Last Updated: August 8, 2024
These Terms of Use (“TOU”), including any policies, rules and other terms that are expressly incorporated herein by reference (collectively, these “Terms”), set forth the legal terms and conditions governing your use of the ClearPoint Health website, found at https://getclearpoint.com/, the Innovative Stop Loss Solutions website, found at https://getisls.com/, or the CliniCapitve website, found at https://clinicaptive.com/ (collectively, the “Site”) and all of the content, products and services it contains, or may in the future contain, including but not limited to text, content, photographs, video, audio and graphics, webinars, products, services, goods, designs, information, applications, software, music, audio files, articles, directories, guides, photographs, data as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, and/or any other form of Intellectual Property Rights (as defined below) (collectively and together with the Site, the “Services”).
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE OR THE SERVICES, OR BY CLICKING TO ACCEPT THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON OR ACCESS OR USE THE SERVICES.
ClearPoint Health (“we” or “us” or “ClearPoint”) reserves the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting to the Site. ClearPoint Health includes, but is not limited to, ClearPoint Holdings Inc., ClearPoint Health, Innovative Stop Loss Solutions, CliniCaptive, and our affiliates. Please continue to review these Terms whenever accessing, linking to, or using the Services. Your access to, linking to, or use of the Services after the posting of modifications to these Terms will constitute your acceptance of these Terms, as modified. By accessing the Services, you agree that we may collect, process, and disclose your personal information in accordance with our Privacy Policy, available HERE
1. License and Restrictions
1.1. Users
In these Terms, “you,” or “your” will refer to you as the end user of the Services. You represent, warrant, and covenant that (i) you are at least eighteen (18) years old or have reached the age of majority in your jurisdiction; and (ii) you shall use the Services only as set forth in these Terms. If you have not reached the age of majority in your jurisdiction, you may only use the Services if your parent or guardian consents to your use of the Services, assumes the obligations provided in these Terms and assumes full responsibility for your use of the Services.
1.2. License
Subject to the terms and conditions under these Terms, ClearPoint grants you a limited, revocable, non-exclusive, non-sublicensable license to use the Services for your own non-commercial business purposes or personal use. You do not acquire rights or licenses in or to the Services or materials contained within the Services other than the limited right for you to access and use the Services in accordance with these Terms.
1.3. Restrictions
The rights granted herein are subject to the following restrictions:
- You may not use the Services for any illegal purpose, to facilitate the violation of any law or regulation, or in a manner inconsistent with these Terms.
- You may only use the Services for your own personal, non-commercial purposes and benefit and, if applicable, for your employer’s own non-commercial purposes and benefit.
- You may not use the data made available on the Services, alone or in combination with any other data, in any manner that would identify any individual person, household, business or other entity.
- Except as explicitly provided herein, you may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, download, or in any way exploit any part of the Services, except as set forth in these Terms or as explicitly specified in the Services. You may download material from the Services and/or make a reasonable number of copies of the material from the Services for your own, personal non-commercial purposes and benefit and, if applicable, for your employer’s own non-commercial purposes and benefit, provided that you retain all copyright and other proprietary notices. The Services and the information contained therein may not be used to construct a database of any kind. Nor may the Services be stored (in its entirety or in any part) in databases for access by you or any third party to distribute any database services containing all or part of the Services.
- You may not access, monitor, or copy any content or information on the Services using any robot, spider, scraper, web crawler, or other automated means or any similar manual process. You may not violate the restrictions in any robot exclusion headers on the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services. You may not violate the security of the Services or attempt to gain unauthorized access to the Services or computer systems or networks connected to the Services through any means.
- You may not use the Services or the information contained therein in unsolicited mailings or spam material. You will not spam or send unsolicited mailings to any person or entity using the Services. You may use the sharing functions solely to inform others about content on the Services, and you shall immediately cease using these functions with regard to recipients who have requested not to receive such information.
- You may not frame the Site or any portion or page of the Site or the Services. You may not archive, cache, or mirror any page or portion of a page of the Site. You may not include a link(s) on your website to the Site, or any page or portion of the Site, without our written permission. To request permission to link to the Site, please contact press@getclearpoint.com. If you receive permission to link to the Site, you may not link to the Site any website containing inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topics, names, or material or information that violates any applicable Intellectual Property Rights or proprietary, privacy, or publicity rights. If you link to the Site, you may not portray any person or subject in a false or misleading light. In addition, you may not imply that we and/or our Suppliers (as defined below) are endorsing your products or services. Any violation of this provision may, in our discretion, result in termination of your access to and use of the Site and the Services effective immediately.
- You may not otherwise use the Services outside the scope expressly permitted hereunder.
2. Proprietary Rights
2.1. ClearPoint Intellectual Property
The Services are protected by Intellectual Property Rights and/or other proprietary rights and laws of the U.S. and other countries, including any international treaties. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, and other elements making up the Services are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services.
You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by us and others, including, but not limited to, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable Intellectual Property Rights of us and such others. You agree to protect the Intellectual Property Rights and other proprietary rights of us and all others having rights in the Services, including but not limited to ClearPoint, during and after the term of this agreement and to comply with all reasonable written requests made by us or our partners, suppliers, licensors, and owners of content, copyrights, trademarks, or otherwise (“Suppliers”), including but not limited to ClearPoint to protect their and others’ contractual, statutory, and common law rights in the Services.
You agree to notify us in writing at taylor.stott@getclearpoint.com promptly upon becoming aware of any unauthorized access to or use of the Services by any individual or entity or of any claim that the Services infringe upon any Intellectual Property Rights, or other contractual, statutory, or common law rights.
All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations thereto, (the “Intellectual Property Rights”) relating to the Services shall, as between you and ClearPoint, at all times be and remain the sole and exclusive property of ClearPoint or our licensors. All present and future rights in and title to the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to ClearPoint for its exclusive use.
2.2. Online Content
You agree that, while using the Services, you will not communicate any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, Intellectual Property Rights, and rights of privacy and publicity). Furthermore, you will not take actions to promote the physical harm or harassment of another person; engage in or promote spamming; provide information that you know is illegal, false or misleading, or designed to exploit those under 18; or otherwise provide instructional information about illegal activities including without limitation making or buying illegal weapons, identity theft, violating another’s right to privacy or providing or creating malicious computer programs.
2.3 Privacy and Data Security
In order to provide you with Services under these Terms and in accordance with our Privacy Policy, we collect your personal information. We may disclose any personal information that we collect about you in order to fulfill our obligations to you and in compliance with applicable laws. Our website Privacy Policy includes disclosures regarding how we collect, use, and disclose your personal information when you use our Services. Our Privacy Policy can be found HERE and is part of and incorporated into these Terms.
Our Services are operated within the United States. Unless expressly stated to the contrary, we make no representation that the Services are appropriate for or will be appropriate or available for use in other locations. All marketing or promotional materials accessible through the Services are solely directed to companies or other entities located in the United States. When you choose to access the Services from outside of the United States, you are responsible for compliance with any local, state, or national laws, including data protection laws, applicable to your use of the Services. By accessing or using the Services, you consent to the collection, use, storage, and transfer of information about you in and to the United States. Please be advised that the laws of the United States may not provide you with the same rights and protections as you may have under the data protection laws in your jurisdiction.
When visiting our Services, we may include links to other websites, services, or applications that may contain content that you find useful or informative. We are have no control over third party websites and are not responsible for the accessibility, accuracy, or security of the content on such websites operated by third parties. Accordingly, when visiting third party websites, please review the terms and conditions and privacy policies of those third party websites.
You will be responsible for complying with any system requirements for the use of the Services, including maintaining any network connectivity required to access the Services, and the accuracy, quality, and integrity of any data that you provide to us. You agree to immediately notify us if you become aware of any unauthorized access to or use of the Services. We may, in our sole discretion, suspend your access to the Services in the event of any actual or suspected breach of security involving your use of the Services, including any unauthorized access, disclosure, acquisition, theft, loss or unavailability of your Services account. We reserve the right to periodically audit and monitor your use of the Services to ensure compliance with these Terms and applicable laws, and to maintain and improve the Services.
3. Indemnification
You agree, at your own cost and expense, to indemnify, defend, and hold harmless ClearPoint and its partners, Suppliers, and affiliates, and its and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns (each, a “ClearPoint Party”, collectively, the “ClearPoint Parties”) against any claim, suit, action, or other proceeding from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Services, or any links on the Services, including but not limited to: (i) any breach or violation of these Terms by you or someone using your device; (ii) material entered into or transmitted through the Services with the use of your device; (iii) your use or someone using your device’s use of the Services; (iv) a claim that any use of the Services by you or someone using your device infringes any Intellectual Property Right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; or (v) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Services by you or someone using your device. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.
3. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL CONTENT, SOFTWARE, MATERIALS, AND INFORMATION CONTAINED IN THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, ACCURACY OR COMPLETENESS OF DATA, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
We do not warrant that the Services are compatible with your equipment or that the Services, or e-mail sent by us or our representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by us. We are therefore not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to or from the Services. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) verify or guarantee the accuracy, completeness, usefulness, or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (c) make any endorsement, express or implied, of any other websites, services, or goods, that may be linked to or from the Services. You agree to access these other websites, services, goods, or advertisements at your own risk. For the avoidance of doubt, this paragraph covers websites linked to or from the Services. Any statements, opinions, or other information made available by third parties, including users, are solely those of the respective author(s) or distributor(s).
WE DISCLAIM ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR WEBSITES, SERVICES, GOODS, INFORMATION OR ADVERTISEMENTS THAT MAY BE LINKED TO OR FROM, OR PROVIDED THROUGH, THE SERVICES. YOU ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE WEBSITES, SERVICES, GOODS, OR ADVERTISEMENTS THAT MAY BE LINKED TO OR FROM THE SERVICES.
We are also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Services. You understand that we and/or Suppliers to the Services may choose at any time to inhibit or prohibit certain content from being accessed under these Terms, even if you have already begun participating in a particular activity or utilizing a particular feature. Anything to the contrary herein set forth notwithstanding, no ClearPoint Party shall, directly or indirectly, be liable, in any way, to you or any other person for any: (x) inaccuracies or errors in or omissions from the Services; (y) delays, errors, or interruptions in the transmission or delivery of the Services; or (z) loss or damage therefrom or occasioned thereby, or by any reason of nonperformance.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL ANY CLEARPOINT PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF WE OR THEY HAVE BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICES OR ANY LINKS OR ITEMS ON THE SERVICES OR ANY PROVISION OF THESE TERMS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
In the event you have a dispute with one or more users of the Services, you release the ClearPoint Parties from any claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with such dispute.
5. Term and Termination
You may terminate this TOU, with or without cause and at any time, by discontinuing your use of the Services and destroying all materials obtained from the Services.
We shall have the right immediately to terminate this TOU in the event of any breach by you of the Terms. We may discontinue the Services, or change the availability of the Services to you, at any time in our sole discretion. You accept that we have the right to change the content or technical specifications of any aspect of the Services at any time in our sole discretion. You further accept that such changes may result in your being unable to access the Services.
We shall not be liable to you or any third party for the termination or suspension of the Services, or any claims related to the termination or suspension of the Services. Upon termination of this TOU by you or us, you must discontinue your use of the Services and promptly destroy all materials obtained from the Services and any copies thereof.
6. Miscellaneous
6.1. Governing Law
These Terms shall be governed and construed in accordance with the laws of the United States and the State of Delaware, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in the State of Delaware with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of these Terms and hereby waive any objection to the propriety or convenience of venue in such courts.
6.2. Electronic Communications
When you access or use the Services and when you communicate with us electronically, you consent to receive communications from us electronically and to electronically sign documents. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. We will retain a copy of any agreement or document you sign electronically, including through the Services, and you are responsible for retaining a copy of any agreement or document you sign electronically, including through the Services.
6.3. Assignment/Delegation
You may not assign or transfer these Terms or the obligations or rights hereunder, including but not limited to the limited right for you to access and use the Services in accordance with these Terms. We may assign these Terms to an affiliated entity, partner, or any third party. You acknowledge and agree that we may delegate certain of our responsibilities, obligations, and duties under or in connection with these Terms or the Services to an affiliated entity, partner, Supplier, or any third party, which may discharge those responsibilities, obligations, and duties on our behalf.
6.4. Parties/Third-Party Beneficiaries
You recognize that each ClearPoint Party has rights with respect to the Services, including the information and other items provided by such ClearPoint Party by reason of your use of the Services. These Terms shall be for the benefit of the applicable ClearPoint Party.
6.5. Use of Trademarks and Other Marks or Rights
You may not use any trademarks, trade names, service marks, copyrights, or logos of any ClearPoint Party, or of their respective licensors, including but not limited to ClearPoint, in any manner which creates the impression that such items (i) belong to or are associated with you or indicate the sponsorship or approval by any ClearPoint Party or any of their respective licensors; or (ii) except as otherwise provided herein, are used with the consent of any ClearPoint Party or any of their respective licensors, and you acknowledge that you have no ownership rights in or to any such items.
6.6. General
These Terms and any other terms and conditions of service on the Services, constitute the entire agreement between you and us and govern your use of the Services. The section titles in this TOU are used solely for the convenience of you and us and have no legal or contractual significance. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in force.
6.7. DMCA Takedown Notice
If you believe that any content appearing on the Services has been copied in a way that constitutes copyright infringement, please forward the following information to the designated copyright agent named below:
a. Your name, address, telephone number, and email address;
b. A description of the copyrighted work that you claim has been infringed;
c. The exact URL or a description of where the alleged infringing material is located;
d. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
f. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The designated agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act is: Taylor Stott-Trout (taylor.stott@getclearpoint.com).