TERMS OF USE

Last Updated: September 11, 2024

THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN THE USER OR SUBSCRIBER OF THE SERVICES (“CUSTOMER” OR “USER” OR “YOU”) AND Atlas Health Group Inc. (“COMPANY” OR “ ATLAS” OR “ATLAS HEALTH” ” OR “WE” OR “US”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “CUSTOMER”, “USER”, “YOU”, AND “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS YOUR USE OF THE SERVICES, EVEN THOUGH IT IS ELECTRONIC AND IS NOT PHYSICALLY SIGNED BY YOU. YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS IN THIS AGREEMENT

Supplemental Terms. Supplemental terms and conditions or documents that may be posted on the Atlas Health (www.atlashealth.io)  website (“The Site”) from time to time are hereby expressly incorporated herein by reference. We reserve the right, at our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this Agreement on The Site, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review The Site to stay informed of updates to the Agreement. You will be subject to, will be deemed to have been made aware of, and to have accepted, the changes in any revised Agreement by your continued use of the Applications and Services after the date such revised Agreement is posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Services.

 
Services include the transmission and evaluation of anatomic and physiologic data (e.g. exercise performance, posture diagnoses, locations of pain/symptoms, ratings of discomfort, history of fractures or muscle damage, etc.) that is digitally stored and/or transmitted by you and/or your caregiver into Services for use in the design of your health activity schedule, programming, and all recommendations.

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 1.1         Subject to the terms of this Agreement, Atlas will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will select a username and password for Customer’s account.  Atlas reserves the right to refuse registration of or cancel usernames and passwords it deems inappropriate.

1.2         Subject to the terms hereof, Atlas will provide Customer with reasonable technical support services in accordance with Atlas’s standard practice.

 

2.1         Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any application software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services, or remove any proprietary notices or labels.  With respect to any Services that are distributed or provided to Customer for use on Customer devices, Atlas hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Services during the agreed term of service only in connection with the Services.

2.2         Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or any material related thereto, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3         Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and any Supplemental Terms, as noted above,  and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Atlas against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services not in compliance with the Agreement. Although Atlas has no obligation to monitor Customer’s use of the Services, Atlas may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4         Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, smart phones, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) and cellular or web services from telecommunication providers.  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

 

4.1         Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential information relating to the Disclosing Party (hereinafter referred to as “Proprietary Information” of the Disclosing Party). In some cases, Proprietary Information may be categorized as personal data, as that term is defined in applicable law (“Personal Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect Proprietary Information and Personal Data, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information, except where required by law.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was legally in its possession or known by the party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.  Customer is entitled to certain protections of its Personal Data under applicable regulations in several jurisdictions. Additional discussion of these protections is found in our Privacy Notice, provided here (www.atlashealth.io).

4.2         Customer shall own all rights, title and interest in and to its Personal Data.  Atlas shall own and retain all right, title and interest in and to (a) the Services and application software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

4.3         Notwithstanding anything to the contrary, Atlas shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Personal Data and data derived therefrom), and  Atlas will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Atlas offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 

4.4      CCPA.  Atlas will not retain, use, or disclose any Personal Data that, under the California Consumer Protection Act (“CCPA”), constitutes “personal information” (“CA Personal Information”) for any purpose other than for the specific purpose provided under this Agreement, including the processing of the Personal Data for direct marketing purposes, or as otherwise permitted by CCPA, including retaining, using, or disclosing the CA Personal Information for a commercial purpose (as defined in CCPA).  Atlas will not (a) sell any CA Personal Information; (b) retain, use or disclose any CA Personal Information for any purpose other than for the specific purpose provided under this Agreement, including the processing of the Personal Data for direct marketing purposes and  retaining, using, or disclosing the CA Personal Information for a commercial purpose (as defined in the CCPA) other than as necessary to fulfill obligations under this Agreement; or (c) retain, use or disclose the CA Personal Information outside of the direct business relationship between the Parties. Notwithstanding anything in the Agreement or any order form entered in connection therewith, the parties acknowledge and agree that Atlas’ access to CA Personal Information or any other Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement. 

5.1         Customer will pay Atlas the applicable fees (the “Fees”) for access and use of the Services on a monthly subscription basis. If Customer’s use of the Services exceeds the Services capacity limitation set forth on an applicable order form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Atlas reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined on the order form) or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Atlas has billed Customer incorrectly, Customer must contact Atlas no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to request an adjustment or credit.  Inquiries should be directed to Atlas’s customer support department (support@atlashealth.io).

5.2         We accept Visa, Mastercard, American Express, Discover, Apple Pay, Google Pay and PayPal forms of payment. Except as noted in Section 4.1, all sales are final and no refunds apply.

5.3         You agree to provide current, complete, and accurate purchase and account information for all purchases made for the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.  We bill you through an online billing account, including through app stores,  for purchases of the Services. Sales tax will be added to the price of purchases where required, as we determine. We may change the sale price of Services at any time. All payments shall be made in either U.S. Dollars..

5.4         You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

5.5      Customer shall be responsible for all taxes associated with the Services except for U.S. taxes based on Atlas’s net income.

6. TERM AND TERMINATION

6.1         Subject to earlier termination as provided below or as otherwise noted on the relevant order form, this Agreement is for the Initial Service Term of one (1) month and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2         In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.  WARRANTY AND DISCLAIMER

Atlas shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Atlas or by third-party providers, or because of other causes beyond Atlas’s reasonable control, but Atlas shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Atlas does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND ATLAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT WILL ATLAS BE LIABLE IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ATLAS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ATLAS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $250 USD. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND ATLAS’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS.

 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Atlas’s prior written consent.  Atlas may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties with regard to this license of the Services and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  This Agreement shall be governed by the laws of the State of Delaware. without regard to its conflict of laws provisions. 

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You may contact us at:

​ATLAS HEALTH

Altas Health Support

PO Box 11195

Blacksburg, VA 24062

Email: support@atlashealth.io