GPS Access Terms of Service

GPS Access Terms of Service Agreement

Last Updated: May 31, 2017

BEFORE YOU CLICK ON THE ACCEPT BUTTON PRESENTED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE USE THE SITE OR SERVICES (DEFINED BELOW), CAREFULLY READ ALL THE FOLLOWING TERMS AND CONDITIONS. BY CLICKING ON AN ACCEPT BUTTON PRESENTED IN CONNECTION WITH THIS AGREEMENT, OR OTHERWISE USING THE SITE OR SERVICES, YOU AGREE ON BEHALF OF THE COMPANY FOR WHOM YOU WORK TO BE BOUND BY AND TO BECOME A PARTY TO THIS AGREEMENT. YOU ARE REPRESENTING AND WARRANTING THAT YOU HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY.

This Terms of Service Agreement (the "Agreement") is entered into by and among NantOmics, Inc. ("Company" or "NantOmics") and the healthcare provider or other authorized third party for which you work ("Licensee").

This Agreement governs use of the GPS Access website (currently located at orders.nantomics.com   (the "Site"), as such site may be renamed or relocated from time to time) and the various services and web applications made available by NantOmics and/or its affiliates through or in connection with the Site (collectively, the "Services"), including all materials and information located on or accessed through the Services (the "Materials"). Please read the terms and conditions of this Agreement carefully.  

Please note, however, that NantOmics may offer an individual Service under different or supplemental terms (the "Additional Terms"), in which case NantOmics will post or link to the Additional Terms on or within the individual Service, or will otherwise present the Additional Terms to you for acceptance, and such Additional Terms will apply to that Service.  If there is a conflict or inconsistency between the terms below and any Additional Terms for a specific Service, the terms for that specific Service shall have precedence with respect to your use of that Service.

Company may at any time, at its sole discretion, update and revise this Agreement (including any Additional Terms) by posting a new version on or within the Site or Services. Any changes to this Agreement will be effective immediately upon posting on the Site or Services. Please check this page periodically for changes to the Agreement; you will be able to determine if this Agreement has been changed since your previous visit by viewing the "Last Updated" information that appears at the top of this Agreement. Use of the Services by Licensee or any employee or agent authorized by Licensee to access the Services (which authorized employees and agents are referred to herein as "Licensee Authorized Users") following the posting of any changes constitutes acceptance of those changes.

Licensee and Licensee Authorized User Information.  Licensee agrees that it is responsible for providing current, accurate and complete information regarding Licensee and the identifying information of any Licensee Authorized Users allowed to access the Services on behalf of Licensee.  Each Licensee Authorized User accessing the Services on behalf of Licensee represents that Licensee has authorized such person to access and use the Services and Materials on Licensee's behalf. Each Licensee Authorized User agrees that his or her provision of a username and password ("Your Login Information") is their signature and authorization for Company to authorize a Licensee Authorized User to access the Services and Materials. Company will not sell, exchange or release the personally-identifiable information of a Licensee Authorized User provided to Company through the Service ("Personal Information") to anyone except Licensee, other Licensees and Company's service providers, affiliates, business partners, and their respective employees, distributors and agents (collectively, "Business Partners") to the extent necessary to operate the Services or provide associated services, unless reasonably necessary to comply with legal or regulatory process, to enforce this Agreement, or to protect the rights of Company, Licensee, or Licensee Authorized Users. However, Company may collect, compile, and utilize certain aggregate statistical information about Licensee Authorized Users, Licensee, and usage data for marketing and other purposes. Company may contact Licensee Authorized Users regarding account status and other matters relevant to the Services and/or the information collected. Company may also use Licensee Authorized Users' Personal Information for the purpose of improving the operation of the Services.

General Responsibilities. Licensee is responsible for implementing and maintaining the quality and security procedures to be followed by Licensee Authorized Users using the Services. Licensee will ensure that Licensee Authorized Users follow appropriate procedures to safeguard the security of Licensee's hardware, software and information. Licensee is responsible for adequate protection, security and backup of data and/or equipment used in connection with the Services. Accordingly, Licensee agrees to indemnify and hold harmless Company and its Business Partners from and against any and all claims, demands, actions, losses, damages, costs and expenses, including reasonable attorney's fees, arising from or relating to use of the Services or Materials, violation or alleged violations of this Agreement, or violation or alleged violation of any rights of another by Licensee, any unauthorized user, or any employee, officer, director or affiliate of Licensee which accesses the Services.

User Conduct. Neither Licensee nor any Licensee Authorized User may access or use the Services in any unlawful manner or for any unlawful purpose or in violation of these terms and conditions or applicable laws, rules and regulations. Licensee agrees that it and Licensee Authorized Users will only access and use the Services solely for Licensee's internal business purposes, consistent with this Agreement. Licensee shall not, and shall not permit any Licensee Authorized User to, post, upload or otherwise transfer to or via servers or communication lines by any means, including but not limited to web page content, linked web pages, e-mail or FTP, anything which (i) is obscene or constitutes child pornography under applicable law, (ii) is defamatory, (iii) contains any computer code that disrupts, disables, harms or otherwise impedes the operation of the Services or any associated data, software, firmware, hardware, computer or network (sometimes referred to as "viruses" or "worms"), or (iv) is commercial or promotional in nature. Licensee is solely responsible for all usage of the Services through Licensee's account and all related fees and any fees associated with use of other services accessed through the Services on Licensee's account, whether or not authorized by Licensee. Licensee will not permit any other individuals to use the Services unless they are Licensee Authorized Users. Licensee agrees not to, and not to permit any Licensee Authorized User to, reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of the Services or Materials (including Log-In Information), use of the Services or Materials, or access to the Services or Materials.

Passwords. Licensee's Designated Security Officer (as defined below) shall be responsible for access and use of the Services on Licensee's behalf and for the confidentiality of all passwords issued to Licensee. Company may unilaterally suspend or terminate some or all of Licensee's access to the Services if Company has reason to believe that (1) an unauthorized user is accessing and/or using the site on Licensee's behalf, (2) Licensee Authorized Users are sharing passwords or using the login credentials of any other Licensee Authorized User, (3) Licensee is not regularly monitoring its roster of Licensee Authorized Users and notifying Company when an individual's access to the Services should be terminated, or (4) any other acts or omissions to suggest that Licensee and/or Licensee Designated Security Officer is not actively engaged in monitoring Licensee and Licensee Authorized Users' access to the Services. The suspension or termination of Licensee Designated Security Officer's access to the Services may also prevent other Licensee Authorized Users from accessing the Services, until such time as Licensee has resolved the security concern to Company's satisfaction. Licensee agrees to immediately notify Company of any unauthorized use of any password or any other breach of security.

ROLE OF LICENSEE DESIGNATED SECURITY OFFICER

Licensee is required to designate one Licensee Authorized User as a security officer (the "Licensee Designated Security Officer") and to ensure that the Licensee Designated Security Officer complies with his or her obligations under this Agreement. The Licensee Designated Security Officer shall serve as Licensee's primary contact with Company regarding security issues. Company's Security Officer oversees Company's information security program and serves as the primary contact for requests pertaining to NantOmics security from Licensee Designated Security Officers.

Licensee represents and warrants that its Licensee Designated Security Officer is and will be knowledgeable concerning the statutory and regulatory requirements applicable to Licensee and the electronic storage and transmission of patient information within and from Licensee, including HIPAA and any state medical privacy mandates. The Licensee Designated Security Officer is responsible for remaining actively informed of developments concerning these legal requirements and will identify security services, products and solutions to ensure Licensee adheres to legal requirements related to information privacy and security.

Licensee Designated Security Officer responsibilities include:

á       Ensuring that every Licensee Authorized User will have his or her own unique password.

á       Ensuring that these unique passwords are not shared with anyone, even among Licensee Authorized Users.

á       Regenerating a user password, if a Licensee Authorized User forgets his or her password and challenge and response answers and needs it to be regenerated.

á       Regenerating a user password, if a Licensee Authorized User's username or password has been shared or otherwise compromised.

á       Adding or terminating the access of any Licensee Authorized Users to the Services.

á       Managing the access of any Licensee Authorized Users to the Services by granting or denying access to specific functions of the Services.

á       Maintaining tax IDs and provider IDs within the Services, if authorized by Licensee to do so.

á       Ensuring that information accessed via the Services is only used for legitimate business purposes.

á       Setting the amount of time before the Services automatically logs off inactive sessions.

Health Insurance Portability and Accountability Act of 1996 (HIPAA). Company is committed to the ideals of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Licensee hereby certifies that Licensee is a "covered entity" under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated thereunder, including but not limited to, the Standards for Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164, Subparts A and E (the "Privacy Rule"), and the Security Standards for the Protection of Electronic Protected Health Information, 45 CFR Parts 160 and 164, Subparts A and C (the "Security Rule" and, together with the Privacy Rule, the "HIPAA Rules"). As such, Licensee shall assure that each Licensee Authorized User agrees to maintain full compliance with HIPAA and the HIPAA Rules, and any other laws, now or hereafter existing, that are applicable to you, directly or indirectly, with respect to the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance or storage of health information. Licensee further certifies that Licensee's, and each Licensee Authorized User's, access to and use of the Services is exclusively for "payment" and "health care operations" (in each case as such terms are defined in the HIPAA Rules).

Fees and Payment. Certain Services may only be available upon payment of certain fees or charges by Licensee. Licensee will be responsible for the payment of the fees and other charges for the Services as may be set forth on the Site, the applicable Service of this Agreement, or as may be otherwise agreed by Company and Licensee. By accessing such Services, Licensee agrees that Company may charge its standard published fees (or such other fees as may be mutually agreed by Company and Licensee in writing) incurred in connection with such Services. Company reserves the right to terminate this Agreement, and its provision of the applicable Services hereunder, upon any failure of payment, regardless of the reason for such failure. By providing credit card, checking account or other payment information to Company, Licensee is confirming that it has provided Company with valid and accurate information, including, without limitation, Licensee's credit card or checking account information, and that you are authorized to provide such information and to authorize transactions using such accounts on behalf of Licensee. Company is not responsible for any consequences of your provision of inaccurate information. Company may take reasonable measures to detect and prevent fraud, including viewing, monitoring and recording any activity conducted by you, without providing notice or obtaining your prior consent. Any information obtained as a result of such measures may be provided to governmental authorities.

Termination.  Company may terminate this Agreement, and discontinue the provision of the Services, at any time in its sole discretion and without prior notice. Upon any such termination, Licensee must discontinue all use of the Services. The provisions of this Agreement (other than your right to use the Services) shall survive termination of this Agreement.

LIMITATION OF REMEDIES AND LIABILITY GENERALLY

Risks. Company does not warrant that the use or operation of the Services will be uninterrupted or error-free. Use of the Services and any reliance upon any Materials, including any action taken or not taken by Licensee, any Licensee Authorized User, or any user who obtains access to the Services via Licensee, because of such use or reliance, is at the sole risk of Licensee. THE SERVICES AND THE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

Disclaimer: No Medical Advice. The Services may offer you the ability to track various health related data and information and may make recommendations to you based on the information you provide. The information and recommendations you may receive are not intended in any way to be a substitute for professional medical advice. Company is not responsible for the information provided by users or third parties (about the Services or otherwise) posted on any forum, community, blog or website.

Indemnification. Licensee agrees to indemnify, defend and hold harmless Company from and against all damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, directly resulting to, imposed upon or directly incurred by Company by reason of or resulting from any of the following: (a) Licensee or any Licensee Authorized User's gross negligence, willful misconduct or violation of law; (b) Licensee or any Licensee Authorized User's use of the Services for any purpose other than the purpose for which they were intended; and (c) Licensee or any Licensee Authorized User's unauthorized use or disclosure of any information obtained through the Services.

Remedies. Subject to the terms and conditions of the paragraph with the heading "Limitations on Liability," Licensee's and Licensee Authorized Users' sole and exclusive remedy for any failure or nonperformance of the Services or any Materials (including any associated software) shall be for Company to use commercially reasonable efforts to adjust or repair the Services or the Materials. In the event of the failure of essential purpose of the foregoing remedy, Licensee's sole and exclusive alternative remedy for any failure or nonperformance of the Services shall be for actual out-of-pocket damages incurred by Licensee as a result of such failure or nonperformance.

LIMITATIONS ON LIABILITY. COMPANY AND ITS BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USE OF OR INABILITY TO USE THE SERVICES AND/OR THE MATERIALS. IN NO EVENT SHALL COMPANY OR ANY OF ITS BUSINESS PARTNERS BE LIABLE TO YOU, LICENSEE OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF PREVIOUSLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT COMPANY OR ANY OF ITS BUSINESS PARTNERS IS NEVERTHELESS FOUND LIABLE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF COMPANY OR ANY BUSINESS PARTNERS WILL BE LIMITED TO THE AMOUNT PAID TO COMPANY FOR THE SERVICE DURING THE TWELVE MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU OR LICENSEE.

INTELLECTUAL PROPERTY

Limited License.  Subject to the terms of this Agreement, including, without limitation, the receipt of payment, Company hereby grants Licensee a nonexclusive, nontransferable, nonsublicensable license for Licensee and Licensee Authorized Users to access and use the Services as made available by Company for their intended purpose and to create on-line or off-line printouts of the forms and content retrieved from the Services, in each case, solely in connection with Licensee's normal internal business activities. No other right or license of any kind is granted by Company to Licensee or any Licensee Authorized User hereunder with respect to the Services or any portion thereof.

Ownership. The Services, Materials, and the Company names and logos and all related product and service names, design marks and slogans are the property of Company or its affiliates and subsidiaries. Other product names and service marks, etc. are the property of their respective owners. Licensee is not authorized to use any of these marks. Use of the Services confers no title or ownership in the Services, the Materials or the marks. References to any names, marks, products or services of third parties or hypertext links to third party sites or information do not necessarily constitute or imply Company's endorsement, sponsorship or recommendation of the third party, information, product or service. Licensee acknowledges that Company owns all copyrights and associated intellectual property rights in the Services and Materials. Licensee will not, and will not permit any Licensee Authorized User to, copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of any software or Materials licensed to Licensee by Company in connection with the Services.

OTHER TERMS

Export Controls. The Services and Materials are provided by Company in the United States for access and use in the United States only. Those who access the Services do so on their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable. Use of the Services is subject to applicable United States export controls. None of the Services, Materials or underlying information or technology may be downloaded or otherwise exported or re-exported outside of the United States.

No Third Party Beneficiaries. Licensee and Company agree that they do not intend any third party beneficiaries to this Agreement.

General Terms. This Agreement constitutes the entire agreement among Licensee and Company with reference to use of the Services and the Materials, and supersedes any prior agreement between or among the parties regarding its subject matter. Notwithstanding the foregoing, this Agreement does not supersede any separate agreement executed by Company and Licensee in writing. This Agreement is governed by the laws of the State of California (excluding rules dealing with conflicts of law). Company may freely transfer, assign or delegate all or any portion of this Agreement, and any rights and duties hereunder. This Agreement will be binding upon and inure to the benefit of any heirs, successors and permitted assignees of the parties. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified the entire Agreement shall remain in full force and effect.

Subcontractors and Agents. The Company consents to Licensee's use of independent contractors and agents to exercise Licensee's right to access and use the Service for Licensee's internal purposes, as set forth herein; provided that: (i) Licensee informs any such independent contractor or agent of the use restrictions, confidentiality and other obligations and restrictions set forth herein related to the use of the Service, (ii) the independent contractor or agent complies with all applicable laws and regulations in the exercise of Licensee's rights hereunder, and (iii) Licensee shall remain solely responsible for its obligations under this Agreement and shall assume all responsibility for the acts and omissions of any such independent contractor or agent.

Termination of Agreement. Company may terminate this Agreement immediately, with or without notice, if Licensee or any Licensee Authorized User breaches or threatens to breach any of the provisions of this Agreement. Upon any such termination or expiration, Licensee must immediately discontinue all use of the Service and immediately destroy all copies of the Materials. The provisions of this Agreement (other than your right to use the Service) shall survive termination or expiration of this Agreement.

DISCLAIMER OF WARRANTIES. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT:

1.    COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET LICENSEE'S 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, UP TO DATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICE WILL MEET THE EXPECTATIONS OF YOU OR LICENSEE, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

2.    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT LICENSEE'S OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

3.    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

4.    COMPANY ASSUMES NO RESPONSIBILITY FOR YOUR USE OR MISUSE OF THE INFORMATION TRANSMITTED THROUGH THE SERVICES.

If you have any questions, please call NantOmics Customer Support at 1-888-482-8057. For TDD/TYY service, please call 1-800-480-1419.

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