Texture Health, LLC (hereinafter “Texture Health”, “we” or “us”) operates one or more websites (the “Website”) to provide technology solutions that enable health systems to improve patient outcomes and reduce costs of care.
The Website is offered and available to users who are 18 years of age or older and reside in the United States of America or its territories. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Texture Health. If you are not 18 or older, you must not access or use the Website.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF MEDIATION OR ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTION LITIGATION.
Access to the Website and Account Security
You must treat your user name, password or any other piece of information provided as part of our security procedures, 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 this Website 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. We strongly recommend that you not access the Website from a public computer. If you must do so you should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
All rights, title and interest in and to the Website, including its content and all intellectual property rights, including all copyright, trademark, patent and trade secret rights therein (the “Content”) shall remain with Texture Health and/or Texture Health’s licensees, licensors and any other providers of material to the Website; no ownership interest is transferred to users or any other entity by virtue of making the Content available in the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: firstname.lastname@example.org.
You must not use the Website:
Additionally, you agree not to:
Content Conditions and Usage
The Content of this Website, such as text, graphics, images, and other material contained on the Website are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this Website. This Website does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Site.
Reliance on any Content provided by this Website is solely at your own risk. Texture Health is not responsible, or liable to you or any third party, for the content or accuracy of any Content presented on the Website. Texture Health does not warrant the accuracy, completeness or usefulness of the Content. Texture Health disclaims all liability and responsibility arising from any reliance placed on the Content by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
Website Records. Texture Health will maintain records relating to the operation of the Website, as Texture Health determines appropriate. Texture Health will not maintain, and will not be responsible for maintaining, records of the Content furnished to or accessed through the Website by you or any other user, or for inspecting any Content.
Texture Health Copyright Policy
Texture Health respects intellectual property rights and takes claims of copyright infringement seriously. All users of this Website and any other websites controlled by Texture Health are required to comply with applicable copyright laws. This Website accommodates and does not interfere with copyright holders’ standard technical measures to protect intellectual property. We will take action upon infringing material, including removal of or disabling access to such material, if we have actual or constructive knowledge of infringement or if we receive notice from a copyright holder alerting us to copyright infringement.
Take-Down Notice Procedures
If you believe materials accessible on or from this Website infringe your copyright, you may request removal of or denial of access to such materials by submitting written notification to our Copyright Agent designated below. Texture Health will respond promptly to any claim of infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). Written notice (the “DMCA Notice”) to Texture Health must substantially include the following:
Your physical or electronic signature.
Failure to include each of these elements in your DMCA Notice as required by Section 512(c)(3) of the DMCA may constitute an ineffective notice upon which no action will be taken.
Notices and counter-notices must be sent in writing to Texture Health’s DMCA agent as follows:
Gail Vijuk, Controller
Texture Health, LLC
939 W. North Avenue, Suite 850
Chicago, IL 60642
Please submit only legitimate claims for copyright infringement in your DMCA Notice. Knowingly submitting a false DMCA Notice may result in your being held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. If you are unsure whether material available on our Website infringes your copyright, you should contact an attorney before submitting a DMCA Notice.
Take-Down Notification to Alleged Infringer and Counter-Notices
If we remove or disable access to material in response to an effective DMCA Notice, we will make a good-faith attempt to contact the user who generated such material so that such user may file a counter-notification with us (a “Counter-Notice”) pursuant to Sections 512(g)(2) and (3) of the DMCA. If you are submitting a Counter-Notice, it must substantially include the following:
All Counter-Notices should be sent to our Copyright Agent. Please submit only legitimate Counter-Notices. Knowingly submitting a false Counter-Notice may result in your being held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Upon receipt of a Counter-Notice, we will promptly provide the sender of the DMCA Notice with a copy of your Counter-Notice. Then, we will replace the removed material or cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter-Notice, unless our Copyright Agent first receives notice from the sender of the DMCA Notice that such person has filed an action seeking a court order to restrain the person engaged in the allegedly infringing activity from doing so on our Website.
Changes to the Website
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
We will attempt to provide notice of changes to the Website that affect its operations, features and functionality of the Website.
Information About You and Your Visits to the Website
Linking to the Website
You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
If you link to the Website, you must not:
The Website shall not be linked to a social media website or account without the express written permission of Texture Health. You agree to cooperate with us in stopping any unauthorized framing or linking immediately. We reserve the right to withdraw linking permission without notice.
Links to Other Websites
Texture Health is based in the state of Illinois. We provide this Website for use only by persons located in the United States. Access to the Website may not be legal by certain persons or in certain countries. Do not access the Website from outside the United States.
Limitation/Disclaimer of Liability
NEITHER TEXTURE HEALTH NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR SUBCONTRACTORS SHALL BE HELD LIABLE FOR ANY IMPROPER OR INCORRECT USE OF ANY OF THE CONTENT AND ASSUME NO RESPONSIBILITY FOR ANYONE'S USE OF THE INFORMATION. USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTIONS OR OMISSIONS TAKEN OR MADE BY USER IN RELIANCE ON OR IN CONNECTION WITH ACCESS TO THE WEBSITE OR THE CONTENT THEREIN.
TEXTURE HEALTH CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE 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.
TEXTURE HEALTH 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. Texture Health HAS NO RESPONSIBILITY OR OBLIGATION TO REPLACE ANY HARDWARE, SOFTWARE OR MEDIA DAMAGED BY ACCESS TO, OR ACCIDENT, ABUSE OR MISUSE OF THE WEBSITE OR THE CONTENT THEREIN.
IN NO EVENT SHALL TEXTURE HEALTH OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR SUBCONTRACTORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF Texture Health, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBCONTRACTORS, CUSTOMERS, AND ITS VENDORS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU SOLELY FOR THE RIGHT TO USE THE PARTICULAR INFORMATION OR SERVICE PROVIDED BY Texture Health HEREUNDER OR $25.00, WHICHEVER IS GREATER.
You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement, and neither the Website nor the Content would be provided to you absent such limitations.
Disclaimer of Warranties
TEXTURE HEALTH PROVIDES DATA AND INFORMATION ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM CONTAMINATION BY COMPUTER VIRUSES AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE DISCLAIMED.
Your use of (including any access to) the Website and the Content and any other internet sites linked to the Website, including any resources contained on, or otherwise made available by them, is solely at your own risk.
NEITHER TEXTURE HEALTH NOR ANY PERSON ASSOCIATED WITH TEXTURE HEALTH MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER TEXTURE HEALTH NOR ANYONE ASSOCIATED WITH TEXTURE HEALTH REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITEWILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE OPERATION OF THE WEBSITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND TEXTURE HEALTH’S OR ITS CUSTOMERS OR VENDORS’ CONTROL. THE OPERATION OF THE WEBSITE, WHETHER BY Texture Health, ITS CUSTOMERS, OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION IN CHICAGO, ILLINOIS. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
THE PARTIES, THEIR REPRESENTATIVES, OTHER PARTICIPANTS, AND THE ARBITRATOR SHALL HOLD THE EXISTENCE, CONTENT, AND RESULTS OF THE DISPUTE RESOLUTION PROCEEDINGS IN CONFIDENCE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
WITH THE EXCEPTION OF ANY OF THE LANGUAGE ABOVE IN THIS DISPUTE RESOLUTION PROVISION RELATING TO THE WAIVER OF CLASS AND REPRESENTATIVE ACTIONS, IF A COURT DECIDES THAT ANY PART OF THIS DISPUTE RESOLUTION PROVISION IS INVALID OR UNENFORCEABLE, THE OTHER PARTS OF THIS DISPUTE RESOLUTION PROVISION SHALL STILL APPLY. IF A COURT DECIDES THAT ANY ASPECT OF THE LANGUAGE ABOVE IN THIS DISPUTE RESOLUTION PROVISION RELATING TO THE WAIVER OF CLASS AND REPRESENTATIVE ACTIONS IS INVALID OR UNENFORCEABLE, THEN THE ENTIRETY OF THIS DISPUTE RESOLUTION PROVISION SHALL BE NULL AND VOID. THE REMAINDER OF THE AGREEMENT WILL CONTINUE TO APPLY AND BE UNAFFECTED BY THIS SEVERABILITY PROVISION.
Waiver and Severability
Effective Date: October 13, 2017
Revision date 8.16.2017