This is a legally binding agreement. Please read these terms and conditions carefully. By registering for use of the PathGroup Portal, you acknowledge your agreement to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not register for use of the PathGroup Portal.
This agreement states the terms and conditions for your use of the PathGroup Portal (the "Portal") provided to you by Associated Pathologists, LLC, dba PathGroup ("Lab"). Please read these terms carefully.
The Portal is not intended to be a substitute for professional medical advice, diagnosis, or treatment, and the information in the Portal may not be complete or accurate. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a health condition. Never disregard professional medical advice or delay in seeking it because of something you have seen in the Portal. If you think you may have a medical emergency, call your doctor or 911 immediately.
You represent that the information indicated in the online registration process for use of the Portal (the "Registration") is true and complete. The Registration is incorporated in and made a part of this agreement.
Lab hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Portal only as specifically set forth in this agreement. Lab reserves for itself and its licensors any rights not expressly granted in this agreement.
You acknowledge that the Portal is provided to you free of charge and Lab may terminate this agreement and the license granted herein at any time with or without notice to you by disabling your access to the Portal. You may terminate this agreement at any time upon notice to Lab.
You may not provide your login information to anyone else or allow anyone to login to the Portal using your login information. You may not allow anyone else to communicate with your health care provider through the Portal. You may not permit any other individual or company to use, access, or view the Portal, except that you may allow your health care professionals to view the Portal solely in furtherance of their provision of health care services to you.
You acknowledge and agree that you do not acquire any ownership rights to the Portal through this agreement or by your use of the Portal. Lab and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Portal and all intellectual property and proprietary rights therein. You acknowledge that you may suggest improvements and/or communicate to Lab ideas, inventions, discoveries, or concepts ("Ideas ") during the term of this agreement and that you and Lab may discover or create the Ideas jointly, and you agree that any such Idea shall be and remain solely the property of Lab and/or its licensors and may be used and sold, licensed, or otherwise provided by Lab and/or its licensors to third parties, or published or otherwise publicly disclosed, in Lab's and/or its licensors' sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to Lab any and all of your right, title, and interest in and to any such Ideas.
In order for Lab to provide the Portal, you grant to Lab, during the term of this agreement, a non-exclusive right and license to use, copy, distribute, display, and transmit information you enter during Registration and that is entered into the Portal solely to the extent necessary for providing the Portal services. The Portal maintains certain personally-identifiable information about you and your health, and it facilitates communication between you and your health care provider. Except as otherwise required by law or court order or as described in Lab's Notice of Privacy Practices, Lab will not use or disclose any such information for any purpose other than to provide the Portal services and for Lab's proper business management and administration. The foregoing notwithstanding, Lab may compile (or permit its licensors to compile) anonymous statistical data relating to your use of the Portal so long as such statistical data does not identify you. You hereby assign to Lab any and all of your right, title, and interest in and to such statistical data.
You acknowledge that the Portal constitutes valuable assets and trade secrets of Lab and/or its licensors and that the Portal is protected by United States copyright law and international treaty provisions. You may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Portal.
You hereby authorize Lab, its affiliates, and their respective employees, agents, and contractors to initiate electronic communications by e-mail, telephone (including to cellular phone numbers), and text messages to provide reminders of upcoming events, appointments, or other purposes related to the Portal and the services provided to you by Lab, and you consent to such communications. Note that your carrier may charge for these incoming calls or messages.
You may not do any of the following: (i) rent, lease, resell, assign, or otherwise transfer rights or access to the Portal; (ii) distribute, copy, reproduce, display, republish, or transmit any portion of the Portal; (iii) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Portal or any software or programming related thereto; (iv) "frame" or "mirror" any portion of the Portal; (v) use any robot, spider, other automatic device, or manual process, to "screen scrape," monitor, "mine," or copy any portion of the Portal; (vi) use any device, software, methodology, or routine to interfere with the proper working of the Portal or servers or networks connected to the Portal; (vii) access data of which you are not an intended recipient or log into a server or account on a network related to the Portal that you are not expressly authorized to access; (viii) harvest or collect information about other Portal users; (ix) restrict or inhibit any other person from using the Portal, including by means of "hacking" or defacing any portion of the Portal; or (x) attempt to do, or assist anyone else with doing or attempting, any of the foregoing.
THE PORTAL AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS," AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PORTAL. LAB, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PORTAL OR ANY PART OF IT, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LAB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE.
Due to the continual development of new techniques for intruding upon and attacking networks, Lab does not warrant that the Portal, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Portal or the unauthorized disclosure or compromise of your information in the Portal.
Laws regarding the transmission of personal information may vary from one state to another in the United States and from one country to another. You agree that you will use the Portal only in a manner that complies with all applicable laws in the jurisdictions in which you use the Portal and that your use of the Portal is subject to all applicable local, state, national, and international laws and regulations. You further agree to access the Portal only from within the United States.
NEITHER LAB NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE YOUR RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER LAB WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THE PORTAL IS PROVIDED TO YOU FREE OF CHARGE, AND IN NO EVENT SHALL LAB'S OR ITS LICENSORS' AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PLATFORM AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $50. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations and disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty or limitation of liability, the scope and duration of such warranty and the extent of such liability shall be the minimum permitted under such applicable law.
You agree to indemnify and hold harmless Lab, its licensors, and their respective officers, directors, employees, and agents for any violation by you of the terms of this agreement.
YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE PORTAL.
This agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Except as otherwise expressly provided herein, this agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement. If any provision of this agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected; (ii) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (iii) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein; and (iv) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
This Agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions) and venue shall be exclusively in the federal or state courts sitting in Nashville, Tennessee.
You may not assign this agreement or any of the rights or licenses granted under this agreement. Any attempted sublicense, transfer, or assignment in violation of this agreement is void.
Lab's licensor that provides the Portal to Lab so that Lab may make it available to you, Luminate Health, Inc., is intended to be, and shall be, a third-party beneficiary of this agreement with rights to enforce this agreement against you.