CHIPS ANALYTICS – TERMS OF SERVICE

These Terms of Service (“Terms”) by CHIPS Analytics, Inc. (“CHIPS Analytics,” “we,” or “us”), apply to your use of the CHIPS Analytics website (www.chipsanalytics.com) (the (“Site”) and any related applications, online services and mobile applications provided by CHIPS Analytics (collectively, the “Services”). These terms together with our policy (collectively, this “Agreement” )Govern your use of the Services. The Agreement applies to any registered or a non-registered patient or other non-Provider user of the Services (“User”), including a doctor, clinician,therapist, other healthcare specialist, professional or provider, or other professional using the Services in connection with a healthcare-related practice or other organization(“provider”).

PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.

PLEASE READ SECTIONS 9 AND 10 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR WEBSITES, SERVICES, TERMS OF SERVICE OR PRIVACY POLICY.

PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH MAY, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST CHIPS ANALYTICS ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

  1. INTRODUCTION
    1. About The Services
    2. Modifications
  2. USE OF THE SERVICES AND YOUR ACCOUNT
    1. Permitted Users
    2. Establishing an Account and Using the Services
    3. Responsibility for Use of Account
    4. Selection and Use of Account Password and Multifactor Identification
    5. Fees and Billing for Providers
    6. Modification and Interruption of the Services
    7. Telehealth
  3. USER DATA AND INTELLECTUAL PROPERTY RIGHTS
    1. Your Rights and Obligations with Respect to Your User Data
    2. Protected Health Information, User Data and Use of Your Information
    3. CHIPS Analytics’ Rights
    4. Limited License
    5. Third Party Rights
  4. HEALTH RELATED INFORMATION
    1. We Do Not Provide Medical Advice or Medical Services
    2. b. No Doctor Patient Relationship
    3. Important Information About Provider Relationships and Lists; Authorization and Acknowledgement
    4. Editorial Control
    5. Provider Information
    6. Procedures/Products/Services
  5. USER RESPONSIBILITIES
    1. Prohibited Uses of the Services
    2. You may only use the Services for lawful purposes;
    3. Use of the Services is limited to personal, non-commercial purposes except if you are registered with us as a Provider;
    4. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services;
    5. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining identity theft, or any other means; and
    6. You may not post, display, or transmit User Data that violates any applicable law, the rights of any third party, or is defamatory, indecent, discriminatory, or otherwise inappropriate.
    7. Copy, modify, adapt, translate, or reverse engineer any portion of the Services, its content, or materials;
      Remove any copyright, trademark or other proprietary rights notices contained in or on the Services or in or on any content or other material obtained via the Services;
    8. Use, without permission, any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, or index any portion of the Services;
    9. Access or retrieve any portion of the Services for purposes of constructing or populating a searchable database of reviews or other information related to the healthcare industry or Providers;
      Reformat or frame any portion of the web pages that are part of the Services;
    10. Fraudulently misuse the Services, including scheduling an appointment with a Provider which you do not intend to keep;
    11. Create user accounts by automated means or under false or fraudulent pretenses;
    12. Collect or store personal data about other users in connection with the prohibited activities described in this paragraph;
      Accumulate or index, directly or indirectly, any portion of the Services (including, without limitation, Provider or practice information, appointment availability, and price information) for any purpose whatsoever; or
    13. Use any means, including software means, to conduct web scraping of any portion of the Services.
      Any violation by you of the terms of this section may result in immediate suspension or termination of your Account without any refund or other compensation. In addition, we may take measures deemed appropriate, including legal action and technical remedies, to respond to or prevent violation of this provision and enforce these terms.
    14. No Spam
  6. RESPONSIBILITIES FOR USERS WHO ARE PROVIDERS
    In addition to the responsibilities in the foregoing section, if you are a Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:
    1. You will not use the Services to view, access or otherwise use, directly or indirectly, price, check availability, or other information of another Provider for any purpose other than your own personal, non-commercial use, such as a patient or prospective patient with that Provider, or in connection with assisting a patient or prospective patient with a referral;
    2. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
    3. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive, or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations in the region or country where you reside.
    4. You are responsible for setting your configurable security settings in alignment with HIPAA and GDPR requirements including security monitoring, reporting, and notification of security incidents to CHIPS Analytics, network connectivity redundancy (as needed), disaster recovery in accordance with HIPAA requirements, and administering end user access to limit access appropriately.
    5. You are solely responsible for the accuracy and truthfulness of your submitted insurance claims and will hold CHIPS Analytics harmless for any false or defective claim or claims. CHIPS Analytics assumes no responsibility or liability for the accuracy or truthfulness of your insurance claims.
    6. You will promptly report any suspected fraud, waste, or abuse to the relevant authority and CHIPS Analytics. You will also cooperate fully with any agency charged with the duty of preventing, identifying, investigating, sanctioning, or prosecuting suspected fraud, waste, and abuse in regional or country health care programs.
    7. Nothing in this Agreement, whether written or oral, nor any consideration in connection therewith, contemplates or requires the referral of any patients, goods, items, facilities, or services by CHIPS Analytics to a Provider or to any other entity affiliated in any way with a Provider. This Agreement and the Services are not intended to influence the judgment of a Provider in choosing medical specialists or medical facilities appropriate for the proper care and treatment of its patients. Neither CHIPS Analytics nor its employees, consultants or agents shall receive any compensation or remuneration for referrals, if any, to the Provider. This Agreement has been negotiated as an arms-length transaction by independent parties, and the parties hereto agree that any and all compensation and remuneration provided herein is at prevailing market rates.
  7. NO RESPONSIBILITY FOR ACTS OF OMISSIONS OF THIRD-PARTY WEBSITES
    The Services may contain links to or otherwise support connections to third-party websites or other online services that are not owned or controlled by CHIPS Analytics. Portions of the Services may also be embedded within third party websites. CHIPS Analytics is not responsible for, or liable for the content, policies, or practices of any third-party websites or online services. Please consult any applicable terms of use and privacy policies provided by the third party for such websites or online services.
  8. INTERRUPTION OF SERVICES OR USER DATA LOSSCHIPS
    Analytics may on occasion need to interrupt the Services with or without prior notice to protect the integrity or functionality of the Services. CHIPS Analytics will not be liable for any interruption of the Services (whether intentional or not), and you will not be entitled to any refund of fees or other compensation for an interruption of Services. Likewise, in the event of loss of any User Data, we will not be liable for any damage or harm arising therefrom.
  9. LEGAL LIABILITY AND RELEASES
    1. Releases
    2. Disclaimer of Other Express and Implied Warranties
    3. Limitation of Liability
    4. Non-US Residents
    5. Indemnification
    6. Legal Relationship Between You and CHIPS Analytics; No Third-Party Beneficiaries
    7. Force Majeure
  10. DISPUTE RESOLUTION AND ARBITRATION
    In the event of a dispute between you and CHIPS Analytics, other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Wilmington, Delaware. Notwithstanding the foregoing, either party may seek strictly injunctive or other non-monetary equitable relief to protect or enforce its Intellectual Property Rights in court. In the event that there is any dispute between you and CHIPS Analytics that is determined not to be subject to arbitration, exclusive jurisdiction and venue shall be in state or federal court in the City and County of Wilmington, Delaware.PURSUANT TO THIS AGREEMENT, YOU WAIVE ANY RIGHTS TO BRING, AND AGREE NOT TO PARTICIPATE IN, ANY CLASS ACTION, CONSOLIDATED, MULTIDISTRICT OR COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Unless both you and CHIPS Analytics agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.You agree that this Agreement and the relationship between you and CHIPS Analytics shall be governed by the laws of the State of Delaware without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.
  11. TERMINATION
    1. Termination by You
    2. Termination by CHIPS Analytics
  12. INTERNATIONAL CONSIDERATIONSCHIPS Analytics’ Services are based outside the United States. CHIPS Analytics makes no representation that any aspect of the Services is not appropriate or available for use outside of the United States. Those who access the Services from other locations are responsible for compliance with applicable local laws. The Services may be subject to applicable export laws and restrictions.
  13. ASSIGNMENT OF AGREEMENT AND ACCOUNTYou may not assign this Agreement or your Account without the prior written consent of CHIPS Analytics. You may not transfer or sublicense any licenses granted by CHIPS Analytics in this Agreement without the prior written consent of CHIPS Analytics.CHIPS Analytics may assign this Agreement (in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement) to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other change in control of our company to another entity. We will use reasonable efforts to notify you regarding any such change of ownership.
  14. INTEGRATION, INTERPRETATION OF SECTION HEADINGS AND SEVERABILITYThis Agreement (including anything incorporated by reference) sets forth the entire agreement and understanding between you and CHIPS Analytics with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and CHIPS Analytics that is signed by a duly authorized representative of both parties and expressly references amendment of this Agreement. No other written, oral, or electronic communications will modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.The section headings used herein, including descriptive summary sentences at the start of each section, is for convenience only and shall not affect the interpretation of this Agreement.If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.No waiver of by us of any term or condition set out in this Agreement 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 us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
  15. NOTICES AND QUESTIONS FOR CHIPS ANALYTICSCHIPS Analytics may provide notice to you and obtain consent from you (1) through the Services; (2) by electronic mail at the electronic mail address associated with your Account; (3) an electronic medium for communication and/or (4) by written mail communication to you at the address associated with your Account. You consent to the notice method chosen by CHIPS Analytics.Please direct all notices, questions or concerns regarding this Agreement or the Services to us at support@chipsanalytics.com
  16. DMCA POLICY
    1. Generally
    2. Filing a Notification
    3. Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own).
    4. ii. Identify the item that you claim is infringing on your copyright.
    5. iii. Provide a sufficient method of contacting you; phone number and email address would be preferred.
    6. iv. Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.” v. vi. Sign the paper. Please note: The DMCA provides that you may be liable for damages (including costs and attorneys’ fees) if you falsely claim that an item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether an object is protected by copyright laws.
    7. Filing a counter-notification
      • List the items that were removed by CHIPS Analytics.
      • Provide your name, address, telephone number, email address (if available).
      • State that you consent to the jurisdiction of Federal District Court for the judicial district in which you reside (or Wilmington, Delaware if your address is outside of the United States).
      • State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person.
      • State the following: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
      • Sign the paper.
  17. DATA PROCESSING REQUIREMENTSThis Section applies only to the extent that CHIPS Analytics Processes or Collects Personal Information in the course of providing the Services to you pursuant to the Agreement.
    1. Definitions
    2. “Business,” “Collects” (and “collect” or “collection”), “Consumer,” “Business Purpose,” “Sell,” “Sharing” (and “share”), “Processing” (and “process”), “Personal Information”, “Sensitive Personal Information”, and “Service Provider” shall have the meanings given to them in the local privacy law.
    3. “Business Purpose” or “Business Purposes” also has the meaning given in Section 3.2 of this Addendum.
    4. “Security Breach” means an unauthorized access and exfiltration, theft, or disclosure as a result of CHIPS Analytics’ violation of the duty to implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information.
    5. Data Processing and Protection
    6. Business Purpose
    7. Not a Sale or Sharing of Personal Information
    8. Service Provider Data Processing Responsibilities
    9. Consumer’s Rights
    10. Assistance
    11. Review and Remediation
    12. Sensitive Personal Information
    13. Technical Security Measures
    14. Security Breach
    15. Specific Indemnification