Oath Group Agreement

 

Effective Date: date the Participant signs up for the Oath Group.

Participation Period: From the Effective Date until six (6) months after the Effective Date unless earlier terminated by the parties or the parties otherwise mutually agree to extend the term. 

This Oath Group Agreement (this “Agreement”) is by and between Oath Health, Inc., a Delaware corporation (“Oath ”), and you (the “Participant”).  By clicking “I Agree,” Participant agrees to be bound by the terms of this Agreement.  This Agreement outlines the terms of providing Participant with access to the Oath Group (as defined below) for the purposes of engaging in internal, proof of concept testing of healthcare management groups, systems, software, and processes (such systems and all such content, collectively, the “Oath Group ”), to refine the Oath Group and to identify and evaluate possible use cases (the “Purpose”). 

1.              Access to Oath Group : Subject to the terms and conditions hereof, for the duration of the Oath Period, Oath hereby grants Participant a non-exclusive, non-transferable, non-sublicensable right to use the Oath Group solely for the Purpose.  Participant acknowledges and agrees that Oath is not a healthcare provider and the Oath Group is not intended to be a substitute for advice, diagnosis, or treatment from a physician or other health care professional.  Oath is not intended as a forum for healthcare providers to provide health care services and the Participant should consult a physician or other healthcare provider regarding any medical needs.

2.              Feedback: Participant agrees to provide feedback (including suggestions, comments for enhancements, functionality or usability, etc.) (“Feedback”) to Oath on Participant’s experience using, and needs and integration requirements for, the Oath Group.  Oath shall have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality, and Participant hereby grants Oath the full, unencumbered right to incorporate and otherwise fully exploit Feedback in connection with Oath’s products and services.

3.              Duration: This Agreement shall be effective during the Participation Period.  Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach is not cured within five (5) days after receipt of written notice specifying the breach.  Sections 2, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.

4.              Proprietary Rights: 

(a)            As between the parties, Oath retains all rights, title and interest in and to Oath Group.  In addition, notwithstanding anything herein, if, as a result of the parties’ activities hereunder, the parties jointly author, invent or create, or Participant authors, invents or creates, any software, data, inventions, enhancements, derivatives or other intellectual property in the Oath Group (“Oath Group Improvements”), Oath will own all right, title and interest in and to such Group Improvements, and Participant hereby makes all assignments necessary to accomplish the foregoing ownership.  Participant will reasonably cooperate with Oath to perfect such rights, at Oath’s reasonable expense. 

(b)            Participant will not (a) sublicense, resell, rent, lease, transfer, assign, time share, broadcast, republish, modify, distribute or otherwise commercially exploit or make the Oath Group available to any third party; (b) use the Oath Group in any unlawful manner, (c) use the Oath Group outside of the scope expressly permitted under this Agreement.  Participant will comply with any guidelines provided by third party platform providers (e.g. Whatsapp, Facebook or Twitter), and promptly notify Oath if Participant learns of a security breach related to the Oath Group.

(c)            “Confidential Information” means any information and data that should reasonably be understood to be confidential or proprietary that is disclosed or made available by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder, and includes (i) as to Oath, the Oath Group; (ii) as to Participant, all data or content uploaded or collected by or on behalf of Participant to the Oath Group.  The Receiving Party shall: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information.  If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection.  Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.  Notwithstanding anything contrary provision in this Agreement, Participant agrees and acknowledges that other participants in the Oath Group and healthcare providers provided access to the Oath Group will have access to information disclosed by Participant through the Oath Group, and that Health Insurance Portability and Accountability Act of 1996 does not apply to the information disclosed by Participant through the Oath Group

(d)            Participant acknowledges that a fundamental component of the Oath Group is the use of machine learning for the purpose of improving and providing Oath’s products and services.  Notwithstanding anything to the contrary, Participant agrees that Oath is hereby granted the right to use any information, data, content, and know-how collected hereunder to train its algorithms internally through machine learning techniques for such purpose.

(e)            Participant further agrees that Oath has the right to aggregate, collect and analyze data and other information relating to the performance of the Oath Platform and shall be free (during and after the term hereof) to (i) use such data and other information to improve Oath’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Participant or any individual.

5.              Disclaimer of Warranties:  Participant expressly acknowledges that the Oath Group is not at a level of functionality, performance or compatibility of a commercial, production-level integration and may have defects or deficiencies which cannot or may not be corrected by Oath.  THE Oath Group IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. Oath DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE Oath Group , WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

6.              Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 4, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR (A) LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY OTHER AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100), IN EACH CASE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.              Miscellaneous: For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.  This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Each party hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service. Neither party shall have the right to assign this Agreement, except that Oath may assign its rights and obligations without consent to a successor to substantially all of its relevant assets or business.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.  

 


Oath does not:

Sell data.  

Sell ads.  

Take a percentage from providers.

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