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Atropos Terms of Service

Last Updated: October 2, 2024

These Atropos Terms of Service (“Terms”) set out terms and conditions for you or the entity you represent (“you”) to access and use the websites, mobile applications, products, services, and other resources, including Atropos’s evidence platform GENEVA OS and ChatRWD (collectively, the “Platform”) and the reports and other output it generates (“Deliverables” or “Reports”) (collectively, the “Services”) provided by Atropos Health, Inc., a Delaware corporation and its affiliates (“Atropos”, “we”, “us”, or “our”). By using the Services, you agree to these Terms. These Terms govern your use of the Services and create a binding legal agreement that we may enforce against you in the event of a violation, unless you and Atropos have entered into a written Master Services Agreement (“MSA”), in which case such MSA, and not these Terms, will govern your access to and use of the Services covered by the MSA. If you do not agree to all of these Terms, do not use the Services.

 

SECTION 18 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

 

  1. Eligibility. You must be at least eighteen (18) years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years old, and (b) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. 
  2. Account Registration. In order to use the Services you must register for an account (or permit Atropos to register an account on your behalf). Registration requires you to provide us with your name, email address, and in some cases your profession, specialty, and other information specified in the registration form (“Registration Information”), and to select a username and password that will be associated with your account. You agree that your Registration Information is true, accurate, current, and complete, and you will promptly update your Registration Information as necessary so that it continues to be true, accurate, current and complete. We may attempt to verify the accuracy of the Registration Information that you have provided and update it as necessary. You are solely responsible for maintaining the confidentiality and security of your Atropos account username and password and you may not permit another person to use your username and password to access the Services. You are responsible for all activity that occurs under your account. If you believe that the security of your account information has been compromised, you should immediately change your username and password through the account settings feature or notify us and we will assist you. We will have no liability for any unauthorized access to or use of your account information.
  3. Role of Atropos and Disclaimer. You acknowledge that Atropos is not engaged in rendering medical, pharmacologic or health care advice or services and the professional duty to the patient in providing healthcare services lies solely with the applicable healthcare provider and/or medical facility (“Medical Facility”). Deliverables are intended to be a supplement to, and not a substitute for the knowledge, expertise, skill, and judgment of the Medical Facility in patient care. They are in no way intended to serve as a diagnostic service or platform, to provide certainty with respect to a diagnosis, to recommend a particular product or therapy or to otherwise substitute for the clinical judgment of a qualified healthcare professional. Atropos does not assume any responsibility for the actions of any Medical Facility which may result in liability or damages due to malpractice, failure to warn, negligence, or any other basis.If you are a consumer who chooses to access the professional-level information made available through the Services, you should not rely on that information as professional medical advice or use the Services as a replacement for any relationship with your physician or other qualified healthcare professional. For medical concerns, including decisions about medications and other treatments, consumers should always consult their physician or, in serious cases, seek immediate assistance from emergency medical personnel.You understand and agree that Atropos’s ability to provide the Services is dependent on your timely provision of relevant data and other materials and you agree to provide the same to Atropos in a timely manner and in the format as required by Atropos. Atropos is not liable for any delay or failure of performance to the extent caused by your delay in performing or failure to perform any of your obligations under these Terms, including your failure to provide the information necessary to generate a Deliverable.
  4. Access. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services and to view the information and materials made available through the Services, including User Content (as defined below) (collectively, “Atropos Content”) solely for your personal and professional use. You shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Atropos Content except as expressly permitted in these Terms. All rights not expressly granted herein are reserved by us and our respective licensors, as applicable.The Services may contain links to third-party websites or resources which are not part of Atropos. You agree that we are not responsible or liable for these websites and resources including, without limitation, their availability or the content and information that they provide. The inclusion in the Services of third party resources, including links to third party websites, does not imply our endorsement of these resources.
  5. User Responsibilities. You solely are responsible for (i) any User Content provided to Atropos, and (ii) the acts and omissions of any third party or authorized user who accesses the Services on your behalf or through your account, either with or without knowledge or consent. Except as required by law, you will not, and will not permit or encourage anyone else, to:
    1. Access or use the Services for purposes other than as permitted in the Agreements; use the Services for unlawful purposes or in a manner that violates any law or regulation; or commit fraud or falsify information in connection with any use of the Services;
    2. Except as expressly permitted under the Agreements, sell, license, rent, distribute, disseminate, or publish the Services, or any part thereof, or prepare any derivative works of or otherwise modify the Services;
    3. Obscure, remove, or alter any copyright notice or other intellectual property right markings, designations, or notices in or on the Services;
    4. Attempt to identify, including by inference, any individual who is the subject of any Deliverable or the source of any data included in the Platform;
    5. Use the Services to develop, create, produce, enhance, or add to any database; develop, assist in developing, or have developed on your behalf or any other person software, technology, or services that compete with or are substantially similar to the Services; access, use, or analyze the Services for any purpose that is to Atropos’s detriment or commercial disadvantage; or use the Services in a manner that infringes, violates, or misappropriates Atropos’s or any third party’s rights, including intellectual property rights and privacy rights;
    6. Use the Services for publicity purposes;
    7. Resell or redistribute the Services or any Deliverable (or any portion thereof or derivative work thereof) to any other party on a standalone basis;
    8. Use the Services for any for any invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
    9. Distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
    10. Interfere with the use of the Services, or the equipment used to provide the Services;
    11. Disable, interfere with or circumvent any aspect of the Services;
    12. Generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”);
    13. License, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way;
    14. Modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services; reverse engineer or decompile the Services to reach the source code of your Services; or
    15. Access the Services if you are a competitor of Atropos or do not meet the criteria specified by Atropos in order to access or use a particular Service.
  6. Use of Deliverables. You may only use Deliverables as permitted in and in accordance with these Terms, and all applicable law. You agree to carefully review and analyze all Deliverables. You are responsible for the adoption and implementation of any and all Deliverables and for all results and consequences of decisions made by or on your behalf. Atropos is not responsible for your use of or reliance on any Deliverables. You may not share, distribute, or disclose any Deliverable, or otherwise use any Deliverable for the benefit of any third party, except as explicitly permitted in these Terms.
  7. Consent to Use of Artificial Intelligence. The Services may include the option to engage large language model-based, generative AI applications (“AI”) as a part of the Services and, in particular, the generation of Deliverables (the “AI-Enabled Services”). If you choose to opt-in to the AI-Enabled Services, you understand and agree that the Deliverables may be generated, in part, by AI rather than a human being. Use of the AI-Enabled Services may offer certain potential benefits (e.g., faster turnaround times), but also present certain potential risks (e.g., delay caused by malfunctioning third party AI tool). By agreeing to these Terms, you represent and warrant that you have had the opportunity to consider the risks and benefits of the use of the AI-Enabled Services and that you have provided voluntary informed consent to the provision of the AI-Enabled Services to you.
  8. User Content.
    1. Generally. Certain features of the Services permit users to submit content, including, without limitation, text, images, figures, charts, graphics, reports, or data (“User Content”). User Content does not include Registration Information.
    2. Limited License Grant to Atropos. By providing User Content to or via the Services, you grant Atropos a worldwide, non-exclusive, royalty-free, perpetual, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, prepare derivative works based upon, modify for the purpose of formatting for display, train artificial intelligence on, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
    3. User Content Representations and Warranties. Atropos disclaims any and all liability in connection with User Content. You are solely responsible for ensuring that the User Content that you make available through the Services complies with applicable laws including, but not limited to, those related to privacy. Prior to submitting any User Content to the Services, you must remove any information that identifies an individual or could reasonably enable the identification of an individual, e.g., name, e-mail address, social security number, insurance number or other unique identification number, biometric identifiers, facial photographs, photographs of identifying marks such as tattoos or scars. You shall be solely responsible for any claims arising from your failure to de-identify User Content that you submit through the Services.
    4. By providing User Content via the Services, you affirm, represent, and warrant that:
      1. You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Atropos to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Atropos, the Services, and these Terms;
      2. Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not:
      3. infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      4. results in the violation of any applicable law or regulation, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) or any other applicable privacy laws; or
      5. slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Atropos to violate any law or regulation.
    5. Protected Health Information. You agree not to provide, transmit, otherwise disclose to, nor make accessible to the Services or to Atropos, any personal information or other information that identifies or could be used, either alone or in combination with other information, to identify any patient or other natural person that is subject to federal or state data protection laws, including without limitation, any Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder).
  9. Ownership; Proprietary Rights. The Services are owned and operated by Atropos. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Atropos are protected by intellectual property and other laws. All Materials included in the Service are the property of Atropos or its third party licensors. Except as expressly authorized by Atropos, you may not make use of the Materials. Atropos reserves all rights to the Materials not granted expressly in these Terms.
  10. Privacy Policy. The Atropos Privacy Policy provides information about our collection, use and disclosure of information about users of the Services. By accessing and using the Services, you agree to the terms of the Privacy Policy and acknowledge and agree that the Privacy Policy forms an integral part of these Terms.
  11. Feedback. You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Atropos with respect to the Services. You grant Atropos an as-is, non-exclusive, world-wide, perpetual, royalty-free, fully paid license to use the Feedback for any purpose, including the development and exploitation of its current and future products and services, without obligation of any kind to you. Feedback is voluntary and is provided entirely “as-is”, without warranties of any kind. All use of the Feedback is at Atropos’s sole risk and liability.
  12. Beta and Free Services. Atropos may make new features of the Services available to you or make portions of the Services available at no charge. Notwithstanding any other provision herein, Services provided at no charge (“Free Services”) or released as beta, pilot, limited release, non-production or evaluation (“Beta Features”) are made available to you “as-is” without any warranty, support, maintenance or other obligation of any kind. Atropos may terminate access to, or use of, a Free Feature or  Beta Feature at any time.
  13. No Medical Advice. Atropos is not a healthcare provider, and Atropos Content is not intended to provide medical advice, diagnosis or treatment or substitute for an individual patient assessment based on a qualified health care provider’s evaluation of each patient, including factors unique to such patient. Atropos is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or services, including health care services, that you may obtain through your healthcare provider. IF YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH, INCLUDING ANY MEDICAL CONDITION OR TREATMENT, PLEASE CONTACT YOUR HEALTHCARE PROVIDER OR, IF YOU HAVE A MEDICAL EMERGENCY, SEEK IMMEDIATE MEDICAL HELP OR CALL EMERGENCY SERVICES AT 911 (OR YOUR LOCAL MEDICAL EMERGENCY NUMBER).
  14. Changes to Terms.  Atropos may modify these Terms at any time and in our sole discretion. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Services. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  15. Term, Termination.
    1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Services and ending as described in this Section.
    2. Termination. Atropos may, at its sole discretion, terminate these Terms or your account on the Services, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by clicking the unsubscribe link in your account or contacting customer service at support@atroposhealth.com.
    3. Effect of Termination. Upon termination of these Terms: (a) your use rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay Atropos any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3, 5, 6, 8, 9, 16, 17, and 18 will survive.
    4. Modification of the Service. Atropos reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Atropos will have no liability for any change to the Services or any suspension or termination of your access to or use of the Services. If Atropos discontinues the Services, Atropos will provide you a refund of any unused portions of prepaid fees.
  16. Indemnification. You agree to indemnify, defend, and hold harmless Atropos and its Related Persons (as defined below) from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of the Services in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms.
  17. Disclaimer of Warranties; Limitation of Liability. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ATROPOS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER ATROPOS NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SERVICES. FURTHERMORE, ATROPOS DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND ATROPOS DISCLAIMS ANY LIABILITY RELATING THERETO.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ATROPOS OR THE RELATED PERSONS (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS OR USE OF THE SERVICES, EXCEED THE GREATER OF $50 OR THE AMOUNT YOU PAID TO US TO USE THE SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE ATROPOS AND ITS RELATED PERSONS’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY
  18. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ATROPOS TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ATROPOS.Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, YOU AND ATROPOS AGREE (A) TO WAIVE YOUR AND ATROPOS’S RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THESE TERMS, OR THE SERVICES, RESOLVED IN A COURT, AND (B) TO WAIVE YOUR AND ATROPOS’S RESPECTIVE RIGHTS TO A JURY TRIAL. Instead, you and Atropos agree to arbitrate Disputes through binding arbitration (which is the referral of a dispute to one or more persons charged with reviewing the dispute and making a final and binding determination to resolve it instead of having the dispute decided by a judge or jury in court) conducted by the American Arbitration Association (“AAA”) under the arbitration rules in effect at the time the arbitration is initiated (the “AAA Rules”) and under the rules set forth in these Terms. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern.Unless the parties agree otherwise, the arbitration will be conducted in New York, New York. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the AAA Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL.

    You and Atropos agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

    YOU AND ATROPOS EACH AGREE TO RESOLVE ANY DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PURSUE ANY DISPUTES ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

    YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR SUCH DISPUTE WILL BE FOREVER BARRED.

    These Terms, and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis in the state or federal courts of the State of Delaware and the United States, respectively, sitting in Newcastle County, Delaware.

    All parts of these Terms apply to the maximum extent permitted by law. Atropos and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

  19. No Waiver. No waiver by Atropos of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Atropos to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
  20. Complete Agreement. Except as expressly provided in a particular “legal notice” on the website, these Terms (including the Atropos Privacy Policy) constitute the entire agreement between you and Atropos with respect to your use (and prior use) of the Services.These Terms constitute the entire and exclusive understanding and agreement between Atropos and you regarding the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Atropos and you regarding Atropos and the Services provided.
  21. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, at our 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. Further, any of us may exercise the rights described in these Terms.
  22. Notices. Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in a written form and given: (i) by us via email (in each case to the email address included in your Registration Information); or (ii) by posting within the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
  23. Contact Us. If you have questions about the Services or these Terms, or you wish to provide feedback, please contact us at support@atroposhealth.com.
  24. Atropos Trademarks. Except as may be required by applicable law or regulation, you will not, without Atropos’s prior written consent, use the names, logos, tradenames, trademarks, or service marks of Atropos or its Affiliates.