TERMS AND CONDITIONS
Welcome. Prehab Technologies, LLC d/b/a Prenovo ("Prenovo", “Prenovo Prepare”, "we," or "us") provides a solution to engage you in improving your health as an active partner in your healthcare journey through web-based technology. Prenovo Prepare coordinates your personalized care plan activities and engagement history for you to share with your healthcare provider (collectively, “Services”). Please read the following important Terms and Conditions (“Terms”) carefully. By using the Services, you are agreeing to the Terms. Please contact us at email@example.com if you have any questions or suggestions.Prenovo Prepare coordinates clinical decision-making, personalized care plan activities and patient engagement from consultation through recovery (collectively, “Services”). Please read the following important Terms and Conditions (“Terms”) carefully. By using the Services, you are agreeing to the Terms. Please contact us at firstname.lastname@example.org you have any questions or suggestions.
Use of the Services
You must be at least 18 years old to use the Services.You will need to create an account to access the Services. When you create an account for our Services, you must provide us with accurate and complete information, as prompted by the sign-up steps, and keep that information up to date.
You are responsible for maintaining the confidentiality of any and all actions that take place while using your account, and you must notify us right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.
Service Updates, Changes and Limitations
Our Services continue to evolve to be more useful. The form and functionality of the Services may change without prior notice to you. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
We may develop and provide updates for certain Services from time to time. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You expressly consent to our automatic Updates. Further, you agree that the Terms (as modified from time to time) will apply to any and all Updates to the Services. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service.
Service Monitoring and Suspension
We may change, suspend, or discontinue any or all of the Services at any time. We may also deactivate, terminate or suspend your account at any time: if we, in our sole discretion, determine that you are or have been in violation of these Terms, if we, in our sole discretion, determine that you have created risk or possible legal exposure for Prenovo, in response to requests by law enforcement or other government agencies, upon discontinuance or material modification of any Services, or due to unexpected technical issues or problems. We will endeavor to notify you by email (or at the next time you attempt to access your account) after any such deactivation, termination or suspension.
We care about the security of our subscribers. While we work hard to protect the security of your personal data and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us at email@example.com immediately of any actual or suspected breach or unauthorized access or use of your account.
Consent to Receive Communications
We may contact you in connection with your use of the Services. After signing up for an account, you may receive periodic email communications regarding the operations of our Services. You cannot opt out of receiving these communications while you continue to use our Services. You may also receive periodic educational materials that we believe might be of interest to you.
For purposes of these Terms: (i) the term “Content” means any creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, text, ideas, communications, information, data, software, scripts, executable files, graphics, maps, routes, geo-data, personalized care plans, sleep activity, annotations, nutrition information, recipes, interactive features, designs, copyrights, trademarks, patents, sounds, applications and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services; (ii) the term “User-Generated Content” means any Content that you and other subscribers of the Services submit, transfer, or otherwise provide to or through the use of the Services. Content includes, without limitation, all User-Generated Content; and (iii) the term “Other Content” means all Content that is not User-Generated Content.
Ownership of Content
You own the Content that you create, and we own the Content that we create. All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services and Other Content belong to Prenovo and/or its collaborators or applicable third parties. You retain ownership, responsibility for, and/or other applicable rights in the User-Generated Content that you create, and Prenovo and/or its collaborators or third parties retain ownership, responsibility for and/or other applicable rights in all Other Content. Except as expressly provided in the Terms, nothing in the Terms grants you a right or license to use any Other Content, including any content owned or controlled by any of our collaborators or other third parties. You agree that you will respect the intellectual property rights of others and represent and warrant that you have all of the necessary rights to grant Prenovo a license (described below) for all User-Generated Content you submit in connection with the Services.
Our License to You
Please respect our intellectual property rights and only use our Services the way they are intended to be used. You acknowledge and agree that the Services, any necessary software used in connection with the Services (if any), and the Other Content contain proprietary and confidential information that is protected by applicable intellectual property and other laws. We grant you a limited, revocable, personal, non- transferable, and non-exclusive right and license to access and use the Services and Other Content, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Other Content or Services to anyone else.
Except as expressly permitted by law or authorized by Prenovo, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the Services’ software or any Other Content offered as part of the Services (other than User-Generated Content), in whole or in part.
The Services, with the exception of certain products and services provided though the Prenovo-branded websites and certain widgets that we make available as tools for website owners (collectively, the “Commercial Tools”) are intended only for your personal, non-commercial use. You may not use the Services (other than certain Commercial Tools) to sell a product or service, increase traffic to your own website or a third-party website for commercial reasons, such as advertising sales, or otherwise undertake any endeavor aimed at deriving revenue. If you seek to make commercial use of the Services other than through the Commercial Tools, you must enter into an agreement with us to do so in advance.
You may only use the Other Content and Services for legally permitted purposes. You may not use the Services, or any Other Content or other information displayed on or made available by the Services to stalk, harass, abuse, defame, threaten, or defraud others.
Your License to Us
When you post content in connection with the Services, it still belongs to you – however, you are giving us permission to use that content in certain ways in connection with our Services and make the content available to others. We can edit or remove your content from our products and services at any time for any reason.
When you provide User-Generated Content to Prenovo through the Services, you grant Prenovo and our third-party collaborators a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), commercialize, create derivative works of, and otherwise exploit such User-Generated Content in connection with any and all Services. You acknowledge and agree that you are not entitled to any compensation or other payment from us in connection with the use of your User-Generated Content.
We reserve the right to monitor, remove or modify User-Generated Content for any reason and at any time, including User-Generated Content that we believe violates these Terms, the Community Guidelines, and/or our policies.
Please keep in mind that when you make something publicly available on the Internet, it becomes practically impossible to take down all copies of it in the future. Following termination of your account, or if you remove any User-Generated Content from the Services, Prenovo and its third-party collaborators may retain and continue to use, store, display, reproduce, share, modify, create derivative works, perform, and distribute any of your User-Generated Content that otherwise has been stored or shared through Prenovo. Accordingly, the license you grant to Prenovo to your User-Generated Content continues even if you stop using the Services.
We value hearing from you and we are always interested in learning about ways we can make Prenovo better. If you choose to submit comments, ideas or feedback, you should submit the idea through firstname.lastname@example.org, and you agree that we are free to use the ideas you submit without any restriction or compensation to you. By accepting your submission, Prenovo does not waive any rights to use similar or related feedback previously known to Prenovo, developed by our employees, or obtained from sources other than you. You certify and represent that the information or feedback you submit to us through the Services is not confidential or proprietary information.
Prenovo owns or licenses all Prenovo trademarks, service marks, branding, logos, and other similar assets (“Prenovo Trademarks”). Please do not copy, imitate, modify, display or otherwise use the Prenovo Trademarks (in whole or in part) without our prior written approval.
We respect copyright laws. If you believe that any Content infringes copyright under U.S. law, please send us a notice of a suspected copyright violation with the following information in your notice:
Your notice must be signed (physically or electronically) and must be addressed as follows: Copyright Notice, c/o Prenovo, 103 E. Liberty, Suite 201, Ann Arbor, MI 48104 email@example.com.
You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid. The information provided in a notice of copyright infringement may be forwarded to the party who posted the allegedly infringing content. In the U.S., under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Third Party Links and Services
Our Services may link to, interact with or be available on third-party services or products. If you access such third-party services or products, be aware that different terms and privacy policies may apply to your usage of those services.
You may be able to access certain third-party links, applications or content (“Third-Party Applications”) via accounts related to our Services. If you choose to access these Third-Party Applications, you may be requested to log-in and sync your accounts with those applications. You are in no way obligated to use any Third-Party Applications, and your access and use of such applications is entirely at your own risk. If you opt to use Third-Party Applications via your account with us, they may gain access to certain information that you have provided to us, including Personal Data, and they will use, store, and disclose such information in accordance with their individual privacy policies and terms and conditions. We have no liability or responsibility for the privacy and information security practices or other actions of any Third-Party Applications that you choose to access through your accounts with us. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications. Our Services may contain links to third-party websites, content, advertisers, services, promotions, special offers, or other events or activities (“Third-Party Content”) that are not owned or controlled by us. We do not endorse or assume any responsibility for Third-Party Content. If you access or pay for Third-Party Content, you do so at your own risk and you agree that we have no associated liability.
Our Services may be accessed on third-party devices or other products (“Third Party Products”), and your ability to use certain features of the Services may require you to purchase Third-Party Products (e.g., fitness trackers). While we may recommend, promote or market the products of certain collaborators, we have no responsibility for your acquisition or use of any Third-Party Products, and we do not guarantee that Third-Party Products will function with the Services or will be error-free. We hereby disclaim liability for all Third-Party Products, including any Third-Party Products offered by our collaborators.
To use or access our applications, you will need a compatible device. We also cannot guarantee that the applications will be compatible with, or available on, your device. We do not charge for use of some basic applications; however, you may need to pay some fees to use certain premium applications or features. Your phone company’s normal messaging, data, and other rates and fees will still apply.
By using our applications, you expressly agree that we may communicate with you regarding the Services or respond to your communications to us through the Services by SMS, MMS, text message, or other electronic means directed to your device and that certain information about your usage of the applications may be communicated to us.
We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our applications, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
It is important to us that you stay healthy while using our Services. Please be responsible and use your best judgment and common sense. We provide our Services for information purposes only and cannot be held liable if you get injured or something goes wrong.
Wellness Program - Safety First
Prenovo cares about your safety and well-being. You must consult with your healthcare provider(s) and consider the associated risks before using our Services in connection with any physical activity or wellness program. By using our Services, you agree, represent and warrant that you have received consent from your physician to participate in our wellness program, workouts, exercises or any of the related activities made available to you in connection with the Services. Your participating in the activities promoted by our Services is at your own risk. If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with those activities. Activities promoted by the Services may pose risks even to those who are currently in good health.
You expressly agree that your wellness activities, which may generate User-Generated Content you post or seek to post on or via the Services (e.g., running, walking, physical activity) and certain Third-Party Activities carry certain inherent and significant risks of property damage, bodily injury or death and that you voluntarily assume all known and unknown risks associated with these activities, even if caused in whole or part by the action, inaction or negligence of Prenovo or by the action, inaction or negligence of others.
Except as otherwise set out in these Terms, and to the maximum extent permitted by law, we are not responsible or liable, either directly or indirectly, for any injuries or damages that are sustained from your physical activities or your use of, or inability to use, any Services or features of the Services, including any activities that you access or learn about through our Services (e.g., a Third-Party Activity such as a yoga class), even if caused in whole or part by the action, inaction or negligence of Prenovo or by the action, inaction or negligence of others. To the maximum extent permitted by law, you also expressly agree that we do not assume responsibility for any Third-Party Activity or any other race, contest, class, athletic activity or event that utilizes or is promoted by or accessed via the Services.
Wellness Program - Not Medical Advice
We aim to provide useful general information for our subscribers, not professional medical advice. The Services are not medical devices, and the data provided by them is not intended to be utilized for medical purposes and is not intended to diagnose, treat, cure or prevent any disease, ailment or injury. To the maximum extent permitted by law, you expressly agree that we are not providing medical advice via the Services. All Content provided through the Services, whether provided by us or by third parties is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, or (b) a visit, call or consultation with your physician or other medical professionals. We are not responsible for any health problems that may result from wellness programs, consultations, products, or events you learn about through the Services. Should you have any health-related questions, please call or see your physician or other healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately.
Your use of the Services does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between Prenovo and you.
Wellness Program - Not Medical Advice - Accuracy
The Services are intended to provide you with information to encourage you to support your wellness and fitness activities. Some of the Services are aimed at tracking your physical movements (“Activity Tracking Services”). These Activity Tracking Services rely on sensors and/or GPS functionality that track your movement or body at rest. The data and information provided by the Activity Tracking Services are intended to be a representation of your activity, but may not be completely accurate, including with respect to step, sleep, speed, distance, or calorie data.
Updates to Terms
Prenovo reserves the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email, where practicable, and otherwise through the Services (such as through a notification on the home page of the Prenovo websites or in our applications). Modifications will not apply retroactively unless required by law.
We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In those cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your use of the Services following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.
We may also require you to agree to additional terms, rules, policies, guidelines, or other conditions (“Product-Specific Terms”) that are specific to certain Services (for example, survey collection used for program improvements). In those cases, you may be required to expressly consent to Product-Specific Terms. For instance, you might need to check a box or click on a button marked “I agree.” If any of the Product-Specific Terms are different than the Terms, the Product-Specific Terms will supplement, amend, or supersede the Terms, but only with respect to the subject matter of the Product-Specific Terms.
EXCEPT WHERE PROHIBITED BY LAW, PRENOVO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS.
Limitation of Liability
To the maximum extent permitted by law, under no circumstances (including, without limitation, negligence) shall Prenovo, its subsidiaries, affiliates, collaborators and/or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party using the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Prenovo has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose.
In particular, to the extent permitted by law, we are not liable for any claims arising out of (a) your use of the Services (including, but not limited to, your participation in any activities promoted by or accessed via the Services), (b) the use, disclosure, display, or maintenance of your Personal Data and/or Location Data, (c) any other interactions with us or any other subscribers using the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.
To the extent permitted by law, you acknowledge and agree that we offer the Services and set the price for the Services in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms. To the extent permitted by law, you also acknowledge and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and us and that these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
To the maximum extent permitted by law, you agree to indemnify and hold Prenovo, its subsidiaries, affiliates, suppliers and other collaborators harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, (c) your activities in connection with the Services, (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any Personal Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another subscriber in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
Terms shall be governed by and construed in accordance with the laws of the State of Michigan and controlling U.S. federal law as applicable, without regard to its conflict of law principles.
Disputes and Arbitration, Jurisdiction and Venue
To the maximum extent permitted by law, you and Prenovo agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Services under the rules of the American Arbitration Association. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
Any arbitration between you and us, to the extent necessary, will be conducted in Ann Arbor, Michigan, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum.
The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim. You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your use of the Services: (a) you are giving up your right to have a trial by jury; (b) you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and (c) you must file any claim within one (1) year after your claim arose or it is forever barred.
If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Ann Arbor, Michigan, and you and we hereby submit to the personal jurisdiction and venue of these courts.
This agreement to arbitrate will not preclude you or Prenovo from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Prenovo from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Prenovo’s intellectual property rights.
In the event of any litigation or arbitration arising from or related to these Terms, or the Services provided, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration.
Even if you stop using the Services, certain Terms will still apply.
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation the Sections captioned Ownership of Content, No Warranties, Limitations of Liability and Indemnification.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services.
Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of that right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.
Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
If you have any feedback, questions or comments about the Services, please contact us by email at firstname.lastname@example.org or by mail at: Prenovo, 103 E. Liberty, Suite 201, Ann Arbor, MI 48104, and include the subject as “Terms and Conditions”. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.