TERMS AND CONDITIONS OF USE

7.Restrictions and Responsibilities

7.1. No Rights in Software.

This is an Agreement for services and access to the Service, and, except as expressly set forth herein, you are not granted a license to any software by this Agreement and nothing on the Service shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Service or any software, documentation, or data related to the Service ("Services"); remove any proprietary notices or labels from the Service or any Services; modify, translate, or create derivative works based on the Service or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any Software. If you are using the Service in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service, the Software, then you hereby covenant that, prior to engaging in such activities, you will first request that HPN perform such work at HPN standard professional services rates. HPN can then decide either to:

1. perform the work in order to achieve such interoperability and charge HPN then standard rates for such work to you;
2. permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or
3. provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.

7.2. Monitoring and Removal.

Although HPN has no obligation to monitor the content provided by you or your use of the Service, HPN may do so and may block any messages or campaigns, remove any content, including links, incentive, promotion or other language, or prohibit any use of the Service that HPN believes may be in violation of the foregoing or any other provision of this Agreement. You further understand and agree that HPN and any applicable third party who support, post, or publish your custom content have the right to reformat, edit, monitor, reject, block or remove any of your custom content at any time. In no case will the foregoing make HPN responsible or liable for compliance with any such laws or obligations, for which you remain solely responsible and liable.

7.3. Assistance.

You acknowledge that HPN may from time to time provide you with communications advice, coaching, template design, frequently asked questions and tips on best practices, and complying with applicable law, including sample communications, incentive, population health and other support considerations. You acknowledge that such assistance and information is provided as a convenience to you. We do not warrant or guarantee that use of or compliance with this information will be sufficient to comply with your obligations hereunder, applicable law or with third party rights.

7.4. Your Information and Content.

7.4.1. Your Information.

• In using the varied features of the Service, you may provide HPN with your contact information, personal health and other information and HPN may collect information about your use of the Service. The information HPN collects and how HPN may use this information is described in our Privacy Notice.

7.4.2. Submissions.

• If you submit any suggestions, business information, ideas, concepts or inventions or content to us through the Service or otherwise ("Submissions"), you agree such Submission is non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such Submission in any manner or in any media now known or hereafter created.

7.4.3. Sponsor Eligibility Data and Custom Content.

• If you are a Sponsor:
  • If an eligibility list is provided, HPN acknowledges your ownership rights with and use of such lists and data as more fully described in our Privacy Notice.
  • You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of your eligibility list and content, and you are responsible for maintaining, securing and storing your contacts and content in accordance with applicable law and any contractual obligations you may have (including this Agreement). You represent and warrant that you own or have secured all rights and interest in and to your contacts and content required for us to use your contacts and content as noted in this Agreement.
  • If your custom content includes adding a link:
    1. You may establish a link to one or more Service(s), provided that:
       1. the link is legal and not detrimental or damaging to and/or does not take unfair advantage of our reputation or business;
       2. the link is not for advertising or promotional purposes (unless we have expressly agreed to it);
       3. the link is not from any website which promotes any political or religious views, or promotes or depicts intolerance, hatred, discrimination, violence, pornography or illegal activity (websites of any such nature being referred to as an "Unacceptable Forum");
       4. the link does not falsely or misleadingly imply or suggest that we endorse, approve of or are associated with the linked website, its web pages or any of its contents; and
       5. framing of any Service on any other website is not allowed and you must not provide access to the Service or part of it under any other URL.
    2. HPN may withdraw your right to link to any Service without notice and at any time (acting in our sole discretion).
    3. Subject to these terms and to applicable additional terms you may only include links on any Service to third party websites or web pages if:
       1. the third party website is not an Unacceptable Forum, and the content of or linking to such third party websites or webpages does not breach any of the provisions set out in section 6;
       2. the terms of use of such websites or web pages allows such linking;
       3. links are clearly and visibly marked as such;
       4. the content of any linked website or web pages are relevant and clearly related to the content to which it is linked; and
       5. the link will not result in any automatic download.
    4. Where any Service and/or applications contain links to other websites, webpages, resources, or mobile services which are proprietary to third parties, other users, advertisers or sponsors, such websites, webpages, resources and mobile services are provided for your information only and you access them at your own risk. HPN is not liable or responsible for the content or operation of third party websites, webpages, resources or mobile services. You should read any applicable terms and conditions and privacy policies.
  • You hereby grant to HPN a revocable, non-exclusive, royalty-free license, with the right to use the eligibility data, and reproduce, publish, distribute, perform and display your custom content only as required by us to offer and operate the Services available to your eligible population as described in our Privacy Notice.