Terms & Conditions of Compass Lifestyle Medicine CIC
Last updated December 2020.
- ACCEPTANCE OF TERMS
This Limited License and Terms and Conditions of Use (the “Agreement”) is an agreement between Compass Lifestyle Medicine CIC, a private company limited by guarantee without share capital, registered in England and Wales under company number 11473290, and with registered address at King Street House, 15 Upper King Street, Norwich, Norfolk NR3 1RB (“CLM”) and the end user recipient (“you” or “your”) of the CHIPHUB through which this Agreement is accessed. You have registered to participate in the Complete Health Improvement Programme (“CHIP”), a proprietary programme of Lifestyle Medicine Institute LLC (“LMI”), which has been licensed to CLM, and is being administered and delivered to you by CLM.
This Agreement governs your access to and use of the contents and functionality offered on or through the CHIPHUB and any websites and applications provided by CLM (collectively, the “Services”), together with any educational, instructional, operational, technical and other materials, videos, manuals, documentation and guides, in any medium, which are owned or licensed by LMI and made available to you by CLM in relation to CHIP (collectively, “CHIP Materials”).
By using the Services or otherwise accepting this Agreement, you represent, warrant and agree that you have the right, power, and authority to create a binding agreement with CLM and fulfill your obligations under this Agreement and will abide by all applicable laws and regulations with respect to your use of the Services and CHIP Materials.
- LICENSE GRANT; RESTRICTIONS
CLM hereby grants you a personal (use only), revocable, limited, non-exclusive, and nontransferable license to access and use CHIP Materials in connection with your participation in CHIP in the form or format made available by CLM.
This Agreement permits you to use the Services and CHIP Materials for your personal, non-commercial use only. You may not copy, transfer, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish or disseminate any part of the Services or CHIP Materials, and you may not remove or alter any or intellectual property notice contained in or on the CHIP Materials. All names, logos, and icons identifying LMI and its programmes, products, and services, including CHIP are proprietary trademarks and/or service marks of LMI, and any use of such marks, including, without limitation, as account identifiers or as domain names, without the express written permission of LMI or CLM is strictly prohibited. Though you have no right to modify or create derivative versions of the CHIP Materials, LMI shall own, and you hereby irrevocably assign to LMI without further action by you or LMI, any and all new versions, updates, upgrades, modifications or improvements to the CHIP Materials, or any portion thereof, whether conceived, suggested, created, developed, or implemented by or on behalf of LMI or you.
3. ACCESSING SERVICES; DELIVERY OF INFORMATION
To begin using the Services and participate in CHIP, CLM requires that you provide certain information and fully complete the registration and data submission procedures prompted by the Services in order to create a CHIP Health account. You agree to: (a) provide true, accurate, current, and complete registration information about yourself as prompted by the Services; and (b) maintain and promptly update the registration information to keep it true, accurate, current, and complete. If CLM has a reasonable basis to suspect that any such information or your expressions of consent are untrue, inaccurate, not current, or incomplete, CLM has the right to suspend or terminate your account and deny your use of the Services.
You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify LMI of any unauthorised use of your password or account or any other breach of security.
CLM may use information you submit to the Services to:
- Operate and administer the Services (including all software, websites, and applications) to support CHIP;
- Perform certain permitted management and administration functions, including protection of its security systems or analysis of aggregated or de-identified data; and
- Comply with the law, such as responding to subpoenas and search warrants.
CLM is committed to protecting your personal information and employs a variety of security technologies and procedures to help protect your data from unauthorised access, use and disclosure. This includes, but is not limited to, storing personally identifiable information on secure services, using robust encryption technology, and requiring comprehensive security training for CLM’s employees and workforce members.
In order to provide the Service to you, we may need to provide you with certain communications. If you do not wish us to communicate with you in this way, in order to perform our obligations under this Agreement, please do not proceed to use the Service. This does not apply to marketing communications, which you must actively opt-in to receive.
- CONFIDENTIALITY & NON-DISCLOSURE
You understand that as part of your participation in CHIP, you may be provided with confidential information relating to CLM, CHIP, participants in CHIP, or other materials related to CHIP, including, without limitation, the CHIP Materials, CHIP training sessions and any other nonpublic data and information which relate to CHIP and/or CLM (collectively, the “Confidential Information”). In consideration of disclosure of the above-described Confidential Information to you, you agree to safeguard and keep confidential the Confidential Information and not to disclose such Confidential Information to any third party. You further agree to use such Confidential Information only in your participation in CHIP and in furtherance of the purposes of this Agreement and not for the benefit of any third party. You further agree that all documents, samples and other information in tangible form relating to the Confidential Information will be returned to CLM upon request. Except as expressly provided by this Agreement, this Agreement shall not be construed as granting or promising to grant any further license under the Confidential Information to you or to any other party.
- MEDICAL WAIVER AND RELEASE
CHIP is a wellness and health support programme that is intended to help participants improve their overall health. The content of CHIP is not intended to replace medical advice and CHIP is not a medical prescription. Some CHIP Facilitators are not medically qualified and, therefore, will not offer Participants specific medical advice concerning their health problems. Many other CHIP Facilitators are medically qualified to advise on specific medical conditions and may do so as an extension of their delivery of the CHIP programme, if appropriate, and within the limits of their professional qualifications and competencies. In any case, you should consult your General Practitioner prior to enrolling with CHIP, or if you have any questions or concerns about your participation in the Programme, a specific medical condition (including pre-existing conditions), or medical treatment. CLM expressly disclaims responsibility, and shall have no liability, for any damages, loss, injury, or liability whatsoever suffered as a result from your reliance on the information accessed through the Services, or otherwise from your participation in CHIP. Nothing in this Agreement shall limit CLM’s liability for death or personal injury caused by negligence.
CLM does not endorse specifically any test, treatment, doctor, medical advice, product, procedure, opinion or other information referenced through the Services. Never disregard professional medical advice or delay in seeking it because of anything you see or read or hear through the Services. CLM does not endorse, warranty, or guarantee positive outcomes or the effectiveness of CHIP or any doctor, medical professional, tool, product, service, process, or methodology accessed through the Services.
If you think you may have a medical emergency, call your doctor or 999 immediately. Reliance on any information provided by CLM, its employees, or others appearing on the Services is solely at your own risk.
- BLOOD TESTING
Finger prick blood tests/venous blood draws performed as part of CHIP are conducted by third party laboratories contracted by CLM. By providing your blood sample as a part of CHIP, you grant permission to these laboratories to perform testing on the sample and understand that the laboratories will either send you the results directly or upload the results directly to the Services’ application for your review and for the review of those you specifically authorize. As a part of the blood testing, you may be asked to authorize the release of your results to the Services’ application or CLM in order to comply with applicable law. You understand that failures or errors may occur in the laboratory testing process and you may be asked to resubmit a sample or may not be able to receive results. CLM does not make any warranty or representation related to the laboratory testing services, and you hereby indemnify and hold harmless CLM for any and all liability that may arise directly or indirectly in connection with laboratory testing and/or receipt of your blood test results.
You understand that CLM cannot and does not guarantee or warrant that files available for downloading from the internet or the Services 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.
CLM 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 PROGRAMMES, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL THROUGH THE SERVICES.
YOUR USE OF THE SERVICES AND CHIP MATERIALS AND YOUR PARTICIPATION IN CHIP ARE AT YOUR OWN RISK. THE SERVICES AND CHIP MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLM 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. CLM MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR CHIP MATERIALS, OR THAT THE SERVICES AND CHIP MATERIALS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED.
- LIMITATION OF LIABILITY
IN NO EVENT WILL CLM, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR CHIP MATERIALS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CLM, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO CLM FOR THE SERVICES AND CHIP MATERIALS OUT OF WHICH LIABILITY AROSE.
You agree to defend, indemnify, and hold harmless CLM and all of its affiliates, employees, agents, directors, officers, shareholders, attorneys, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your breach of this Agreement, including, without limitation, your unauthorised reproduction or dissemination of the Services or CHIP Materials or your permitting third parties to access the Services through your username and password.
- GOVERNING LAW
This Agreement, and any non-contractual obligations arising hereunder, is governed and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to deal with any dispute arising hereunder.
If you fail to comply with any of the terms and conditions of this Agreement, your rights to use the Services and CHIP Materials will immediately cease without further notice and you must return, destroy, or delete from your system all copies of the CHIP Materials (and any associated materials and data) in your possession or control.
No third party shall have any rights under this Agreement, except LMI where specifically referenced in this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect and the unenforceable provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. This Agreement and any of your rights hereunder may not be assigned or transferred by you without the prior express written consent of CLM.