Terms of use

Agreement to Terms

These Terms of Use constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”), and Trapeze Health, Inc. (“Company,” “we,” “us,” or “our”), concerning your access to and use of the trapezehealth.com website (the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

These Terms of Use govern your use of our public-facing website and are separate from any Master Services Agreement or other commercial contract that may be executed between Trapeze and its customers for the use of our software services.

We reserve the right, at our sole discretion, to make changes or modifications to these Terms of Use at any time. We will alert you about any changes by updating the “Last updated” date. It is your responsibility to review these Terms of Use periodically. You will be subject to, and deemed to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms are posted.

Intellectual Property Rights

Unless otherwise indicated, the Site is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (the “Content”) and the trademarks, service marks, and logos (the “Marks”) are owned by us or licensed to us. The Content and Marks are provided on the Site "AS IS" for your information and non-commercial use only. Except as expressly permitted, no part of the Site and no Content or Marks may be copied, reproduced, or otherwise exploited for any commercial purpose without our prior written permission. We reserve all rights not expressly granted to you.

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make it available. As a user, you agree not to:

• Systematically retrieve data or content from the Site to create a collection or database without our written permission.

• Circumvent, disable, or otherwise interfere with security-related features of the Site.

• Disparage, tarnish, or otherwise harm, in our opinion, the Company or the Site.

• Use the Site in a manner inconsistent with any applicable laws or regulations.

• Attempt to upload or transmit viruses, Trojan horses, or other materials that interfere with any party’s uninterrupted use of the Site.

• Use any automated system, including but not limited to any spider, robot, or scraper, to access the Site without our written permission.

• Copy or adapt the Site's software.

• Decipher, decompile, disassemble, or reverse engineer any of the software that makes up the Site.

• Use the Site for any revenue-generating endeavor or commercial enterprise.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, or other feedback regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose without acknowledgment or compensation to you.

Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who violates the law or these Terms of Use; and (3) otherwise manage the Site to protect our rights and property and to facilitate its proper functioning.

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Site. We reserve the right, at our sole discretion and without notice, to deny access to and use of the Site to any person for any reason, including for breach of these Terms of Use.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times and may experience interruptions, delays, or errors.

Governing Law

These Terms shall be governed by and defined following the laws of the State of New York. Trapeze Health, Inc. and you irrevocably consent that the courts of the State of New York shall have exclusive jurisdiction to resolve any dispute.

Dispute Resolution

Binding Arbitration

Any dispute arising from or in connection with this contract shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC. The seat of arbitration shall be the State of New York. The governing law shall be the substantive law of the State of New York.

Exceptions to Arbitration

The following disputes are not subject to the binding arbitration provisions: (a) any disputes seeking to enforce or protect intellectual property rights; (b) any dispute related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT. WE WILL NOT BE LIABLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, ANY UNAUTHORIZED ACCESS TO OUR SERVERS, OR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE.

Limitations of Liability

Trapeze Health, Inc. shall not be liable for incidental, consequential, special, or punitive damages arising out of these Terms or your use of the Site. Our maximum liability shall not exceed the greater of (a) $100, or (b) the sum of fees paid by you to us over the 12 months immediately preceding the event giving rise to the cause of action.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, and employees, from and against any loss, damage, or claim made by any third party due to or arising out of your use of the Site or your breach of these Terms of Use.

User Data

We will maintain certain data that you transmit to the Site for the purpose of managing its performance. Although we perform regular backups, you are solely responsible for all data you transmit. You agree that we shall have no liability to you for any loss or corruption of any such data.

Electronic Communications, Transactions, and Signatures

Visiting the Site and sending us emails constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. You also agree to the use of electronic signatures and records.

Miscellaneous

These Terms of Use constitute the entire agreement between you and us. Our failure to exercise or enforce any right shall not operate as a waiver of that right. If any provision is found to be unlawful or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of the remaining provisions.

Contact Us

In order to resolve a complaint regarding the Site or to receive further information, please contact us at contact@trapezehealth.com.