TERMS AND CONDITIONS OF USE
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MILLIMAN (“US”).
The services (“Services”) and content (“Content”) made available as part of the Milliman HealthIO platform are made available to you conditioned on your acceptance, without modification, of the terms, conditions, and notices set forth below (these “Terms”). Your access and use of these Services, including any Updates thereto, and to the Content constitutes your acceptance of these Terms.
USING OUR SERVICES
(a) You must be at least 18 years of age to use the Services. By accessing or using the Services, you agree that you are at least 18 years of age at the time of your access or use.
(b) You may need to register for an account to access or use certain Services. When you create an account for any of the Services, you must provide us with accurate and complete information. You must keep that information up to date, or some of the Services may not operate correctly and we may not be able to contact you with important notices. After signing up for an account, you may receive periodic communications about the operations of the Services, including periodic health related materials or content that we believe may be of interest to you. You cannot opt out of receiving these communications while you continue to use the Services. By finding and connecting with your friends and others, you may receive communications from them as well.
(c) If you create an account, you must keep your account, username, and password confidential. You are responsible for all actions that take place under your account. You must immediately change your password and notify our Support Group () in the event of any actual or suspected loss, theft, or unauthorized use of your account, username, or password. We are not responsible for any loss that results from unauthorized use of your username and password, with or without your knowledge. We cannot guarantee that unauthorized third parties will not be able to defeat our security measures.
(d) In using the Services, you agree to follow our Community Guidelines.
SERVICES ARE NOT MEDICAL ADVICE
The Services and Content are for information purposes only. THE SERVICES AND CONTENT DO NOT CONTAIN MEDICAL ADVICE. NOTHING CONTAINED IN THE SERVICES AND CONTENT CONSTITUTES OR SHOULD BE INTERPRETED AS MEDICAL ADVICE. DO NOT RELY ON ANY OF WHAT YOU MAY PERCEIVE TO BE MEDICAL ADVICE IN CONNECTION WITH THE SERVICES OR CONTENT. YOU SHOULD RELY SOLELY ON THE ADVICE OF YOUR HEALTHCARE PROVIDER(S) AND NOT ON ANY INFORMATION OBTAINED FROM THE SERVICES OR CONTENT. YOU EXPRESSLY AGREE THAT WE ARE NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES OR THE CONTENT. YOUR USE OF THE SERVICES AND ACCESS TO THE CONTENT DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND US.
(a) Consult with Your Healthcare Provider Before Participating. You should first consult with your healthcare provider(s) and consider any associated risks before using the Services, including participating in any monitoring activity, physical activity, or wellness or fitness program.
(b) You Assume the Risk Associated with Your Participation. Activities in connection with the Services may pose risks even to those who are currently in good health. You expressly agree that your monitoring activities, physical activities, or wellness or fitness programs carry certain inherent risks, including property damage, bodily injury, or death. Participating in such activities or programs is at your own risk. If you choose to participate in these activities or programs, you do so of your own free will and accord, knowingly and voluntarily assuming all known and unknown risks associated with such activities and programs, even if caused by our or others’ action, inaction, or negligence.
(c) Monitoring and Supervising Activities and Programs. You understand and agree that we will not carry out and are not responsible for any monitoring, response, inspection, supervision, preparation, execution, or conduct of any activities or programs related to or accessed or discovered via the Services or the Content. We are not responsible for any health problems that may result from monitoring activities, physical activities, or wellness or fitness programs that you may participate in or learn about via the Services or the Content.
(d) No Medical Advice Provided. The Content is not a substitute for professional medical advice, diagnosis, or treatment. Neither the Services nor the Content constitute the provision of any medical, nursing, or other professional health care advice, diagnosis, or treatment. Always seek the advice of your healthcare provider(s) with any questions you may have about a medical condition, diagnosis, or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read via the Services. You understand and agree that everyone is different and that any information that may be obtained via the Services may not apply to you. All Content provided via the Services, whether provided by us or by third parties (even if they are or are claiming to be a medical professional) is not intended to be and should not be used in place of (a) the advice of your healthcare provider(s), (b) consultation with your healthcare provider(s), or (c) information contained on or in any product packaging or label. Should you have any health-related questions, please contact your healthcare provider(s) promptly. IF YOU HAVE AN EMERGENCY, CALL YOUR HEALTHCARE PROVIDER(S) OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY.
(e) No Recommendation or Endorsement. We do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information available via the Services or in the Content. Reliance on any information available via the Services or in any Content is solely at your own risk.
(f) Inaccuracies in Data. The Services are intended to provide you with information to encourage you to support your wellness. Some of the Services are aimed at tracking your biometrics. These Services rely on sensors that track the data. The data and information provided via the Services or sensors are intended to be a representation of your biometrics but may not be completely accurate.
In our provision of the Services, we will comply with our obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). You understand that we provide services to Covered Entities or other Business Associates (as such terms are defined by HIPAA), which includes third parties such as your healthcare provider(s). As such, we will share your Personal Information, which includes sharing your Protected Health Information (as that term is defined by HIPAA) with those applicable Covered Entities or Business Associates. Accordingly, in providing Services, Milliman is acting in the capacity of a Business Associate, as that term is defined by HIPAA, to your healthcare provider(s) or other medical professionals.
If you are a health care professional, you agree, in addition to all of these Terms, that any data provided through or via the Services may not be completely accurate and that you will not rely on any such data for the purposes of medical evaluation, diagnosis or treatment.
USE OF CONTENT
(a) Definitions: The terms “Content,” “Milliman Content,” and “User-Generated Content,” as used herein, are defined in the Community Guidelines.
(b) User-Generated Content. Each user retains ownership of, responsibility for, and/or other applicable rights in the User-Generated Content that they create.
We do not produce the User-Generated Content. You should not rely on the User-Generated Content. User-Generated Content available through the Services, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User-Generated Content originated.
When you provide User-Generated Content through the Services, you agree that we may, and may permit others to, use, store, reproduce, display, distribute, share, modify, create derivative works of, and otherwise commercialize such User-Generated Content in connection with our products and services. You acknowledge and agree that you are not entitled to any compensation or other payment from us in connection with the use of your User-Generated Content. The rights you grant to us are for the limited purposes of allowing us to operate and improve the Services, improve our products and services, develop new products and services, and to allow other users to use the Services in accordance with their intended function.
(c) Milliman Content. Except as expressly provided in these Terms, nothing in these Terms grants you a right or license to copy, use, modify, or create derivative works from any Milliman Content, including any content owned or controlled by any of our partners or other third parties.
(d) Third-Party Content. The Services may include information from or links to websites, content, advertisers, promotions, special offers, or other events or activities of third parties (“Third-Party Content”). We do not endorse or assume any responsibility for Third-Party Content. If you access or pay for Third-Party Content, you do so at your own risk, and you agree that we have no associated liability.
(e) Personal Use. The Services are intended only for your personal, non-commercial use. Except as expressly permitted by Milliman, you may not download, copy, or save Milliman Content. If you receive Milliman’s express permission to download, copy, or save any Milliman Content, you may do so solely for your own personal, non-commercial use in connection with the Services.
(f) Content Retention. We may retain your User-Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. We may also retain and continue to use, store, display, reproduce, share, modify, create derivative works, distribute and otherwise commercialize any of your Non-Personal Information that otherwise has been stored or shared through the Services.
(g) Your Feedback. If you choose to send comments, ideas, or feedback, you agree that we are free to use such comments, ideas, and feedback without any restriction or compensation to you. You agree that such comments, ideas, or feedback are not confidential or proprietary information.
(h) Accuracy and Reliance on Content. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT AVAILABLE THROUGH THE SERVICES. WE MAKE NO COMMITMENT TO UPDATE THE CONTENT. ALL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR RELIABILITY.
You may not (i) modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services’ software, or any Milliman Content or (ii) interfere with or damage the operation of the Services, including through unauthorized use, disruption, automated attacks, exploitation, or abuse of our resources.
YOU MAY NOT USE THE SERVICES OR ANY CONTENT OR OTHER INFORMATION DISPLAYED ON OR MADE AVAILABLE BY THE SERVICES TO STALK, HARASS, ABUSE, DEFAME, THREATEN OR DEFRAUD OTHERS, OR OTHERWISE FOR ANY UNLAWFUL, PROHIBITED, OR IMPROPER PURPOSE.
UPDATES TO THE SERVICES
The Services change often. The Services’ form and functionality may change without prior notice to you. We may also impose limits on certain Services or restrict your access to all or part of the Services without notice or liability. We may change, suspend, or discontinue any portion of the Services at any time, including any product, feature, database, or Content.
We may also develop and provide updates, upgrades, modifications, bug fixes, patches and other error corrections and/or new features, including automatic updates and upgrades to the Services, the application on your device, and connected products (collectively, “Updates”). You expressly consent to all automatic Updates. Although we may provide Updates, we have no obligation to do so or to continue to provide or enable any particular features or functionality of the Services.
MONITORING THE SERVICES
We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or in any way related to the Services (including inviting another individual into your network), as well as your use of or access to your location data, Personal Information, and profiles of other users. We also reserve the right to monitor, remove, or modify User-Generated Content for any reason and at any time, including User-Generated Content that we believe violates these Terms, the Community Guidelines, or our policies.
YOUR MOBILE DEVICE
(a) Wireless Carrier and Device Considerations. To use or access our applications associated with the Services (our “App”), you will need a compatible device. However, we cannot guarantee that our App will be compatible with, or available on, your device. Your carrier’s normal messaging, data, and other rates and fees will still apply.
(b) Text and Mobile Messaging Express Consents. By downloading or using our App, you agree that we may communicate with you regarding transactions you have initiated on the Services and respond to your communications to us through the Services. We may communicate with you by SMS, MMS, text message or other electronic means directed to your device. Certain information about your usage of the applications may be communicated to us.
(c) Mobile Application License. We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sub-licensable, revocable license to use our App downloaded directly from a legitimate marketplace, solely in object code format, for your personal use, and for lawful purposes. With respect to any open source or third-party code that may be incorporated in our App, such open source or third-party code is covered by the applicable open source or third-party license EULA, if any, authorizing the use of such code.
(d) App Stores. If you download our App from a third-party app store (the “App Provider”), you acknowledge and agree that:
The App Provider is not responsible for addressing any claims you have relating to our App or your possession and use of our App; and App Provider and third-party terms of service when using their app stores and applications.
UPDATES AND PRODUCT-SPECIFIC TERMS
(a) Updates to these Terms. We reserve the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to these Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the Services or in our applications). Modifications will not apply retroactively unless required by law. In addition, we may sometimes ask you to review and agree to a revised version of these Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of these Terms.
(b) Product-Specific Terms. We may also require you to agree to additional terms, rules, policies, guidelines, or other conditions that are specific to certain Services (collectively, “Product-Specific Terms”). In such cases, you may be required to agree to Product-Specific Terms. If any of the Product-Specific Terms are different than these Terms, the Product-Specific Terms will supersede these Terms, but only with respect to the subject matter of the Product-Specific Terms.
ADDITIONAL LEGAL TERMS
(a) Warranty Disclaimer and Limitation of Liability. MILLIMAN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL MILLIMAN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES, THE INFORMATION MADE AVAILABLE FROM THE SERVICES, OR ANY CONTENT (INCLUDING ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES, THE INFORMATION MADE AVAILABLE FROM THE SERVICES, OR ANY CONTENT) OR RELATED IN ANY WAY TO THESE TERMS OR THE SUBJECT HEREOF, INCLUDING WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS OF WHETHER MILLIMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL MILLIMAN’S TOTAL LIABILITY TO YOU EXCEED FIVE HUNDRED DOLLARS (USD$500.00). THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO OBLIGATION OR LIABILITY SHALL ARISE FROM MILLIMAN’S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THESE TERMS, INCLUDING ADVICE OR SERVICE RELATED TO THE USE OF THE SERVICES, THE USE OF ANY INFORMATION MADE AVAILABLE FROM THE SERVICES, OR THE USE OR RELIANCE ON ANY CONTENT. Without limiting the foregoing, you understand that we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any of the Services or any Content. We do not warrant that (i) the Services will meet your requirements, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. We also make no representations or warranties of any kind with respect to Content. User-Generated Content is provided by and is solely the responsibility of the users providing that Content. We are not responsible or liable, either directly or indirectly, for any injuries or damages that are sustained from your monitoring activities, physical activities, wellness or fitness programs, including any activities or programs that you access or learn about through the Services, even if caused in whole or part by our action, inaction or negligence or by the action, inaction or negligence of others.
(b) Indemnification. You agree to indemnify and hold Milliman and its parents, affiliates, subsidiaries, suppliers and other partners harmless from any cost, damage, or liability, including accounting and attorneys’ fees, resulting from any claim or demand made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, (c) your activities in connection with the Services (including monitoring activities, physical activities, wellness or fitness programs where the Services are employed), (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any user’s Personal Information and Location Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of these claims.
(c) Governing Law and Disputes. Except to the extent preempted by federal law, the construction, interpretation, and enforcement of these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. To the maximum extent permitted by applicable law, you agree that any dispute will be resolved (i) only on an individual basis and not in a class, consolidated or representative action and (ii) by final and binding arbitration under the rules of the American Arbitration Association (AAA). Any arbitration will take place in Milwaukee, Wisconsin. You waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum. A single independent and impartial arbitrator will be appointed pursuant to the rules of AAA. The arbitrator shall have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil Procedure. The arbitrator shall have no power or authority to award punitive or exemplary damages. The arbitrator may, in her/his/their discretion, award the cost of the arbitration, including reasonable attorneys’ fees, to the prevailing party. Any award made may be confirmed in any court having jurisdiction. Any arbitration shall be confidential, and except as required by law, neither party may disclose the content or results of any arbitration hereunder without the prior written consent of the other parties, except that disclosure is permitted to a party’s auditors and legal advisors. Nothing in this Section shall be deemed to prohibit or restrict either party from: (a) seeking injunctive relief, or (b) seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of these Terms relating to a party’s confidential information or proprietary rights. No action, regardless of form, arising out of these Terms may be brought more than two years after the cause of action has accrued.
You acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services:
You are giving up your right to a trial by jury; and
You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.
If this arbitration provision is found to be null and void, then all disputes arising under these Terms between us will be subject to the jurisdiction of the federal courts located in Milwaukee, Wisconsin, and you and we hereby submit to the personal jurisdiction and venue of these courts.
(d) Intellectual Property. You acknowledge and agree that the Services, any software used in connection with the Services, and the Milliman Content contain proprietary and confidential information that is protected by applicable intellectual property and other laws. We grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and, solely in connection with your authorized use of the Services, the Milliman Content, provided that you do not, and do not allow any third party to, copy, modify, create derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Services or the Milliman Content to anyone else.
All copyright, trademarks, design rights, patents, and other intellectual property rights (registered and unregistered) in and on the Services and Milliman Content belong to us and/or our partners or applicable third parties. We own all Milliman trademarks, service marks, branding, logos, and other similar assets (the “Trademarks”). You are not permitted or authorized to copy, imitate, modify, display, or otherwise use the Trademarks for any purposes without our prior written approval.
You agree that you will not infringe on the intellectual property rights of others in connection with the use of the Services, and represent and warrant that you have all of the necessary rights to grant us a license to use as set forth herein all User-Generated Content you submit in connection with the Services.
(e) Miscellaneous. If our relationship or these Terms terminate, it will not limit any of our other rights or remedies. Any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including this Additional Legal Terms section. Our failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right to transfer, delegate, or assign all or any part of our rights or obligations under these Terms. Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under these Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you do not update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or postal mail. If notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
If you have any feedback, questions, or comments about the Services, please contact our Support Group () by email, or by mail at: Milliman HealthIO, 15800 W. Bluemound Road, Suite 100, Brookfield, WI 53005 (USA), and include the subject as “Attn: Legal – Terms and Conditions of Use.” Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.