These Terms of Use (these “Terms”) govern your access to and use of the services provided by Management Science Associates, Inc. (“MSA”), including but not limited to the HealthMetric mobile application (“HealthMetric” or the “Services”), and any information, text, links, graphics, photos, videos, or other materials or arrangements of materials that you upload, contribute, or cause to appear on or in the Services and related materials (collectively, the “Content”). By using the Services you agree to be bound by these Terms, as MSA may revise them from time to time with or without notice to you.  These Terms will be available at https:// www.healthmetric.life.  The most current version of these Terms will govern our relationship with you. MSA will try to notify you of material revisions, but in any event, by continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.  If you do not agree to these conditions, do not use the Services.

Users

You may use the Services only if you intend and agree to enter into a legally binding agreement with MSA and are not prohibited from receiving services under the laws of the applicable jurisdiction. You must be at least 18 years old to use the Services. If you are accepting these Terms and using the Services on behalf of another individual, company, organization, government, or other legal entity, you represent and warrant that you are at least 18 years old and that you are otherwise authorized to use the Services.

Content

You are solely responsible for your use of the Services and for any Content you provide.  Do not provide Content that you do not want to be shared with third parties.

If you use or rely on any Content provided or obtained by you through the Services, you do so at your own risk.  MSA does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. Using the Services may expose you to Content that may be offensive, harmful, inaccurate, deceptive, or otherwise inappropriate.  All Content is the sole responsibility of the person who created such Content, and MSA has no obligation to monitor or control any Content.

The Content provided or obtained by you through the Services is not intended to replace consultation with a qualified physician or other health care provider and is not intended to serve as a substitute for medical advice, diagnosis, or treatment. Your use of HealthMetric does not create a physician/patient or clinical relationship with any individual, institution or organization.  Any questions you have regarding medical advice, diagnosis, care, or treatment of a medical condition or regarding any medications, medical devices, or products should be directed to a qualified physician or other health care provider. In the event of an emergency, call 911.

You understand that once your health information has been disclosed, it is no longer protected by the federal privacy law, which may no longer restrict its use or disclosure; however, MSA agrees to protect your information by using and disclosing it only for the purposes authorized by you. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.  You will not be entitled to any compensation with respect to any Content that you submit, post, transmit, or otherwise make available through the Services, regardless of how such Content is used.

Use of the Services

You may need to create an account to use the Services. You are solely responsible for safeguarding your account, and MSA cannot and will not be liable for any resulting liability or damages that may arise if you fail to do so.

MSA may, in its sole discretion, change the Services (including but not limited to their features and availability) from time to time, to you or to users generally.  MSA reserves the right to remove or refuse to distribute any Content on the Services, suspend or terminate users, and reclaim usernames without liability to you.

You agree not to misuse MSA’s Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that MSA provides. You may not do any of the following: (a) access, tamper with, or use non-public areas of the Services, MSA’s computer systems, or the technical delivery systems of MSA’s providers; (b) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (c) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through the currently available public interfaces established by MSA (and only pursuant to the applicable terms and conditions), unless expressly authorized otherwise by MSA in writing; (d) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (e) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. MSA may access, read, preserve, and disclose any information as MSA reasonably may believe to be necessary to: (i) enforce, or investigate a potential violation of, these Terms; (ii) identify or prevent any fraud, security or technical issues; (iii) comply with any applicable law, regulation, legal process or governmental request; (iv) protect MSA’s rights or the rights of MSA’s users or the public; or (v) respond to user requests for support.  MSA’s Privacy Policy governs the disclosure of personally-identifying information to third parties.

MSA gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MSA, subject to these Terms and any usage rules or other requirements applicable under the Apple App Store or Google Play terms, as applicable.

The Services are protected by copyright, trademark, and other laws.  These Terms do not give you any right to use the name or any of the trademarks, logos, domain names, and other intellectual property of MSA and/or HealthMetric.  All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of MSA and its licensors.  If you provide any comments, feedback, or suggestions to MSA regarding the Services, you do so voluntarily, and MSA is free to use such comments, feedback, or suggestions in MSA’s sole discretion and without any obligation to you.

At any time you may terminate your legal agreement with MSA by deactivating your account and discontinuing your use of the Services. MSA may, at any time in its sole discretion, suspend or terminate your account or stop providing you with some or all of the Services, if MSA reasonably believes that: (a) you have violated these Terms; (b) you create risk or possible legal exposure for MSA; or (c) your account has been inactive for an extended period of time and should be deactivated.  If any of the foregoing occurs, MSA will make reasonable efforts to notify you through your account or the next time you attempt to access your account, as applicable.  In any event, these Terms shall terminate, including but not limited to your license to use the Services, except that the following sections of these Terms will continue to apply: (i) Privacy; (ii) Content; (iii) Disclaimers; (iv) Limitations of Liability; and (v) General.

MSA may provide you with certain communications, such as administrative or service notifications.  You may not be able to opt-out from receiving these communications, which are part of the Services and your account.

Privacy

MSA’s Privacy Policy [https://www.healthmetric.life] describes how MSA handles the information you provide when you use the Services. By using the Services, you consent to MSA’s Privacy Policy.

Disclaimers

Your access to and use of the Services or uploading, posting, use, and/or disclosure of any Content is at your own risk.  You understand and acknowledge that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis.  Without limiting the foregoing, to the maximum extent permitted under applicable law, MSA DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BIT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  MSA makes no warranties or representations and disclaims all liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (c) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from MSA or through the Services, will create any warranty or representation not expressly made herein.  Further, if you use any of the Content and/or any information provided to you or that you generate through HealthMetric or any related software, you do so solely at your own instance and risk and MSA shall have no responsibility, liability, or obligation(s) to you or to any other individual or entity in connection with the same.

LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MSA (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; AND (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.  THE LIMITATIONS OF THIS PROVISION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER YOU OR MSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.  FURTHER, THE TOTAL LIABILITY OF MSA TO YOU OR TO ANY OTHER APPLICABLE PARTY PURSUANT TO THE SERVICES AND MSA’S PROVISION OF THE SERVICES TO YOU SHALL BE LIMITED TO THE TOTAL COMPENSATION THAT MSA ACTUALLY RECEIVES FROM YOU SPECIFICALLY FOR THE SERVICES IN CONNECTION WITH HEALTHMETRIC.

General

Pennsylvania law, excluding its choice of law provisions, governs these Terms and any dispute arising between you and MSA. All disputes arising out of or relating to these Terms or the Services will be brought solely in the federal or state Courts located in Allegheny County, Pennsylvania, United States.  You consent to personal jurisdiction in such federal or state Courts located in Allegheny County, Pennsylvania, United States, and you also waive any objection as to inconvenient forum as to the same.

MSA shall be excused for any problem with the Services due to any circumstance beyond its reasonable control. Any unenforceable portion of this agreement shall be enforced to the maximum extent possible, and the remaining portions shall be given full effect.  MSA’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

If you have any questions about these Terms, please contact MSA via the HealthMetric app settings or through www.healthmetric.life.

Version 1.0 (Modified 11/13/17)