RoutinifyTM ROUTINIFY WELLASSIST USER AGREEMENT

Last updated: Aug 22, 2023

THIS CONTRACT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THIS CONTRACT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

You agree that by clicking “I Agree,” “Sign Up,” or registering, accessing or using our services (described below), are agreeing to enter into a legally binding contract with Routinify. If you do not agree to this contract (“Contract” or “User Agreement”), do not click “I Agree” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your Account and no longer accessing or using our Services.

  1. Services: This Contract applies to Routinify's WellAssist platform (the “Services”).

  2. Routinify: You are entering into this Contract with Routinify, Inc., a Delaware corporation (also referred to as “we” and “us”).

  3. Changes:We may modify this Contract and our Privacy Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your Account and stop using the Services. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

  4. Service Eligibility: The Services are not for use by anyone under the Minimum Age. To use the Services, you agree that you must be the Minimum Age or older. Creating an Account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the Minimum Age. “Minimum Age” means 13 years old; however, if law requires that you must be older in order for Routinify to lawfully provide the Services to you without parental consent (including using of your personal data) then the Minimum Age is such older age.

  5. Your Account: You may not disclose your password or username to any third party. You shall promptly notify us if you believe your Account, password, or username has been compromised. You are responsible for anything that happens through your Account unless you close it or report misuse. As between you and others, your Account belongs to you. However, if the Services were purchased by another party for us by a Senior (e.g., by the Facility), the party paying for such Services may terminate that Senior's Account and that Senior's access to the Services to the extent paid for by such party. We can disable your Account immediately for so long as necessary to protect our Services or for as long as you are violating this Contract. If we take action to disable your Account, we will promptly notify you. If you believe your Account has been disabled in error, or if you want to terminate or permanently delete your Account, please contact us at: support@routinify.com.

  6. Use; Restrictions: You may use the Services only during the Term and in accordance with this Contract and the Documentation. You agree not to, and shall not permit any third party to: (a) sublicense, redistribute, sell, lease, lend or rent the Services; (b) make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time; (c) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Services; (d) copy, modify, improve, or create derivative works of the Services; (e) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that otherwise limit use of the Services; (f) use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (g) try to gain unauthorized access to, test the vulnerability of, or disrupt the Services; (h) distribute spam or malware, or (i) use the Services in any way that violates the privacy of others, any applicable laws, rules or regulations, for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Contract.

  7. Incidental Software: You may receive software from us that is incidental to your use of the Services which is installed on a tablet or other cellular device. You may only use that software in connection with its use of the Services and in accordance with this Contract.

  8. Network Limitations: Your access and use of the Application will depend on the capabilities of Your mobile/tablet device and the mobile/internet carrier You have contracted with for mobile service. Routinify shall in no way be deemed responsible for a failure in performance of the Application due to network outages, failures or other interruptions of service, including attempts to use the Application while in an area that receives sporadic, limited or no coverage or the failure of Internet access equipment or associated networks and/or unprotected power outages.

  9. Monitoring: We may monitor and collect configuration, performance, and usage data relating to your use of the Services: (a) to facilitate delivery of the Services (such as (i) tracking entitlements, (ii) providing support, (iii) monitoring the performance, integrity, and stability of the Services infrastructure, and (iv) preventing or addressing service or technical issues); and (b) to improve our products and services, and your experience (collectively, “Usage Data”). You must not interfere with that monitoring. We will not access Your Submissions or your Wellness Data except as necessary to provide the Services or pursuant to Section 9(c).

  10. Your Submissions:

    1. Communication and Sharing of Content:The Services allow you to communicate and share Content with Users (“Your Submissions”) and for you to view and receive the Content of other Users (“User Submissions”). Where we have made settings available, we will honor the choices you make about who can see Your Submissions and, for Seniors, who is in your Care Circle. You acknowledge and agree that (i) via the Services, Your Content is being shared directly with the Facility and the Care Circle and (ii) we do not guarantee any confidentiality, and you should have no expectation of privacy, with respect to any of Your Submissions and we disclaim any and all liability arising from or in any way related to the use of Your Submissions by the Facility, the Senior (if you are not the Senior), or anyone in the Care Circle.

    2. Ownership of Your Submissions: You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use Your Submissions. You retain all of your Intellectual Property Rights in and to Your Submissions. Subject to this Contract and the terms of our Privacy Policy, by sharing your Content on or with the Services, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Content only in connection with the Services.

    3. Rights to Your Submissions: Notwithstanding anything to the contrary contained in this Contract or our Privacy Policy, we reserve the right, to the extent applicable, to access, read, preserve, and disclose any Content or Wellness Data or any other information that we obtain in connection with the Services we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce this Contract, including investigation of potential violations of it, (iii) detect, prevent, or otherwise address fraud, security or technical issues, or (iv) respond to support requests.


  11. Acknowledgements of Seniors and Care Circle Members:

    1. Sound Mind and Body: If you are a Senior, you confirm that you are of sound mind and body and are able to understand and agree to this Contract. If you are a member of a Care Circle, you confirm that the Senior of whose you are or will be a member appears to be of sound mind and body and is able to understand and agree to this Contract. You acknowledge and agree that we are relying on your confirmation.

    2. Wellness Data: The Platform, and Third Party Services connected with and into the Platform, may Process certain types of Wellness Data, and if you are a Senior, by using the Platform or such Third Party Services, you acknowledge and agree that (i) you are directly providing or granting access to that Wellness Data to the Facility and the members of your Care Circle that you designate and (ii) you have no expectation of privacy with respect to that Wellness Data. If you do not want your Wellness Data Processed, do not use or agree to use the Platform or the Third Party Services that track, monitor, or collect Wellness Data.

    3. Senior Submissions and Data: Except as permitted by a User, you shall not Process such User's User Submissions outside of or separate from the Services' platform and user interfaces. You acknowledge and agree that such User is a third party beneficiary of this Section 10(c).

    4. Care Circle Designations: If you are a Care Circle member, you acknowledge and agree that your right to use the Services in relation to a particular Senior derives from your continued designation by that Senior to be a part of his or her Care Circle. Seniors have the right, for any reason or no reason, to modify or change the members of their Care Circles, and we will not be responsible or liable for any designations, modifications, or changes to the members of a Care Circle made by a Senior.

  12. Not a Replacement for Personal Care: WellAssist is a tool meant to enhance relationships and not to replace the personal touch given by extended family or caregivers.

  13. Not a Personal Emergency Response System (PERS): may not be used for crisis management, and is not a substitute for the on-line and physical monitoring of anyone with serious health conditions or disabilities.

  14. WellAssist does not diagnose or treat health conditions: Health and wellness should be monitored by licensed medical professionals.

  15. Third Party Services: The Services may enable you to view, access, link to, and use content and services provided by third parties (“Service Providers”) that are not owned or controlled by us, including, without limitation, wearables, medical vital sensors such as blood pressure, glucose, seizure, PERS (personal emergency response), motion sensors, music players, photo albums and photosharing technologies, text messages services, voice and video file services, etc. (“Third Party Services”), which are governed by their own separate terms and conditions. You are solely responsible and liable for your interaction with a Service Provider. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us and release us from any and all liability, arising from your use of and interaction with any Third Party Services.

    1. Links: The Application may provide links to websites, services or resources. When You access third party websites, services or resources, You do so at Your own risk. You acknowledge and agree that Routinify is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Routinify 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 goods or services available on or through any such site or resource.


  16. Warranties; Disclaimers: To the maximum extent permitted by applicable law, you and we agree as follows:

    1. THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND WE, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

    2. WE, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (i) WILL MEET YOUR REQUIREMENTS; (ii) WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER, TABLET MOBILE DEVICE, OR OTHER DEVICE; (iii) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (iv) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THOUGH THE SERVICES, WILL CREATE ANY WARRANTY.

    3. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY PROVIDER OF SUCH PRODUCTS OR SERVICES.

    4. WE MAKE NO REPRESENTATIONS CONCERNING ANY THIRD PARTY CONTENT OR SERVICES CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OFFERED OR PURCHASED THROUGH THE SERVICES.

    5. THE SERVICES ARE NOT TO BE RELIED UPON (i) FOR ANY LIFE SAFETY OR CRITICAL PURPOSES, FOR AVOIDING, DETECTING, OR COMBATTING AGAINST THE FRAUDULENT OR PREDATORY ACTS OF OTHERS, AND (ii) THE SERVICES ARE NOT A MEDICAL DEVICE OR INTENDED TO PREPARE OR PROVIDE MEDICAL DIAGNOSES. ANY INFORMATION AND REPORTS GENERATED BY US SHOULD NOT BE INTERPRETED AS A SUBSTITUTE FOR PHYSICIAN CONSULTATION, EVALUATION, TREATMENT, OR GOOD SENSE AND PERSONAL JUDGMENT ABOUT ONE'S OWN CONDITION. IF YOU BELIEVE THAT THERE IS A MEDICAL EMERGENCY, DIAL 911 WITHOUT DELAY.

    6. WE MAKE NO ENDORSEMENT, REPRESENTATION, OR WARRANTY OF ANY KIND ABOUT ANY WELLNESS DATA. THE ACCURACY OF THE WELLNESS DATA IS NOT INTENDED TO MATCH THAT OF MEDICAL DEVICES OR SCIENTIFIC MEASUREMENT DEVICES. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, AVAILABILITY, EFFECTIVENESS, OR CORRECT USE OF WELLNESS DATA YOU OR THE FACILITY RECEIVES THROUGH THE SERVICES. WELLNESS DATA MAY BE UNAVAILABLE, INACCURATE, OR INCOMPLETE.


  17. Intellectual Property Rights; Feedback: We and our suppliers own and retain all right, title, and interest in and to the Services and any related Routinify software, including all improvements, enhancements, modifications, and derivative works of them, and all Intellectual Property Rights in all of them. This includes any Usage Data. Your rights to use the Services are limited to those expressly granted in this Contract. No other rights with respect to the Services, any related Routinify software, or any related Intellectual Property Rights are implied. If you provide us with any Feedback on the Services, then we may use that information without obligation to you, and you hereby irrevocably assign to Routinify all right, title, and interest in and to such Feedback.

  18. Privacy; Protected Health Information: We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the Processing of all personal data collected from you by us in connection with your use of the Services. [Notwithstanding anything to the contrary, if any of Your Submissions or your Wellness Data is Protected Health Information, such data will be Processed in accordance with our PHI Policy.

  19. Indemnification: You agree to indemnify and hold harmless Routinify and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (a) your use of, or inability to use, the Services; (b) your violation of this Contract or applicable laws, regulations or obligations; and (c) your violation of any third party right, including without limitation any copyright, property, or privacy right.

  20. Limitations on Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, ROUTINIFY, INCLUDING ITS AFFILIATES, (a) WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES AND (b) WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS THE GREATER OF (i) THE TOTAL FEES PAID OR PAYABLE BY YOU TO ROUTINIFY FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, AND (ii) US $1,000.

  21. Termination:

    1. Your Right to Terminate: You may stop using the Services at any time. You may terminate this Contract immediately upon written notice to us, provided that if you are a Senior, you or the Facility will remain liable for any and all fees and charges otherwise due during your Subscription.

    2. Care Circle Members: If you are a Care Circle member, this Contract will automatically terminate if you are removed as a member from all Care Circles (and you are not also a Senior with a valid and in effect Subscription).

    3. Seniors: If you are a Senior, this Contract will automatically terminate upon your death, the termination or expiration of your Subscription, or if the Facility reallocates your Subscription.

    4. Termination for Cause: Either you or we may terminate this Contract effective immediately upon written notice to the other party if that party (i) commits a breach of this Contract and fails to cure within 30 days of notice of the breach or (ii) commits a material breach of this Contract that cannot be cured.

    5. Effect of Termination: Upon termination of this Contract for any reason: (i) you must stop using the Services, (ii) deletion of any of Your Submissions or Wellness Data remaining in the Services will occur as specified in the Privacy Policy, and (iii) Sections 1, 2, 4, 9(b), 9(c), 10(a), 11, 12, 13, 14, 15, 16, 17(d), and 18 will survive.


  22. General:

    1. Subcontracting: We may subcontract any of our obligations under this Contract, including the provision of the Services without notice to you. We shall remain responsible to you for the performance of our obligations hereunder that are performed by a subcontractor.

    2. Export Compliance: You shall not, directly or indirectly, export (including any “deemed export”), nor re-export (including any “deemed re-export”) the Intellectual Property Rights (including any associated products, items, articles, computer software, media, Services, technical data, and other information) in violation of any applicable laws.

    3. Governing Law: The laws of the State of New York, excluding conflict of laws rules, will exclusively govern any dispute relating to this Contract or the Services. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

    4. Dispute Resolution; Binding Arbitration:

      1. YOU AND US ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THE SERVICES OR THIS CONTRACT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

      2. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 18(d). The Federal Arbitration Act will govern the interpretation and enforcement of this Section 18(d). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or this Contract is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The parties agree that any required in-person arbitration hearings will occur in or around Denver, Colorado, or as otherwise determined by the arbitrator.

      3. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of first clicking “I Agree,” or similar, to this Contract. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

      4. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS OF THE SERVICES IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

      5. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.


    5. Recovery of Expenses: In any proceedings between the parties arising out of this Contract or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including reasonable legal fees and expenses.

    6. Notices:

      1. To You. We may provide any notice to you under this Contract by: (1) sending a message to the email address associated with your Account or (2) by posting to the Services portal. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

      2. To Us. To give us notice under this Contract, you must direct legal notices or other correspondence to Routinify US, Inc., 3513 Brighton Blvd #411 Denver, CO 80216, Attention: Legal Department. We may update our address for notices by posting a notice on our website.


    7. Force Majeure: Except for your payment obligations, if any, neither party will be liable for any delay or failure to perform their obligations under this Contract due to any cause beyond such party's reasonable control including labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other acts of nature, embargoes, riots, acts or orders of government, acts of terrorism, or war.

    8. Assignment; Delegation: You will not assign any of your rights or delegate any of your obligations under this Contract without our prior written consent. Any purported assignment or delegation in violation of this Section 18(h) is null and void. No assignment or delegation relieves you of any of your obligations under this Contract.

    9. Third Party Rights: Except as otherwise set forth in Section 10(c) and 15, this Contract is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Contract.

    10. Entire Agreement:This Contract, along with the Privacy Policy and the PHI Addendum, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other agreements, whether written or oral, between the parties.

    11. Severability: If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions of this Contract will remain in force to the extent feasible.


  23. Definitions: