Sala™ Platform Terms of Use
Last Updated: 9/25/2024
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911.
Welcome to Sala™. YourPath, Inc. (“YourPath”, “we”, “us”, “our”, or similar) is pleased to make the Sala™ software-as-a-services solution (the “Platform”) available to individuals and provider teams as an ecosystem for care.
These Terms of Use (“Terms”) are by and between you and YourPath and govern your access and use of the Platform. “You” and similar terms means you, as an individual, as well as any organization, business, or entity on whose behalf you are accessing or using the Platform. By: (i) accessing or using the Platform, or (ii) otherwise clicking on the “I Agree,” “Submit,” “Create Account,” or similar button or check box when prompted, you accept and agree to be bound and abide by these Terms.
If you are accessing the Platform on behalf of an organizational client of YourPath who has a separate license to use the Platform (“License”), these Terms supplement such License and, with respect to the client, in the event of a conflict, the terms of the License will control.
You understand that we reserve the right to change or amend these Terms from time to time. Except as otherwise required by law, all changes shall be immediately effective upon their posting to the Platform. You acknowledge and agree that your continued access and use of the Platform following such changes shall be deemed acceptance by you of any new or amended provisions of these Terms.
IF YOU ARE A CARE RECIPIENT, YOU ACKNOWLEDGE AND AGREE THAT YOUR INFORMATION, INCLUDING PROTECTED HEALTH INFORMATION, MAY BE MADE AVAILABLE TO YOUR HEALTHCARE PROVIDER, PHARMACY, OR HEALTH PLAN, AND ANY CAREGIVER YOU DESIGNATE IN CONNECTION WITH YOUR ACCOUNT. YOU HEREBY CONSENT TO SUCH DISCLOSURE AND TRANSMISSION OF YOUR INFORMATION BY YOURPATH.
LICENSE GRANT. Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, personal right to access and use the Platform, during the Term, solely and strictly in accordance with these Terms for lawful, non-commercial purposes. You understand and agree that the Platform is provided under license to you, not being sold to you, and you do not gain any ownership interest of any kind in the Platform under these Terms.
USER TYPES AND OBLIGATIONS. The following are the types of users that are authorized to register to use the Platform (collectively, “Users”):
Care Recipients: A “Care Recipient” user type means individual users who have been referred to the Platform by a Provider (defined below) or Community Partner (defined below). As a Care Recipient, the license granted to you hereunder is limited to use of the Platform for your own personal benefit. You may not permit others to benefit from or use the Platform under your license. You acknowledge and agree that the information you transmit via the Platform may be accessible by others, including those Providers or Community Partners you choose to interact with and any Caregivers (defined below) you refer and acknowledge via the Platform. You are solely responsible for all activity that takes place on your account and agree that you, not YourPath, are liable for your interactions with other users of the Platform.
Provider: A “Provider” user type means a pharmacy, healthcare provider, or health plan that is receiving a license to access and use the Platform at either an individual or corporate level. When you access and use the Platform as a Provider user-type, you are agreeing to these Terms on behalf of yourself, individually, and the organization on whose behalf you are accessing and using the Platform. The license granted to Providers hereunder is limited to use of the Platform for the purposes of providing health or medical services or paying the cost of health or medical care. Providers may designate administrative users (“Admin Users”). Admin Users can create additional authorized user accounts for their personnel (“Authorized Users”) and assign certain permissions to such additional accounts. You are liable for all use of the Platform by your Authorized Users and the conduct of your Authorized Users shall be considered your conduct for the purposes of the rights and obligations hereunder.
Community Partner: A “Community Partner” user type is an organization that is not a “covered entity” for the purposes of the Health Insurance Portability and Accountability Act (HIPAA), but uses the Platform to support the provision of services to Care Recipients. Community Partners are receiving a license to access and use the Platform at either an individual or corporate level. When you access and use the Platform as a Community Partner user-type, you are agreeing to these Terms on behalf of yourself, individually, and the organization on whose behalf you are accessing and using the Platform. The license granted to Community Partners hereunder is limited to use of the Platform for the purposes of services to Care Recipients. Providers may designate administrative users (“Admin Users”). Admin Users can create additional authorized user accounts for their personnel (“Authorized Users”) and assign certain permissions to such additional accounts. You are liable for all use of the Platform by your Authorized Users and the conduct of your Authorized Users shall be considered your conduct for the purposes of the rights and obligations hereunder.
Caregiver: A “Caregiver” user type means an individual who has been given access to the Platform by a Care Recipient. As a Caregiver, the license granted to you hereunder is limited to use of the Platform for your own personal benefit and only according to the scope or permission of the Care Recipient. You acknowledge and agree the Care Recipient may revoke your access to their information at any time.
CREATING AN ACCOUNT. In order to access the Platform, you may be required to create an account with YourPath that may include choosing an account name and setting a password. When you do so, the information you provide YourPath must be accurate, complete and up-to-date. When registering with YourPath, you shall not impersonate anyone else, choose names that are offensive, or violate anyone’s rights. If you do not follow these rules, we may cancel your account. Depending on the level of permissions assigned to your user account, you may not have access to or be able to view or use all of the functions or features of the Platform.
ACCOUNT SECURITY. You acknowledge and agree that you are responsible for all the activity on your account, and for keeping your account credentials secure and confidential. If you have reason to believe that someone has accessed or used your account without your permission, you must immediately change your password and report the incident to YourPath using the “Contact Us” details below. You will be held liable for losses incurred by YourPath, or any other user of the Platform, due to someone else using your YourPath password or account. You shall not use anyone else’s YourPath password or account at any time. YourPath cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
ACCESSING THE PLATFORM. From time to time, we may restrict Users’ access to some parts of the Platform or the entire Platform. YourPath makes no guarantees regarding uptime, availability, or access to the Platform. You are responsible for: (i) making all arrangements necessary for you to have access to the Platform, including your internet connection and internet stability; and (ii) ensuring that all persons who access the Platform through your internet connection are aware of these Terms and comply with them. We may block, limit or terminate your access to the Platform if: (i) you violate these Terms; (ii) you violate any applicable law, rule, or regulation relating to your use of the Platform; (iii) you engage in any conduct which we, in our sole discretion, believe is offensive, defamatory, or otherwise harmful to us or others; or (iv) you breach any other agreement with us or any other person.
YOURPATH INTELLECTUAL PROPERTY. You acknowledge that, as between you and YourPath, YourPath owns all right, title, and interest, including all intellectual property rights, in and to the Platform, including all software, hardware, firmware, and derivatives of the same, and, with respect to third-party data or information, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the third-party data, name, image, and likeness, and trademarks. YourPath’s names and logos and all related product and service names, design marks, and slogans, including SALA™, are the trademarks or service marks of YourPath. All rights are reserved. You are not authorized to use any YourPath name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of YourPath. All other trademarks, trade dress, images, photographs, and other works appearing in connection with the Platform is the property of their respective owners. The entire contents and design of the Platform is protected by U.S. and international copyright law. All rights regarding the Platform and materials contained on or in the Platform, including any and all technology, code, or design related to the Platform, are either owned by YourPath, are licensed to it, or are used with permission. YourPath and its licensors, vendors, or other service providers retain and reserve all intellectual and proprietary rights to the Platform. The Platform is only for your personal use. You are expected to obey all copyright restrictions. Copying or storing of any content without the prior written permission from YourPath or the intellectual property holder is prohibited. Please use the contact information below if you desire such permission or need more information.
PROHIBITED USES AND CONDUCT.
You may use the Platform only for lawful purposes and in accordance with these Terms.
You agree not to use the Platform: (i) 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. or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm any person in any way by exposing them to inappropriate content, facilitating harassment, or otherwise; (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards contained in these Terms or published in connection with the Platform; (iv) to impersonate or attempt to impersonate YourPath, an YourPath employee, another user, or any other person or entity; or (v) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm YourPath or users of the Platform, or expose them to liability.
You agree not to, and will not permit any third party to: (a) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring, scraping, or copying any of the material on the Platform; (b) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (c) introduce to the Platform or any YourPath system any viruses, Trojan horses, worms, malware, ransomware, logic bombs, or other material that is malicious or technologically harmful; or (d) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, any YourPath accounts, the servers on which the Platform is hosted or stored, or any server, computer, or database connected to the Platform.
You are solely responsible for any liability associated with your use of the Platform. You shall not, and are not authorized to, use the Platform in any manner that violates any person’s rights or any applicable law.
USER CONTENT.
The Platform allow Users to upload, post, or submit audio files, communications, and other information (“User Content”) in a manner that is available to YourPath and/or other Users.
For the purposes of these Terms, “User Content” does not include: (i) any aggregated or de-identified data derived from your use of the Platform and that does not identify you and is not capable of re-identifying you (“De-Identified Data”); or (ii) statistical technical data related to your access or use of the Platform (“Technical Data”). As between you and YourPath, all De-Identified Data and Technical Data is solely and exclusively owned by YourPath. YourPath may use such data for any lawful purpose, including to manage and improve the performance of its Platform, for statistical analysis, and for research, commercial, and development purposes.
In submitting the User Content to the Platform, you grant YourPath and our affiliates, licensors, and service providers, and each of their and our respective licensees, successors, and assigns, a non-exclusive, sublicensable, transferable, perpetual, worldwide, royalty-free license to use, display, access, view, store, and/or download User Content, and post or forward User Content to others, for the purpose of providing you the Platform, exercising our rights or obligations under these Terms, or any other use described in our Privacy Policy.
You also acknowledge and agree that YourPath does not control any User’s acts or omissions, or User Content submissions. We disclaim all warranties and liabilities for User Content. We are not responsible for any action taken by any third party with respect to your User Content.
You represent and warrant that you own or control all rights in and to the User Content and have the right to grant the license above and that all of your User Content does and will comply with all applicable laws, rules, and regulations, and these Terms.
You also represent and warrant that you have obtained all applicable consents and permissions needed to provide YourPath with any User Content or other information provided by you, and that you have a lawful basis for providing such information to YourPath, in connection with your use of the Platform, including, without limitation, any personal information as defined under applicable law provided to YourPath. You agree to cooperate with YourPath and take such action as reasonably requested by YourPath with respect to any information provided by you to YourPath.
You understand and acknowledge that you have full responsibility for your User Content, including its legality, reliability, accuracy, and appropriateness. YourPath disclaims all representations or warranties regarding the retention or backup of any User Content. You are solely responsible for the backup and any copies of any User Content.
User Content must not:
Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Give the impression that it emanates from or is endorsed by YourPath or any other person or entity, if this is not the case.
Criticize YourPath, the Platform, or any YourPath operational partner.
FEEDBACK. YourPath may solicit your feedback regarding your experience accessing or using the Platform. The comments, information, and details you submit to us through surveys, reviews, or other forums regarding your experience accessing or using the Platform, including without limitation any suggestions or recommendations regarding the Platform’ features or functionality, including any improvements (“Feedback”) may be used by YourPath without any obligation, limitation, attribution, or compensation to any party. You hereby assign to YourPath all right, title, and interest, including intellectual property rights, in and to any ideas, inventions, know-how, concepts, techniques, or other concepts contained in the Feedback. For clarity, Feedback does not include User Content.
FUNCTIONALITY AND UPDATES. YourPath reserves the right to change, suspend, or discontinue any aspect of the Platform at any time, including availability of a feature, database, or content. We may from time to time in our sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
THIRD-PARTY SITES AND LINKS. YourPath makes reasonable efforts to determine that other website owned or operated by third parties accessible via the Platform (collectively, “Third-Party Websites”) are active and appropriate at the time the links to such Third-Party Websites are placed in the Platform. YourPath has no control over, and assumes no liability for, the continued existence of, or the material available on, any Third-Party Website. Should you discover that any link in the Platform references a Third-Party Website that is no longer active or that contains inappropriate or irrelevant information, please notify us by sending an e-mail message to the address listed below. Links from the Platform to Third-Party Websites do not constitute or imply an endorsement, sponsorship, or recommendation by YourPath or any of its subsidiaries or affiliates of the third party, the Third-Party Website, or the resources, information, or content contained therein. YourPath does not endorse or warrant, and is not responsible or liable for, any such Third-Party Website or the content thereon. Please review the applicable third party’s terms and conditions and privacy policy when interacting with or using any Third-Party Website.
USER DISPUTES. You are solely responsible for your interactions with other Users. We have no obligation to mediate or otherwise resolve disputes between Users and/or any third party.
CONSENT TO DOING BUSINESS ELECTRONICALLY. You hereby agree that we may deliver all notices, disclosures, documents, reviews, analyses, or other materials, and any and all other documents, information, and communication concerning you or YourPath by means of email or by posting in the Platform or by other means of electronic communication. Considering YourPath operates principally on the internet, by accessing the Platform, you hereby consent to transact business electronically and to receive electronically all disclosures, documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations, or services under these Terms or any other agreement between you and YourPath.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless YourPath and its affiliates, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from your breach or violation of any representations, warranties, covenants, obligations, or other provisions set forth in these Terms, your breach of applicable laws in connection with your use of the Platform, your failure to fulfill any obligations relating to your use of the Platform, or your account, incurred by you or any other person using your account, including, but not limited to, any failure on your part to provide or update full and complete information in connection with your registration with the Platform. We reserve the right, but not the obligation, to take over the exclusive defense and control of any claim for which we are entitled to indemnification under these Terms. In such event, you hereby agree to cooperate and help us in asserting any defenses to such claims.
WARRANTY DISCLAIMERS. YourPath disclaims any and all liability for the acts, omission, and conduct of any Users or third parties in connection with or related to your use of the Platform. Users are completely responsible for their use of the Platform. Users’ sole remedy against YourPath for dissatisfaction with the Platform or any content is to stop using the Platform or any such content at once. This limitation of relief is a part of the bargain between the parties. THE PLATFORM MAY CONTAIN TECHNICAL ERRORS, TYPOGRAPHICAL MISTAKES, OR OTHER INACCURACIES. UNLESS OTHERWISE EXPRESSED, THE PLATFORM IS PROVIDED “AS-IS,” WITHOUT ANY WARRANTY AND YOURPATH EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE PLATFORM IS ACCURATE, ADEQUATE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOURPATH, AS THE OPERATOR OF THE PLATFORM, DOES NOT PROVIDE MEDICAL, PROFESSIONAL, OR LICENSED ADVICE.
LIMITATION OF LIABILITY. IN NO EVENT WILL YOURPATH OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (v) COST OF REPLACEMENT GOODS OR PLATFORM; OR (vi) DAMAGE OR INJURY TO PERSON OR PROPERTY, IN EACH CASE REGARDLESS OF WHETHER YOURPATH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL YOURPATH’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY YOU TO YOURPATH IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE-HUNDRED DOLLARS ($100).
GOVERNING LAW. These Terms shall be construed and governed in accordance with the laws of the State of Minnesota, without giving effect to any choice or any conflicts of law provisions or rules. Any action relating to these Terms shall be brought in the federal or state courts located in Hennepin County, State of Minnesota. You hereby agree to personal jurisdiction and submit to venue by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
TERMINATION OF USE. You agree that we may, at our sole discretion, limit, suspend, or terminate your access to all or part of the Platform without notice if we suspect illegal, fraudulent, or abusive activity. Such activity (including your personal information) may be referred to appropriate law enforcement authorities. Upon suspension or termination of these Terms, your right to access or use the Platform will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information, in accordance with these Terms.
MISCELLANEOUS.
These Terms constitute the sole and entire agreement between you and YourPath regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Platform.
It is expressly agreed that YourPath and all Users shall be independent contractors of each other and that the relationship between the parties shall not constitute a partnership, joint venture or agency. Neither YourPath nor any User shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior consent of such other party.
In addition to these Terms, you may enter into other agreements with us that will govern your use of the Platform. If there is any contradiction or conflict between these Terms and another agreement you enter into with us applicable to the Platform, the other agreement shall take precedence in relation to the specific aspects of the Platform governed by such agreement.
If any part, term, or provision of these Terms is held to be illegal, in conflict with any law, or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if these Terms did not contain the particular part, term, or provision held to be illegal or invalid.
The provisions of these Terms shall survive any expiration or termination of these Terms or completion of any services hereunder to the extent necessary or appropriate to carry out the intent of such provisions.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You may not assign rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without our prior written consent.
The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
CONTACT US.
If you have questions regarding these Terms or the Platform, please contact us by e-mail [email protected] or by using the contact information provided below:
YourPath, Inc.
c/o Legal Department
700 Raymond Avenue
Suite 100
Saint Paul, MN 55114
Sala, Copyright © 2024 YourPath LLC. All Rights Reserved.