame or mirror any part of the Services without Chiefy's prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Services and/or Information; (xi) forward any data generated from our Services without the prior written consent of Chiefy; or (xii) to transfer and/or assign the User’s Account’s password, even temporary, for third party; (xiii) use our Services for any illegal, immoral or unauthorized purpose; (xiv) capture, upload, display, convey and/or otherwise communicate to Chiefy or to any Users, any information, imagery and other content which is proprietary information of any third party who, unless specifically allowed hereunder, or is, inter alia, harassing, offensive, indecent, pornographic, illegal, abusive or vulgar; or (xv) use our Services, the and/or the Information for any purpose other than as described hereunder or for any commercial purposes without Chiefy's express prior written consent or pursuant to an express written agreement.
7. Intellectual Property Rights
License to use the Services. The Company is granting you with a limited, personal, not exclusive, non-assignable, not-tradeable license, which cannot be used in order to issue sub-licenses and that can be canceled completely, to use (a) the Services during the term purchased by your Organization, and do not entitle you with any right in the Services or any part of, rather than a limited right to use it in accordance herewith.
Intellectual Property. Our Services, the Information, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents, and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the "look and feel" of our Services), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, "Intellectual Property"), are owned and/or licensed to Chiefy and subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions, and signs indicating proprietary rights of Chiefy or its licensors, including [®], copyright mark [©] or trademark [™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect.
8. Privacy and Security
Security. Chiefy implements reasonable security measures and procedures, including security measures that meet HIPAA requirements such as data encryption, multi-factor-authentication (MFA), and periodical audits by a reputable third-party auditor, to assist in protecting the Services, any Information, including your Customer Data, and ensure the integrity and availability of the Information.
Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Sites, and disclose it for the purpose of providing, improving, and publicizing our products and services, including the Sites and Service, and for other business purposes. “Anonymous Information” means information that does not enable identification of an individual, such as aggregated and analytics information. Chiefy owns all Anonymous Information collected or obtained by Chiefy.
9. Disclaimer and Warranties
CHIEFY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE OUR SERVICES. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR ANY USE OF THE SERVICES NOT IN ACCORDANCE WITH CHIEFY INSTRUCTIONS AND RECOMMENDATIONS. OUR SERVICES, INCLUDING ANY TECHNICAL SUPPORT SERVICES, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION. CHIEFY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY INFORMATION AVAILABLE ON OUR SERVICES INCLUDING ANY SENSITIVE INFORMATION. THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK AND CHIEFY SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
10. Limitation of Liability
IN NO EVENT SHALL CHIEFY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF OUR SERVICES, OR THE USE OR INABILITY TO USE OUR SERVICES, THE INFORMATION, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF CHIEFY TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF CHIEFY BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER CHIEFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR CHIEFY’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF CHIEFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL CHIEFY’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO CHIEFY FOR YOUR USE OF THE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO CHIEFY FOR THE USE OF THE SERVICE OR IF NO PAYMENTS WERE MADE ON YOUR BEHALF, THEN CHIEFY SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
You agree to defend, indemnify and hold harmless Chiefy from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising directly or indirectly from: (i) your unauthorized use of our Services; (ii) your violation of any term of these Terms or any applicable laws or regulation; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of our Services (including your violation of any third party rights); (iv) any claim for financial remedies or other compensations due to a decision that was taken or not taken or any action that was made or not made based on the Information, output or any other data resulting from the use of the Services.
12. Third-Party Components within Our Services
The Services may use or include third party software, files, and components that are subject to open source and third party license terms (“Third-Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third-Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Service and Chiefy disclaims all liability related thereto. You acknowledge that Chiefy is not the author, owner or licensor of any Third Party Components, and that Chiefy makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
13. Amendments to the Terms
Chiefy may change the Terms from time to time, at its sole discretion and without any notice. We will use reasonable commercial efforts to notify regarding substantial changes of these Terms on our Site and/or via our Services. Such substantial changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date, and your continued use of our Services the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
The Service’s availability and functionality depend on various factors, such as communication networks, software, hardware, and Chiefy’s service providers and contractors. Chiefy does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
15. Changes to the Services
Chiefy reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Services (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Information available through the Services may be changed, modified, edited or extended in terms of content and form or removed at any time without any notice to you. You agree that Chiefy shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Services (or any part thereof).
Headings. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
Relationship of the Parties. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Chiefy and you.
Governing Law; Jurisdiction. Any claim relating to these Terms or the Services will be governed by and interpreted in accordance with the laws of the State of New York, United States, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the use of the Services in connection with your Account will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of New York, United States.
Assignment. Chiefy may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Your rights and obligations under these Terms are not assignable. Any attempted or actual assignment thereof without Chiefy’s prior explicit and written consent will be null and void.
Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
Entire Agreement. These Terms constitute the entire terms and conditions between You and Chiefy relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Chiefy and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Services. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure, or a duty of disclosure of Chiefy in entering into these Terms.
17. Contact Us
If you have any questions (or comments) concerning the Terms or to the use of the Services, you are most welcome to send Chiefy an email to email@example.com, and Chiefy will make an effort to reply within a reasonable timeframe. Our standard support hours are 09:00 to 17:00 Eastern Time Monday through Friday for technical information, technical advice, and technical consultation regarding Your use of the Services. You should not share any Sensitive Information when communicating with Chiefy’s support and customer service team.