Linus Health

Terms of Use

Last Updated: February 15, 2022

LINUS PLATFORM 

You have been granted access to Linus Health’s software-as-a-service platform (the “Platform”) that facilitates the administration of neurocognitive assessments (the “Assessments”). The Platform is not intended as a stand-alone or adjunctive diagnostic device. These Terms of Use (these “Terms”) govern your use of the Platform and are legally binding between you (also “User”) and Linus Health, Inc. (“Linus Health”, “Linus”, “we”, “our”, or “us”). If you do not agree to be bound by these Terms, please cease use of the Platform immediately. FAILURE TO ADHERE TO THESE TERMS MAY RESULT IN DAMAGES OR TERMINATION OF YOUR ACCESS TO THE PLATFORM. If your employer (or the entity that retains you if you are a contractor) (“Customer”) has entered into an agreement with Linus Health related to Customer’s use of the Platform (a “Platform Use Agreement”) and there is any conflict between these Terms and that Platform Use Agreement, the terms of the Platform Use Agreement shall control.

  1. Access to the Platform. Linus grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and access the Platform to facilitate the conduct of the Assessments with patients, study participants, senior living residents, or clinical trial participants (each a “Participant”). You acknowledge that the Platform may be hosted by a third-party cloud hosting service provider (the “Hosting Provider”). Although Linus Health will use a reputable Hosting Provider, Linus Health is not responsible for the acts or omissions of the Hosting Provider. 

  2. Changes to the Platform. We reserve the right to improve, enhance, modify, or discontinue features or functionality of the Platform at any time(collectively, “Modifications”). We will endeavor to minimize the impact of any Modifications, and will provide notice to you through the Platform or by email if the Modifications will affect the manner in which you use the Platform or how it functions.

  3. Security. We will maintain commercially reasonable security measures in providing the Platform to you. We reserve the right to suspend access to the Platform in the event of a suspected or actual security breach. We are not liable for any damages incurred in connection with any unauthorized access resulting from the actions or omissions of you, any Participant, or any third-party.

  4. Third Party Resources. The Platform may permit you to link to third-party software, third-party technology and/or provide links to third party websites, content, or resources (collectively, “Third Party Resources”). We are not responsible for the contents of any Third Party Resources, or any changes or updates to such Third Party Resources. Linus Health shall not be responsible or liable for any damage or loss caused or alleged to be caused by your use of or reliance on any content, goods or services available on or through any Third Party Resources.

  5. Devices. As part of your use of the Platform, Linus Health may provide you with equipment or hardware such as a tablet or digital pen (“Devices”). Linus Health has acquired the Devices from third party distributors or manufacturers (collectively the “Manufacturers”) as a convenience to you. Linus Health makes no representations or warranties with respect to the Devices, but will pass-thru any and all warranties received from the Manufacturers to the extent permissible. You shall: (a) keep the Devices free of all security interests; (b) protect the Devices from theft, unauthorized use or vandalism; (c) not remove any identification marks applied by Linus Health or the Manufacturer; (d) maintain the Devices in good condition and repair; (e) use the Devices with due care to prevent injury to any person or property; and (f) not modify the Devices in any way.

  6. Intellectual Property. The Platform and all of its enhancements, upgrades, modifications, customizations, derivative works, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Intellectual Property”) are the property of Linus Health. Linus Health will retain exclusive right and title to all patent, copyright, trademark, trade secret and all other intellectual property rights in the Intellectual Property. Nothing in these Terms will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Platform. 

  7. Confidentiality. Linus Health’s Intellectual Property as well as any other confidential or proprietary information related to Linus Health and/or the Program (“Confidential Information”) is confidential and may not be disclosed to any third parties without the express written consent of Linus Health. You will protect the confidentiality of Confidential Information in the same manner that you protect the confidentiality of your own proprietary and confidential information, but in no event less than a reasonable degree of care in protecting the Confidential Information. If you are compelled by law to disclose the Confidential Information, you will provide Linus Health with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at no cost to Linus Health, if we wish to contest the disclosure. You will return or destroy all of the Confidential Information when it is no longer needed or at the termination of these Terms, whichever comes first. Your obligations under this Section 6 will survive the termination of these Terms.

  8. Use of the Platform. You may use the Platform to perform the Assessments in accordance with these Terms. Usernames and passwords may not be transferred or shared by more than one individual. You shall use commercially reasonable efforts to maintain internet, hardware, software, and related systems at or above the industry standard requirements. You will promptly notify Linus Health immediately of: (i) any unauthorized access or use; (ii) if any Participant account information or passwords are lost or stolen; or (iii) if you become aware of any violation of these Terms by anyone including other Users or Participants. By using the Platform, each User represents that he or she is over 18 years of age. 

  9. Use of Personal Data. Personal Data (as defined below) may be requested from you and/or Participants as part of the Platform registration process and/or as part of the separate lifestyle questionnaire. For a User, this Personal Data is typically limited to your name, email address and telephone number, but may include other Personal Data as well. For Participants, Personal Data is typically limited to name, date of birth, education level, race, ethnicity, primary language, handedness and contact information but may include other Personal Data as well. ADD LIST OF 4-5 CHARACTERISTICSWe may collect and process Personal Data in order to: (a) provide access to the Platform to you, Customers and Participants; (b) present relevant data in reports and analyses; and (c) test, evaluate, benchmark, enhance and improve our products and services; and/or (d) because we are legally required to do so. Each User and Participant expressly grants us permission to use the Personal Data to contact them with respect to Platform-related inquiries, surveys, customer care, and technical support related to the Services. “Personal Data'' is information that identifies an individual or can be used to identify or contact an individual, e.g., name, email address, mailing address, phone number or internet protocol (“IP”) address. By using the Platform, you authorize us (collectively, the "Messaging Parties") to contact you using text messaging systems and automated email systems in order to provide any and all relevant information. The Messaging Parties are authorized to make such contacts using any telephone number or email addresses supplied to us.

  10. Data Analysis. You authorize us to collect, de-identify, aggregate, compile, analyze and/or use benchmarking, transaction or performance information or any other data collected or generated by the Platform, including any data which you provide to us or input into the Platform (collectively, “Analytic Data”). We may use or disclose Analytic Data in our discretion; provided that such Analytic Data shall be anonymous as to you and each Participant and will not contain personally identifiable information.

  11. Restrictions. Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Platform; (b) sell, license, distribute, assign, lease, rent, loan, or otherwise transfer the Platform, or make the Platform available to, or use the Platform on behalf of, any third party; (c) use any analytics, data, content, or other output created by or from the Platform on behalf of, or to perform any services for, any third party or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Platform, or (ii) to derive the source code or the underlying algorithms, structure or organization from the Platform; (e) remove, modify or obscure any proprietary notices within the Platform; (f) allow access to the Platform by anyone who is not expressly authorized by these Terms; (g) post or input any offensive, illegal or other inappropriate data or content to the Platform, post any data or content to the Platform which could give rise to civil or criminal liability, or post or input any data to the Platform which you do not have sufficient rights to input; (h) take any action which poses a security, operational or other threat to the proper functioning of the Platform; (i) provide access to the Platform to any person or entity that engages in unlawful or deceptive trade practices or (j) use your access to the Platform or any data outputs or predictions from our services to directly or indirectly, develop or improve a similar or competing product or service.

  12. Research Use. In the event the Platform is used in connection with a clinical trial or other study (“Research”), User is responsible for obtaining all prior authorizations for the Research required by law, including as applicable consent of Participants, investigational new drug application (IND) approval by the FDA and foreign equivalents and ethics committee approval. In the event the Research results in a publication, any such publication will comply with ICMJE guidelines and shall acknowledge use of the Platform in connection with such Research.

  13. Clinical Use. The following additional terms shall apply to any clinical use of the Platform:

  14. Personal Data.

    1. Personal Data. Customer owns or is legally entitled to upload the Personal Data, other Customer data, and other content uploaded into the Platform and will be solely responsible for the accuracy, quality, and completeness of Personal Data and its submission to Linus Health.

    2. Rights in Personal Data. Customer represents and warrants: (a) that it owns or is legally entitled to provide the Personal Data, other Customer data, and other content Customer provides or makes available to Linus Health; and that it will comply with all applicable laws and has obtained all necessary authorizations to disclose the Personal Data to Linus Health.

    3. License Grant. Linus Health is granted: a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid up, sublicensable right and license to use the Personal Data solely in an aggregated, de-identified and/or anonymized format such that Customer and Participants are not identifiable 

    4. Transfer of Data. In relation to Personal Data for residents of the EU, Customer consents to the transfer of such Personal Data to the U.S. and other jurisdictions not to the benefit of an adequacy decision for processing by Linus Health. Customer warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organizational measures, to satisfy its personal data export obligations. Linus Health shall take all reasonably practicable steps to comply with the applicable laws and industry standards applicable to its processing of Personal Data. These include the following provisions:

      1. Linus Health shall process the Personal Data only on documented instructions from the Customer as a data exporter. Customer may give such instructions throughout the duration of the contract.

      2. Linus Health shall immediately inform the Customer if it is unable to follow those instructions. 

      3. Linus Health shall process the Personal Data only for the specific purpose(s) of the transfer, unless further instructions are provided by the Customer as the Customer. 

      4. If Linus Health becomes aware that the Personal Data we have received is inaccurate, or has become outdated, we will inform Customer without undue delay. In this case, Linus Health shall cooperate with Customer to erase or rectify the Personal Data.

      5. Processing by Linus Health shall only take place for the duration specified by the parties. After the end of the provision of the processing services, subject to the terms of their agreement, Linus Health shall, at the choice of the Customer, delete all Personal Data processed on behalf of the Customer and certify to the Customer that it has done so, or return to the Customer all Personal Data processed on its behalf and delete existing copies. Until the data is deleted or returned, Linus Health shall continue to ensure compliance with these clauses. In case of local laws applicable to Linus Health that prohibit return or deletion of the Personal Data, Linus Health warrants that it will continue to ensure compliance with these clauses and will only process it to the extent and for as long as required under that local law. Linus Health will notify the Customer throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under this clause. 

      6. Linus Health during transmission and the Customer shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter “Personal Data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the Personal Data to a specific data subject shall, where possible, remain under the exclusive control of the Customer. In complying with its obligations under this paragraph, Linus Health shall at least implement the technical and organizational measures specified as required by law. Linus Health shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. 

      7. Linus Health shall grant access to the Personal Data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

      8. In the event of a Personal Data breach concerning Personal Data processed by Linus Health under these clauses, Linus Health shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. Linus Health shall also notify the Customer without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and Personal Data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. 

      9. Linus Health shall cooperate with and assist the Customer to enable the Customer to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to Linus Health.

      10. Where the transfer involves Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), Linus Health shall apply the specific restrictions and/or additional safeguards required by applicable laws.

      11. Linus Health shall only disclose the Personal Data to a third party on documented instructions from the Customer. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as Linus Health or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these clauses, under the appropriate Module, or if: 

        1. the onward transfer is to a country benefiting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; 

        2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

        3. the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

        4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

          Any onward transfer is subject to compliance by Linus Health with all the other safeguards under these clauses, in particular purpose limitation.

      12.  Linus Health shall promptly and adequately deal with inquiries from the Customer that relate to the processing under these clauses. 

      13. The Parties shall be able to demonstrate compliance with these clauses. In particular, Linus Health shall keep appropriate documentation on the processing activities carried out on behalf of the Customer.

      14. Linus Health shall make available to the Customer all information necessary to demonstrate compliance with the obligations set out in these clauses and at the Customer’s request, allow for and contribute to audits of the processing activities covered by these clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the Customer may take into account relevant certifications held by Linus Health. 

      15. The Customer may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of Linus Health and shall, where appropriate, be carried out with reasonable notice at its sole expense. 

      16. The Parties shall make the information referred to in paragraphs (n) and (o), including the results of any audits, available to the competent supervisory authority on request.

  15. Monitoring. Linus Health reserves the right to document, monitor or audit activities occurring through the Platform and/or investigate any allegation that any activity occurring through the Platform does not conform to these Terms and applicable laws. Customer shall not unreasonably hinder such monitoring or audit, and agree to provide information related to your use of the Platform as reasonably requested by Linus Health.

  16. Data Location and Data Privacy. Customer acknowledges that information will be stored in geographically diverse locations in accordance with applicable laws, rules and regulations, including applicable data protection laws. To the extent applicable, Customer agrees to abide by the privacy policy that may be posted within the Platform as may be updated from time to time.

  17. Disclaimer Of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, NEITHER LINUS HEALTH NOR ITS LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE USE OF OUR PLATFORM AND SERVICES. ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT, COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE HEREBY EXCLUDED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED STRICTLY ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LINUS HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, FREE OF ALL POSSIBLE VIRUSES OR OTHER HARMFUL CODE, OR THAT OPERATION OF THE LINUS PLATFORM WILL BE SECURE OR UNINTERRUPTED. USER UNDERSTANDS AND ACKNOWLEDGES THAT LINUS HEALTH IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR THE PROVISION OF HEALTHCARE SERVICES. THE PLATFORM IS NOT INTENDED TO BE USED TO DETERMINE THE LEVEL OR TYPE OF CARE TO BE PROVIDED TO ANY PARTICIPANT. 

  18. Indemnification. You will defend, indemnify, and hold Linus Health and our officers, directors, employees, contractors, successors and assigns harmless from and against any losses, costs, damages, liabilities, and expenses (including attorney fees and court costs) relating to (i) any claims, suits or proceedings arising out of or in connection with our use of data in accordance with these Terms; and (ii) any third party subpoena or compulsory legal order or process that seeks the data unless caused by the negligent acts or omissions of Linus Health.

  19. Limitation of Liability. To the extent permitted by law, in no event shall Linus Health, and our directors, officers, employees, agents, contractors, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages, including lost profits, lost revenue, lost savings, loss of data, or replacement costs, whether based in contract, tort or otherwise, arising from your use of the Platform. Our maximum liability related to your use of the Platform, our breach of these Terms or any other matter arising hereunder is Ten Thousand Dollars ($10,000).

  20. Arbitration. To the extent permitted by applicable law, these Terms and your use of the Platform shall be governed by and construed with the laws of the Commonwealth of Massachusetts, without reference to otherwise applicable principles of conflicts of law. Any dispute related to these Terms or your use of the Platform shall be submitted solely to arbitration before JAMS in its Boston, Massachusetts office. Customer and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the world having jurisdiction over such matters. To the extent that this provision is not permitted by applicable law, the parties agree that the law of the United Kingdom where Linus is active will govern and any dispute will be under the exclusive jurisdiction of the United Kingdom. LINUS HEALTH AND YOU WAIVE ANY RIGHT TO TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM.

  21. Assignment. These Terms will inure to the benefit of and be binding upon the parties, their successors and permitted assigns. Customer may not assign this Agreement without Linus Health’s written consent. We may assign any of our rights or delegate any of our duties under these Terms to any person or entity.

  22. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court to accomplish the objectives of the original provision to the extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

  23. Termination. Your access to the Platform will be terminated upon the cessation of the Assessments or in accordance with the Platform Use Agreement. In addition, Customer access to the Platform may be terminated earlier by us, for any reason including Customer breach of these Terms, your misconduct in using the Platform, or due to a security, operational, liability or other threat related to the Platform.

  24. Entire Agreement. These Terms reflect the entire agreement between us and you and supersedes all previous written or oral negotiations, commitments and writings. No modification or amendment of these Terms shall be valid unless in writing signed by us and Customer.

CONTACT US 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Linus Health

280 Summer Street, 10th Floor

Boston, MA 02210 

United States

legal@linus.health