This Agreement creates a contract by and between 1819, LLC d/b/a Quil Health (“Quil“) and the person (“you,” “yourself,” or “your“) and applies to all Quil’s websites, applications, and services (collectively “Services”).
QUIL’S SERVICES ARE CURRENTLY AVAILABLE ONLY TO CLIENTS AND INDIVIDUALS WHO ARE RESIDENTS OF THE UNITED STATES.
- 1. SERVICES GENERALLY.
- 2. YOUR RESPONSIBILITIES AND ASSUMPTION OF RISK.
- 3. DESCRIPTION OF QUIL’S SERVICES.
- 4. LIMITATIONS OF USE.
- 5. AGE RESTRICTIONS.
- 6. RESPONSIBILITY FOR SECURITY OF DEVICES.
- 7. OWNERSHIP OF THE SERVICES.
- 8. DMCA/COPYRIGHT.
- 9. COPYRIGHT.
- 10. TRADEMARKS.
- 11. TERMINATION.
- 12. DISCLAIMER.
- 13. LIMITATION OF LIABILITY.
- 14. INDEMNITY.
- 15. DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION.
- 16. GOVERNING LAW AND JURISDICTION.
- 17. NOTICES.
- 18. MISCELLANEOUS.
- 19. ACCEPTANCE OF TERMS; ELECTRONIC SIGNATURES.
1. SERVICES GENERALLY.
a. Important Note About Use of Services. IF YOU ARE EXPERIENCING AN EMERGENCY, YOU SHOULD NOT RELY ON ANY INFORMATION AVAILABLE THROUGH QUIL’S SERVICES AND SHOULD SEEK APPROPRIATE EMERGENCY ASSISTANCE, SUCH AS CALLING “911”.
THE INFORMATION AND CONTENT (“CONTENT”) AVAILABLE THROUGH QUIL’S SERVICES ARE INTENDED TO BE A GENERAL INFORMATIONAL RESOURCE ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR TREATMENT FROM APPROPRIATE MEDICAL OR OTHER PROFESSIONAL. THE CONTENT AND/OR SERVICES DO NOT IN ANY WAY CREATE A CONFIDENTIAL, FIDUCIARY, PROFESSIONAL, OR ANY OTHER SPECIAL RELATIONSHIP THAT WOULD GIVE RISE TO ANY DUTIES ON QUIL’S PART.
AS THE USER OF THE SERVICES, YOU ASSUME FULL RISK FOR ANY AND ALL USE OF THE SERVICES, BY YOU OR BY ANYONE ACCESSING THE SERVICES OR THE CONTENT, THROUGH YOU. YOU AGREE TO HOLD QUIL, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBCONTRACTORS, AND ATTORNEYS HARMLESS FROM ANY CLAIMS RELATING TO YOUR USE OF, OR ERRORS IN INFORMATION FOUND ON THE SERVICES OR IN THE CONTENT IN EXCHANGE FOR YOUR USE OF THE SERVICES.
b. License. We grant you a personal, non-exclusive, revocable, non-transferable limited license to access the Quil Services, provided however that this license does not provide you the license to use any software code, trademarks, or copyrighted materials on the Quil Services. The Services (and the Content thereon) may not be distributed, modified, reproduced, reverse engineered, or transmitted in whole or in part without our written permission, except you may make a limited number of copies of the Content for your own personal, noncommercial use. You may not sell, rent, lease, lend, or transfer any of the Services and you may not assign or sublicense this license. The following additional terms apply to your access to or use of the Application through any device (such as tablets, mobile phones, TVs, etc.) Quil grants you a limited, non-exclusive, revocable, non-transferrable license to download, install, and use the Applications solely for your personal, non-commercial use on a device owned or controlled by you and only in accordance with these Terms. You acknowledge that Quil may issue an upgraded version of the Application and may automatically upgrade the Application that you are using. You consent to such automatic upgrading and agree that these Terms shall govern all such upgrades. You agree to comply with all applicable terms, conditions, and agreements between you and any third party that facilitates or enables your use of the Applications, and you acknowledge and agree that any charges to you by those third parties in connection with the services they provide to you (such as data plan charges), will be solely your responsibility.
2. YOUR RESPONSIBILITIES AND ASSUMPTION OF RISK.
You understand and agree that you are not required to use Quil’s Services. Quil’s Services should not be taken as complete, accurate, up-to-date, conclusive, or suitable for your needs. You understand and agree that if you choose to use and/or rely on any of Quil’s Services, you alone assume any and all risk. You are solely responsible for determining the suitability, accuracy, appropriateness, and/or applicability to your particular situation of any information available through the Services.
3. DESCRIPTION OF QUIL’S SERVICES.
a. Not Medical Service; Not an Insurance Company. Quil is not a medical service provider. Neither the Application, the Services as a whole, nor any hardware, software, technology, or related services provided by Quil are intended to treat any illness, disease, or other adverse medical condition and should not be considered the practice of medicine and are not the documentation of medical advice of any kind. Quil is not an insurer. Quil is not engaged in the business of insurance, and neither this Agreement nor any incorporated terms or conditions are or shall be deemed a contract for insurance.
b. Quil Content. The Content available through the Services is owned by Quil or a Sponsoring Organization (as defined below). You understand and agree that Quil Content is made available through the Services for informational purposes only and is not a recommendation or advice upon which you must rely.
c. Sponsoring Organization; Sponsoring Organization Content. For purposes of this Agreement a Sponsoring Organization is any entity such as an employer, member organization, hospital, physician’s office, health care provider, university, or health plan that is sponsoring the Quil Services or is paying for access to the Services on your behalf. Sponsoring Organizations are independent third-party entities and are not affiliates, partners, representatives, employees, subsidiaries, agents, or subcontractors of Quil. Quil shall have no obligations for the selection of or monitoring of the performance of any Sponsoring Organization. Quil does not make any express or implied warranty of any kind with respect to any Sponsoring Organization or services performed or to be performed by the Sponsoring Organization or their employees. You expressly assume any and all risk and liability resulting from acts or omissions of any Sponsoring Organization and/or their employees. Any of the content available through the services that is not Quil Content has been provided to Quil by the Sponsoring Organization. In no event will Quil or any of its officers, directors, employees, consultants, attorneys, or subcontractors be liable for any direct, special, indirect, consequential or incidental damages whatsoever arising out of or in connection with your use of the Sponsoring Organization content. Any complaints or issues regarding any Sponsoring Organization services or their content must be directed to the Sponsoring Organization, not Quil.
e. Quil Forums. A Quil “forum” means any interactive venue appearing on any of the Quil Services. You may not post on any forum any material that is libelous, defamatory, obscene, abusive, discriminatory, harassing, invades a person’s privacy, violates any intellectual property rights, or that would otherwise violate any law. You may not use any forum in a commercial manner. You may not post material that solicits funds, or that advertises or solicits goods or services. You may not post material known to be false. You may not post or transmit any information, software or other material that contains a virus or other harmful component. You acknowledge that you have no expectation of privacy with regard to any content you post or submit, unless it is End-User Content subject to privacy obligations. If you do post non-private content or submit material, you grant Quil a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such non-public content throughout the world in any media, at its discretion. You represent and warrant that you own or otherwise control all of the rights to the non-private content that you post; that the content is accurate; that use of the content does not violate these Terms and or the intellectual property rights of any third party. Quil reserves the right to remove any material posted at any time in our sole discretion, but you understand that we may preserve and access a backup-copy and may use a back-up copy if required by law or in the best interests of Quil. You will indemnify Quil in connection with your breach of the terms of this paragraph.
f. Member Communications. In connection with your registration to use the Quil Services, you are agreeing that Quil can periodically send you emails, newsletters, and other communications regarding Quil’s Services. Should you not desire to receive any email, newsletters, or other communications from Quil, you may “opt-out” by emailing help@1819Health.com to unsubscribe. In the future, we may send you text messages that relate to the Services. In order to receive text messages, you must consent to receive such messages in accordance with applicable law and you must provide us with a valid cell phone number. You will have the ability to stop getting text messages from us by replying to a text message with the word STOP. We will let you know if message and data rates may apply and provide a list of mobile phone networks that allow for text messaging services, as these services may not work on all mobile phone networks.
g. Support. You may request remote telephonic support in connection with access to the Services by sending an email to help@1819Health.com.
4. LIMITATIONS OF USE.
- use the Services or Content in any way not explicitly permitted by these Terms,
- use the Services or Content in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive; or to harass, abuse, or harm another person or group;
- use the Services for any fraudulent or unlawful purpose, or for the promotion of illegal activities;
- copy, modify, or create derivative works from the Services or Content, except you may print a reasonable number of copies for your personal use, provided that you reproduce all proprietary copyright and trademark notices
- remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary rights or notices marked on the Services;
- use another user’s Quil password or account; misrepresent your identity or provide false information in connection with registration;
- interfere or attempt to interfere with the proper functioning of the Services;
- access or attempt to access any portion of the Services to which you have not been explicitly granted access;
- engage in viral messaging, spamming, or sending of unsolicited advertisements, solicitations, or bulk communications, or distribute chain mail or harmful computer code, viruses, or malware in connection with the Services;
- make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- use manual or automated software, devices, scripts, robots, backdoors, or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or harvest or manipulate data;
- introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
- use the Content or Services for commercial purposes or in any manner that would compete with any Services or service of Quil;
Further, you acknowledge that only one user account is permitted per individual, and you agree that you will not create more than one user account for an individual user, including creation of one or more additional user accounts using alternate identification information. You are responsible for maintaining the confidentiality of any account authentication credentials used to access your user account. You may not share your account authentication credentials, if any, with anyone else or otherwise permit anyone other than yourself to access the Services using your user account unless specifically authorized by you in connection with providing care to You. Quil reserves the right to terminate or suspend your access to the Services if you share your user account, create more than one user account for an individual user, or share your account authentication credentials. Further, in order to protect the integrity of the Services, Quil reserves the right at any time in its sole discretion to block users and/or certain IP addresses from accessing the Services.
5. AGE RESTRICTIONS.
6. RESPONSIBILITY FOR SECURITY OF DEVICES.
You are responsible for the security of your information system(s), including its network and related computer equipment and peripherals (“Information System(s)”). In the event you are accessing the Application through a mobile device, you are solely responsible for the access and use of such mobile device and must keep your device access credentials secure at all times. You are encouraged to fully utilize all security features, including locking, within the mobile device. You agree that it is your responsibility to comply with all applicable laws, rules, or regulations and ensure adequate security of your Information System(s).
7. OWNERSHIP OF THE SERVICES.
You agree that the Services are owned by Quil, including any and all intellectual property in or related to the Services and any authorized or unauthorized enhancements, updates, upgrades, improvements, or other modifications or derivative works of the Services. The Services are protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. Quil reserves all rights in this regard. Unless otherwise specifically agreed to by Quil in writing, you will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Services, (b) modify copyright or other proprietary rights notices of Quil or its licensors in or accompanying the Services, (c) make the Services available in any manner to any third party for use in the third party’s business operations, or (d) access or use (or permit third parties to access or use) the Services in order to build or support any Services or services competitive with the Services.
a. DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that content or material on the Quil’s Services infringes a copyright owned by you, you (or your agent) may send Quil a notice requesting that the material be removed, or access to it blocked. This request should be sent to:
Company 1819, LLC d/b/a Quil Health
Attn: DMCA Registered Agent
Address: 1900 Market Street, 6th Floor, Philadelphia, PA 19103
The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent to the address above.
All web site design, text, graphics, the selection and arrangement thereof, Copyright © 2019-2020, 1819 LLC, d/b/a Quil Health. ALL RIGHTS RESERVED. The Services are protected by copyright and trademark laws and are the property of Quil and any other copyright owners. Any other use of the Services for purposes other than those as noted in these Terms is strictly prohibited.
All trademarks, service marks, trade names, logos, domain names, URLs and icons (“Marks”) of Quil appearing on the Services, registered or not, are the property of Quil. Nothing grants you any right or license to use any of the Marks without the express written permission of Quil. Unauthorized use may violate trademark and other laws.
QUIL IS PROVIDING THE QUIL SERVICES AND CONTENT ON AN “AS IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE QUIL SERVICES OR CONTENT. QUIL DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT. IN ADDITION, QUIL DOES NOT REPRESENT OR WARRANT THAT THE QUIL SERVICES OR CONTENT ARE ACCURATE, WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, OR CURRENT OR WARRANT THAT YOUR USE OF THE CONTENT OR SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, OR WILL MEET YOUR REQUIREMENTS. QUIL ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SERVICES OR CONTENT. REFERENCES TO THIRD PARTY ENTITIES AND THEIR SERVICES ARE ALSO PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THIRD-PARTY SERVICES AND SERVICES ARE USED AT YOUR OWN RISK.
13. LIMITATION OF LIABILITY.
QUIL’S CONTENT AND SERVICES ARE USED AT YOUR OWN RISK. QUIL WILL NOT BE LIABLE FOR ANY HARM TO YOU OR OTHERS RESULTING FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH, OR EMOTIONAL DISTRESS OR ANY HARM CAUSED BY ANY SPONSORING ORGANIZATION. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL QUIL OR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, SUBCONTRACTORS, VENDORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PUNITIVE, COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
To the maximum extent permitted by applicable law, the maximum liability of Quil to you with respect to your use of the Services shall be limited to $10.00.
15. DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION.
Please read this Section carefully because it requires you to waive your right to a jury trial and arbitrate certain disputes and claims with Quil and limits the manner in which you can seek relief from us. As set forth in this Section, no class or representative actions or arbitrations are allowed.
Except for Quil’s right to seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Quil waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Services resolved in court. Instead, for any dispute that you have against Quil, you agree to first contact Quil and attempt to resolve the claim informally by sending a written notice of your claim (“Notice“) to Quil by email at firstname.lastname@example.org or by certified mail addressed to: 1900 Market Street, 6th Floor, Philadelphia, PA 19103. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Any notice of a claim that Quil provides to you will be similar in form to that described above. If you and Quil cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either Party may, as appropriate in accordance with this Section, submit the dispute to binding arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS“). All submitted disputes will be resolved through confidential binding arbitration held in Philadelphia, PA in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of JAMS, which are available on the JAMS website and incorporated herein by this reference. You either acknowledge and agree that you have read and understand the Rules or waive the opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason.
You and Quil agree that any dispute arising out of or related to this Agreement or the Services is personal to you and Quil and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative action or proceeding.
You and Quil agree that this Agreement affects interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action or proceeding, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual.
The arbitrator, Quil, and you will maintain the confidentiality of any proceedings, including, but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary.
Any claim arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim arose; otherwise, to the maximum extent permitted by applicable law, the claim is permanently barred, which means that neither you nor Quil will have the right to assert the claim.
If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section.
16. GOVERNING LAW AND JURISDICTION.
These Terms, and all claims relating to or arising out of these Terms, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the Commonwealth of Pennsylvania, including Pennsylvania’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law.
Notices from one Party to the other shall be in writing and may be sent via email. You can notify Quil or send questions, complaints, or claims related to the Services to Quil by contacting Quil at email@example.com. Notices from Quil to you will be sent to the email address or mailing address provided by you as part of your user account.
19. ACCEPTANCE OF TERMS; ELECTRONIC SIGNATURES.
Last Updated: March 19, 2020
Copyright © 2019 1819, LLC d/b/a Quil Health