Terms of Service

All services provided through the Enzo Health platform and all pages and information within the Enzo Health platform, including Internet applications (such as the Enzo Clinical Summary and Enzo QA), storage space for Enzo Health's applications, any material made available for download, and related functionality and online services, as applicable (the “Platform”) are provided by Enzo Health Technology, Inc. and/or its subsidiaries, affiliates, vendors, and licensors (“Enzo Health,” “us,” or “we”). The Platform, including the organization, content, design, graphics, and other materials related to the Platform, is proprietary to Enzo Health and is protected by copyright laws, other proprietary and intellectual property laws, and international intellectual property treaties. Without our prior written permission, the copying, reproduction, use, modification or publication of full or part of any such matters or any part of the Platform by you is strictly prohibited. Notwithstanding the foregoing, you may print a copy of these Terms of Use using the print feature in your browser. We suggest retaining a copy for your future reference. You should be aware, however, that we may revise these Terms of Use at any time, and by your continued use of the Platform, you agree to be bound by future revisions. It is your responsibility to periodically check the Platform for updates to these Terms of Use and review the most current version of these Terms of Use. You may use your browser to print copies of any updates to these Terms of Use.

Subject to the terms and limitations set forth in these Terms of Use, we grant you a non-exclusive, non-transferable license to access and use the Platform solely for your personal use. As a condition of your use of the Platform, you warrant that you will not use the Platform for any purpose that is unlawful or prohibited by these Terms of Use. Duplicating Enzo Health's processes, or re-engineering these applications would be considered a violation of law. Your access to the Platform is licensed and not purchased. If you breach any provision of these Terms of Use, your authorization to use the Platform automatically terminates and you must immediately destroy any downloaded or printed materials owned by Enzo Health.

Enzo Health will use commercially reasonable efforts to assure you continuous access to the Platform. You agree that from time to time the Platform may be momentarily inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Enzo Health may undertake from time to time; or (iii) causes beyond the control of Enzo Health or that are not reasonably foreseeable by Enzo Health. We may, in our sole discretion and without prior notice, modify the Platform and remove or alter functionality at any time.

The contents of the Platform, including the text, images, audio, and video, are copyrighted and may not be distributed, modified, reproduced, or used, in whole or in part, without the prior written consent of Enzo Health, except that you may download content from the Platform to any single computer for your personal, non-commercial (except with regard to your use of inherent functionality provided through the Platform) use only, provided you keep intact all copyright, trademark, and other proprietary notices and comply with any applicable end user license agreements. For purposes of these Terms of Use, any use of these materials on any other website or networked computer environment for any purpose is prohibited. All trademarks, service marks, icons, and logos used in the Platform are the trademarks, service marks or logos of Enzo Health or their respective owners. Except for ADA accessibility purposes, you may not use any automated systems (e.g., robots, crawlers, spiders, artificial intelligence, machine learning) to access or view the Platform. The Platform has several accessibility options to enable use of our Platform for everyone regardless of their circumstances. In the event our ADA accessibility options are not sufficient, and your particular circumstances require using automated systems on the Platform, please contact us through email at support@enzo.health for an accommodation. You agree not to collect personally identifiable information of other users of the Platform or to sell or otherwise exploit that information. Any rights not expressly granted by these Terms of Use, or any applicable end user license agreements, are reserved by Enzo Health and/or its vendors and licensors. You shall not and shall not allow any third party to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Platform, except to the extent expressly permitted by applicable law; (ii) use the Platform to develop a competing product or service; (iii) use the Platform (a) for any purpose for which it was not designed, or (b) inconsistent with any online documentation we provide; and (iv) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Platform, or any other products or materials made available through the Platform.

You hereby accept full responsibility for the accuracy of the information, data, content, and other materials input in, uploaded to, or converted in the Platform (the “Content”), without limitation, regardless of the source. Enzo Health will store and provide secure access to the Content used as part of the Platform. Enzo Health will manage the Content in a secure environment and routinely backup the Content to prevent any major loss of data. Notwithstanding the foregoing, you agree that Enzo Health is not responsible for loss of Content for any reason, including, without limitation: (i) file transfers, (ii) Internet uploads/downloads; or (iii) Secure Internet File Text Transfer Protocol (FTTP).

You grant us a non-exclusive, world-wide, royalty-free license to use the Content for purposes of furnishing the Platform to you and the services and functionality available through the Platform. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Content to us for use as contemplated under this Section. Except for the license granted in this Section, nothing contained in these Terms of Use will be construed as granting us any right, title, or interest in your Content. You grant us a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty-free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from your use of the Platform and the Content (the “Aggregated Data”) for our business purposes, including the provision of products and services to our customers; provided the Aggregated Data is combined with similar data from our other customers and does not include (directly or by inference) any information identifying you or any identifiable individual. Enzo Health will not provide the Aggregated Data to third persons such as advertisers. The Aggregated Data will not be considered confidential or proprietary to you.

You represent and warrant to Enzo Health that: (a) you have the power and authority to enter into and perform your obligations under these Terms of Use; (b) you shall comply with all terms and conditions of these Terms of Use, including, without limitation, the Acceptable Use Policy set forth at Section 4 (Acceptable Use Policy); and (c) you have provided accurate and complete registration information, including, without limitation, your legal name, address and telephone number, e-mail address, contact information or person responsible for the account. With respect to the Content, you further represent and warrant to Enzo Health that you have all right, title, and interest necessary to upload the Content to the Platform and grant the rights provided above. You will not provide any Content that: (i) violates the intellectual property, privacy, publicity, or other rights of any individual or entity; (ii) is defamatory, obscene, threatening, harassing, or offensive; or (iii) violates any law, regulation, or rule. Enzo Health will have no liability related to the Content or your access to or use of any other user's Content, whether or not arising under the laws of copyright, defamation, privacy, obscenity, or otherwise.

You may provide suggestions, comments or other feedback (collectively, “Feedback”) to us with respect to the Platform. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you hereby grant us an irrevocable, non-exclusive, perpetual, worldwide, fully-paid-up, royalty-free license to use the Feedback in connection with our business, including the enhancement of our products and services.

You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Platform, which includes, without limitation: (a) editing or deleting important information used by you or other users in your organization; (b) providing access to the Platform to or permitting access to the Platform by anyone that does not have an authorized password; (c) accessing parts of the Platform not intended to be provided to you; (d) disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person or company; (e) creating a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication or the Content; (f) exporting, re-exporting or permitting downloads of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Platform or any other computer network, or harvesting content uploaded by other users of the Platform for any purpose; (h) disseminating or transmitting any material that contains viruses, trojan horses, worms, or any other malicious code, files, or programs designed to disable, interrupt, destroy, redirect, monitor another user's usage, limit, or otherwise inhibit the functionality of any computer software, hardware, or telecommunications equipment; (i) interfering with or disrupting the Platform or servers or networks connected to the Platform, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Platform; or (j) engaging in any other activity deemed by Enzo Health to be in conflict with the purpose or intent of these Terms of Use. In our sole discretion and without notice, we may remove any Content or other materials that violate or may violate the foregoing and suspend or terminate your access to the Platform.

You are solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Platform. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Platform with your password.

It is the policy of Enzo Health to respect your privacy. Enzo Health will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Enzo Health has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any authority; (ii) protect and defend the rights or property of Enzo Health; (iii) enforce these Terms of Use; or (iv) protect the interests of users of the Platform other than you. Your IP address is transmitted and recorded with each message you send from the Platform. Please review Enzo Health's Privacy Policy located at www.enzo.health/privacy for details on the manner in which we collect, use, disclose and otherwise manage your personal information.

These Terms of Use are effective upon your acceptance as set forth herein and shall continue in full force until terminated. Enzo Health reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable your access to all or any portion of the Platform; (b) suspend your access to or use of all or any portion of the Platform; and (c) terminate these Terms of Use.

THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE PLATFORM IS AT YOUR SOLE RISK. ENZO HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ENZO HEALTH MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE PLATFORM. ENZO HEALTH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, OR NON-INFRINGEMENT, IN RELATION TO THE PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENZO HEALTH OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE OUR OBLIGATIONS UNDER THESE TERMS OF USE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ENZO HEALTH, ITS AFFILIATES, VENDORS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ENZO HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Both parties acknowledge that their respective employees and agents may come into contact with Confidential Information during the performance of these Terms of Use. They understand that disclosing such information could violate the rights of certain individuals and entities, including both parties. “Confidential Information” refers to nonpublic information that a reasonable person would consider to be confidential, including personal identifying information (such as social security numbers and driver's license information) and trade secrets, as defined by applicable state law. Each party agrees not to disclose any Confidential Information belonging to the other party and shall take all reasonable and appropriate measures to prevent such disclosure by their employees or agents. The obligations of confidentiality stated in these Terms of Use will remain in effect even after the termination or cancellation of these Terms of Use. However, this obligation of confidentiality does not apply to information that: (a) is already in the public domain, either at the time of disclosure or thereafter, except in cases where a party or its employees or agents breach these Terms of Use; (b) is scanned, stored and saved on local computers by either party that are the responsibility of such party; (c) is received from a third party who has the right to disclose it to the receiving party; or (d) is the subject of a legitimate request for disclosure under open records laws or similar applicable laws governing the public disclosure of these Terms of Use.

At Enzo Health's option and request, you will, at your own expense, indemnify, defend, and hold Enzo Health, its shareholders, directors, officers, members, employees, agents, successors, co-branders, suppliers, and associates, harmless from and against any losses, costs, damages, debts, fines, sanctions, expenses, or liabilities, including reasonable costs and attorney's fees, arising out of any claims, demands, actions, or allegations asserted by any person, relating to: (a) your use of the Platform, including any data or work transmitted or received by you; (b) any libelous, slanderous, indecent or other statement concerning any person made or republished by you; (c) the unauthorized access of the Platform through your account; (d) your actual or alleged breach of these Terms of Use; (iii) your violation of any applicable law or regulation of any jurisdiction; or (iv) arising out of the Content. You shall not enter into a settlement or stipulated judgment of the foregoing without Enzo Health's prior written consent.

Although Enzo Health attempts to ensure the integrity and accurateness of the Platform, it makes no guarantees whatsoever as to the correctness or accuracy of the Platform or any information made available through it. It is possible that the Platform and information could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform Enzo Health so that it can be corrected. Information contained on the Platform may be changed or updated without notice. Enzo Health reserves the right to unilaterally correct any inaccuracies on the Platform without notice. Additionally, Enzo Health shall have no responsibility or liability for information, products, or Content posted to the Platform from any non-Enzo Health affiliated third party.

Enzo Health makes no representations whatsoever about any other website that you may access through the Platform. When you access a non-Enzo Health site, please understand that it is independent from Enzo Health, and that Enzo Health has no control over the content on that website. In addition, a hyperlink to a non-Enzo Health website does not mean that Enzo Health endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to the Platform, you do so entirely at your own risk.

You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which you may access the Platform regarding access, use, export, re-export and/or import of any content provided through the Platform. You acknowledge and agree that you will not export or import any Platform content to any country to which export or import is restricted under United States law, that you are not a national of any such country, and that the Platform content will not be used in the design, development or production of nuclear, chemical or biological weapons.

These Terms of Use are entered into in the State of Utah and shall be governed by and construed in accordance with the laws of the State of Utah, exclusive of its choice of law rules requiring or permitting the application of the laws of a different jurisdiction. Subject to Section 16 (Disputes; Mandatory Arbitration), all disputes arising under these Terms of Use shall be resolved in the state and federal courts located in Utah, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts. Each party hereby irrevocably waives any and all objections which it may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Utah and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Utah.

The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in Section 14 (Choice of Law; Venue) pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this Section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions, or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts of the State of Utah.

Except for cases involving claims for injunctive relief, you and Enzo Health agree that all controversies, claims, counterclaims, or other disputes arising between you and Enzo Health relating to these Terms of Use or arising out of your access to or use of the Platform (each a “Claim”) may be resolved through binding and final arbitration instead of through court proceedings, if elected by Enzo Health at its sole discretion. This agreement to arbitrate means that you and Enzo Health each waive your respective rights to a jury trial. Any and all Claims must be submitted for binding arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures that are in effect at the time arbitration is initiated (“JAMS Rules”). If you decide to initiate arbitration, you agree to pay an arbitration Initiation fee of $250 (unless the fee is waived as discussed below), and the remainder of the arbitration initiation fee and all other costs of the arbitration proceeding, including the arbitrator's fees, to the extent permitted by applicable law. Notwithstanding the venue selected in Section 14 (Choice of Law; Venue), the arbitration will be held at a location where you reside unless you and Enzo Health both agree to another location or telephonic arbitration.

For information on filing your Demand for Arbitration, you may contact JAMS toll free at (800) 352-5267. To start an arbitration, you must do all of the following:

In the event Enzo Health elects to start an arbitration with you, Enzo Health must write a Demand for Arbitration and send two (2) copies of it to JAMS and serve one (1) copy of Enzo Health's Demand for Arbitration to you at the contact information that we have on file for you. Enzo Health will pay all costs of the arbitration proceeding, including the arbitrator's fees, for any arbitration that Enzo Health commences.

The arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with JAMS Rules. The arbitrator will render an award in accordance with JAMS Rules. Any award may be challenged if the arbitrator awards any relief that could not be awarded under the laws of the state in which the arbitration is held or in which the award is to be enforced. Except for the foregoing, the arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any federal or state court that has jurisdiction. You and Enzo Health agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

The terms of this Section do not preclude you or Enzo Health from seeking action by federal, state, or local government agencies. You and Enzo Health also have the right to bring qualifying Claims in small claims court. In addition, you and Enzo Health retain the right to apply to any court of competent jurisdiction for public injunctive relief and/or provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.

Neither you nor Enzo Health may act as a class representative, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Enzo Health's individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. Accordingly, you and Enzo Health agree that the JAMS Class Action Procedures do not apply to Enzo Health's arbitration. This arbitration provision and the procedures applicable to the arbitration contemplated by this provision are governed by the Federal Arbitration Act, notwithstanding any state law that may be applicable.

A court may sever any portion of this Section that it finds to be unenforceable, except for the prohibitions on any Claim being handled on a class or representative basis. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other portion of these Terms of Use. This Section will survive the termination of your relationship with Enzo Health and any termination of your access to and/or use of all or any part of the Platform.

The parties and their respective personnel are and shall be independent contractors and neither party by virtue of these Terms of Use shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

No waiver of any term, provision or condition of these Terms of Use, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

If any provision of these Terms of Use is determined to be illegal or unenforceable, then such illegal or unenforceable portions of the provision will be deemed to be severed from these Terms of Use and the remaining portions of the provision will be enforced to the maximum extent possible and the other provisions of these Terms of Use will remain fully effective and enforceable.

All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either parties' last known post office, facsimile or e-mail address, respectively. You hereby consent to notice by email. All notices to Enzo Health shall be directed to the Enzo Health headquarters at the address below or to such other address as Enzo Health may, from time to time, provide to you.

Notice to Enzo Health: Enzo Health Technology, Inc.
2701 N Thanksgiving Way Suite 100, Lehi, UT 84043

Except as set forth in Section 16 (Disputes; Mandatory Arbitration), if any action in law or in equity is necessary to enforce the terms of these Terms of Use, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

The captions and headings of these Terms of Use are included for ease of reference only and will be disregarded in interpreting or construing these Terms of Use.

If the performance of any part of these Terms of Use by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

The terms and provisions of Sections 2 (Representations and Warranties), 3 (Feedback), 4 (Acceptable Use Policy), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Confidentiality and Data Security), 10 (Indemnification), 12 (Links or Pointers to Other Platforms), 14 (Choice of Law; Venue), 15 (Process), 16 (Disputes; Mandatory Arbitration), and 17 (Miscellaneous) shall survive any termination or expiration of these Terms of Use.

These Terms of Use constitute the complete and exclusive statement of the agreement between the parties with respect to the Platform and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Platform.