PATIENT / RESEARCH STUDY PARTICIPANT TERMS OF USE

Effective June 12, 2019

These Terms of Use outline the legal rights of the parties and govern Your use of Spire Health’s patient application or research study participant application, as applicable, and any of the materials we make available to You through the application (the “App”). The App is owned by Spire, Inc., doing business as Spire Health (collectively, “We, Our or Spire Health”). The application and any related services We may provide are all referred to as the “Services” in these Terms.

If you are a patient, Our App is provided to You free of charge by Spire Health on behalf of Your health care provider (“Provider”) to do the following:

(1) Onboard You into Spire Health’s remote patient monitoring program with Your Provider.

(2) Use the Spire Health Tag monitoring device (the “Device”) to record and automatically transmit Your respiration, pulse rate, sleep, and physiological data to Your Provider and detect deviations from Your baseline physiological data to trigger notifications to Your Provider; and

(3) Access certain information about You (e.g. sleep time, active time, steps-related data).

If you are a research study participant, Our App is provided to You free of charge by Spire Health on behalf of the research study in which you are participating (“Research Study”) to do the following:

(1) Onboard You into the Research Study;

(2) Use the Spire Health Tag monitoring device (the “Device”) to record and automatically transmit Your respiration, pulse rate, sleep, and physiological data to the Research Study; and

(3) Access certain information about You (e.g. sleep time, active time, steps-related data).

To be clear, Spire Health does not provide any healthcare services. SPIRE HEALTH IS NOT A MEDICAL SERVICE PROVIDER OR AN EMERGENCY RESPONDER, nor is it a health insurance company or licensed to sell health insurance.

PLEASE READ THESE TERMS AND OUR PRIVACY POLICY CAREFULLY, AS THEY DESCRIBE YOUR LEGAL RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE APP. YOU CONSENTED TO THESE TERMS OF USE IN WRITING WITH YOUR PROVIDER OR AS PART OF THE INFORMED CONSENT PROCESS OF A RESEARCH STUDY.

Your Account and Your Use of the Spire Health Services

Spire Health may assign You a unique password, permitting You (and only You) to access and use authorized portions of the App and Services. You may not create more than one account on the Apps and Services without the prior written consent of Spire Health.

By registering for an account, You represent and warrant:

(A) Your registration data is true, accurate, current, and complete.

(B) You are at least 18 years of age.

(C) You will update Your registration data to make sure it is accurate.

(D) You are authorized to create an account (either for Yourself or on behalf of another person).

DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES.

No Medical Advice – Applicable to Patients Only

If you are a patient, Our Service provides an online option for communicating with Your health care providers about medical conditions that are not serious or life threatening. It is NOT intended for use in connection with active patient monitoring to allow immediate clinical action or real-time monitoring by a health care provider or the patient. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR THE TREATMENT, OR YOU BELIEVE OR SOMEONE ELSE ADVISES YOU THAT YOU HAVE A SERIOUS OR LIFE-THREATENING CONDITION, CALL 9-1-1 IN AREAS WHERE THAT SERVICE IS AVAILABLE, OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR PROVIDERS OR TO ADDRESS SERIOUS, EMERGENCY, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. YOU SHOULD ALWAYS TALK TO YOUR HEALTH CARE PROVIDERS FOR DIAGNOSIS AND TREATMENT OF YOUR CONDITIONS.

Your Provider may base some of their medical advice on the personal health data that is collected from the Device. Please consult Your Provider if You have any questions about a medical condition, or before taking any drug, changing Your diet or commencing or discontinuing any course of treatment.

THE FACT THAT YOUR PROVIDER IS USING OUR SERVICES DOES NOT MEAN THAT SPIRE HEALTH ENDORSES OR RECOMMENDS THE PROVIDER, AND SPIRE HEALTH DOES NOT CONFIRM THE CREDENTIALS OF ANY PROVIDERS. SPIRE HEALTH DOES NOT CONTROL THE MEDICAL ADVICE YOUR HEALTHCARE PROVIDERS GIVE YOU, AND SPIRE HEALTH DOES NOT HAVE ACCESS TO OR USE ANY OF THAT ADVICE. IT IS YOUR RESPONSIBILITY TO SEPARATELY CONFIRM THAT A HEALTHCARE PROVIDER IS PROPERLY LICENSED.

Spire Health is not liable in any way for any malpractice or substandard treatment Your Provider may provide. You are using the Services at Your own risk.

Right to Change Terms and Conditions

Spire Health may, at any time, modify, discontinue or terminate the Services or modify these Terms, without prior notice to You. If we modify these Terms, we will post the changes on our website or send the changes to You at the email address You provided to us when You registered Your account. If You continue to use the Services after we have let You know about the changes, You agree to be bound by the modified Terms. If the changes are not acceptable to You, You should immediately stop using the Services.

Some features of the Services may be subject to different terms and conditions. If You use those features, You agree to be bound by the additional terms of use applicable to such features. If any such additional terms conflict with these Terms, the additional terms will govern with respect to such features.

Keeping Your Information Secure

Your e-mail address or name and the password and codes assigned to You are Your “User Information.”

(A) keep Your User Information private, and

(B) not allow another person to use Your User Information to access the Services.

You are responsible for informing Us immediately of any actual or potential unauthorized use of or access to Your password or to App and Services. Passwords are subject to cancellation or suspension. If You do not do the above and Spire Health suffers damages as a result, You will be responsible for those damages.

Privacy

Spire Health respects the information You provide to us. Please see our Patient Privacy Policy for an explanation of how we collect and handle Your personal information. By accessing or using the Services You acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy forms a part of these Terms.

By using the Services and accepting these Terms, You acknowledge that Spire Health will share Your personal information collected by the Services with Your Provider or the Research Study, as applicable.

Spire Health is not responsible for nor liable to You or any third party for a Provider’s or a Research Study’s treatment of personal information, including any collection, use, disclosure, storage, loss, theft or misuse of Your personal information, whether or not such treatment violates applicable law or the Provider’s or Research Study’s Notice of Privacy Practices.

Intellectual Property

The Services and all materials on the Services are owned or licensed by Spire Health. We grant to You, for Your personal purposes only, a non-exclusive, limited, and revocable right to access and use the Service during the term of this Agreement, so long as You comply with these Terms. You agree not to use the Service for any other purpose, including commercial purposes, such as co- branding, framing, linking, or reselling any portion of the Service without our prior written consent.

You may not use Spire Health’s name, trademarks, service marks, or logos or those of third parties appearing on the Services in any advertising or publicity, or otherwise to indicate Spire Health's or such third party’s sponsorship of or affiliation with any product or service without express written permission of Spire Health or such third party.

You own Your Personal Information and any other content that You post on or through the Services. For Spire Health to provide You with the Services, You grant to Spire Health, a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use Your content solely for the purpose of providing the Services. You also agree to allow Spire Health to de-identify and anonymize Your content, including, without limitation, Your personal health information, and to use or disclose such de-identified information, for purposes of Spire Health’s management, operations, or administration of its business and the Services, as further described in the Privacy Policy.

Internet Services

With the exception of the Spire Health Tag and any device provided to You that is pre-loaded with the App, You are responsible for obtaining cellular or internet services required for allowing the App to connect to the Health Tag as well as transmit Your information to Your Provider or the Research Study. There are always security and access availability risks associated with using open networks such as the Internet, and You expressly assume such risks. You are responsible for the data security of the systems used to access the Service and for the transmission and receipt of information using such systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your system.

Unauthorized Activities

You must only use the App and Services in accordance with all applicable international, federal, state and local laws, and may not post or transmit anything that would give rise to any civil or criminal liability for any party or otherwise violates any law. While using the Services, You shall not:

  • Post or transmit any message, information, data, text, software or images, or other materials (collectively, "Content") that violates the trademark, copyright, privacy, confidentiality, publicity, intellectual property, or any other proprietary rights of any person, or that reveals any information that should be known to the User to be confidential or a proprietary.
  • Post or transmit Content that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful, tortuous or otherwise objectionable or that could constitute an incitement to unlawful conduct.
  • Impersonate any person or entity, including without limitation any Spire employee or agent, or an authorized user of Spire’s services, or otherwise misrepresent Your affiliation with any person or entity.
  • Post or transmit any Content that You do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships.
  • Register an e-mail address that You do not own or for which You do not have the express permission of the owner to register.

Spire Health may investigate and prosecute violations of any of the above to the fullest extent of the law. Spire Health may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. Spire Health has no obligation to monitor Your access to or use of the Services, however, Spire Health may do so for the purpose of operating the Services to ensure Your compliance with these Terms and the Privacy Policy, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Spire Health reserves the right, at any time and without prior notice, to remove or disable access to any of its materials that Spire Health decides is in violation of these Terms, the Privacy Policy, or otherwise harmful to the Services.

Third-Party Sites

The Services may provide content and material from, and links and references to, web sites of third parties and other third-party resources not controlled by Spire Health. We may also rely on such Third-Party Content for services to be rendered to You or Us (collectively, “Third Party Content”). Third Party Content specifically includes, but is not limited to, all information and postings by Users. You acknowledge and agree that Spire Health neither endorses nor is responsible or liable for the availability, accuracy, currency or reliability of any Third-Party Content. Any concerns regarding such Third-Party Content should be directed to the third party. Under no circumstances will Spire be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced on the Services. Nothing on the Services shall be deemed to be a recommendation of any third party, Third Party Content or third-party products or services, or to constitute any representation or warranty as to a third party’s qualifications, services, products, offerings, information or any other content. Spire Health does not provide, sell, license, or lease any of the Third-Party Content other than those specifically identified as being provided by Spire Health subject to the Terms of Use.

Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. SPIRE HEALTH ALSO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SPIRE HEALTH MAKES NO WARRANTY THAT THE SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SPIRE HEALTH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR MATERIALS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

Limitation of Liability

NEITHER SPIRE HEALTH, NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR MATERIALS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, OR MATERIALS, OR FROM ANY COMMUNICATIONS WITH OTHER PERSONS (INCLUDING YOUR PROVIDER OR THE RESEARCH STUDY, AS APPLICABLE) WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPIRE HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IF YOU ARE NOT SATISFIED WITH THE SERVICES, THE MATERIALS, OR THE TERMS, YOU SHOULD DISCONTINUE USING THEM – THIS IS YOUR ONLY REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, SPIRE HEALTH’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. YOU MUST BRING ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES OR MATERIALS WITHIN ONE (1) YEAR OF THE EVENT FROM WHICH THE CLAIM AROSE.

Indemnification

You agree to indemnify, defend and hold harmless Spire Health, its clients and its suppliers and their respective affiliates, employees, officers, directors, agents, servants and representatives of each from any liability, loss, claim, suit, damage, and expense (including reasonable attorneys' fees and expenses) arising out of or in any way connected with Your access to or use of the Services or Spire Health’s materials, Your violation of these Terms, or any negligent or wrongful conduct by You or related to Your account by You or any other person accessing the Services or Spire Health materials through Your account.

Applicable Law

These Terms shall be governed by the laws of the State of California, without regard to any conflicts of laws principles. The courts of the Santa Clara, California shall have jurisdiction over any action arising under these terms or Your use of the Services or materials.

Modification and Termination of the Spire Health Service

These TOU shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. No waiver of rights by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of these TOS shall otherwise remain in full force and effect and enforceable. Licensee may not assign these TOU without the prior written consent of Spire at its sole discretion. This is the complete agreement between the parties hereto concerning the subject matter of this agreement and replaces any prior oral or written communications between the parties with respect thereto.

Feedback

We welcome and encourage You to provide us with feedback, comments and suggestions for improvements to the Services or materials (“Feedback”). You may submit Feedback by emailing us at hello@spire.io. If You submit any Feedback to us, Spire Health will own all intellectual property rights in such Feedback and may use such Feedback for any lawful purpose.

Entire Agreement

These Terms are the entire and exclusive understanding and agreement between You and Spire Health regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Spire Health and You regarding the Services. If there is any conflict between these Terms and a signed written agreement between You and Spire Health related to the Service, these Terms will control.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Spire Health’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. Spire Health may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Dispute Resolution

If You or Spire Health has any dispute regarding these Terms, including but not limited to any alleged breach of these Terms, the parties will submit the dispute to binding arbitration in California before a single arbitrator, in accordance with the rules and procedures of the American Arbitration Association. The arbitrator may, but does not have to, award legal fees, arbitrator’s fees and costs and other costs incurred by the party that does not win the dispute. Any arbitration will be strictly confidential and neither party will disclose to any person (other than necessary to carry out the arbitration) the existence of the dispute or any aspect of the dispute.

General Legal Provisions

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of the Agreement remain in full force, provided that the essential terms and conditions of this Agreement remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved.

The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations.

Nothing in this agreement creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.

Contact Information

Spire, Inc. is headquartered in San Francisco, CA, in the United States of America.

Spire, Inc.
2030 Harrison Street,
San Francisco, CA 94110

Specific questions and comments should be directed to the appropriate department via our Contact Us page. While we make every effort to respond to all emails within 1 business week, we cannot guarantee a response to every electronic communication.