Clusio, Inc.

TERMS OF SERVICE

EFFECTIVE DATE: January 1st, 2017

Clusio, Inc ('Clusio') is a company that develops and provides proprietary healthcare software to healthcare organizations throughout the United States. One proprietary product we offer those organizations is our healthcare enterprise software platform (Clusio) through which physicians, physician assistants, nurses, and other medical providers can, among other things, manage their clinical settings regarding medical procedures, track credentials, and manage certifications (the 'Platform'). The Platform is made accessible by Clusio through the website, www.clus.io (the 'Site'), and a mobile application (the 'App') (the Platform, Site, and App are collectively referred to as the 'Clusio Service'). To obtain access to the Platform, you must have a registered account (hereinafter 'Account').

Please read these Terms of Service ('Terms' or 'Terms of Service') carefully before downloading, installing, or using the Platform and accessing and using the Site and the App. You must accept these Terms in order to use the Clusio Service. Your access to and use of the Clusio Service is conditioned on your acceptance of and compliance with these Terms. These Terms, as well as our Privacy Policy, apply to all visitors, users, and others who access or use the Clusio Service. By accessing or using the Clusio Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you should not access the Clusio Service.

We reserve the right, in our sole discretion, to modify or replace these Terms at any time. All changes are effective immediately when we post them, and apply to all access to and use of the Clusio Service thereafter. Your continued use of the Clusio Service following the post of the revised Terms of Service means that you accept and agree to the changes. If a revision is material we will try to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined in our sole discretion. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. If you do not agree to the new terms, please stop using the Clusio Service

1. Access to and Availability of the Clusio Service

Subject to your full and continued compliance with all obligations pursuant to these Terms, Clusio grants you a limited, personal, revocable, non-exclusive, non-sub-licensable, and non-transferable right to use the Clusio Service.

To create your Account to use the Clusio Service, you will be required to provide certain personal information. You agree that you will provide only current and accurate information when creating and using the Clusio Service.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Clusio Service.
  • Ensuring that all persons who access the Clusio Service through your internet connection are aware of these Terms and comply with them.

You accept that the Clusio Service only contains the functionalities and other characteristics as described in the current documentation as set out at the moment of your use ('as is' and 'as available'). Each and every use of the Clusio Service is at your own risk and responsibility. Clusio does not warrant that the provision of the Clusio Service will be uninterrupted or error free and Clusio does not accept responsibility for any part of the service provision infrastructure (including, without limitation, the internet) which is outside its reasonable control.

Clusio is at all times entitled, without in any way becoming liable to you:

  • To make procedural and technical alternations and improvements to the Platform, the Site, and the App; and
  • To temporarily discontinue or limit the Clusio Service or your Account if, in its view, it is so necessary, such as for purposes of preventive, corrective, or adaptive maintenance. Clusio may notify you of the temporary unavailability or restricted use of the Clusio Service if such unavailability or restricted use will be for a material period of time.

2. Account Information and Security

To access and use the Clusio Service, you must create an Account by following the registration process on the Site and/or the App. You may be asked to provide certain registration details and other information. You agree that all information you provide to register with the Clusio Service or otherwise, including, but not limited to, through the use of any interactive features on the Site or App, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Clusio Service or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to review or record your password or other personal information.

You are not permitted to:

  • Provide information to us that is not accurate, complete, or up-to-date;
  • Provide any information in a manner that violates any law, rule or regulation;
  • Create an Account for another natural person or legal entity;
  • Share an Account or in any other way provide access to the Account to another natural person or legal entity; or
  • Create an Account if you are younger than 18 years of age.

We have the right to disable any Account and terminate or suspend access to the Clusio Service at any time, in our sole discretion, without prior notice or liability, for any reason whatsoever, including if, in our opinion, you have violated or breached any provision of these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

3. Prohibited Uses

You may use the Clusio Service only for lawful purposes and in accordance with these Terms. You agree not to use the Clusio Service:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. and other countries or the privacy or security of any personal information).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertisement or promotional material (without our prior written consent), including any 'junk mail,' 'chain letter,' or 'spam' or any other similar solicitation.
  • To impersonate or attempt to impersonate Clusio, an Clusio employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Clusio Service, or which, as determined by us, may harm Clusio or users of the Clusio Service or expose them to liability.

Additionally, you agree not to:

  • Use the Clusio Service in any manner that could disable, overburden, damage, or impair the Platform, Site, or App or interfere with any other party's use of the Clusio Service, including their ability to engage in real time activities through the Platform, Site, and/or App.
  • Use any robot, spider, or other automatic device, process, or means to access the Clusio Service for any purpose, including monitoring or copying any of the material on the Platform, Site, or App.
  • Use any manual process to monitor or copy any of the material on the Clusio Service or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Clusio Service.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Clusio Service, the server on which the Clusio Service is stored, or any server, computer, or database connected to the Clusio Service.
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Clusio Service.

4. Content You May Provide

As part of the Clusio Service, you may be asked to create a public profile, chat, or participate in blogs, message boards, online forums, and other functionality and you may be provide with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials via the Platform, the Site, or the App, including, without limitation, text, writings, video, audio, graphics, comments, suggestions, or personally identifiable information or other material (collectively, 'Contributions'). Any Contributions you transmit to Clusio through the Clusio Service will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:

  • the creation, distribution, transmission, public display, and performance, accessing, downloading, and copying of your Contribution does not and will not infringe the proprietary rights, including, but not limited, to the copyright, patent, trademark, trade secret, or moral rights of any third party;
  • you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Clusio and the Clusio Service users to use your Contributions as necessary to exercise the licenses granted by you under these Terms;
  • you have the written consent, release, or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by the Clusio Service;
  • your Contribution does not contain any viruses, worms, Trojan horses, malicious code, or other harmful or destructive content;
  • your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing, or otherwise objectionable (as determined by Clusio), libelous or slanderous, does not ridicule, mock, disparage, intimidate, or abuse anyone, does not advocate the violent overthrow of the government of the U.S., does not incite, encourage, or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
  • your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;
  • your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap;
  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution;
  • your Contribution does not violate any state or federal law designed to regulate electronic advertising;
  • your Contribution does not constitute, contain, install, or attempt to install or promote spyware, malware, or other computer code, whether on Clusio's or others' computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
  • your Contribution does not inundate the Clusio Service with communications or other traffic suggesting no serious intent to use the Clusio Service for its stated purpose;
  • you have the right to disclose, display or otherwise communicate any personal information of any individual described, depicted or whose image is contained in any Contribution;
  • your Contribution does not otherwise violate, or link to material that violates, any provision of these Terms or any applicable law or regulation; and
  • your Contribution does not contain pictures, data, audio, or visual files, or any other content that is excessive in size, as determined by Clusio in its sole discretion.

By posting Contributions to the Platform, Site, or App, or making them accessible to any part of the Clusio Service by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Clusio an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. By uploading your Contributions, you hereby warrant that your Contributions are free of any digital rights management, including any software designed to limit the number of times the Contributions may be copied or played. Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

Clusio has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

By uploading your Contributions to the Website, you hereby authorize Clusio to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.

5. Monitoring and Enforcement; Termination

We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Clusio Service.
  • Terminate or suspend your access to all or part of the Clusio Service for any or no reason, including, without limitation, any violation of these Terms.

You may terminate your Account and use of or participation in the Clusio Service at any time, for any reason, by following the instructions for terminating user accounts in your account settings.

6. Privacy

If you are a healthcare provider, you accept and agree that you are responsible for compliance with all applicable privacy legislation as a healthcare provider to a patient, including without limitation the provision of any personal information to or through the Site, Platform or App, and no acts or omissions by Clusio shall relieve you of your obligations.

7. Intellectual Property

With the exception of the data and information that you provide when registering for or using the Clusio Service (whether directly or through transfers from other organizations, persons, or devices that you authorize), all of the content and all software contained in or underlying the Clusio Service, including the Platform, is held by Clusio or its licensors. The Clusio-owned content and software is protected by U.S. and international copyright law and conventions and other laws protecting intellectual property. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale, or other commercial use of the Clusio Service or making any derivative work of the Clusio Service. Nothing in the Terms of Service is intended to entail any transfer of intellectual property rights to you.

8. Trademarks

The Clusio name and all related names, logos, product and service names, designs, and slogans are trademarks of Clusio or its affiliates or licensors. You must not use such marks without the prior written permission of Clusio. All other names, logos, product and service names, designs, and slogans on the Clusio Service are the trademarks of their respective owners.

9. Reliance on Information Posted

We do not represent or warrant the accuracy, completeness, or suitability for your intended use of any information on the Clusio Service. You are responsible for the use of any such information and you should make your own inquiries to check if the information is accurate, complete, and suitable for your intended use. Clusio does not endorse or recommend any information on or made available through the Clusio Service. All information contained on and through the Clusio Service is for personal use only and may not be sold, restricted, or used for any commercial purpose.

This Clusio Service may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Clusio, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Clusio. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

10. Information About You and Your Visits to the Website

All information we collect on the Clusio Service is subject to our Privacy Policy. By using the Clusio Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

11. Links to Other Web Sites

The Clusio Service may contain links to third-party web sites or services that are not owned or controlled by Clusio LLC. This includes links contained in advertisements, including banner advertisements and sponsored links. Clusio LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Clusio LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such web site or services. If you decide to access any of the third party websites linked to the Clusio Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

12. Subcontracting

We may subcontract any part of the Clusio Service or any of our obligations under these Terms to any third party without notice to you. All of the terms and conditions set forth in these Terms shall inure to the benefit of any such subcontractors.

13. Geographic Restrictions

The owner of the Clusio Service is based in the State of Ohio in the United States. We provide the Clusio Service for use only by persons located in the United States. We make no claims that the Clusio Service or any of its contents is accessible or appropriate outside of the United States. Access to the Clusio Service may not be legal by certain persons or in certain countries. If you access the Clusio Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

14. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Clusio Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE Clusio SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE Clusio SERVICE, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE Clusio SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE IS AT YOUR OWN RISK. THE Clusio SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Clusio NOR ANY PERSON ASSOCIATED WITH Clusio MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE Clusio SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER Clusio NOR ANYONE ASSOCIATED WITH Clusio REPRESENTS OR WARRANTS THAT THE Clusio SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE Clusio SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

Clusio HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation on Liability

IN NO EVENT WILL Clusio, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE Clusio SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE Clusio SERVICE OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Clusio SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You agree to defend, indemnify, and hold harmless Clusio, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Clusio Service, including, but not limited to, your User Contributions, any use of the Clusio Service's content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Clusio Service.

17. Entire Agreement and Amendment

These Terms, together with our Privacy Policy, constitute the full understanding by and between you and us with respect to the Clusio Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Clusio Service. If we amend or modify these Terms, we will post the amended or modified Terms at www. www.clus.io or, at our sole discretion, by presenting you with amended or modified Terms to accept. When you use the Clusio Service after an amendment or modification is posted or notified to you, you are agreeing to accept the amended or modified Terms.

18. Waiver and Severability

No waiver by Clusio of any terms or conditions set forth in these Terms of Service 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 of Clusio to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provisions of the Terms will remain in full force and effect.

19. Assignment

You shall not assign these Terms without our prior written consent. We shall have the right to assign these Terms without notice to you.

20. Waiver of Class Action Suits

You agree that any action, suit, or proceeding arising out of or relating to these Terms may be brought only in your individual capacity and not as a plaintiff or class member in any purported class or representative action, suit, or proceeding.

21. Governing Law and Jurisdiction

All matters relating to the Clusio Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Clusio Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

22. Contact Us

All feedback, comments, requests for technical support, and other communications relating to the Clusio Service should be directed to:

Clusio, Inc.
526 S Main St
Suite 2X
Akron, Ohio 44311
United States of America
[email protected]