Atropos User Terms
Last Updated: November 2, 2023
These Atropos User Terms (“Terms”) set out terms and conditions for you to access and use Geneva OS (“Geneva OS” or “Platform”), and to generate or receive related reports and other output from the Platform (“Evidence-Based Deliverables”), as applicable. The Platform and the Evidence-Based Deliverables, and any other Atropos Health, Inc. (“Atropos”, “we”, “us”, or “our”) products or services that link to these Terms, are collectively referred to herein as the “Services.” You and Atropos may collectively be referred to herein as the “parties.”
Your use of the Services, or any part thereof, is subject to (1) the commercial agreement and any applicable order form(s) in place between you or the organization that you are affiliated with, and Atropos and (2) any agreement in place between you and the organization that you are affiliated with (1 and 2 are collectively the “Agreements”).
These Terms are incorporated into and made a part of the Agreements and are not meant to restrict or limit any other obligations that you or your organization may have under the Agreements. All references in these Terms to “you” or “you” shall also refer to and include the organization with which you are affiliated.
By using the Services (or receiving an Evidence-Based Deliverable), you are agreeing to these Terms. If you do not agree to these Terms, you may not use the Services or request an Evidence-Based Deliverable.
Any capitalized terms not defined in these Terms shall have the meaning stated in the Agreements.
- Permitted Use and Access. Your use of the Services is subject to your compliance with these Terms and the Agreements, and all applicable law. Your use may also be subject to additional terms and conditions specified by the organization that you are affiliated with. In order to use the Services, you or the organization that you are affiliated with must have a valid agreement in place with Atropos that permits your use. You must be at least eighteen (18) years old to use the Services. Access to the Services is limited to your organization’s employees, patients, and contractors, who need to access the Services for purposes of their work for your organization and are bound by confidentiality obligations no less restrictive than those contained in these Terms and the Agreements.
- Role of Atropos and Disclaimer. You acknowledge that Atropos is not engaged in rendering medical, pharmacologic or health care advice or services and the professional duty to the patient in providing healthcare services lies solely with the applicable healthcare provider and/or medical facility (“Medical Facility”). Evidence-Based Deliverables are intended to be a supplement to, and not a substitute for the knowledge, expertise, skill, and judgment of the Medical Facility in patient care. They are in no way intended to serve as a diagnostic service or platform, to provide certainty with respect to a diagnosis, to recommend a particular product or therapy or to otherwise substitute for the clinical judgment of a qualified healthcare professional. Atropos does not assume any responsibility for the actions of any Medical Facility which may result in liability or damages due to malpractice, failure to warn, negligence, or any other basis.
- Use of Evidence-Based Deliverables. You may only use Evidence-Based Deliverables as permitted in and in accordance with the Agreements, and all applicable law. You agree to carefully review and analyze all Evidence-Based Deliverables. You are responsible for the adoption and implementation of any and all Evidence-Based Deliverables and for all results and consequences of decisions made by or on your behalf. Atropos is not responsible for your use of or reliance on any Evidence-Based Deliverables. You may not share, distribute, or disclose any Evidence-Based Deliverable, or otherwise use any Evidence-Based Deliverable for the benefit of any third party, except as explicitly permitted in the Agreements.
- Submissions. You understand and agree that Atropos’s ability to provide the Services is dependent on your timely provision of relevant data and other materials and you agree to provide the same to Atropos in a timely manner and in the format as required by Atropos. Atropos is not liable for any delay or failure of performance to the extent caused by your delay in performing or failure to perform any of your obligations under these Terms, including your failure to provide the information necessary to generate an Evidence-Based Deliverable.
- User Responsibilities. Except as permitted under the Agreements or as required by law, you will not, and will not permit or encourage anyone else, to:
Access or use the Services for purposes other than as permitted in the Agreements; use the Services for unlawful purposes or in a manner that violates any law or regulation; or commit fraud or falsify information in connection with any use of the Services;
Except as expressly permitted under the Agreements, sell, license, rent, distribute, disseminate, or publish the Services, or any part thereof, or prepare any derivative works of or otherwise modify the Services;
Obscure, remove, or alter any copyright notice or other intellectual property right markings, designations, or notices in or on the Services;
Attempt to identify, including by inference, any individual who is the subject of any Evidence-Based Deliverable or the source of any data included in the Platform;
Use the Services to develop, create, produce, enhance, or add to any database; develop, assist in developing, or have developed on your behalf or any other person software, technology, or services that compete with or are substantially similar to the Services; access, use, or analyze the Services for any purpose that is to Atropos’s detriment or commercial disadvantage; or use the Services in a manner that infringes, violates, or misappropriates Atropos’s or any third party’s rights, including intellectual property rights and privacy rights;
Except as expressly permitted in the Agreements, use the Services for publicity purposes;
Resell or redistribute the Services or any Evidence-Based Deliverable (or any portion thereof or derivative work thereof) to any other party on a standalone basis;
Use the Services for any for any invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
Distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
Interfere with the use of the Services, or the equipment used to provide the Services;
Disable, interfere with or circumvent any aspect of the Services;
Generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”);
License, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way (except as expressly permitted in the Agreements);
Modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services; reverse engineer or decompile the Services to reach the source code of your Services; or
Access the Services if you are a competitor of Atropos.
- Customer Data. In accordance with the Agreements, you agree to obtain and maintain in effect all permissions, consents, and authorizations as required by applicable law with respect to all data and information that you submit or otherwise provide to the Services. Except as provided in the Agreements, you agree to not provide any information that identifies or could be used to identify any natural person.
- Protected Health Information. Unless explicitly permitted in the Agreements, you agree not to provide, transmit, otherwise disclose to, nor make accessible to the Services or to Atropos, any personal information or other information that identifies or could be used, either alone or in combination with other information, to identify any patient or other natural person that is subject to federal or state data protection laws, including without limitation, any Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder). To the extent that you are authorized by the Agreements to transmit such identifiable information to Atropos, you agree to execute a business associate agreement and/or other privacy agreement with Atropos as required by applicable law.
- Privacy Policy. Atropos’s collection, use, and disclosure of data and information in connection with the Services will be in accordance with the Agreements and the Atropos Privacy Policy, as applicable.
- Feedback. You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Atropos with respect to the Services. You grant Atropos an as-is, non-exclusive, world-wide, perpetual, royalty-free, fully paid license to use the Feedback for any purpose, including the development and exploitation of its current and future products and services, without obligation of any kind to you. Feedback is voluntary and is provided entirely “as-is”, without warranties of any kind. All use of the Feedback is at Atropos’s sole risk and liability.
- Beta Services. Atropos may make new features of the Services available to you. Notwithstanding any other provision herein, Services released as beta, pilot, limited release, non-production or evaluation (“Beta Features”) are made available to you “as-is” without any warranty, support, maintenance or other obligation of any kind. Atropos may terminate access to, or use of, a Beta Feature at any time.
- Atropos Trademarks. Except as may be required by applicable law or regulation, you will not, without Atropos’s prior written consent, use the names, logos, tradenames, trademarks, or service marks of Atropos or its Affiliates.
- Termination of your Use of the Services. Your use of the Services is subject to any term(s) set forth in the Agreements, and the policies and procedures of the organization with which you are affiliated. Atropos may immediately terminate your access to the Services upon any termination or expiration of the Agreements.
- Changes to Terms. Atropos may modify these Terms (an “Update”) at any time and in our sole discretion, and such Updates will be effective immediately. If we make Updates to these Terms, we will change the “last updated” date above, which shall constitute, to the extent permissible, any notice required by applicable law.