Evive Health User Agreement

Last Updated: May 25, 2018

PLEASE READ THIS USER AGREEMENT AND THE PRIVACY STATEMENT CAREFULLY BEFORE USING OUR SERVICES OR OUR SITE; THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT.

This User Agreement (the "User Agreement") describes the terms and conditions of use of https://myevive.com (the "Site") by you, and anyone else who uses the Site as a user (collectively referred to as "You" or "Your"), and Your rights and responsibilities as a user.

Evive Health ("Evive" or "we") provides this Site for your personal use. Please read this User Agreement carefully before You start to use the Site. BY USING THIS SITE YOU ACCEPT AND AGREE TO BE BOUND BY THIS USER AGREEMENT AND OUR PRIVACY STATEMENT, FOUND AT [https://myevive.com] INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS USER AGREEMENT OR THE PRIVACY STATEMENT, YOU MAY NOT ACCESS OR USE THE SITE. This User Agreement and the rights, benefits and obligations contained herein are fully assignable by Evive and will be binding upon and inure to the benefit of our successors and assigns.

THIS SITE IS NOT DESIGNED FOR USE BY ANYONE UNDER THE AGE OF 18. ANY USE OF OR ACCESS TO THIS SITE BY ANYONE UNDER THE AGE OF 18 IS PROHIBITED. Evive will not knowingly collect information from Site users under the age of 18. By using our Site you represent and warrant that you are: (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If you do not meet these criteria, please do not use our Site or provide us with any information.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Restrictions on Use

This Site is owned and operated by Evive. Any activity on this Site is subject to monitoring by Evive at any time. You consent to such monitoring and agree that Evive may use the results of such monitoring without limitation. You agree that Your use of this Site is subject to the terms of this User Agreement and the Privacy Statement. It is a condition of Your use of this Site that You do not restrict or inhibit any other person or entity from using this Site. You agree to maintain the security of any unique code or identifier that is provided to by Evive for use on this Site ("Codes"), and shall not share or allow third parties to use such Codes. You agree to not engage in any behavior that excessively taxes the ability of the Site to function normally. You agree to not scan, attempt to scan, penetrate or test the security capability of the Site, either actively or passively or copy, disassemble, decompile or reverse engineer the Site or attempt to do the same, without the express written consent of Evive, except to the extent permitted by applicable law. You agree to not use the Site to engage in any illegal, abusive, offensive, or irresponsible behavior, or engage in any activity that promotes or fosters such behavior. You agree to not use the Site to post or display any offensive or illegal content, including, but not limited to, any images, graphics, logos or text that Evive deems potentially offensive to others. Additionally, You agree to not use the Site to publish any form of copyrighted material without the express written consent of the authorized owner of that material and Evive. You understand and agree that Your use of the Site in violation of these restrictions on use may result in suspension or termination of Your access to the Site.

No material from any Site owned, operated, licensed or controlled by Evive, or any of its affiliated companies, ("Evive Material") may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, without the prior written consent of Evive, except that You may download one copy of the Evive Material on any single computer for Your personal, noncommercial home use only, provided that You keep intact all copyright, service mark and other proprietary notices.

Geographic Restrictions:

Evive is based in the state of Illinois in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its Content is accessible or appropriate outside of the United States. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Responsibility and Liability of Access Administrator

In the event that You grant access to this Site to any third party or provide any Codes to any third party, You will ensure that the third party and its employees and agents, if applicable, abide by the terms and conditions of this User Agreement as may be amended from time to time by Evive at its sole discretion. You are responsible for the acts and omissions and Communications (as defined below) of such third parties and its employees and agents.

Links To or From Other Websites

For Your convenience, this Site may contain links to or be linked on third party websites ("Third Party Sites"). Evive is not responsible for the content of, nor is Evive aware of, all Third Party Sites that are linked to this Site. Evive makes no guarantee and disclaims any implied representations or warranties about the accuracy, relevance, timeliness, completeness, or appropriateness of these Third Party Sites, the information contained in them or the products or services they provide. Your access and use of such Third Party Sites, including the content, information, or services on those Third Party Sites, is solely at Your own risk. In no event will Evive be liable for use of a Third Party Site. Your use of Third Party Site may subject You to separate binding agreements and privacy statements. So, be sure to read each of those additional agreements and statements and have a working understanding of those terms.

User Submissions and PII:

Any information, material, comments or other communication submitted to us is treated as confidential and not otherwise disclosed to third parties. We may collect and store personally identifiable information ("PII") in connection with providing our services to Site users. PII is any information that can be used to identify a person, such as first and last name, email, home or business address, phone number, or protected health information ("PHI"). PHI is PII that includes certain additional data points, specifically it also relates to: (a) your past, present, or future physical or mental health or condition, (b) the provision of health care to you, or (c) your past, present, or future payment for the provision of health care, and it is created, received, transmitted, or maintained by Evive.

Any communication, material or information, including PII (collectively, "Communications") posted or transmitted to the Site via electronic mail or otherwise are and will be treated in accordance with Evive's Privacy Statement. Any PII collected and received via form submission or email is submitted voluntarily and may be used by Evive to respond back to users as necessary. By submitting PII via the Site, you consent to all actions taken by us with respect to your PII. More information regarding PII and its use on our Site and in our services can be found in our Privacy Statement.

To the extent that you submit PII, you represent and warrant that all such information will be truthful, accurate, and not misleading, and shall not omit or fail to state any material information. You agree not to provide any user information that: (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior; or (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity.

Any Communications posted or transmitted on the Site shall be the property of Evive, to the extent allowable by law. Evive shall be free to use, reproduce and modify such Communications as it sees fit, provided that Evive shall continue to treat such Communications in accordance with its Privacy Statement. Such right shall survive the termination of this User Agreement. Evive makes no representations that it shall maintain such Communications for any period other than as required by law.

Disclaimer of Warranty

You understand that we cannot and do not guarantee or warrant that the Site 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. WE 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 SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.

USE OF THIS SITE IS AT YOUR OWN RISK. EVIVE DOES NOT WARRANT THAT OUR SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT IT AND ITS SERVER ARE FREE FROM VIRUSES OR OTHER HARMFUL TECHNOLOGIES. Any subsequent damage to your computer system or loss of data that results from your use of the Site falls under your assumed risk and responsibility. Further, while we aim to ensure appropriate and accurate sharing of information, we make no warranties regarding the Content of the Site, its quality, accuracy, truthfulness or reliability.

The Site, its Content (inclusive of user submissions) are provided on an "as is" and "as available" basis without any warranties of any kind. EVIVE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EVIVE DISCLAIMS ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Access or Delivery to Mobile Network is not Guaranteed

You are responsible for obtaining the data network access and devices necessary to use the Evive Service. Evive is not responsible for the reliability of the delivery of information and content from or to a mobile device as such delivery may fail due to circumstances or conditions beyond Evive's control. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of Evive's control and Evive is not responsible or liable for such problems.

Message Transmission And Delivery By Your Network Operator

You understand, acknowledge and agree that Your use of the Service from a terminal such as a mobile device or personal computer is subject to any agreements You have with Your network service provider.

Text and E-mail Messages Are Not Encrypted

Content distributed via the Service, specifically that of email and text messages, are unencrypted. As such, transmissions may be unknowingly and/or unintentionally intercepted by third parties. Your use of the Site and/or the service acknowledges this fact and releases Evive, its contractors, agents, representatives and affiliates from any such liability that may arise in the event of such unauthorized interception or access.

Text and E-mail Messages Stored on Your Device are Your Responsibility

As Evive does not maintain or have access to your device, e-mail server, and does not maintain or have access to networks outside of the domain and control of Evive, by using the Service you agree that Evive bears no liability or responsibility for the security or control of content, e-mail, text message, or otherwise, once delivered.

Service May Be Limited By Your Operator Or Your Device

As reliability and effectiveness of the Service may be limited by your geographic location, selected network operator or your mobile device, you agree and accept that Evive is not responsible in the event the Service or any portion of the Service does not function.

Mobile Network Operators May not Support All Users

Evive is unable to guarantee the reliability and delivery of content or the Service to your mobile device, since technology such as mobile networks and internet service providers are outside of Evive's control. Accordingly, by using the Service you acknowledge that any such disruptions shall not be the responsibility of Evive.

Trademark and Copyrights

Evive Health is an Illinois corporation. The trademarks, service marks, trade names, logos, copyrights and other indications of origin displayed on this website ("Trademarks") are owned by Evive or a third party who has granted Evive the right to use such Trademarks on this website. Nothing contained herein should be construed as granting You the right to use any Trademark displayed on this website without the written permission of the owner of the Trademark. Misuse of the Trademarks is strictly prohibited. Evive will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. The copyright and other rights associated with all of the material contained on this website are owned by Evive, or are included by permission of the legal owner. You should assume that everything You see or read on the website is copyrighted unless otherwise noted and may not be used except as expressly provided without express written permission of Evive. Evive neither represents nor warrants that Your use of the website or Evive Materials will not infringe on the rights of third parties not owned by or affiliated with Evive.

User Information

Evive may use the information obtained relating to You, including Your IP address, name, mailing address and use of the Site, for its business purposes in accordance with applicable law and the Privacy Statement. This right shall survive the termination of this User Agreement.

Enforceability

You agree that this User Agreement, the Privacy Statement, and any legal action or proceeding relating to this Site shall be governed by the laws of the State of Illinois without reference to its choice of law rules. If You attempt to bring any legal proceedings against Evive, You specifically acknowledge and agree that it will be brought solely in the courts of the State of Illinois, in the County of Cook, and You consent to the exclusive jurisdiction of such courts.

Retention of Information

As a general matter, Evive will store and maintain Your information in accordance with the requirements agreed to by Evive and Your group health plan or Your plan's administrator. We will also retain Your information: (1) for as long as Your account is active; (2) as needed to provide You services; and/or (3) as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Notwithstanding the foregoing, if You request that Evive delete your account, Evive will not retain any of Your information unless it is legally required to do so (for example, in connection with litigation, or due to state/federal record retention requirements). Evive will delete your account within thirty (30) days of the request, and confirm such deletion with You upon its completion. Accordingly, upon deletion of Your account, if You subsequently decide to use an Evive account in the future, Evive will not be able to re-create any historical activity associated with Your account.

Alternatively, rather than deleting Your account, You may also ask Evive to "opt-down" Your account. Evive will implement such a request within thirty (30) days of the request, and confirm that such opt-down has been implemented. Upon Evive implementing such a request, Your account will not display any personal information. If, however, You subsequently decide to fully re-engage with Your Evive account, Evive can re-create any historical activity associated with Your account.

Termination

This User Agreement is effective until terminated by either party. You may terminate this User Agreement at any time by Unsubscribing on the website. This User Agreement will terminate immediately without notice from Evive if, in Evive's sole discretion, You fail to comply with any term or provision of this agreement. Any such termination will not affect or limit Evive's rights or remedies at law or in equity.

Survival

Any rights or obligations hereunder that expressly or by their nature survive the termination or expiration of this agreement shall so survive.

Dispute Resolution

If we end up in a legal dispute, it will take place in Illinois, applying Illinois law. You understand that You must file a claim against us within one year after the issue arose.

If we do not satisfy Your concerns regarding any alleged violation and You wish to pursue a claim against us, You agree to engage in mediation in the event that direct negotiations fail to resolve Your concerns. The period for mediation shall be thirty (30) days unless the parties mutually agree to an extension. If mediation fails, the parties will arbitrate the dispute pursuant to the applicable rules of the Judicial Arbitration and Mediation Services ("JAMS"). Any arbitration shall take place in Chicago, Illinois before an arbitrator chosen from JAMS. Any award shall be final, binding, and conclusive upon the parties, and a judgment rendered thereon may be entered in any court having jurisdiction thereof. The arbitrator may award any form of remedy or relief (including injunctive relief, such as temporary restraining orders, preliminary and permanent injunctions) that would otherwise be available in court. Any award pursuant to said arbitration shall be accompanied by a written opinion of the arbitrator setting forth the reason for the award. To the extent not inconsistent with applicable laws, the arbitrator will have the authority to hear and grant motions and applications, including on an ex parte or expedited basis. The award rendered by the arbitrator shall be conclusive and binding upon the parties hereto, and judgment upon the award may be entered, and enforcement may be sought in, any court of competent jurisdiction. The prevailing party in any dispute relating to this User Agreement shall be entitled to recover associated costs, including reasonable attorneys' fees.

To the fullest extent permitted by applicable law, no arbitration under this User Agreement shall be joined to an arbitration involving any other party subject to this User Agreement, whether through class arbitration proceedings or otherwise.

Governing Law and Jurisdiction:

You agree that before you bring a case in court, You will try to mediate the claim against us and then go to arbitration. All matters relating to the Site and this User Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, this User Agreement or this Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois although we retain the right to bring any suit, action or proceeding against You for breach of this User Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Limitation of Liability

IN NO EVENT WILL EVIVE OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY CONTENT ON THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

You agree to defend, indemnify and hold harmless Evive, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of this User Agreement or Your use of the Site, including, but not limited to, any use of the Site's content, services and products other than as expressly authorized in this User Agreement or Your use of any information obtained from the Site.

Waiver and Severability

Any failure by Evive to enforce any right or provision of this User Agreement shall not constitute a waiver of such rights or provisions. Should any competent court or arbitrator find any provision herein as invalid or unenforceable, that provision will be enforced to the maximum extent permissible and any and all other provisions of this User Agreement will remain in full force and effect.

Comments and Concerns

This Site is operated by Evive. All notices of copyright infringement claims, other feedback, comments, requests for technical support and other communications relating to the Site should be directed to: [questions @ goevive.com].

Thank you for using this Site.