As part of your registration process or by using BlueIQ (“Service”), a service
of BlueIQ LLC (referred to herein as BlueIQ LLC, we, us, or our), you are agreeing
to be bound by the following terms and conditions (“Terms”) that form a contract (“Agreement”)
between you and BlueIQ LLC that governs your access and use of BlueIQ LLC’s online services and
any related software that you may install on your computer(s), as well as BlueIQ LLC’s privacy
policy and any other legal notices, conditions or guidelines provided by BlueIQ LLC or posted
on www.getblueiq.com (“Site”) as defined herein.
If you are using the Service on behalf of an organization, you are agreeing to these Term for
that organization and promising to BlueIQ LLC that you have the authority to bind that organization
to the Terms. You may use the Service only in compliance with these Terms and only if you have
the power to form a contract between you and BlueIQ LLC and are not barred under any applicable
laws from doing so.
You agree to use the Service at your own risk. Violation of any of the terms and conditions
below will result in the termination of your BlueIQ account (“Account”); including but not
limited to the deletion, forfeiture, or relinquishment of any information or data (“Content”)
added to the Service.
IF YOU DO NOT HAVE THE AUTHORITY OR DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICE.
Should you have any questions concerning these Terms, please contact us at info@getblueiq.com.
We reserve the right to update and change the Terms at any time without notice.
Notice of changes may be provided via the Service, the Site, or email communication.
Any new features that augment or enhance the current Service, including the
release of new tools and resources, shall be subject to the Terms. Continued
use of the Service after any such changes shall constitute your consent to such
changes. Therefore, we encourage you to review the Terms for updates whenever
you visit the Site. Your continued access or use of any portion of the Service
constitutes your acceptance of such changes. If you don't agree to any of the changes,
you must cancel and stop using the Service.
You can review the most current version of the Terms at any time by visiting www.getblueiq.com/terms.
You may use the Service, on a non-exclusive basis, solely in strict compliance with
these Terms and all applicable laws. BlueIQ LLC hereby grants you, during the term
of this Agreement, a non-exclusive, non-transferable, worldwide right to use the Service,
solely for your own internal business purposes, subject to the terms and conditions of
this Agreement. All rights not expressly granted to you are reserved by BlueIQ LLC and
its third party licensors or suppliers (collectively, “Licensors”). In addition to the
other restriction contained herein, you agree not to license, sublicense, sell, resell, transfer
assign, distribute or make any commercial exploitation of the Service, not to make the
Service available to any third-parties, or do the same with any content that is provided
by, or generated in connection with, the Service (collectively, “Service Content”).
The Service is provided from the United States. By using and accessing the Service, you understand
and consent to the storage and processing of the Content and any other personal information in the
United States. BlueIQ LLC reserves the right to store and process personal information outside of
the United States, and will use commercially reasonable efforts to provide you with at least 30 days
notice of any such changes in the processing location.
Your data will be securely stored by BlueIQ LLC’s cloud location servers for up to 1 year post
Service termination. If you reactivate your Account within 12 months all data will still be in your
Account. If you reactivate the Service post 12 months, it will be as if coming on as a new customer.
Your data will never be shared or sold. Some data may be opted in for crowd compare ONLY if you choose to opt in.
Where available, customers may access their Account data via an API
(Application Program Interface). Any use of the API, including use of the
API through a third-party product that accesses the Service, is bound by
the terms of this agreement plus the following specific terms:
- You must not use the Service to harm others or the Service.
For example, you must not use the Service to harm, threaten, or harass
another person, organization, or BlueIQ LLC and/or to build a similar
service or website. You must not: damage, disable, overburden, or impair
the Service (or any network connected to the Service); resell or
redistribute the Service or any part of it; use any unauthorized means to
modify, reroute, or gain access to the Service or attempt to carry out these
activities; or use any automated process or Service (such as a bot, a
spider, or periodic caching of information stored by BlueIQ LLC)
to access or use the Service.
- In addition, you promise that you will not and will not encourage or
assist any third party to:
- modify, alter, tamper with, repair
or otherwise create derivative works of the Service;
- reverse engineer, disassemble or
decompile the Service used to provide or access the Service, including
the Service, or attempt to discover or recreate the source code used to
provide or access the Service, except and only to the extent that the
applicable law expressly permits doing so;
- use the Service in any manner or
for any purpose other than as expressly permitted by these Terms, the
Privacy Policy, any User Guides or any other policy, instruction or terms
applicable to the Service that are available on the Service
(collectively the “Policies”);
- sell, lend, rent, resell, lease,
sublicense or otherwise transfer any of the rights granted to you with
respect to the Service to any third party;
- remove, obscure or alter any
proprietary rights notice pertaining to the Service;
- access or use the Service in a
way intended to improperly avoid incurring fees or exceeding usage
limits or quotas;
- use the Service to:
- engage in any unlawful or
fraudulent activity or perpetrate a hoax or engage in phishing
schemes or forgery or other similar falsification or manipulation
of data;
- send unsolicited or
unauthorized junk mail, spam, chain letters, pyramid schemes or
any other form of duplicative or unsolicited messages, whether
commercial or otherwise;
- advertise or promote a
commercial product or service that is not available through
BlueIQ LLC;
- store or transmit
inappropriate Content or Content, such as Content or Content:
(1) containing unlawful, defamatory, threatening, pornographic,
abusive, libelous or otherwise objectionable material of any kind
or nature, (2) containing any material that encourages conduct that
could constitute a criminal offense, or (3) that violates the
intellectual property rights or rights to the publicity or privacy
of others;
- store or transmit anything that
contains or is used to initiate a denial of service attack, software
viruses or other harmful or deleterious computer code, files or programs
such as Trojan horses, worms, time bombs, cancelbots, or spyware; or
- abuse, harass, stalk or
otherwise violate the legal rights of a third party;
- interfere with or disrupt
servers or networks used by BlueIQ LLC to provide the Service or
used by other users' to access the Service, or violate any third
party regulations, policies or procedures of such servers or networks
or harass or interfere with another user's full use and enjoyment
of any Service or the Service;
- access or attempt to access
BlueIQ LLC's other accounts, computer systems or networks not covered
by these Terms, through password mining or any other means;
- cause, in BlueIQ LLC's sole
discretion, inordinate burden on the Service or BlueIQ LLC's system
resources or capacity;
- share passwords or other
access information or devices or otherwise authorize any third party to access or use the Service; or
- copy any of the ideas,
features, graphics, or core functions of the Service.
- BlueIQ LLC reserves the right, in its sole discretion, to deactivate,
change and/or require you to change your BlueIQ LLC user ID and any
custom or vanity URLs, custom links, or vanity domains you may obtain
through the Service for any reason or for no reason. BlueIQ LLC may
exercise such right at any time, with or without prior notice. We will
make all judgments concerning the applicability of these guidelines in
our sole and exclusive discretion. We reserve the right, in its sole
discretion, to determine whether and what action to take in response to
each such notification, and any action or inaction in a particular instance
will not dictate or limit our response to a future complaint. We will not
assume or have any liability for any action or inaction with respect
to any Content.
HIPAA COMPLIANCE
In accordance with the provisions of the Health Insurance Portability and
Accountability Act of 1996, and the regulations promulgated thereunder,
including the Privacy Rule and Security, as amended (“HIPAA”), you agree
to follow and abide to the following standards (all undefined terms below
have their meaning defined by the HIPAA regulations):
- You will ensure that your use of the Service complies with applicable
law, including but not limited to laws relating to maintenance of privacy,
security, and confidentiality of patient and other health information.
- You agree to implement and maintain appropriate administrative,
physical and technical safeguards to protect information within the Service.
Such safeguards must comply with federal, state, and local requirements,
including the Privacy Rule and the Security Rule.
- You will maintain appropriate security with regard to all personnel,
systems, and administrative processes used by you or members of your
workforce to transmit, store and process electronic health information
through the use of the Service.
- By using the Service, you consent to the terms of the Business Associate
Agreement (“BAA”) set forth below and you agree to protect any information
received through such communication services in accordance with the terms
of such Business Associate Agreement.
- BlueIQ LLC applies the standards of the Privacy Rule in permitting access
to the Service.
- You acknowledge that other federal and state laws impose additional
restrictions on the use and disclosure of certain types of health information,
or health information pertaining to certain classes of individuals.
- You agree that you are solely responsible for ensuring that personal
health information is subject to the restrictions of the Privacy Rule
and applicable law. In particular, you will:
- not make available to other
users through the Service any information in violation of any restriction
on use or disclosure (whether arising from your agreement with
such users or under law);
- obtain all necessary consents,
authorizations or releases from individuals required for making their
personal health information available to BlueIQ LLC; and
- include such statements
(if any) in your notice of privacy practices as may be required.
- BlueIQ LLC is committed to maintaining the confidentiality of information
entrusted to us, especially individually identifiable personal and health
information. BlueIQ LLC follows its HIPAA policies and procedures.
You are responsible for determining if the Service meets your
compliance standards.
USE OF PROTECTED HEALTH INFORMATION
- The Service may include use of your patients’ Protected Health Information
that you or your personnel input or upload onto the Service or that
BlueIQ LLC receives on your behalf from your authorized service providers
or our third party partners (“Your Health Information”). BlueIQ LLC may
incorporate information it receives from your authorized service providers;
(including any third party product or services) or our third party partners
into the Service provided to you. Such information may include, without
limitation, clinical information such as lab results, imaging results,
eligibility information, and prescription history; and shall, upon incorporation
into the Service, be treated as “Your Health Information” for all purposes
hereunder. You hereby authorize BlueIQ LLC to request and receive such
information on your behalf from such authorized service providers or
BlueIQ LLC’s third party partners. You retain all rights with regard to
Your Health Information, and BlueIQ LLC will only use such information
as expressly permitted in this Agreement and our Business Associate
Agreement. You authorize BlueIQ LLC, as your business associate, to use
and disclose Your Health Information as follows:
- BlueIQ LLC will permit access to
Your Health Information by business associates to whom you have consented
to provide access to the Service and who have otherwise agreed to
integrate with our systems pursuant to appropriate assurances. You
acknowledge that once BlueIQ LLC has granted access rights to another
provider or covered entity (or their respective business associates),
BlueIQ LLC has no control over the uses and disclosures that the business
associate makes of Your Health Information, and the recipient may be
subject to its own legal or regulatory obligations (including HIPAA) to
retain such information and make such information available to patients,
governmental authorities and others as required by applicable law or
regulation.
- BlueIQ LLC may “De-Identify”
(means health information that has been de-identified in accordance with
the provisions of the Privacy Rule) Your Health Information and use and
disclose De-Identified Information. See the “De-Identified Information”
section below.
- BlueIQ LLC may create limited
data sets from Your Health Information, and disclose them for any
purpose for which you may disclose a limited data set; and you hereby
authorize BlueIQ LLC to enter into data use agreements on your behalf for
the use of limited data sets, in accordance with applicable law and
regulation.
- BlueIQ LLC may use Your Health
Information in order to prepare analyses and reports, such as activity
or quality-metrics reports, or any other reports the Service makes
available, in order to render these reports to you. Preparation of such
analyses and reports may include the use of data aggregation services
relating to your treatment and health care operations, which BlueIQ LLC
may perform using Your Health Information. Such reporting will be done
in a manner that does not make any disclosure of Your Health Information
that you would not be permitted to make.
- BlueIQ LLC may use Your Health
Information for the proper management and administration of the
Service and our business, and also as required to carry out its legal
responsibilities. BlueIQ LLC may also disclose Your Health Information
for such purposes if the disclosure is required by law, or BlueIQ LLC
obtains reasonable assurances from the recipient that it will be held
confidentially and used or further disclosed only (i) as required by
law (as such term is defined in 45 CFR §164.103), or (ii) for the purpose
for which it was disclosed to the recipient, and the recipient
notifies BlueIQ LLC of any instances of which it is aware in which the
confidentiality of the information has been breached. Without limiting
the foregoing, BlueIQ LLC may permit access to the system by our contracted
system developers under appropriate confidentiality agreements.
- You are solely responsible for affording individuals their rights with respect
to relevant portions of Your Health Information, such as the rights of access
and amendment. You will not undertake to afford an individual any rights
with respect to any information in the Service other than Your Health Information.
DE-IDENTIFIED INFORMATION
The process of de-identification in accordance with the provisions of the Privacy
Rule, by which identifiers are removed from Your Health Information, mitigates
privacy risks to individuals and thereby supports the secondary use of data for
case studies, assessment, research, and other endeavors.
The Privacy Rule permits a covered entity or its business associate to create
information that is not individually identifiable by following the de-identification
standard and implementation specifications in §164.514(a)-(b).
In consideration of BlueIQ LLC’s provision of the Service, you hereby
transfer and assign to BlueIQ LLC all right, title and interest in and to all
De-Identified Information that BlueIQ LLC makes from Your Health Information as
outlined herein. You agree that BlueIQ LLC may use, disclose, market, license and
sell such De-Identified Information for any purpose without restriction, and that
you have no interest in such information, or in the proceeds of any sale, use,
license, or other commercialization thereof. You acknowledge that the rights
conferred by this Section are a major consideration for the provision of the
Service, and absent these provisions, BlueIQ LLC would not enter into this
Agreement and agree to provide the Service.
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (this “BAA”) is entered into by and
between BlueIQ LLC and you (“Healthcare Provider”) who entered into the Agreement
for the Service. This BAA applies with respect to any and all Protected Health
Information (“PHI”) that may be collected, accessed, used, processed or
disclosed pursuant to BlueIQ LLC’s performance and Healthcare Provider's
receipt of services under the Agreement. Pursuant to the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”), as updated and amended
by Subtitle D of the Health Information Technology for Economic and
Clinical Health Act (the “HITECH Act”), BlueIQ LLC may from time to time
act as a business associate in the performance of services for Healthcare
Provider under the Agreement. In such event, the Healthcare Provider is a
covered entity. Pursuant to this BAA, BlueIQ LLC and Healthcare Provider
agree to access, use, process and disclose any such PHI in compliance with
the requirements of HIPAA and the HITECH Act, and their implementing rules
and regulations. By accepting the terms of the Agreement or by using any
Service made available under the terms of the Agreement, Healthcare Provider
accepts the term and conditions of this BAA. Please note that BlueIQ LLC reserves
the right, at our sole discretion, to change this BAA from time to time. Healthcare
Provider's continued use of the Service provided under the Agreement after
any such change takes effect will be deemed to constitute Healthcare Provider's
acceptance of and agreement to the revisions to this Agreement.
- Definitions. Capitalized terms not defined in this
BAA will be defined as provided in HIPAA, the HITECH ACT and their
implementing rules.
- Uses and Disclosures of PHI.
- Healthcare Provider may from
time to time disclose PHI in conjunction with Healthcare Provider's
receipt of services under the Agreement. For purposes of this BAA,
“Protected Health Information” (PHI) is limited to PHI, as defined
in HIPAA, HITECH and their implementing rules, that is accessed,
used, processed or disclosed pursuant to the Agreement.
- Neither party will access, use,
process or disclose such PHI for any purpose other than as permitted
under this BAA and applicable law. Each party may access, use, process
and disclose the PHI it receives for the proper management and
administration of such party, to perform its obligations under and
receive the benefits of the service delivered under the Agreement
and to otherwise carry out its legal responsibilities; provided,
however, that in all cases such use is permitted under applicable law.
Either party may disclose PHI if the disclosure is required by law.
Either party may also disclose PHI for the proper management and
administration of the business of such party, provided it obtains
reasonable assurances from the person to whom the information is disclosed
that it will be held confidentially and used or further disclosed
only as required by law and for the purpose for which it was disclosed.
- Each party will maintain
appropriate safeguards including, but not limited to, administrative,
organizational, physical and technical safeguards that reasonably
and appropriately protect the confidentiality, integrity and
availability of the PHI.
- If either party becomes aware
of any unauthorized access to or use, processing or disclosure of
unsecured PHI, it will so notify the other party. Such notice will
contain: (i) the date of discovery of the unauthorized access, use,
processing or disclosure; (ii) a listing of the identification of
individuals and/or classes of individuals who are subject to the
unauthorized access, use, processing or disclosure; and (iii) a general
description of the nature of the unauthorized access, use, processing or
disclosure. The party responsible for such unauthorized access, use,
processing or disclosure will perform an appropriate risk assessment
to determine whether the PHI has been compromised. In performing the
risk assessment, such party will consider a combination of factors
such as: (i) the nature and extent of the PHI affected, (ii) the unauthorized
person who impermissibly used the PHI or to whom the PHI was
impermissibly disclosed; (iii) whether PHI was acquired or viewed and
(iv) the extent to which the risk to the PHI has been mitigated. The
results of such risk assessment will be provided to the other party.
BlueIQ LLC is not responsible for monitoring Healthcare Provider’s own
access to or use, processing or disclosure of PHI.
- In the event of an unauthorized access
to or use, processing or disclosure of unsecured PHI, the party responsible
for such unauthorized access to or use, processing or disclosure of
unsecured PHI will use reasonable efforts to mitigate, to the extent
practicable, any harmful effect arising from such unauthorized access
to or use, processing or disclosure of unsecured PHI.
- The parties will cooperate with
respect to any required notifications that must be made to the individuals
or the media with respect to any unauthorized access to or use,
processing or disclosure of unsecured PHI.
- With respect to any subcontractor
or agent to whom either party provides PHI, the disclosing party will
first contractually obligate such subcontractor or agent to agree
to protect such PHI pursuant to terms and conditions at least as
protective as the terms of this Business Associate Agreement.
- BlueIQ LLC may De-Identify any
and all PHI that is in its possession or control provided that BlueIQ
LLC implements de-identification criteria in accord with applicable
law. De-Identified Information does not constitute PHI and is not
subject to the terms of this BAA.
- Compliance with Law.
- Each party is responsible for
its own compliance with any and all existing or subsequent laws, whether
by statute, regulation, common law, or otherwise, related to its
access to or use, processing or disclosure of PHI. Healthcare Provider
agrees that it will have and maintain appropriate consents from data
subjects, as may be necessary, for BlueIQ LLC to access, use, process
and disclose PHI in accordance with its delivery of services under
the Agreement and as otherwise permitted under this BAA.
- The parties will provide each
other only the minimum amount of PHI necessary for us to perform the
Service described in the Agreement.
- Upon request by the Department
of Health and Human Services (“HHS”), each party will make available
to HHS the internal practices, books, and records of such party relating
to the use and disclosure of PHI for purposes of ensuring compliance
with the provisions of HIPAA and the HITECH Act.
- In the event that BlueIQ LLC receives
an inquiry from an individual for access to or the right to amend PHI,
it will advise Healthcare Provider of that communication and the request.
The parties will cooperate in making PHI available to the individual and
in making the requested amendment of PHI. The Healthcare Provider will
retain and make available on request information required to provide
an accounting of disclosures in accordance with the provisions of
HIPAA and the HITECH Act.
- Termination and Destruction of PHI.
- In the event that either party
reasonably determines that the other has accessed, used, processed
or disclosed unsecured PHI in a manner inconsistent with a material
term of this Agreement, it will provide written notice of such
breach to the other party and specify in reasonable detail any
such breach. Upon receipt of such written notice, the receiving
party will have 30 days to achieve compliance with this BAA or
to establish a reasonable schedule for compliance with this BAA.
In the event that a party fails or refuses to comply with this
obligation, the other party may terminate this BAA upon written
notice. If either party reasonably determines that the other party
has accessed, used, processed or disclosed PHI in a manner inconsistent
with this BAA following written notice of a prior breach, the non-breaching
party may immediately terminate the Agreement.
- Within thirty (30) days of termination of
this BAA, BlueIQ LLC will return to Healthcare Provider, or destroy, the PHI made
available to BlueIQ LLC by the Healthcare Provider that is in its control and
take reasonable steps to ensure that BlueIQ LLC has no means of identifying
or re-identifying individuals who are the subject of such PHI. BlueIQ LLC
will also obligate any subcontractor to return to BlueIQ LLC, or destroy,
any such PHI in the subcontractor's control.
- In the event that BlueIQ LLC is
unable to return or destroy the PHI in its control, BlueIQ LLC will
continue to protect such PHI from further disclosure.
- Limitation of Liability. UNDER NO CIRCUMSTANCES WILL BLUEIQ
LLC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES,
SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT
RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF ITS
ACCESS TO OR USE, PROCESSING OR DISCLOSURE OF PHI, EVEN IF IT OR THEY
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not
allow the exclusion or limitation of liability for consequential or
incidental damages; thus, this limitation may not be applicable.
- Indemnification. Healthcare Provider will defend,
indemnify, and hold harmless BlueIQ LLC and its affiliates, and its and
their respective directors, officers, shareholders, proprietors,
partners, employees, agents, representatives, servants, attorneys,
predecessors, successors and assigns, from and against any and all claims,
proceedings, damages, injuries, liabilities, losses, costs and expenses
(including reasonable attorneys' fees and litigation expenses), relating
to or arising from Healthcare Provider's (i) unauthorized access to or
use, processing or disclosure of PHI, (ii) breach of this Agreement
or (iii) violation of applicable law.
- Notices. All notices and other communications required
or permitted to be given by BlueIQ LLC to you under this Agreement will
be deemed to be properly given on the date when sent by email to
the email address for you last recorded by BlueIQ LLC or sent by postal
mail or private courier to the postal address for you last recorded by
BlueIQ LLC. All notices and other communications required or permitted to
be given by you to us under this BAA will be deemed to be properly given
on the date when sent by postal mail or private courier to 470 N 500 W,
Bountiful, Utah 84010, Attention: Legal Department.
- Miscellaneous. This BAA contains the final and
entire agreement regarding the subject matter hereof and supersedes all
previous and contemporaneous oral or written agreements. The failure
by either party to enforce any right or provision of this BAA will not
constitute a waiver of that provision or of any other provision of this
BAA. If any provision of this BAA is determined to be invalid or
unenforceable by a court, such provision will be deemed severable and
the remainder of this Agreement will remain in full force and effect.
This BAA may not be assigned by you. Both parties agree that this BAA,
as well as any and all claims arising from this BAA will be governed by and
construed in accordance with federal law and the laws of the State of Utah,
without reference to its conflicts of law rules, and the parties irrevocably
submit to the exclusive jurisdiction and venue of the courts of Utah
County, Utah. The parties are independent contractors and this BAA does
not create an agency, partnership or joint venture.
PRIVACY POLICY
In order to operate and provide the Service, we collect certain information
about you. As part of the Service, we may also automatically upload information
about your computer or device, your use of the Service, and Service performance.
We use and protect that information as described in the privacy policy located on
the Site (the “Privacy Policy”).
You can access the Privacy Policy at any time by visiting www.getblueiq.com/privacy-policy.
You further acknowledge and agree that we may access or disclose information
about you, including the content of your communications, in order to: (i) comply
with the law or respond to lawful requests or legal process; (ii) protect the
rights or property of BlueIQ LLC or our customers, including the enforcement
of our agreements or policies governing your use of the Service; or (iii)
act on a good faith belief that such access or disclosure is necessary to
protect the personal safety of BlueIQ LLC employees, customers, or the public.
We retain the right to block or otherwise prevent delivery of any type of file,
email or other communication to or from the Service as part of our efforts to
protect the Service, protect our customers, or stop you from breaching these
Terms. The technology or other means we use may hinder or break your use of the Service.
NO WARRANTY
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE,
BLUEIQ LLC IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE,
CONTENT OR TECHNOLOGY, AND BLUEIQ LLC AND ITS LICENSORS, DISTRIBUTORS, PARTNERS
AND AFFILIATES (COLLECTIVELY, THE “AFFILIATES”) DISCLAIM ALL WARRANTIES AND
REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY
PARTICULAR PURPOSE. FURTHER, BLUEIQ LLC, ITS PARENT, ANY THIRD PARTIES ACTING ON ITS
BEHALF, AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE,
INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE
SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND BLUEIQ
LLC'S OR ITS PARENT, ANY THIRD PARTIES ACTING ON ITS BEHALF, OR ITS AFFILIATES’
CONTROL.
BLUEIQ LLC EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH
RESPECT TO SEPARATE AGREEMENTS YOU MAY HAVE WITH YOUR PATIENTS, CONSUMERS OR SITE USERS,
AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL
CLAIMS ARISING OUT OF SUCH AGREEMENTS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PROFESSIONAL
AND TECHNICAL SERVICES YOU PROVIDE. BLUEIQ LLC HAS NO LIABILITY FOR THE CONSEQUENCES
TO YOU OR YOUR PATIENTS, CONSUMERS OR SITE USERS OF YOUR USE OF THE SERVICE.
BLUEIQ LLC OFFERS NO ASSURANCE THAT YOUR USE OF THE SERVICE UNDER THE TERMS OF
THIS AGREEMENT WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU. BLUEIQ LLC
AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICE OR THE
CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE
THE SERVICE OR THE CONTENT OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY
RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION E
XPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR
MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE IS NOT INTENDED
AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX, LEGAL OR OTHER
PROFESSIONALS. THE SERVICE DOES NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE
FOR OBTAINING SUCH ADVICE.
In the event that the jurisdiction where the Service is received by you does
not allow the exclusion of implied warranties or the limitation of liability
for damages, BlueIQ LLC’s liability will be limited to the greatest extent permitted
by the applicable law in that jurisdiction, keeping in mind the restrictions
outlined herein.
INDEMNIFICATION
To the extent permitted by law, you will defend and hold harmless BlueIQ LLC,
including its parents, subsidiaries, affiliates, officers, directors, agents,
employees, contractors, licensors, and other partners, from and against any
claim, demand, judgment, liability, costs, expense (including attorney fees and costs),
cost, loss, damage, or other liability arising from any third party demand or claim
arising out of your breach or alleged breach of this Agreement, any of the documents
referenced herein, or your violation of any applicable law, rule, or regulation.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLUEIQ LLC, ITS AFFILIATES,
OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT,
INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT); (ii)
COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (iii) ANY LOSS OF DATA OR OTHER
CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, SECURITY BREACHES TO,
SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR BLUEIQ LLC’S
OPERATIONS. THIS LIMITATION APPLIES TO DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF
LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE,
EVEN IF BLUEIQ LLC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF BLUEIQ LLC AND
ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE
SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR SERVICE
FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY
IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL
PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL
OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT
PROHIBITED BY LAW.
CONTRACTING PARTY; GOVERNING LAW; VENUE & JURISDICTION
You are contracting with BlueIQ LLC with an address at 470 N 500 W Bountiful Ut,
84010 USA. The laws of the State of Utah, U.S.A. govern the interpretation of these
Terms and apply to claims for breach of these Terms, regardless of conflict of laws
principles. The parties specifically exclude from application to these Terms the
United Nations Convention on Contracts for the International Sale of Goods and
the Uniform Computer Information Transactions Act. All other claims, including
claims regarding consumer protection laws, unfair competition laws, and in tort,
will, only to the extent required by applicable law, be subject to the laws of your
state of residence in the United States, or, if you live outside the United States,
the laws of the country in which you reside. You and we irrevocably consent to the exclusive
jurisdiction and venue of the state courts located in Davis County, Utah, USA, for all disputes
arising out of or relating to the Service, the Terms and this Agreement.
NOTICES
We may send you, in electronic form, information about the Service, additional
information, and information the law requires us to provide. We may provide required
information to you by email at the address you specified when you signed up for the
Service or by access to a website that we identify. Notices emailed to you will
be deemed given and received when the email is sent. If you don't consent to receive
notices electronically, you must stop using the Service. You may provide legal
notice to us via email to info@getblueiq.com, with a duplicate copy sent via
registered mail, return receipt requested, to the following address: BlueIQ LLC,
Attn: Legal Team, 470 N 500 W Bountiful UT, 84010. Any such notice, in either case,
must specifically reference that it is a notice given under these Terms.
GENERAL CONDITIONS
- Your use of the Service is at your sole risk. The Service is provided on an “as is”
and “as available” basis.
- Technical support is only provided to paying account holders and is only
available via email or the in-app support button.
- You understand that BlueIQ LLC uses third party vendors and hosting partners
to provide the necessary hardware, software, networking, storage, and related
technology required to run the Service. BlueIQ LLC is not responsible or liable
for suspension or failure of the use of the Service do to the negligence or
other conduct of these third party vendors and hosting partners.
- You must not modify, adapt or hack the Service or modify another website
so as to falsely imply that it is associated with the Service, BlueIQ LLC,
or any other BlueIQ service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any
portion of the Service, use of the Service, or access to the Service without
the express written permission by BlueIQ LLC.
- We may, but have no obligation to, remove Content and Accounts containing
Content that we determine in our sole discretion are unlawful, offensive,
threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
- Verbal, physical, written or other abuse (including threats of abuse or
retribution) of any BlueIQ customer, employee, member, or officer will result
in immediate account termination.
- You understand that the technical processing and transmission of the Service,
including your Content, may be transferred unencrypted and involve (a) transmissions over
various networks; and (b) changes to conform and adapt to technical requirements of
connecting networks or devices.
- You must not upload, post, host, or transmit unsolicited email, SMS, or “spam”
messages.
- You must not transmit any worms or viruses or any code of a destructive nature.
- If your bandwidth usage exceeds 300 MB/month, or significantly exceeds the
average bandwidth usage (as determined solely by BlueIQ LLC) of other BlueIQ
customers, we reserve the right to immediately disable your account or throttle
your Service until you can reduce your bandwidth consumption.
- BlueIQ LLC does not warrant that (i) the Service will meet your specific
requirements, (ii) the Service will be uninterrupted, timely, secure, or
error-free, (iii) the results that may be obtained from the use of the Service
will be accurate or reliable, (iv) the quality of any products, services,
information, or other material purchased or obtained by you through the
Service will meet your expectations, and (v) any errors in the Service will
be corrected.
- You expressly understand and agree that BlueIQ LLC shall not be liable
for any direct, indirect, incidental, special, consequential or exemplary
damages, including but not limited to, damages for loss of profits, goodwill,
use, data or other intangible losses (even if BlueIQ LLC has been advised
of the possibility of such damages), resulting from: (i) the use or the
inability to use the Service; (ii) the cost of procurement of substitute
goods and services resulting from any goods, data, information or services
purchased or obtained or messages received or transactions entered into through
or from the Service; (iii) unauthorized access to or alteration of your
transmissions or data; (iv) statements or conduct of any third party on the Service;
(v) or any other matter relating to the Service.
- The failure of BlueIQ LLC to exercise or enforce any right or provision of the
Terms shall not constitute a waiver of such right or provision. The Terms
constitutes the entire agreement between you and BlueIQ LLC and govern your use of the
Service, superseding any prior agreements between you and BlueIQ LLC (including,
but not limited to, any prior versions of the Terms).
MISCELLANEOUS
- These Terms apply to the maximum extent permitted by relevant law. If a court
holds that we cannot enforce a part of these Terms as written, you and we
will replace those terms with similar terms to the extent enforceable under
the relevant law, but the rest of this Terms will remain in effect. This
is the entire contract between you and us regarding the Service. It supersedes
any prior contract or oral or written statements regarding your use of the
Service.
We may assign, transfer, or otherwise dispose our rights and obligations under this
contract, in whole or in part, at any time without notice. You may not assign this
contract or transfer any rights to use the Service.
- BlueIQ LLC and you are not legal partners or agents; instead, our relationship
is that of independent contractors. This contract is solely for your and our
benefit. It is not for the benefit of any other person, except for permitted
successors.
Claims must be filed within one (1) year. You must bring any claim related to
these Terms or the Service within one year of the date you could first bring the
claim, unless your local law requires a longer time to file claims. If it isn't
filed in time, the claim is permanently barred.
- The failure of either party to insist upon or enforce strict performance
of any of the provisions of these Terms or to exercise any rights or remedies
under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
- If you are a U.S. government entity, you acknowledge that any documentation
that is provided are Commercial Items as defined at 48 C.F.R. 2.101, and are
being provided as commercial computer software subject to the restricted
rights described in 48 C.F.R. 2.101 and 12.212.
- BlueIQ LLC reserves the right to modify the terms of this Agreement from
time to time, at its sole discretion; and your continued use of the Service
constitutes your acceptance of such modified terms.
- With respect to any acquisition or use of the Service by or for any unit
or agency of the United States Government (the “Government”), the Service
shall be classified as “commercial computer software” as that term is defined
in the applicable provisions of the Federal Acquisition Regulation (the “FAR”)
and supplements thereto, including the Department of Defense (“DoD”) FAR
Supplement (the “DFARS”). The Service was developed entirely at private expense,
and no part of the Service was first produced in the performance of a Government
contract. If the Service is supplied for use by the DoD, the Service is delivered s
ubject to the terms of this Agreement and either (i) in accordance with DFARS
227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance
with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Service is
supplied for use by a Federal agency other than the DoD, the Service is restricted
computer software delivered subject to the terms of this Agreement and (i)
FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.
The manufacturer/Service provider is BlueIQ LLC.
- You acknowledge that the Service is subject to the U.S. Export Administration
Regulations (15 CFR, Chapter VII) and that you will comply with these regulations.
You will not export or re-export this Service, directly or indirectly, to: (1)
any countries that are subject to U.S. export restrictions; (2) any end user
who has been prohibited from participating in U.S. export transactions by any
federal agency of the U.S. government; or (3) any end user who you know or
have reason to know will utilize them in the design, development or production
of nuclear, chemical or biological weapons. You further acknowledge that this
Service may include technical data subject to export and re-export restrictions i
mposed by U.S. law.
- As applicable, you agree to fully comply with the provisions of the United
States Foreign Corrupt Practices Act (“FCPA”) and/or the Organization for
Economic Cooperation and Development prohibiting foreign bribery and improper
payments. Without limiting the generality of the foregoing, you represent
and warrant that you have not and shall not at any time during the Term of the
Agreement pay, give, or offer or promise to pay or give, any money or any other
thing of value, directly or indirectly, to or for the benefit of: (i) any
government official, political party, or candidate for political office; or
(ii) any other person, firm, corporation or other entity, with knowledge that
some or all of that money or other thing of value will be paid, given, offered
or promised to a government official, political party or candidate for political
office, for the purpose of obtaining or retaining any business, or to obtain any
other unfair advantage, in connection with BlueIQ LLC’s business. Further, you
agree to maintain complete and accurate books and records for compliance with
the FCPA in the event BlueIQ LLC has reason to suspect or is placed on notice
that you are in violation of this subsection, or as required by law.
Questions about these Terms should be sent to info@getblueiq.com.
