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://healthmetric.msa.com. 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.

MSA is headquartered in Pennsylvania and maintains it its registered office at 6565 Penn Avenue, Pittsburgh, PA 15206.  If you are a resident of the European Union, Management Science Associates, Inc. is the controller of your personal data for purposes of the General Data Protection Regulations (“GDPR”).  When the Terms mention “MSA,” “we,” “us,” or “our,” they refer to the party to your agreement that provides you with HealthMetric.

Privacy Policy

When visitors leave comments on the site we collect the data shown in the comments form, and also the visitor’s IP address and browser user agent string to help spam detection.

For information about our data practices, please see our Privacy Policy, including our statement regarding the use of Cookies.  By accessing or using HealthMetric, you agree that we can collect and use your information in accordance with the Privacy Policy.

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.

Necessary Equipment

Full use of HealthMetric is dependent upon your use of a device with adequate software.  The maintenance and security of this equipment may influence the performance of HealthMetric, and it is your responsibility to ensure the equipment’s functionality.  In support of MSA’s efforts to keep your data safe, we recommend Users employ their devices’ password features and ensure that the settings on such devices allow Users to encrypt data. 

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. 

MSA agrees to protect your health information inputted and collected on the Services 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.  

You represent and warrant that your Content, the use and provision of your Content on HealthMetric, and your use of HealthMetric will not (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.

You further agree not to (1) upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (2) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (3) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (4) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (5) use HealthMetric in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.

MSA may, in its sole discretion, alter, remove, or refuse to display any of your Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying your Content to and via HealthMetric.

Use of Services

Full use of HealthMetric may require that you create an account by providing us with information such as your full name and a valid email address.  You are responsible for all activity that occurs in association with your account.  MSA is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials.  Please contact MSA if you discover or suspect any security breach related to HealthMetric or your account.  

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 rights, 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.

Alerts and Notifications

As part of your use of HealthMetric, you may receive notifications, text messages, alerts, emails, and other electronic communications. You agree to the receipt of these communications. You may not be able to opt-out from receiving these communications, which are part of the Services and your account. We need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

Feedback and Submissions Policy

If you submit comments, ideas, or feedback to us, you agree that we can use, disclose, reproduce, distribute, and exploit them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by MSA, or obtained from sources other than you.

Third-Party Services

HealthMetric may display or permit linking or other access to or use of third-party content, promotions, websites, apps, services and resources (collectively “Third-Party Services”) that are not under MSA’s control. This may include the opportunity for you to link your HealthMetric account, data, or the Service with Third-Party Services. We provide these links only as a convenience and are not responsible for the products, services, or other content that are available from Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the Service, such as third party applications accessed on HealthMetric, are not part of the Service and are not controlled by MSA, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. You also acknowledge that these Terms and the Privacy Policy do not apply to any Third-Party Services. You are responsible for reading and understanding the terms and conditions and privacy policy that applies to your use of any Third-Party Services.

Changes to HealthMetric

MSA may change or discontinue, temporarily or permanently, any feature, component, or content of HealthMetric at any time without notice. MSA is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by HealthMetric without prior notice to you.

Termination

We reserve the right to suspend or deactivate your account or your access to certain aspects or all of the HealthMetric, or to terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such suspension, deactivation, or termination, we may delete or remove your Content and other information related to your account. You may close your account at any time by contacting MSA. 

Privacy

MSA’s Privacy Policy 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 BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  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. 

Indemnity

You will indemnify and hold harmless MSA and its officers, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) your access to or use of HealthMetric, (ii) your Content, (iii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms, or (iv) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

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

Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between MSA and you regarding HealthMetric and your use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between MSA and you regarding the Services and MSA Content.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without MSA’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. MSA may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

MSA’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MSA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

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. 

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

Version 1.2 (Modified 07/30/19)