Cipher Innovation Group/User Group Terms and Conditions and Release

CIPHER INNOVATION GROUP/USER GROUP TERMS AND CONDITIONS AND RELEASE

Thank you for participating in the CipherHealth Inc. (“CipherHealth,” “Company,” “our,” or “we”) Cipher Innovation Group/User Group (the “Program”), through your relationship with your employer (“Covered Entity”), whether as an employee, staff, contractor, volunteer or other position. As a Program participant, you will provide feedback regarding various patient engagement products (“Products”) created and used by CipherHealth. As a condition to your participation in the Program, you hereby acknowledge and agree to the following Terms and Conditions and Release (collectively, the “Terms”). Please read the Terms carefully before participating in the Program.

If you do not agree to any portion of these Terms, you should not participate in the Program. You should review these Terms regularly as they may change at any time in the sole discretion of Company.

VOLUNTARY. Participation in the Program is completely voluntary, and I can discontinue my participation at any time by requesting removal from the Program through Covered Entity. I understand that my participation in future programs for other Company purposes may be subject to agreement to separate terms. However, even if I participate in the Program, I understand that I may not be invited to participate in any future patient engagement products, test any particular patient engagement product, and/or participate in any future Company program, and I understand and agree that Company may discontinue or suspend the Program at any time.
INSTRUCTIONS. Company may provide specific requests regarding how I should participate in the Program or provide feedback. In participating in the Program, I will follow these instructions and all applicable laws and regulations applicable to me.
FEEDBACK. I agree to provide Company with feedback regarding Company Products, which may include both individual and group discussions regarding the Products tested. The feedback that I provide to Company will become the exclusive intellectual property of Company, and Company may use my feedback for any purpose, and may incorporate my feedback and any other suggestions, ideas, recommendations or other information I provide into any products, services, and/or branding of Company. To the extent any feedback is subject to copyright, I agree that it is done as a “work for hire” as that term is defined under U.S. copyright law, and that as a result Company shall own all copyrights therein. To the extent requested by Company, I hereby agree to assign to Company, on behalf of myself and Covered Entity, without any additional consideration, all my rights and interest in such feedback. In providing feedback under the Program, I agree that my reviews will reflect my actual use and honest opinion of the Products.
PUBLICITY. As part of my participation in the Program, I may appear in photographs or in audio or video taken by Company showing or describing my use of the Products and my engagement in group discussions. I grant to Company and its affiliates an irrevocable, nonexclusive, royalty-free right and license, throughout the world and in perpetuity, to broadcast, display, perform, photograph, publish, record, edit, reproduce, transmit, create derivative works from and otherwise use my name, likeness, voice, biographical information and the material supplied by me during, after or otherwise in connection with the Program, including photographs or audio or video, for any purpose.
DISCUSSION and EXCHANGE OF PHI. I understand that while participating in the Program, I may disclose certain Protected Health Information (“PHI”) of patients of Covered Entity, and I may become aware of the PHI of certain patients of other Program participants, and/or their employer(s). I acknowledge and understand that Company is a Business Associate (as that term is defined in the regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended, at 45 C.F.R. Parts 160 and 164 (the “HIPAA Regulations”)) of Covered Entity, and that Covered Entity and Company have executed a Business Associate Agreement. I understand that the PHI which will be disclosed in the Program is confidential. I will not use or disclose any PHI discussed in the program, by myself or any other participant in the Program, for any business, commercial, competitive, personal, or other purpose.
DISCUSSION and EXCHANGE OF PROPRIETARY INFORMATION. I understand that while participating in the Program, I may disclose certain proprietary information of Covered Entity, and Company, and/or other Program participants may disclose their proprietary information as well. I understand that all proprietary information discussed are valuable assets to Company, Covered Entity, and/or other Program participants and their employer(s), and it must all be kept confidential. I agree that all proprietary information that I observe, learn, disclose, or that is disclosed to me during the Program, including any information about Company products and services and any information or feedback given or learned, must be held in confidence, and may not be disclosed by me to any third party. This includes posting photographs, videos, or text about the Program or the Products of which I, or any other participant in the Program, am aware.
AUTHORITY. I agree and acknowledge that I am authorized to release any confidential information, or information in general, about Covered Entity, that I may release while participating in the Program. I agree and acknowledge that Covered Entity has given me the authority to release any information that I may disclose while participating in the Program.
RELEASE. I hereby agree to waive and relinquish any and all claims against Company and its subsidiaries, affiliates, officers, directors, agents, employees, and contractors, and their respective affiliates, officers, directors, employees and agents (each a “Released Party,” and collectively, the “Released Parties”), specifically including those for any costs, damages and/or losses, arising out of or otherwise incidental to my participation in the Program, my use of Products provided to me by Company or my interaction with others in connection with or during the Program. I hereby fully release and forever discharge the Released Parties from and against any and all claims for injury, damage or loss, including personal injury, death, or loss or damage to property, that I or my family, personal representatives, assigns, heirs, and next of kin may have arising out of, connected with, or in any way associated with this Program.

I UNDERSTAND AND ACKNOWLEDGE THAT THIS RELEASE IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE STATE OF NEW YORK AND UNDERSTAND THAT BY AGREEING TO THESE TERMS AND CONDITIONS OF PARTICIPATION AND BY SIGNING THIS RELEASE, I AM GIVING UP MY RIGHT TO SUE.
LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR PARTICIPATION IN THE PROGRAM, ANY CONTENT AND/OR ANY PRODUCTS OR SERVICES PROVIDED ON, THROUGH OR IN CONNECTION WITH THE PROGRAM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO MY PARTICIPATION IN THE PROGRAM, ANY CONTENT AND/OR ANY PRODUCTS OR SERVICES PROVIDED ON, THROUGH OR IN CONNECTION WITH THE PROGRAM. COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
PRIVACY. Personal data that I provide regarding myself will be handled in accordance with Company’s Privacy Policy.
NO EMPLOYEE RELATIONSHIP. I understand that my participation in the Program does not make me an employee of Company, or create any agency, partnership, joint venture, employee/employer or independent contractor relationship between me and Company.
PATENTS, COPYRIGHT and TRADEMARKS. Company is the copyright owner or authorized licensee of all Products that Company provides or are discussed during the Program. The trademarks, service marks and logos used and displayed in Products are Company’s, or its subsidiaries’ or affiliates’, registered and unregistered trademarks. All trademarks and service marks of Company, or its subsidiaries or affiliates, that may be referred to in the Program are the property of Company, or one of its subsidiaries or affiliates. Nothing in the Program should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Company’s, or its subsidiaries’ or affiliates’, patents, trademarks, service marks or copyrights without Company’s prior written permission.
TERMINATION OF PARTICIPATION. We may terminate your participation in the Program at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other Program participants, to Company, to its partners, to Company’s affiliates.
GOVERNING LAW; VENUE. These Terms will be governed by the laws of the State of New York, without giving effect to any principles of conflicts of laws. By participating in the Program, you agree that any action at law or in equity arising out of or relating to your participation in the Program or these Terms will be filed only in the state or federal courts sitting in the Southern District of New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.
SEVERABILITY. If any portion of these Terms is held invalid by a court of competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the remaining provisions, which shall continue to be enforceable.

Your Consent To These Terms of Use

You consent to and agree to be bound by the foregoing Terms. If we decide to change these Terms, we will make an effort to post those changes on this page so that you will always be able to understand the terms and conditions that apply to your participation in the Program.

EFFECTIVE AS OF: October 17, 2023

LAST UPDATED: October 17, 2023