H1 Insights, Inc. H1 Explorer User Agreement

The H1 Insights, Inc. H1 Explorer (“H1 Explorer”) is a professional network that enables users to access content from H1’s proprietary healthcare-professional platform and is intended to connect doctors, medical students, and other stakeholders across the healthcare industry. This H1 Insights, Inc. H1 Explorer User Agreement (“Agreement”) is a legally binding agreement between you and H1 Insights, Inc. (“H1,” “We,” “Us”). Please read it carefully. You are responsible for reading and complying with this Agreement and any subsequent amended version made available by H1 on its company websites, through the H1 Explorer Chrome Extension (“H1 Extension”), through email that We send to you, or on the Google Chrome Web Store or Microsoft Edge Add-ons Store.

1. INTRODUCTION

You agree that by clicking “Agree,” “Claim My Profile,” “Create Profile,” or something similar, or by registering, accessing, or using our services (described below), you are agreeing to enter into a legally binding contract with H1 (even if you are using our Services as part of your enrollment in school). If you do not agree to this contract (the Agreement), do not click “Claim My Profile” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.

1.1 Services
This Agreement applies to H1 Explorer, H1 Extension, LabSpot, and other H1-related sites, apps, communications, and other products and services that state that they are offered under this Agreement (“Services”). Registered users of our Services are “Members” and unregistered users are “Visitors.”

As a Visitor to or Member of our Services, the collection, use, and sharing of your personal data is subject to the terms of this Agreement, this Privacy Policy, and any updates to either.

1.2 Changes

We may modify this Agreement and our Privacy Policy from time to time. If we make material changes, We will provide you with notice through our Services, or by other means, to offer you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

2. OBLIGATIONS

2.1 Eligibility

Our Services are not to be used by anyone under the age of 18 (“Minimum Age”). To use the Services, you agree that: (1) you are the “Minimum Age” or older; (2) you will only have one H1 Explorer account, which must be in your real name; and (3) you are not already restricted by H1 Explorer from using the Services. Creating an account with false information is a violation of this Agreement.

2.2 Your Account

Members are account holders. You agree to: (1) log in using a strong password or connected social-media credentials that are kept confidential; (2) follow the law and our H1 Explorer Guidelines (see Section 7, below); (3) behave responsibly, ethically, and decently when accessing the Services. You are responsible for anything that happens through your account unless you close it or report misuse.

As between you and others (including your school or employer), your account belongs to you. However, if the Services were purchased by another party for you to use (e.g., school including it in enrollment services, employer), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

2.3 Notices and Messaging

You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.

2.4 Sharing

Our Services allow you to share information in several ways, including through your profile, research updates, scholarship updates, links to news articles, and other professional happenings you may share. Information and content that you share or post may be seen by Members, Visitors, or others (including those off of the Services, to whom we grant a limited offering so that they may assess the Services). We are not obligated to publish any information or content on our Service and can remove it with or without notice.

3. LICENSE AND CONTENT

3.1 Ownership

You own the content and information that you submit or post to the Services, and you are only granting Us the following non-exclusive license: a worldwide, transferable, perpetual, and sublicensable right to use, copy, modify, distribute, publish, and process information and content that you provide through our Services without any further consent, notice, and/or compensation to you or others.

These rights you confer through this license are limited in the following ways:

a. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it, or stored it; (b) to the extent that such content was or could have been already in the possession of H1 because it was publicly available or otherwise legally available through a third-party; and/or (c) for the reasonable time it takes to remove from our data-storage systems.

b. If you use a Service feature, We may mention that with your name or photo to promote that feature within our Services.

c. While We may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata), We will not modify the meaning of your expression.

d. Because you own your content and information and We only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

You agree that We may access, store, process, and use any information and personal data that you provide in accordance with the terms of this Agreement, our Privacy Policy, and your profile settings. You agree that We may collect details of your visit to, or use of, the Services, including web browsing activity related to use of H1 Explorer and H1 Extension.

You agree that H1 may collect and use data arising from your use of the Services, in an aggregate or anonymous manner, including with respect to compilation of statistical and performance information (“Service Data”). H1’s use of Service Data may include sharing it with H1 customers, provided that it is done in a manner that does not identify you.

You are solely responsible for the content you submit to the Service, and you agree that H1 is not and will not be in any way liable for your Customer Data. By providing your Customer Data, you affirm, represent, and warrant that: (i) you are the creator and owner of your content, or have the necessary licenses, rights, consents, and permissions, and are responsible for the accuracy, quality, and legality of your content and of the means by which you acquired it.

If you provide or otherwise make available to H1 any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”), whether related to the Services or otherwise, then (a) you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place H1 under any fiduciary or other obligation; and (b) you hereby grant to H1, to the maximum extent permitted under applicable law, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including marketing or promotional purposes or testimonials).

3.2 Service Changes

We may change, suspend or discontinue any of our Services. We don’t promise to store or keep showing any information and content that you’ve posted. H1 is not a storage service. You agree that We have no obligation to store, maintain, or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

3.3 Others’ Content

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. H1 generally does not review content provided by our Members or others. You agree that We are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our Services, and you agree that We are not responsible for any such misuse. You also acknowledge the risk that you or your organization may be mistakenly associated with content about others when We let connections and followers know you or your organization were mentioned in the news.

3.4 Member Limits

H1 reserves the right to restrict, suspend, or terminate your account if you breach this Agreement or the law, or are misusing the Services.

3.5 H1 Intellectual Property

H1 reserves all of its intellectual property rights in the Services.

4. DISCLAIMER; LIMITATION OF LIABILITY

4.1 Warranty

H1 MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDES THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, H1 DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS H1 HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS AGREEMENT), H1 WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

H1 WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT.

4.3 Exclusions

These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence, or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of Services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Agreement and to the extent that they are typical in the context of this Agreement.

5. TERMINATION AND SURVIVAL

Either party to this Agreement may terminate it at any time with notice to the other. Upon termination, you lose the right to access or use the Services. The following shall survive termination: (i) our right to use and disclose your feedback; (ii) remaining Members’ rights to re-share content you provided to the Services; (iii) Sections 4, 6, 7, and 8.

To close your account, please send a request to [email protected].

6. GOVERNING LAW AND VENUE

This Agreement and any action related to it shall be governed and interpreted by and under the laws of the State of New York, without regard to the application of conflicts of law principles that require the application of the law of a different jurisdiction. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts located in New York, New York for any lawsuit filed there relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

7. H1 EXPLORER GUIDELINES; H1 EXTENSION TERMS

 

7.1 Conduct

Members of H1 Explorer and/or users of H1 Extension agree that they will abide by the terms of this Agreement, provide accurate information, and responsibly use the Services.

You further agree that you will not, indirectly or directly:

a. sell, lease, license, encumber, or otherwise transfer any of your rights to use the Services to a third-party;

b. interfere with or disrupt the integrity or performance of the Services

c. reverse engineer, disassemble, or decompile any component of the Services;

d. modify, copy, or make derivative works based on any part of the Services

e. use the Services to store or transmit any virus or other malicious code or any infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights

f. attempt to gain unauthorized access to the Services or the related systems or networks

g. write or develop any derivative works based on the Services

h. employ any automated process implementing a bot or web crawler for copying or extracting data through the Services (i.e., web scraping or data scraping);

i. use the Services to create a product that competes with, is similar to, or would serve as a substitute for the Services;

j. otherwise use the H1 Properties in any manner that exceeds the scope of use permitted under this Agreement;

k. engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

l. create a false identity on H1 Explorer, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account; or

m. disclose information that you do not have the consent to disclose (such as confidential information of others).

7.2 H1 Extension License

(a) Pursuant to this Agreement, H1 grants you a license to use the H1 Extension. H1 reserves all rights not expressly granted under this Agreement, and nothing in this Agreement nor your use of H1 Extension shall grant you any ownership right in H1 Extension, the H1 data platform (“H1 Platform Services”), or the Services overall. H1 retains all ownership rights in the Services.

(b) No rights to access the H1 Platform Services are granted, rescinded, or modified where you are, or if you are employed by, an H1 customer that is party to an independent subscription agreement that provides license to the H1 Platform Services.

(c) H1 may from time to time, and with or without notice, (i) change, suspend, or terminate any features or functionality of the H1 Extension; (ii) impose limits on certain features or functionality of the H1 Extension; or (iii) terminate this Agreement. Upon any such termination, you shall no longer be permitted to use the H1 Extension, and shall delete or destroy all copies of the H1 Extension in your possession. Modification, suspension, or termination of the H1 Extension or this Agreement shall not entitle you to any refund, credit, or other compensation from H1 under this Agreement, or any other agreement, or from any third party.

7.3 Google Inc. (“Google”) Terms for the H1 Extension

(a) This Agreement constitutes an end user license agreement (“EULA”) in lieu of any license grant provided by Google to use the H1 Extension with Google Chrome or a Supported Device. This Agreement is between you and H1 only, and not with Google. H1 is solely responsible for the H1 Extension.

(b) The Google Chrome Web Store is owned and operated by Google. Your use of the Google Chrome Web Store is governed by a legal agreement between you and Google consisting of the Google Chrome Web Store Terms of Service (found at https://ssl.gstatic.com/chrome/webstore/intl/en/gallery_tos.html), and the Google Chrome Terms of Service (found at https://www.google.com/chrome/privacy/eula_text.html). In addition, your use of the Google Chrome Web Store is subject to the Google Chrome Web Store Program Policies (found at https://developer.chrome.com/webstore/program_policies).

(c) Google has no obligation to provide any maintenance or support for the H1 Extension.

(d) To the maximum extent permitted by applicable law, Google shall have no warranty obligation whatsoever with respect to the H1 Extension, and shall not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. H1 shall not be required to provide a refund to you under any circumstances.

(e) Google shall not be responsible for addressing any claims by you or any third party relating to the H1 Extension or your possession and/or use of the H1 Extension, including, but not limited to, (i) product liability claims, (ii) any claim that the H1 Extension fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.

(f) Google shall not be responsible for the investigation, defense, settlement, or discharge of any claim that the H1 Extension or your possession and/or use of the H1 Extension infringes a third-party’s intellectual property rights.

(g) You represent and warrant that (i) the H1 Extension shall not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo or 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.

(h) In order to continually innovate and improve Google Chrome and Google Chrome Web Store, Google may collect certain usage statistics from Google Chrome, Google Chrome Web Store, and Supported Devices, including, but not limited to, information on how Google Chrome, Google Chrome Web Store, and Supported Devices are being used. The data collected is examined in the aggregate to improve Google Chrome and Google Chrome Web Store for users and developers and is maintained in accordance with Google’s Privacy Policy. To ensure the improvement of the H1 Extension, limited aggregate data may be available to H1 upon its written request.

(i) From time to time, Google Chrome may check with remote servers (hosted by Google or by third parties) for available updates to extensions (including the H1 Extension), including, but not limited to, bug fixes or enhanced functionality. You agree that such updates will be automatically requested, downloaded, and installed without further notice to you.

(j) From time to time, Google may discover an extension that violates Google developer terms or other legal agreements, laws, regulations, or policies. Google Chrome will periodically download a list of such extensions from Google’s servers. You agree that Google may remotely disable or remove any such extension from user systems in its sole discretion.

(k) Google may, in its sole discretion at any time and without notice, restrict, interrupt or prevent use of the H1 Extension, or delete the H1 Extension from your Google devices, or require H1 to do any of the foregoing, without entitling you to any refund, credit, or other compensation from H1 or any third party (including, but not limited to, Google or your network connectivity provider).

(l) Google and its affiliates are third-party beneficiaries of this Agreement, and have the right (and shall be deemed to have accepted the right) to enforce this Agreement against you.

(m) H1 Insights, Inc.’s address is 2 Park Avenue, Ste. 302, New York, NY 10016, USA.

 

7.4 Microsoft Edge Add-ons Store Terms for the H1 Extension

In addition to all applicable terms provided for by this Agreement, your use of the H1 Extension if downloaded and installed through the Microsoft Edge Add-ons Store shall be governed by any applicable terms contained in the terms of use available here.

7.5 H1 Extension Data

Without limiting the generality of anything else herein or in the H1 Privacy Policy, the H1 Extension may obtain information from, or access data stored on, a device operating H1 Extension to provide and improve the H1 Extension and related products. The H1 Extension may provide H1 with information related to your use of the H1 Extension, information regarding your computer system, information regarding your web browsing, and information regarding your interaction with the H1 Extension, which H1 may use to provide and improve the H1 Extension and related products.

8. GENERAL TERMS

8.1 Waiver

The failure of either party to enforce at any time any of the provisions in this Agreement or exercise any right or option in this Agreement shall not be construed to be a waiver of the right of such party to later enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall not constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

8.2 Severability

If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, then the meaning of such a provision shall be construed, to the extent feasible, so as to render the provision enforceable, and to the extent necessary, any such term, condition, or provision shall be severed from the remaining terms, conditions, and provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

8.3 Entire Agreement; Modification and Amendment; Headings

This Agreement contains the entire agreement between us and you, and it supersedes any previous or contemporaneous communications, representations, understandings and agreements we may enter into, but for those which explicitly state otherwise. Notwithstanding this point, your use of the Services in your capacity as an individual shall not cause this Agreement to supersede any previous or contemporaneous agreement H1 may have entered into with an organization with which you are affiliated, such as a school or medical organization. This Agreement may not be altered, modified, amended, or changed unless you and H1 mutually agree to do so in writing.

8.4 Representations and Warranties You Make

In addition to the foregoing, you represent and warrant that in connection with your use of the Services, you shall comply with all applicable laws.

9. CONTACT INFORMATION

9.1 Complaints

We respect the intellectual property rights of others. We require that information posted to the Services by Members be accurate and not an infringement on a third-party’s rights. If you would like to make a complaint about such a suspected violation, please email us at [email protected].

 9.2 Contacting H1

For general inquiries or to provide feedback, please email us at:

[email protected].

All formal notices should be directed to:

H1 Insights, Inc.

Attn: Legal

386 Park Ave S, New York, NY 10016

[email protected]