Effective November 12, 2021
Please read these Terms carefully before you start to use the Services, as they are a legal agreement between Flatiron and you. These Terms contain important provisions that limit our liability to you. These Terms also require you to resolve any dispute with us through final and binding arbitration on an individual basis and not part of a class or representative action, unless you are a natural person and acting in your individual capacity (“Consumer”) and a resident of the Federal Republic of Germany (“Germany”) or the United Kingdom (“UK”).
By using any of the Sites (if you are a resident of the U.S. or any other country except Germany and the UK) or by clicking to accept or agree to these Terms when this option is made available to you in the context of the Services, you accept and agree to be bound by these Terms without limitation or qualification. For details, please see the Section “Acceptance of these Terms” below.
- Flatiron does not provide medical care services. Flatiron provides technologies to help health care providers manage their medical practices. Flatiron also operates patient portals wherein patients can access information in their medical records and communicate with their health care providers.
- Dial 911 in the case of an emergency. Flatiron is not a health care provider and cannot provide assistance in the case of an emergency.
- Service-Specific Terms. These Terms contain general terms that apply to all of our Services, as well as certain terms that apply only to a particular Service (“Service-Specific Terms”). We also may present to you or post additional Service-Specific Terms through the Services that apply to particular features of the Services. To the extent that these Terms conflict with the Service-Specific Terms, the Service-Specific terms will control.
- Provider Agreements. Where applicable, Protected Health Information and other information is provided to us through our EHR services (as defined below) and patient portals; therefore, we have entered into agreements with our health care provider customers (“Provider Customers”) that govern our use of that information (the “Provider Agreements”). If you are using the Services on behalf of a Provider Customer, these Terms supplement any Provider Agreements. To the extent that these Terms conflict with any Provider Agreements, the Provider Agreements will control. If you are using the Services as an employee or other representative of a Provider Customer, you are a “Practice User” for purposes of these terms. Provider Agreements contain terms protecting privacy and may contain terms that control over these Terms for Practice Users.
Acceptance of these Terms
By using any of the Services, you accept and agree to be bound by these Terms without limitation or qualification, and these Terms will form a legal agreement between Flatiron and you, provided that you are a resident of the United States or a resident of any other country besides Germany and the UK.
We may also ask you to accept these Terms when you register for an account for any of our Services, or when you start using an App or certain other Services. These Terms will form a legal agreement when you accept and agree to be bound by these Terms and we enable your account or grant you access to the App or other Service. Certain Apps or Services may have additional terms, which you should read carefully, and are in addition or in some instances, replace these Terms.
Children and Minors
The Services are not intended for or directed to children under 18 years old or under the age of majority under the law of the applicable jurisdiction. If you are a minor, you will not be granted access to Flatiron’s patient portals, commonly known as CareSpace.
We do not intend to solicit information or to market any products or services to minors through this Site. We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material and information that is harmful to minors.
Changes to These Terms
We reserve the right to change or replace these Terms at any time. Please check back from time to time to ensure that you are aware of any changes or updates to these Terms. We will indicate the Terms’ effective date at the top of this page. If we make material changes that would impact your use of the Services, we will endeavor to notify you of the changes, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method.
If you are a resident of the United States or a resident of any country beside Germany or the UK, your continued use of the Services after changes have been posted indicates your acceptance of any changed Terms.
We may also ask you to explicitly accept the changed Terms when you log into your account for any of our Services, or when you start using an App or certain other Services. The changed Terms will become part of our legal agreement when you accept and agree to be bound by these changed Terms and we grant you access to the App or other Service.
Reservation of Rights
We reserve the right at any time and for any reason, with or without notice, and without liability to you or any other user, to: (1) modify, suspend or terminate the operation or any feature of the Services; (2) restrict, limit, suspend or terminate your and/or any other user’s access to the Services; (3) monitor any user’s use of the Services to verify compliance with these Terms and/or any applicable law; (4) investigate any suspected or alleged misuse of the Services and cooperate with law enforcement and/or third-parties in such investigation, and (5) disclose information about any user’s use of the Services in connection with law enforcement investigation of alleged illegal activity, or in response to a lawful court order or subpoena.
The Services are the proprietary property of Flatiron and/or its third-party licensors, and are protected by copyright, trademark and other intellectual property laws of the United States, Germany, the UK, Japan and other countries. As used in these Terms, “Content” means all text, information, materials, images, photos, graphics, artworks, logos, videos, audios, directories, listings, databases, search engines and other content. You also acknowledge that the Content is and shall remain our property or the property of our licensors.
Subject to your compliance with these Terms or as otherwise permitted by applicable law, we grant you a revocable, conditional and limited license to access and use the Services solely for your own personal and non-commercial use (or if you are a Practice User, otherwise in connection with the applicable Provider Customer’s authorized use of the Services) in accordance with applicable laws. If the Services permit you to download or print any Content, such Content may be used only by you and only in connection with this purpose. You may not distribute or otherwise copy any such Content. This license is personal to you and is not transferable or assignable to others, and may be revoked and terminated by us at any time and for any reason (including, without limitation, if you violate these Terms or any applicable law). We reserve all rights not expressly granted herein.
The trademarks, logos and service marks appearing on the Services, including, but not limited to, the trademarks: “Flatiron Health” and “Flatiron” are trademarks and service marks of Flatiron Health, Inc. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. You should not construe anything on the Services as granting, by implication or otherwise, any license or right to use any of trademarks and service marks displayed on the Services, without our prior written permission in each instance.
Any use, reproduction or distribution of the Services not authorized by us or under applicable law, is strictly prohibited and may result in civil and/or criminal penalties.
You must not, unless authorized by us in writing or under applicable law:
- Use the Services except as expressly authorized in these Terms;
- Impersonate another, or falsify account information, or make unauthorized use of another’s information;
- Copy, reproduce, sell, rent, lease, distribute, transfer, modify or make derivative works from the Services;
- Remove, alter or tamper with any copyright, trademark or other proprietary rights or legal notices contained in any Content obtained through the Services;
- Decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive any proprietary software code or information associated with the Services;
- Submit, upload, post or transmit any user-originated Content that is: unlawful; threatening; harassing; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another’s privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libelous; hateful; discriminatory or otherwise objectionable (in our discretion);
- Interfere in any way with the operation of the Services or any server, network or system associated with the Services, including, without limitation: hacking, mail-bombing, flooding, overloading, or making “denial of service” attacks; probing, scanning or testing the vulnerability of the Services or any server, network or system associated with the Services; breaching or circumventing firewall, encryption, security or authentication routines; accessing data not intended for you, or accessing another’s account that you are not expressly authorized to access;
- Use any automated program, tool or process (including, without limitation, web crawlers, scrapers, robots, bots, spiders, and automated scripts) to access the Services or any server, network or system associated with the Services, or to extract, collect, harvest or gather Content from the Services;
- Frame or otherwise create a browser or border environment around any page or Content of the Services, or deep-link to any internal page or area of the Services; or
- Make any other use of the Services that violates these Terms or any applicable law.
Username and Password
If you access any part of the Services requiring a username and password, you are responsible for protecting the confidentiality and security of your username and password and for any activity that occurs under your username. You may not permit anyone else to use your username and password, and you may not use anyone else’s username and password. You may not attempt to gain unauthorized access to any other user’s username and password.
You agree to immediately notify us in the event that (i) your password is lost or stolen, or (ii) you become aware of any unauthorized use of your username and password or of any other breach of security that might affect the Services. We are not responsible for any loss or damage arising from someone else using your username and password or your failure to comply with this section.
The Services may offer you the opportunity to provide us with your comments, suggestions, ideas or other feedback (together, “Feedback”). If you choose to provide us with Feedback, you agree that we have an unrestricted right to use it, and you are not entitled to receive any compensation. You also represent and warrant that you have the right, and have obtained all of the consents necessary, to provide the information in the Feedback.
The Services may permit you to send, post or otherwise submit Content on or through the Services, such Content sent, posted or submitted by you (collectively, “Submissions”). As between us and you, you own your Submissions, but, by sending, posting or transmitting Submissions to or through the Services, you grant Flatiron and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual and irrevocable right to use, reproduce, create derivative works of, display, perform, distribute and otherwise exploit your Submissions for any and all lawful purposes. Under no circumstances are you entitled to payment if Flatiron uses one of your Submissions.
You are responsible for the content of your Submissions. By posting a Submission, you represent and warrant that:
- You own or otherwise control all of the rights to your Submission, including without limitation all copyrights and trademarks, and have all rights necessary to grant the rights and licenses set forth above;
- Your Submission is true and accurate;
- Your Submission does not violate the rights of any other person or entity, such as rights of privacy and publicity; and
- Your Submission complies with these Terms and applicable laws, rules and regulations.
You acknowledge and agree that Flatiron has the right (but not the obligation) to alter, remove, or refuse to post or allow to be posted any Submission. You also may have the right to request that Flatiron remove your Submission. Flatiron takes no responsibility and assumes no liability for any Submission posted or communicated by you or any third party or for altering, removing or refusing to post your Submission.
You should not disclose any personal or identifying information in your Submissions (other than those submitted through the features and functionality of the EHR Services and Patient Portal that provide for such submissions).
The following Services are governed by the specific terms described below:
- EHR Services. We provide Provider Customers with access to and use of OncoEMR®, a cloud-based electronic medical records service, and related technology platforms (such as, OncoBilling® and OncoAnalytics®) (collectively, the “EHR Services”). Generally, a Provider Agreement governs the EHR Services, and these Terms supplement the applicable Provider Agreement.
- Patient Portal. In connection with our EHR Services, we may provide a feature that enables Provider Customers to create a personalized account for patients to facilitate registration, appointment scheduling, secure messaging, bill payment and other activities with the Provider Customers, commonly known as CareSpace (such feature, a “Patient Portal”). The Patient Portal is available only to patients under the care of a Provider Customer. If you are a patient, you acknowledge and agree that all communication through the Patient Portal is between you and the Provider Customer(s), and Flatiron has no responsibility or liability for your activity and communications within the Patient Portal. You also acknowledge and agree that your Provider Customer(s) communicate solely with you about your own personal conditions, and that asking for advice on behalf of another person is prohibited. To use a Patient Portal, your Provider Customer(s) will email you a link to register for the Patient Portal and create a password. You may be required to provide verification to establish your Patient Portal account. If you have questions regarding cancellation of your Patient Portal account, please contact your Provider Customer(s).
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FLATIRON HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FLATIRON DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) ANY DEFECT OR ERROR WILL BE CORRECTED; (C) THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) ANY CONTENT PROVIDED THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; OR (E) THAT A PARTICULAR PRODUCT, SERVICE OR PROVIDER YOU SEE ON THE SERVICES WILL BE AVAILABLE TO YOU. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
FURTHER, YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT.
Limitations of Liability
FLATIRON’S LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
- IN NO EVENT SHALL FLATIRON, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS AND CONSULTANTS (COLLECTIVELY, THE “FLATIRON PARTIES”) BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, FLATIRON PARTIES’ AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR TOTAL LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS FLATIRON PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, SUITS, LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND LEGAL COSTS) ARISING OUT OF OR RELATING TO: (1) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE UPON, THE SERVICES OR ANY OF ITS COMPONENTS OR ANY OTHER PRODUCTS OR SERVICES OF FLATIRON; (2) ANY ALLEGATION THAT YOUR SUBMISSIONS INFRINGE OR OTHERWISE VIOLATE THE COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; AND/OR (3) YOUR VIOLATION OF ANY OF THESE TERMS OR ANY APPLICABLE LAW.
Waiver of Right to Pursue Class Action Claims
You agree to resolve disputes with us on an individual basis only, and waive any right to pursue any claims on a class or consolidated basis or in a representative capacity. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
Limitation on Time to Bring an Action
Unless the following limitation is prohibited by applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.
Waiver of Jury Trial; Agreement to Arbitrate Claims
By agreeing to these Terms, both you and we are waiving the right to a jury trial on any disputes that may arise.
You agree to arbitrate all disputes between you and us before a single arbitrator. If a dispute arises between you and us relating to the Services or these Terms, you and we agree that the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations (“AAA Rules”). You and we agree to the following rules relating to any arbitration proceeding:
- YOU AND FLATIRON WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
- The venue for all disputes arising under these Terms shall be in New York, New York, but you and we may agree to conduct the arbitration by videoconference, telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum.
- The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives.
- The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.
- Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- You and we agree, to the extent practicable, to direct the arbitrator issue a decision within 120 days from the date the arbitrator is appointed. You and we acknowledge that if the arbitrator does not issue a decision within 120 days, such event will not limit or waive the powers of the arbitrator or this agreement to arbitrate.
- All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
- The award of the arbitrator will be in writing and will not include any statement setting forth the reasons for the disposition of any claim.
Either you or we may seek an injunction at any time from any court of competent jurisdiction as necessary to protect the rights or property of you or us pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Flatiron will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Flatiron for all fees associated with the arbitration that Flatiron paid on your behalf which you otherwise would be obligated to pay under the AAA Rules.
You acknowledge and agree that: (i) Flatiron may at any time terminate your access to the Services, in whole or in part, if Flatiron determines, in its sole judgment, that you have violated these Terms or any applicable law; (ii) such termination may be effected without prior notice; and (iii) in the event of such termination, Flatiron may immediately deactivate and terminate your account and remove (or block your further access to) all your Submissions stored in or associated with your account, without any liability to you.
For the avoidance of doubt, this Section “Violations; Termination” does not apply to paid Services that are subject to Service-Specific Terms or to your use of the Patient Portal on the basis of a Provider Agreement with your Provider Customer.
The Services are intended for use in the United States, Germany, Japan and the UK only.
All matters relating to our Services are governed by the laws of the state of New York in the United States. If you visit our Services or contact us from outside of the United States, please be advised that (i) any information you provide to us or that we automatically collect will be transferred to the United States; and (ii) that by using our Services or submitting information, you explicitly authorize its transfer to and subsequent processing in the United States in accordance with these Terms.
Notwithstanding the foregoing, if you are a Consumer in Germany or the UK, you may benefit from local laws that cannot be changed, modified or otherwise altered by agreement. In addition, the modifications to these Terms set out in the Sections “Additional Terms for Consumers in Germany” or “Additional Terms for Consumers in the United Kingdom” will apply to you.
Additional Terms for Consumers in Germany
If you are a Consumer in Germany, the provisions of Section “Limitations of Liability” do not apply to you. Instead, THE FLATIRON PARTIES (AS DEFINED IN SECTION “LIMITATIONS OF LIABILITY”) WILL ONLY BE LIABLE IN ACCORDANCE WITH STATUTORY GERMAN LAW:
- FOR DAMAGES RESULTING FROM DEATH OR PERSONAL INJURY CAUSED BY A WILLFUL OR NEGLIGENT BREACH OF OBLIGATIONS BY FLATIRON, FLATIRON’S REPRESENTATIVES, OR FLATIRON’S VICARIOUS AGENTS (ERFÜLLUNGSGEHILFEN);
- FOR OTHER DAMAGES CAUSED BY A WILLFUL OR GROSSLY NEGLIGENT (GROB FAHRLÄSSIG) BREACH OF OBLIGATIONS BY FLATIRON, FLATIRON’S REPRESENTATIVES, OR FLATIRON’S VICARIOUS AGENTS (ERFÜLLUNGSGEHILFEN);
- UNDER A SEPARATE GUARANTEE (SELBSTÄNDIGES GARANTIEVERSPRECHEN) THAT WE MAY FURNISH;
- UNDER THE GERMAN PRODUCT LIABILITY ACT (PRODUKTHAFTUNGSGESETZ), OR UNDER OTHER STATUTORY LAWS THAT EXPLICITLY SET OUT THAT THE LIABILITY UNDER SUCH LAW CANNOT BE DEROGATED FROM IN ADVANCE;
- FOR OTHER DAMAGES CAUSED BY NEGLIGENT BREACH OF AN OBLIGATION THE FULFILMENT OF WHICH IS A PREREQUISITE FOR THE PROPER PERFORMANCE OF THE CONTRACT AND ON COMPLIANCE WITH WHICH YOU CAN REGULARLY RELY (DEREN ERFÜLLUNG DIE ORDNUNGSGEMÄẞE DURCHFÜHRUNG DES VERTRAGS ÜBERHAUPT ERST ERMÖGLICHT UND AUF DEREN EINHALTUNG DER VERTRAGSPARTNER REGELMÄẞIG VERTRAUEN DARF); HOWEVER TO THE EXTENT THAT WE ARE NOT LIABLE UNDER THE ABOVE POINTS, OUR LIABILITY UNDER THIS POINT SHALL BE LIMITED TO THE TYPICAL AND FORESEEABLE AMOUNT OF DAMAGE.
IN ALL OTHER CASES, THE FLATIRON PARTIES SHALL NOT BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY) FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.
Furthermore, the Sections “Disclaimer of Warranties”, “Waiver of Right to Pursue Class Action Claims”, “Limitation on Time to Bring an Action”, “Waiver of Jury Trial; Agreement to Arbitrate Claims” do not apply to you, and Section “User Indemnity” shall only apply to you to the extent that you are responsible due to a willful or negligent breach of your obligations.
For the purposes of determining whether you are resident in Germany, the definition of “habitual residence” in Regulation (EC) No 593/2008 shall apply.
Additional Terms for Consumers in the United Kingdom
If you are a Consumer in the United Kingdom, the limitations of Section “Limitations of Liability” do not apply to you in the event of the death of a Consumer or personal injury to a Consumer resulting from a negligent act or omission of the respective Flatiron Party.
For the purposes of determining whether you are resident in the United Kingdom, the definition of “habitual residence” in Regulation (EC) No 593/2008 as that Regulation has effect as retained direct EU legislation shall apply.
Links to Third Parties
Flatiron may from time to time, in its sole discretion (without obligation), develop and provide updates for our software (including Apps), which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Flatiron has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
Portions of the software may not properly operate if you do not install all Updates, so we encourage you to promptly install all Updates. To that end, based on your mobile device settings, with respect to an App, when your mobile device is connected to the Internet, either (i) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the Services and subject to these Terms.
Apple Device Additional Terms
If you access an App via a mobile device or tablet branded by Apple, Inc. or an affiliated company of Apple, Inc. (collectively “Apple”) and running Apple’s iOS or iPadOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:
- Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of these Terms, then the Apple Device Additional Terms shall control with respect to access and use of the Services via an Apple Device.
- Agreement with Flatiron, Not Apple. You acknowledge that these Terms are an agreement between Flatiron and you, and not with Apple. Flatiron, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service shall apply to the extent of any conflict.
- Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
- Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. If Flatiron decides (in its sole discretion) to provide support and maintenance services for an iOS App, Flatiron is solely responsible for providing such services.
- Warranty. In the event of any failure of the an iOS App to conform to any applicable warranty provided by Flatiron in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is Flatiron’s sole responsibility. Notwithstanding the foregoing, Flatiron is not obligated to provide any warranty with respect to an iOS App and you acknowledge and agree that this paragraph will not have any effect on the warranty disclaimers provided in these Terms.
- Product Claims. You hereby acknowledge that Flatiron, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Note that, pursuant to the limitation of liability provision set forth in these Terms, these Terms will not limit Flatiron’s liability beyond what is permitted by applicable law.
- Intellectual Property Rights. You acknowledge that, in the event of any third party claim that an iOS App or your possession and use (in accordance with these Terms) of an iOS App infringes that third party’s intellectual property rights, Flatiron, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- U.S. Export Restrictions. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Third Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
- Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to Flatiron at the contact information located at the end of these Terms.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and believe that any third party content on the Services infringes upon your copyrights in the United States, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works from the Services;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Flatiron to locate the material;
- Information reasonably sufficient to permit Flatiron to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Flatiron’s designated Copyright Agent to receive notifications of claimed infringement is the Legal department, [email protected].
- Notice. Flatiron may provide you with notices, including those regarding changes to the Terms, by email, postings on the Services, or as permitted in any applicable Provider Agreement.
- Governing Law. You and Flatiron agree that these Terms and any claim or dispute between you and Flatiron relating to your use of the Services will be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws provisions. If you are a Consumer in Germany or the United Kingdom, this choice of law will not deprive you of the protection afforded to you by your local laws that cannot be derogated from by agreement.
- Waiver. A provision of the Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Flatiron to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision.
- Severability. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
- Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Flatiron as a result of the Terms or use of the Services.
- Language. If we have provided you with a translation of these Terms, then you agree that the translation is provided for your convenience only and that the language version of the Terms which was presented to you when you accepted the Terms (“Original Language Version”) will govern your relationship with Flatiron. If there is any contradiction between what the Original Language Version of the Terms says and what a translation says, then the Original Language Version shall take precedence.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit any of the provisions hereof.
- Disclosures. The Services are offered by Flatiron Health, Inc., located at the contact information located at the end of these Terms. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Questions and Comments
If you have a question or comment regarding the Services, please contact us via email at [email protected] or at the address below. Your input is valuable to us.
233 Spring Street, EAST
New York, NY 10013