Last Updated - May, 2024
Appendix A: Detailed Terms and Conditions
DEFINITIONS. The following definitions will apply to capitalized terms used throughout this Agreement.
“Huma Data” means: (a) all data, software (in any form) and information Huma submits or transmits to Customer regarding Huma; (b) all data, records and information generated in Huma’s business or operations, including any information relating to Huma’s subcontractors and/or affiliates; (c) all Huma Intellectual Property (defined below), together with all derivative works of the Huma Intellectual Property (defined below); and (d) data, records or information occurring in any form, including written, graphic, electronic, visual, or fixed in any tangible medium of expression and whether developed, generated, stored, possessed, or used by Huma, Customer, or a third party if related to the items described in (a) through (c) above. Huma Data does not include PHI (defined below), any data or information that relates exclusively to Customer or Customer’s business, operations, or activities.
“Authorized User(s)” means the employees, consultants, agents, Participating Patients (defined below) and subcontractors of Customer that Customer authorizes to access the Software (defined below) on its behalf.
“Customer Data” means (a) all data and information Customer submits or transmits to Huma, excluding any PHI (as defined below) and/or Patient-Generated Health Data (defined below) necessary for the Services (defined below); and (b) data, records, and information Huma generates that relates directly to the Services (defined below) for Customer under this Agreement, exclusive of information, data or documentation that Huma generates for use in Huma’s business generally, relates to the performance and/or efficacy of Huma technology, products and services or for use with multiple customers and exclusive of De-Identified Customer Data as defined below.
“Customer Service” means the customer support line operated by Huma to assist customers with troubleshooting and questions regarding use of the Software (defined below).
“Device(s)” means the peripheral devices and any other equipment provided by Huma to Customer under this Agreement.
“Intellectual Property Rights” means any patent, invention, discovery, know-how, moral, technology, software, copyright, authorship, trade secret, trademark, trade dress, service mark, confidentiality, proprietary, privacy, intellectual property or similar rights (including rights in remote patient monitoring (“RPM”) applications, registrations, filings and renewals) that are now or hereafter protected or legally enforceable under state and/or Federal common laws or statutory laws or laws of foreign jurisdictions.
“Participating Patient(s)” means those patients of Customer’s practice that Customer has determined may benefit from care management services, including RPM that are enrolled through the Software (defined below), and that have agreed to the Terms of Use (defined below).
“Patient-Generated Health Data” means health-related data created, recorded, or gathered by or from patients (or family members or other caregivers) to help address a health concern.
“Patient Mobile App” means the mobile software application that receives Patient-Generated Health Data and relays it to Huma servers for storage/processing and displays a portion of the data collected to Participating Patients.
“Protected Health Information” or “PHI” shall have the meaning ascribed to such term in 45 C.F.R. 160.103.
“Provider Portal” means a web-based software platform that allows healthcare providers to view, track, and analyze their Participating Patients’ health data.
“Services” means the service offering(s) Customer purchases from Huma as indicated in the Services Agreement.
“Software” means the Patient Mobile App, the Provider Portal, all of the capabilities and functionalities associated with the Patient Mobile App and Provider Portal, and user support services provided by Huma.
“Terms of Use” means the agreement between each Authorized User of the Software and Huma.
TERM. The Services Term indicated in the Services Agreement constitutes the “Term” of this Agreement.
PAYMENT TERMS.
Fees. As compensation for the Services, Customer will pay Huma the fees indicated in the Services Agreement (“Fees”). All amounts set forth in this Agreement are denominated and shall be paid in U.S. dollars.
Invoicing. Unless otherwise indicated and/or properly disputed according to Section 3(f) below, Customer will be provided an invoice for each calendar quarter in arrears and payment terms will be 10 days from date of invoice. Customer’s invoiced amounts will be automatically debited via ACH or credit card deduction. If Customer terminates or causes this Agreement to terminate at any time for any reason, Huma will immediately charge Customer the full amount of the Services rendered to that date.
Payment Method. Customer will pay all undisputed amounts due via the payment method indicated in the Services Agreement. Customer can update or change their payment method by:
Clicking the Update Payment Details link that is provided in all billing emails sent to customers from Huma;
Using the settings in Huma’s Provider Portal; or
Contacting Customer Service.
Device Replacement Fee. Huma will replace any Device that it deems, in its sole discretion, damaged or inoperable, (a “Replacement Device”). Huma will invoice Customer for a Device Replacement Fee for each Device damaged where such damage is the result of Customer’s or a Participating Patient’s actions or misuse.
Disputed Payments. If Customer wishes to dispute any invoiced fees or expenses, Customer must notify Huma in writing within ten (10) business days of receipt of the invoice specifying such fees or expenses (a “Dispute Notice”). The Dispute Notice must specify the amounts that are being disputed as well as the reason for such dispute. Huma and Customer agree to attempt to resolve such dispute through informal meetings and discussions in good faith between appropriate representatives of the Parties within thirty (30) days of receipt of the Dispute Notice before resorting to any other dispute resolution procedure. Customer will pay any undisputed amounts in accordance with the terms of the invoice.
Overdue Payments. Any undisputed amount not timely paid to Huma (an “Overdue Payment”) may accrue, at Huma’s discretion, late charges at the rate of the lesser of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid. If there are undisputed payments outstanding for more than sixty (60) days from the due date, Huma reserves the right to suspend Authorized Users’ access to the Software until such amounts are paid in full. Customer will continue to be obligated to pay all Fees during any such suspension period.
Taxes. All amounts payable to Huma pursuant to this Agreement are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments are payable in full without reduction for Taxes. Customer is responsible for payment of all Taxes, excluding Taxes owed by Huma based on Huma’s net income. If Huma is legally obligated to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Huma with a valid tax exemption certificate authorized by the appropriate taxing authority.
PROPRIETARY RIGHTS.
Huma Intellectual Property. As between Huma and Customer, all right, title, and interest, including all Intellectual Property Rights, in the Software, Huma Data, and any other Huma property or materials furnished or made available as part of the Services, and all modifications and enhancements of the same, belong to and are retained solely by Huma or Huma’s licensors and providers, as applicable. Nothing in this Agreement is intended to or may be construed to transfer any such rights in any part of the Services to Customer other than as explicitly provided for in this Agreement. Customer shall not re-distribute the Software or the Devices other than as specifically provided for in this Agreement.
Developments. Except as otherwise explicitly set forth in this Agreement, all inventions, works of authorship, and developments conceived, created, written, or generated by or on behalf of Huma, whether solely or jointly, in connection with the Services (“Huma Developments”) and all Intellectual Property Rights in the same, shall be the sole and exclusive property of Huma. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Huma may reasonably request, to perfect Huma’s ownership of the Huma Developments.
Trademarks. Nothing in this Agreement shall grant either Party ownership interest, license or other right to the other Party’s trade names, trademarks, or service marks, except as expressly provided in this Agreement.
Customer Data. As between Huma and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer Data will be included in and treated as Customer’s Confidential Information under this Agreement.
Feedback License. Huma owns all right, title, and interest in and to any suggestion, enhancement, request, recommendation, or other feedback related to the Software provided by Customer (any “Feedback”). Feedback is not Customer’s Confidential Information.
CONFIDENTIALITY.
Confidential Information Defined. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium, that the Disclosing Party identifies as confidential or that by the nature of the circumstances surrounding the disclosure and/or receipt ought to be treated as confidential and proprietary information. Confidential Information includes, without limitation, (a) techniques, inventions (whether or not patented or patentable), know-how, processes, algorithms, software programs, software source and object codes and documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) financial information, customer lists, business forecasts, and marketing plans and information; (c) the business relationships and affairs of either Party and its clients, patients, and referral sources; (d) the internal policies and procedures of either Party; (e) proprietary or confidential information of any third-party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (f) the terms of this Agreement. Huma’s Confidential Information includes the Software and Huma Data. Confidential Information of Customer includes Customer Data. Confidential Information also includes all summaries and abstracts of Confidential Information. In addition, Confidential Information excludes PHI, which must be protected according to the BAA.
Exceptions. The term “Confidential Information” shall not include any information which, as evidenced by Receiving Party’s records: (i) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source with no obligation of confidentiality to the Disclosing Party; (ii) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party.
Confidential Information Terms. The Receiving Party will, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information. The Receiving Party will not use the Disclosing Party’s Confidential Information other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement. Either Party may disclose the other Party’s Confidential Information upon the order of any competent court or government agency; provided that, prior to disclosure and to the extent possible, the Receiving Party must (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the order or request; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or narrowing the scope of the compelled disclosure. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care). The Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates, and agents who need access to such Confidential Information in order to affect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damage.
HIPAA Compliance. Each Party, to the extent applicable, will comply with laws and regulations applicable to the privacy and security of individually identifiable health information, including but not limited to state laws and regulations and the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and/or regulations promulgated thereunder (“HIPAA Regulations”). The business associate agreement between the parties,, which is deemed incorporated into this Agreement, further describes the Parties’ obligations with respect to compliance with HIPAA, HITECH, and HIPAA Regulations.
Security. Each of Customer’s Authorized Users will create a unique user login and passwords to be used to access and use the Software. Customer will be, and will ensure that its Authorized Users are, responsible for maintaining the confidentiality of all Authorized User logins and passwords and for ensuring that each login and password is used only by the Authorized User to which it was issued. Customer is responsible for ensuring that its Authorized Users do not share passwords with each other or any third-party. Customer agrees to immediately notify Huma of any unauthorized use of any account or login and password issued to an Authorized User, or any other breach of security known to Customer. Huma will have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section. Customer will ensure its Authorized Users do not circumvent or otherwise interfere with any user authentication or security of the Software.
TERMINATION.
Without Cause. Huma may terminate this Agreement without cause upon thirty (30) days’ written notice to Customer.
Mutual Agreement. This Agreement shall terminate upon the mutual written agreement of Customer and Huma as of the date of signature or other effective date set forth on the written instrument.
For Cause.
Material Breach. Either Party may terminate this Agreement following a material breach of this Agreement by the other Party which is not cured during the Cure Period (as defined below). The non-breaching Party shall notify the breaching Party of the breach in writing and the breaching Party shall have thirty (30) days (the “Cure Period”) to cure the breach following receipt of the notification. If the breaching Party fails to cure the breach within the Cure Period, then the non-breaching Party may terminate this Agreement upon written notice to the breaching Party.
Other Cause. Huma may terminate this Agreement immediately by providing written notice to Customer upon the occurrence of any of the following events:
Huma reasonably determines that Customer and/or its Authorized User(s) have been or are engaged in unlawful activity associated with the use of the Software and/or the Services;
The indictment or conviction of Customer or its principals, employees, or agents for any felony or misdemeanor involving moral turpitude;
The filing, with respect to Customer, of a voluntary or involuntary petition in bankruptcy if such petition is not dismissed within thirty (30) days of such filing;
Customer comes under investigation and/or excluded from participation in a state or federal healthcare program;
Upon the appointment of a receiver or trustee to take possession of all, or substantially all, of Customer’s assets, if such appointment is not terminated within thirty (30) days; and/or
Effect of Termination. Unless otherwise stated below, upon expiration or termination of this Agreement for any reason, (a) the License shall terminate and the Customer shall not use or access, directly or indirectly, the Software; (b) Huma’s obligation to perform support services shall cease; and (c) all fees and other amounts owed to Huma accrued prior to expiration or termination will be immediately due and payable. Further, if Customer has made any copies of any Huma property or materials furnished or made available under this Agreement, Customer shall, within thirty (30) days of the effective date of the expiration or termination, either destroy or return to Huma all such copies along with a certificate signed by Customer that all such copies have been either destroyed or returned, respectively, and that no copy or any part of the Software, data, or other materials has been retained by Customer in any form.
Return of Customer Data. Within thirty (30) days after the effective date of applicable termination or expiration, Huma will make any Customer Data stored on the Software available upon written request to Customer.
Device Termination Fee. Upon Termination of the Agreement, Customer will be responsible for retrieving all Devices from Participating Patients and returning them, as directed by Huma. Failure to do so may result in a termination fee (“Device Termination Fee”) of One Hundred dollars ($100).
REPRESENTATIONS & WARRANTIES.
Mutual Representations and Warranties. Each Party represents, warrants and covenants that: (a) to its knowledge, it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals, or immunities not yet obtained; (b) its acceptance of and performance under this Agreement will not breach any oral or written agreement with any third-party or any obligation it owes to any third-party; and (c) it will comply with any and all applicable local, state, and/or national laws or regulations applicable to such Party, including, without limitation, those related to PHI, Covered Entities, and Business Associates as each term is defined under HIPAA, and to any other laws or regulations regarding data privacy and transmission of personal data.
Third-Party Materials. CUSTOMER UNDERSTANDS AND AGREES THAT USING, ACCESSING, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SOFTWARE FROM A SOURCE OTHER THAN HUMA (“THIRD PARTY MATERIALS”) IS AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS OR ITS AUTHORIZED USERS’ PROPERTY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 11, THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE SOFTWARE AND PURCHASE OF THE SERVICES ARE AT ITS OWN RISK. HUMA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY, AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY WARRANTIES MADE BY HUMA ARE FOR THE BENEFIT OF CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD-PARTY. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HUMA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, PRODUCTS, PROCESSES, AND OTHER MATTERS REFERENCED BY THE SERVICES REMAINS WITH THE CUSTOMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HUMA DOES NOT GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE, OR SECURE OPERATION AND ACCESS TO THE SOFTWARE.
Basis of the Bargain. CUSTOMER ACKNOWLEDGES AND AGREES THAT HUMA HAS OFFERED ITS SERVICES AND ENTERED INTO THIS AGREEMENT TO WHICH IT IS A PARTY IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CUSTOMER AND HUMA, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND HUMA. CUSTOMER ACKNOWLEDGES AND AGREES THAT HUMA WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO CUSTOMER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
INSURANCE AND INDEMNIFICATION.
Insurance. During the Term, Customer and Huma shall each maintain, at its own expense, commercially reasonable insurance coverage in accordance with applicable industry standards and state and federal laws, rules, and regulations.
Indemnification by Customer. Customer shall indemnify and hold harmless Huma and its officers, directors, employees and agents (“Huma Indemnified Parties”), from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), arising, directly or indirectly, out of or relating to any claim, action or proceeding (a “Claim”) brought by a third-party based on (i) the improper use or operation of the Services (and any third-party software provided to Customer pursuant to this Agreement) by Participating Patients, Customer and/or Authorized Users, including, without limitation, any non-authorized use of Customer’s user logins, except to the extent that any such Loss was due to the gross negligence or willful misconduct of Huma; (ii) a breach of the Agreement and/or the TOU by Customer or any of its Authorized Users, (iii) the accuracy, quality, integrity, legality, reliability, or appropriateness of Customer Data or any other content or data introduced to any part of the Services by any Authorized User; (iv) violation of any applicable law, rule, or regulation by Customer or any of the Authorized Users; (v) the diagnosis and/or treatment of any of Customer’s patients; and/or (vi) the negligent acts or willful misconduct of Customer or its personnel. Customer will pay all Losses (whether by settlement or award of by a final judicial judgment) incurred by the Huma Indemnified Parties from any such Claim.
Indemnification by Huma. Subject to limitations of liability set forth in this Agreement, Huma agrees to defend Customer and its officers, directors, employees, and agents (a “Customer Indemnified Party”) from and against any Losses resulting from or arising out of a successful claim that the Software infringes or misappropriates the patent, trade secret, trademark, copyright, or other Intellectual Property Rights of any third-party (an “Infringement Claim”). Huma will pay all Losses (whether by settlement or award of by a final judicial judgment) incurred by the Customer Indemnified Parties from any such Claim. In the event of an Infringement Claim, Huma may, at its election, and sole expense, (i) modify the Software so that such Software is non-infringing and functionally equivalent; or (ii) obtain the right for Customer and Customer’s patients to continue using the Software at no additional cost to Customer. If none of the foregoing is commercially practicable, Huma may immediately terminate this Agreement upon reasonable notice to Customer.
Procedure. Each Party shall provide to the other Party prompt notice of any Claim for which they are seeking indemnification. The indemnified Party may have counsel reasonably acceptable to the indemnifying Party observe the proceedings at the indemnified Party’s expense, provided the indemnifying Party retains sole control of the defense of the Claim. The indemnified Party has the right to approve any settlement that affirmatively places on the indemnified Party an obligation that has a material adverse effect on the indemnified Party other than requiring the indemnified Party to cease using all or a portion of the Services or to pay sums eligible for indemnification under this Agreement. Such approval shall not be unreasonably withheld.
LIMITATIONS OF LIABILITY.
No Consequential Damages. Neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any damages for lost data, business interruption, lost profits, lost revenue, or lost business arising out of or in connection with this agreement, including without limitation any such damages arising out of Huma’s provision or Customer’s use of the Services or the results thereof, even if a Party has been advised of the possibility of such damages. In no event will Huma be liable for the cost of procurement of substitute goods or services.
Limits on Liability. In no case will Huma be liable this agreement, BAA or otherwise for any aggregate amount greater than the amounts paid by Customer to Huma under this agreement, during the twelve (12) month period preceding the date on which the claim first accrued, without regard to whether such claim is based in contract, tort (including negligence), product liability, or otherwise.
Essential Purpose. Customer acknowledges that the terms in this Section 9 (Limitations of Liability) are a bargained for reasonable allocation of the risk between the Parties and will apply (a) to the maximum extent permitted by applicable law, and (b) even if an exclusive or limited remedy stated herein fails of its essential purpose.
Limitation of Action. No action (regardless of form) arising out of this Agreement may be commenced by Customer against Huma more than one (1) year after the cause of action arose.
MISCELLANEOUS.
Subcontractors. Huma may use its affiliates or subcontractors to perform its obligations under this Agreement.
Notices. Any notices, requests, consents, demands, or other communications required or permitted under this Agreement will be in writing and deemed to have been duly given either: (a) when delivered, if delivered by hand, sent by United States registered or certified mail (return receipt requested), delivered personally by commercial courier, or sent by email; or (b) on the second following business day, if sent by United States Express Mail or a nationally recognized commercial overnight courier; and in each case to the Parties at the following addresses (or at other addresses as specified by a notice) with applicable postage or delivery charges prepaid. Notices to Huma shall be sent to the following address: Huma Therapeutics Limited, United Kingdom (“Huma”), 13th Floor Millbank Tower, 21-24 Millbank, London, SW1P 4QP, United Kingdom with a copy to legal@huma.com. Notices to Customer shall be sent to the address specified in Service Agreement.
Amendment. Except as may otherwise be specified in this Agreement, this Agreement may be modified, changed, or amended only by a written amendment mutually agreed to and signed by both Parties.
Waiver; Severability. A Party’s right to enforce a provision of this Agreement may only be waived in writing and signed by the Party against which the waiver is to be enforced. Failure to enforce any provision of this Agreement in any one instance will not be construed as a waiver of future performance of that provision, and the Party’s obligations under that provision will continue in full force and effect. The provisions of this Agreement are severable. The invalidity or unenforceability of any term or provision in any jurisdiction will be construed and enforced as if it has been narrowly drawn so as not to be invalid, illegal, or unenforceable to the extent possible and will in no way affect the validity or enforceability of any other terms or provisions in that jurisdiction or of this entire Agreement in that jurisdiction.
Governing Law. This Agreement, any additional applicable Terms & Conditions, and each Party’s rights and obligations under each will be governed by and construed in accordance with the laws of New York without giving effect to conflicts of law principles.
Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party; provided, however, that Huma may assign or transfer this Agreement without Customer’s consent to any of Huma’s affiliates, subsidiaries, entities controlled by or under common control with Huma, or in the event of a merger, change of control or sale of substantially all of its assets. This Agreement will bind the Parties and their respective successors and permitted assigns and will inure to the benefit of the Parties and their respective permitted successors and assigns.
Force Majeure. If any Party is unable to perform any of its obligations under this Agreement (other than payment obligations) because of any cause beyond the reasonable control of and not the fault of the Party invoking this section, including any act of God, fire, casualty, flood, earthquake, war, regulatory changes, strike, lockout, epidemic or pandemic, destruction of production facilities, riot, insurrection or material unavailability, and if the non-performing Party has been unable to avoid or overcome its effects through the exercise of commercially reasonable efforts, such non-performing Party will give prompt notice to the other Party, its performance will be excused, and the time for its performance will be extended for the period of delay or inability to perform due to such occurrences. If performance is extended under this section for more than sixty (60) days, then at any time before reinstatement of the performance, the other Party may terminate this Agreement upon notice to the non-performing Party.
Relationship of the Parties. The sole relationship between the Parties is solely that of independent contractors. This Agreement will not create a joint venture, partnership, agency, employment, or other relationship between the Parties.
Survival. Any term of this Agreement that contemplates performance after termination of this Agreement will survive expiration or termination and continue until fully satisfied.
Dispute Resolution. In case of disputes in connection with the negotiation, execution, interpretation, performance or non-performance of this Agreement, the Parties agree to seek non-binding mediation, which shall be conducted remotely by a single mediator selected by the Parties. If the Parties fail to agree on the mediator within thirty (30) days of the date one of them invokes this provision, either Party may apply to the American Arbitration Association to make the appointment. The mediator shall conduct the proceedings pursuant to the rules of the American Arbitration Association, as they exist at the time of the dispute. In the event that any such mediation does not produce a settlement, unless the dispute is otherwise settled, the dispute shall be determined by binding and final arbitration in New York, New York, by three (3) arbitrators selected by the Parties (or by the American Arbitration Association if the Parties cannot agree) in accordance with the law of New York and the rules of the American Arbitration Association.
Entire Agreement. This Agreement, including any business associate agreement, all applicable exhibits and attachments, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
Appendix B: Monitoring Services Terms & conditions
Clinical Staff. Huma will provide appropriately licensed/certified, trained, and qualified personnel (“Clinical Staff”) to provide the [remote physiological monitoring] [remote therapeutic monitoring] services (“Services”) as provided in the Patient’s care plan. If Customer makes a change to a Participating Patient’s care plan, Customer is responsible for promptly notifying Huma of such change.
Data Monitoring Services. Business hours for Clinical Staff will be between 8:00 am and 5:00 pm Central Time (CT) on weekdays, excluding Federal holidays. During the Business Hours, Clinical Staff will review collected data to identify Participating Patients that may need intervention according to the care plan developed by Customer, notify the Clinical Contact when intervention is needed in accordance with established and agreed upon protocols (“Monitoring Protocols”) and record time spent providing the monitoring services via the Software. Monitoring Protocols will be mutually agreed and signed prior to implementing the monitoring program. Huma will only be available for communications relating to these RPM Services during Business Hours. Huma shall not be responsible and accepts no liability to the Customer or any third party, howsoever arising, for monitoring data outside of the business hours defined above.
No 24/7 or Emergency Monitoring. Huma is not responsible for the accuracy of any data transmitted or monitored. Further, data monitoring services are not intended to provide twenty-four (24) hour monitoring or to identify medical emergencies and cannot be used or construed as such.
Escalation. During Business Hours, Clinical Staff will only notify Customer as per the established Monitoring Protocols if a Participating Patient’s health data reading(s) falls outside of the Monitoring Protocols established by the Customer. Following such notification, the Customer will be responsible for all further follow-up with the Participating Patient.
Billing Reports. As part of the Services, Huma may generate monthly reports summarizing the services provided to Participating Patients in the preceding month (“Billing Reports”). While the Billing Reports may identify potential CPT codes that may be available for Customer to bill to third-party payors and receive reimbursement for, Huma is not a professional billing company. Customer is responsible for determining which codes to bill to third-party payors and should consult with a professional billing agency prior to doing so. Huma will not be responsible to Customer for Customer’s failure to receive reimbursement for any submitted claims, nor will Huma be responsible for any improper billing activities on the part of Customer.
Patient Utilization. In providing the Services, Huma will monitor the Participating Patients’ utilization of Platform (if applicable to the Customer’s order) at the aggregate and Patient level. Huma may establish and engage in patient outreach efforts instructed by the Customer including text, calling and e-mail notifications and reminders regarding the need for ongoing Platform utilization in maximizing value of Services to Participating Patients. Huma and Customer will engage in a quarterly review of Patient adherence and utilization.
Practice of Medicine. CUSTOMER HEREBY AGREES AND ACKNOWLEDGES THAT HUMA IS IN NO WAY ACTING AS A MEDICAL PROVIDER, NOR IS HUMA PROVIDING 24/7 CONTINUOUS, SYNCHRONOUS, OR EMERGENCY MONITORING OR ALERTING. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION, PROCESSES, PRODUCTS, AND OTHER ITEMS REFERENCED BY HUMA OR ITS SOFTWARE ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF THAT INFORMATION, PROCESS, PRODUCT, OR OTHER ITEM AND THAT THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS WITH CUSTOMER AND/OR ITS HEALTHCARE PROVIDER(S) TREATING SUCH PATIENT.
Appendix C: HUMA CLINICAN DASHBOARD TERMS OF USE
YOU SHOULD CAREFULLY READ THE PROVIDER DASHBOARD TERMS OF USE (the “Terms”) BEFORE USING THE HUMA CARE PROVIDER DASHBOARD (the “Dashboard”). The Dashboard, including all relevant content and functionality associated with the Dashboard, are collectively referred to as the “Services.”
BY CREATING A USER ACCOUNT AND USING THE SERVICES, YOU ARE CONSENTING TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ACCEPT THE TERMS, DO NOT LOG INTO OR USE THE SERVICES.
Any information that Huma Therapeutics Limited (“Huma” or “We”) collects through Your use of the Services is subject to the Provider Dashboard Privacy Policy, which is part of these Terms.
By continuing to use the Services, You agree as follows:
You are at least 18 years old or have been legally emancipated;
You understand and agree that these Terms are a legally binding agreement and the equivalent of a signed, written contract;
You will use the Services in a manner consistent with applicable laws and regulations and these Terms, as Huma may amend them from time to time; and
You understand, accept, and have received these Terms and the Provider Dashboard Privacy Policy, and acknowledge and demonstrate that You can access these Terms and the Provider Dashboard Privacy Policy at will.
If You do not agree with and accept the Terms, please discontinue all further use of the Services. Do not log into the Dashboard and immediately delete all files, if any, associated with the accompanying Services from your computer.
ARBITRATION NOTICE: EXCEPT IF YOU OPT OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HUMA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU CAN OPT OUT OF THE ARBITRATION AGREEMENT BY EMAILING legal@huma.com WITHIN 30 DAYS OF ACCEPTING THESE TERMS.
Effective: February 2023
Last Updated: February 2023
These Provider Dashboard Terms of Use ("Provider Dashboard Terms of Use" or “Terms”) are a legal contract between you (“You/Your” or "User") and Huma Therapeutics Limited (“Us” or “We” or “Our” or “Huma”). Huma is the creator of the Huma Clinician Dashboard (the “Dashboard”). Huma’s Provider Dashboard, including all relevant content and functionality associated with the Dashboard, is collectively known as the “Services.” These Terms govern Your use of the Services and apply to healthcare providers and clinical staff (“Providers”) who access and use the Services (collectively, “Users”). By accepting these Terms and using the Services, You acknowledge that You have read, understand, and agree to these Terms and Our Provider Dashboard Privacy Policy. Any capitalized terms not defined in these Terms are defined in the Provider Dashboard Privacy Policy.
1. What Are The Services?
The Dashboard is intended to provide a convenient platform for Provider Users to proactively track and analyze their patients’ health conditions through pertinent health data (such as blood pressure, blood glucose, pulse oximetry, weight, and/or medication adherence) collected via collected via a patient-facing mobile application (the “App”) and remote monitoring devices, to track time spent providing remote monitoring services to patients, and to communicate with patients about their health. The Services are not intended for use by healthcare providers or patients for continuous patient monitoring in such a way that would allow immediate clinical action in an emergency situation.
You may access and use the Services only in accordance with these Terms, and You agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as Our Provider Dashboard Privacy Policy. Huma is acting solely as a technology and services Dashboard that enables You to provide healthcare services and connect with Your patients. We do not supervise or direct You in providing such healthcare services to Your patients. We do not make any representations or warranties that the medical services You are providing are suitable, reliable, timely, or accurate for the patient, all of which are Your responsibility.
What Does Huma Not Provide?
NO medical advice.
THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED, OR APPROPRIATE TO REPLACE OR SUBSTANTIVELY IMPACT YOUR CLINICIAN-PATIENT RELATIONSHIP WITH OTHER USERS TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.
NO insurance billing services or guarantees.
We provide a convenient Dashboard for You to track information that may allow You to provide certain services that may or may not be reimbursable by federal or state health insurance payors and to generate billing reports. We are not billing experts, and any information provided to You with respect to billing is for informational purposes only and should not be relied upon or construed to guarantee reimbursement of any services.
Who Is Eligible To Use The Services?
You must register to create an account (“User Account”) and become a registered user to access the Services. The registration process begins when Huma creates your User Account by entering Your Demographic Data (as that term is defined in the Provider Dashboard Privacy Policy) in the Dashboard (collectively, Your “Registration Data”). You may change or correct information by accessing Your User Account or by contacting [INSERT EMAIL ADDRESS]. You agree not to register for a User Account on behalf of an individual other than Yourself unless You are legally authorized to bind such person to these Terms. By registering another person, You hereby represent that You are legally authorized to do so.
By registering for an account and using the Services, You represent and warrant as follows:
You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law;
Your Registration Data is true, accurate, current, and complete;
You will update Your Registration Data as needed to maintain its accuracy;
You are authorized to create a User Account (either for Yourself or another person);
You acknowledge and agree to the terms of the Provider Dashboard Privacy Policy;
You are legally authorized to view information stored on the Dashboard; and
You are not located in a country that is subject to a U.S. Government embargo or that is designated by the U.S. Government as a “terrorist supporting” country, and You are not listed on any U.S. Government list of prohibited or restricted parties.
NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER, OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES.
How Will Huma Notify You Of Changes To These Terms?
With the exception of the Arbitration Agreement (see “Dispute Resolution” section) included near the end of these Terms, Huma reserves the right to change or modify these Terms at any time without prior notice to You. If We materially change or modify these Terms, We will notify You by sending You a notification to the email address provided to Us in the Registration Data.
If You continue to use the Services after we have informed You of the changes, You agree to be bound by the modified Terms. If You do not accept the changes, You should immediately stop using the Services and delete all files associated with the Services on Your computer.
Who Owns The Services And Personal Data?
Services Ownership and Use.
Huma owns the Services, including all content and functionality You access through the Services. Subject to Your compliance with these Terms, Huma grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services by accessing the Dashboard on Your computer.
THE SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE ONLY AND YOU MAY NOT RESELL OR SUBLICENSE YOUR ACCESS TO THE SERVICES. You may not use the Services for any other purpose than what is allowed under these Terms without Huma’s express written permission.
You may not use Huma’s name, trademarks, service marks, logos, or those of third parties appearing on the Services in any advertising or publicity or to otherwise indicate Huma’s or such third party’s sponsorship or affiliation with any product or service without the express written permission from Huma or such third party.
Personal Data Ownership and Use.
You own Your Personal Data (as defined in the Provider Dashboard Privacy Policy) and any other information You submit on or through the Services (collectively, “User Information”). If You are entering someone else’s information into the Services, You represent and warrant that You have permission to do so. For Us to provide You with the Services, You grant to Huma a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use Your User Information for the purpose of providing the Services, subject to the restrictions in the Provider Dashboard Privacy Policy. You also agree to allow Huma to de-identify and anonymize Your User Information, in accordance with the Provider Dashboard Privacy Policy, and to use or disclose such de-identified information for any purpose.
What Are You Not Allowed To Do With The Services?
You may use the Services only for lawful purposes and in accordance with these Terms. In addition, We impose certain restrictions on Your use of the Services. While using the Services, You shall not:
Provide false, misleading, or inaccurate information to Us or any other user;
Use the Services: (i) for any commercial purpose; (ii) for the benefit of any third party; or (iii) in any manner not permitted by these Terms;
Impersonate or attempt to impersonate Us, one of Our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
Use or attempt to use any manual process, engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to harvest, monitor, or otherwise collect information from the Services for any use, including, without limitation, use on third-party websites, without Our consent;
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to use the Services;
Access content or data not intended for You, or log onto a server or account that You are not authorized to access;
Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
Attempt to probe, scan, or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorization;
Interfere or attempt to interfere with the use or functionality of the Services by any other user, host, or network, including, without limitation, by means of submitting a virus, trojan horse, worm, logic bomb, or other material which is malicious or technologically harmful, overloading, "flooding," "spamming," "mail bombing," or "crashing;”
Forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance, or distribution by means of, the Services;
Post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
Post, upload, publish, submit, or transmit any content that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Us, You, or any other third party (including another user) to protect the Services;
Attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Us in providing the Services. Any violation of this section may subject You to civil and/or criminal liability;
Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by Us, may harm Us or users of the Services or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the Services;
Use the Dashboard in any manner that could disable, overburden, damage, or impair the Dashboard or interfere with the Dashboard or any other party’s use of the Dashboard;
Attack the Dashboard via a denial-of-service attack or a distributed denial-of-service attack; or
Encourage or enable any other individual to do any of the above.
Huma is not obligated to monitor Your use of the Services, but We may do so to ensure Your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when We are required to. Huma reserves the right to suspend or terminate Your use of the Services without notice to You if You partake in any of the prohibited uses described above.
How Should You Protect Your Login Information?
The Services are designed to require Provider Users to use a password to access and use the Services (Your “User Credentials”). You are solely responsible for: (i) maintaining the strict confidentiality of Your User Credentials, (ii) not allowing another person to use Your User Credentials to access the Services, and (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under Your User Credentials, regardless of whether You were aware of those activities. You agree to immediately notify Huma in writing by email of any unauthorized use of Your User Credentials or any other compromise of the security of Your User Account.
WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL DATA, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
You may be held liable for any losses incurred by Huma and/or its affiliates, officers, directors, and representatives due to someone else’s use of Your User Account or password, regardless of whether You were aware of such use.
How Does Huma Protect Your Privacy?
Huma values Your privacy and is committed to keeping Your Personal Data confidential. Please see Our Provider Dashboard Privacy Policy for an explanation of Our privacy practices, the data We collect from You, how We use that data, and Your rights regarding Your data. By clicking “I Agree,” accessing or using the Services, or by downloading, viewing, or uploading any content through the Services, You acknowledge and agree to the provisions of the Provider Dashboard Privacy Policy and affirm that the Provider Dashboard Privacy Policy is a part of these Terms.
By using the Services and accepting these Terms, You further acknowledge that Huma may share Your Personal Data with third parties as described in the Provider Dashboard Privacy Policy, and will seek Your consent before doing so where required by law.
We are not responsible for nor liable to You or any third party for a third party’s treatment of Personal Data, including any collection, use, disclosure, storage, loss, theft, or misuse of Personal Data, whether or not such treatment violates applicable law.
Computer Equipment and Internet
You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, "Systems") necessary for You to access and use the Services. This includes, without limitation, obtaining Internet services, using up-to-date web browsers, and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your Systems.
THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.
Opting Out of Communications from Huma
We may send communications, including emails, to You regarding Your User Account and the Services. You can choose to filter any User Account and Services emails using Your email settings, but we do not provide an option for You to opt out of these communications.
If You consent to receive marketing or other communications not related to Your User Account or the Services, We will provide You with the option to opt out of such marketing communications within the applicable message.
Third Parties and Third-Party Sites
Third-Party Websites.
In the course of using the Services, You may be introduced to areas or features of the Services that allow You to access websites that do not belong to and are not controlled by Us (collectively, “Third-Party Sites”). If You choose to access one of these Third-Party Sites, You will leave Our Dashboard and be redirected to an environment owned and controlled by an external third party. You acknowledge and agree that the Third-Party Sites may have different privacy policies, terms of use, user guides, and/or business practices (collectively, “Third-Party Rules”) than Us, and that Your use of such Third-Party Sites is governed exclusively by the respective Third-Party Rules. We may provide links to Third-Party Sites to You as a convenience, and We do not verify, make any representations, or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, and/or any other activities conducted on or through such Third-Party Sites.
YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT (“Third-Party Matters”) AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD-PARTY MATTERS.
Any reference in the Services to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply Our endorsement or recommendation.
Third-Party Services.
To the extent any features, aspects, products, or services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services”) as provided by “Third-Party Service Providers,” You may be subject to additional terms and conditions. To the extent applicable, You will receive a notification and have the opportunity to accept such terms and conditions. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, DO NOT USE THE RELATED THIRD-PARTY SERVICES.
In the event of any inconsistency between terms of use relating to Third-Party Services and these Terms, those additional terms and conditions will control with respect to such Third-Party Services. Third-Party Service Providers may collect and use certain information about You, as specified in the Third-Party Service Providers’ privacy policies. Prior to providing information to any Third-Party Service Providers, You should review their privacy policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER’S PRIVACY POLICY OR TERMS OF USE, YOU SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.
Your Representations And Warranties
In addition to other representations and warranties contained throughout the Terms, You represent and warrant that Your use of the Services will be in accordance with these Terms and all applicable laws, regulations, rules, and Huma policies and procedures (to the extent such policies and procedures are communicated to You). Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL DATA (BELONGING TO YOURSELF OR OTHERS ON WHOSE BEHALF YOU ARE SUBMITTING SUCH PERSONAL DATA) WITH US.
Warranty Disclaimers And Limitation Of Liability
No Warranties.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HUMA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HUMA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HUMA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, APPLICATIONS, OR MATERIALS ACCESSED OR PURCHASED THROUGH THE DASHBOARD OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HUMA OR THROUGH THE DASHBOARD OR MATERIALS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PATIENTS AND OTHER AUTHORIZED THIRD PARTIES.
HUMA CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. HUMA CANNOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE DASHBOARD.
Your Responsibility for Loss or Damage.
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD HUMA OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA.
Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER HUMA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HUMA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE SERVICES.
HUMA IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED IN THE SERVICES. HUMA IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY YOUR NEGLIGENCE OR MISCONDUCT, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, HUMA’s LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS HUMA AND ITS REPRESENTATIVES FROM ANY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICES, YOUR VIOLATION OF THESE TERMS, OR ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR RELATED TO YOUR USER ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES THROUGH YOUR USER ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
IF YOU ARE A NEW YORK RESIDENT, YOU WAIVE NEW YORK CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
PROVIDING FEEDBACK TO HUMA
We welcome and encourage You to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing Us at support@Huma.com. You acknowledge and agree that if You submit any Feedback to Us, You grant Us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
User Account Termination
If You breach any of these Terms, We may suspend or disable Your User Account or terminate Your access to the Services without prior notice to You. There may be other instances where We may need to terminate Your access to the Services that are not related to any of Your actions or inactions. We reserve the right to terminate Your access to and use of the Services and materials at any time, with or without cause.
If You wish to terminate Your User Account, please contact Huma at support@Huma.com, immediately discontinue Your use of the Services, and delete all files associated with the Services from Your computer.
17. Dispute Resolution
*PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS*
You agree that any dispute between You and Huma arising out of or relating to these Terms will be governed by the dispute resolution procedure outlined below. We want to address Your concerns without needing a formal legal case, so We have included a tiered dispute resolution process. This Dispute Resolution section may be modified by a written agreement between You and Huma.
Informal Dispute Resolution.
Before filing a claim against Huma, You agree to try to resolve the dispute informally by contacting legal@Huma.com. Most user concerns can be resolved quickly and to Your satisfaction through email.
Arbitration Agreement.
In the unlikely event that Our support team is unable to resolve a complaint You may have (or if We have not been able to resolve a dispute with You after attempting to do so informally), including, but not limited to, any alleged breach of these Terms, You agree to resolve the dispute through binding arbitration. Arbitration, which is often less expensive, faster, and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award, and may, but do not have to, award legal fees, arbitrator’s fees and costs, and other costs incurred by the party that does not win the dispute. You agree that any dispute will be exclusively, fully, and finally resolved using binding arbitration through the American Health Lawyers Association (“AHLA”).
Arbitration Procedure.
You and Huma agree to employ three (3) arbitrators (the “Panel”), where one (1) arbitrator is selected by You, one (1) arbitrator is selected by Huma, and the third (3rd) arbitrator is selected by mutual consent of You and Huma. If You and Huma cannot agree upon the third arbitrator, the first two (2) arbitrators chosen shall select the third arbitrator. The selection decision shall be binding.
The arbitration shall 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. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.
Any claim or dispute arising under these Terms must be initiated by arbitration within two (2) years from its accrual date. Any claim or dispute initiated two (2) years or longer from its accrual date shall be time-barred and dismissed.
Cost of Arbitration.
You and Huma shall each pay fifty percent (50%) of all mediator and/or arbitrator costs, expenses, and fees incurred in connection with mediating and/or arbitrating under these Terms.
Exceptions to Agreement to Arbitrate.
Huma may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the informal dispute-resolution process described above.
YOU MAY ONLY RESOLVE DISPUTES WITH HUMA ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS.
Opt Out of Alternative Dispute Resolution Process.
Notwithstanding the above, You can decline or “opt out” of the alternative dispute resolution process described above by contacting legal@Huma.com within thirty (30) days of first accepting these Terms and stating that You (first and last name) decline this dispute resolution process.
YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO A JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS.
If You opt out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, You submit to the exclusive jurisdiction of any state or federal court sitting in the State of New York in New York County in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, may be heard and determined in any such court, and You hereby waive any right to object to such filing on grounds of improper venue, forum non-conveniens, or other venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.
18. General Contract Terms
Entire Agreement.
These Terms, the Provider Dashboard Privacy Policy, and any other terms incorporated by reference, constitute the entire and exclusive understanding and agreement between Huma and You regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Huma and You regarding the Services.
Governing Law.
These Terms shall be governed by the laws of New York without reference to its conflict of laws provisions.
Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without Huma’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. Huma may assign or transfer these Terms, at its 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.
Notices.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by Huma via email (in each case to the address that You provide). For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Huma electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH HUMA IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.
You shall give any notice to Huma by email to legal@Huma.com. Notice to Huma shall be effective upon receipt of notice by Huma.
No Inadvertent Waiver.
The failure of Huma to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Huma.
Severability.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.
Intellectual Property Rights.
“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks trade names, domain names, and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
As between You and Us, all right, title, and interest, including all Intellectual Property Rights, in the Services, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Huma or its licensors, vendors, and affiliates, as applicable. All rights not expressly granted are reserved by Us. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Remedies.
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Contacting Huma.
Please feel free to contact Us if You have any questions about these Terms and/or any other documents referenced in these Terms. You may contact Us at legal@Huma.com or our mailing address:
Huma Therapeutics Limited
13th Floor Millbank Tower
21-24 Millbank
London, SW1P 4QP, United Kingdom
Appendix D: Huma Clinician Dashboard Privacy Policy
Last Update: February2023
This notice describes how Personal Data and/or information about you may be used and disclosed and how you can obtain access to this information. Please review it carefully.
We at Huma Therapeutics Limited (“we”, “us”, “the Company”, or “Huma”) value your privacy and are committed to keeping your personal data confidential. We use your data solely in the context of providing a dashboard (the “Provider Dashboard”) for healthcare providers (“Provider Users”) to monitor and analyze the health conditions of their patients (“Patient Users”) through health data collected via a patient-facing mobile application (the “App”) and a digital device (the “Device”). The Provider Dashboard and all relevant content and functionality associated with the Provider Dashboard are collectively referred to as the “Services.”
1. Provider Dashboard Privacy Policy Applicability
This Privacy Policy applies to personal data (“Personal Data”) that Huma collects from Provider Users in order to provide the Provider Dashboard. The term “Personal Data” includes any information that can be used on its own or with other information in combination to identify or contact one of our Provider Users.
We believe that privacy and transparency about the use of your Personal Data are of utmost importance. In this Privacy Policy, we provide you with detailed information about our collection, use, maintenance, and disclosure of your Personal Data. The Privacy Policy explains what kind of information we collect, when and how we might use your Personal Data, how we protect Personal Data, and your rights regarding your Personal Data.
For additional information related to how we use and disclose your Personal Data, please contact us at legal@huma.com.
Note regarding third-party sites: Our Services may contain links to other sites that are not operated by Huma. If you click a third-party link, you will be directed to that third party’s site. We strongly advise you to review the privacy policy(ies) of every site you visit. Huma has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party sites or services. This Privacy Policy does not apply to your use of or access to any third-party sites or services.
2. Agreement to Provider Dashboard Privacy Policy Terms
BY ACCESSING AND/OR USING THE SERVICES AND PROVIDER DASHBOARD, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE USING THE SERVICES AND THE PROVIDER DASHBOARD.
3. Provider Dashboard Privacy Policy Updates
Please note that we occasionally update this Privacy Policy, and it is your responsibility to stay up to date with any amended versions. Any revisions to the Provider Dashboard Privacy Policy will be posted on the login page(s) of the Provider Dashboard. Any changes to the Provider Dashboard Privacy Policy will be effective immediately upon providing notice via the Provider Dashboard login page(s) and will apply to all Personal Data that we maintain, use, and disclose. If you continue to use the Services and Provider Dashboard following such notice, you are agreeing to those changes.
4. Account Deletion
If at any point you no longer agree to the use and disclosure of Personal Data, as described in this Privacy Policy, you can delete your User Account (“User Account”) by sending a deletion request to support@Huma.com with the following information:
Your name;
Your organization/practice;
Your login email address; and
A statement that you are requesting account deletion.
5. Questions or Concerns
If you have any questions or concerns after reading this Privacy Policy, please do not hesitate to contact us at legal@huma.com. We appreciate your feedback.
6. Collection and Use of Personal Data
What Personal Data Does Huma Collect?
We collect three types of information from Provider Users: (i) demographic data; (ii) support data; and (iii) technology data. Each category of data is explained in depth below.
Demographic Data: Huma collects demographic data from Provider Users which may include, but not be limited to, your name, email address, phone number, your organization or practice name, and your title and/or role within your organization (i.e., physician, clinical staff, or administrative and billing staff). The collection of this demographic data is primarily used to create your User Account, which will enable you to securely utilize the Services.
Support Data: If you contact us for support or to lodge a complaint, we may collect technical or other information from you through log files and other technologies, some of which may qualify as Personal Data (e.g., IP address). Such information will be used for the purposes of troubleshooting, customer support, software updates, and making improvements to the Provider Dashboard and related Services in accordance with this Privacy Policy. Calls with Huma may be recorded or monitored for training, quality assurance, customer service, and reference purposes.
Technology Data: We may use common information-gathering tools, such as log files, cookies, web beacons, and similar technologies to automatically collect information, which may contain Personal Data from your computer as you navigate our Provider Dashboard or interact with emails or other communications we have sent you. The information we collect may include your IP address (or proxy server), device and application identification numbers, location, browser type, Internet service provider and/or mobile carrier, the pages and files you viewed, your searches, your operating system and system configuration information, and date/time stamps associated with your usage. This information is used to analyze overall trends, help us provide and improve our Services, and ensure the proper functioning and security of the Provider Dashboard and Services.
How Will Huma Use Personal Data?
Huma processes your Personal Data based on legitimate business interests, the fulfillment of our Services to you, compliance with our legal obligations, and/or your consent. We only use or disclose your Personal Data when it is legally mandated or where it is necessary to fulfill those purposes described in this Privacy Policy. Where required by law, we will ask for your prior consent before disclosing your Personal Data to a third party.
More specifically, Huma processes your Personal Data for the following legitimate business purposes:
To provide Services;
To fulfill our obligations to you under the Provider Dashboard Terms of Use;
To communicate with you about and manage your User Account;
To properly store and track your data within our system;
To respond to lawful requests from public and government authorities, and to comply with applicable state/federal law, including cooperation with judicial proceedings and court orders;
To protect our rights, privacy, safety, or property, and/or that of you or others by providing proper notices, pursuing available legal remedies, and acting to limit our damages;
To handle technical support and other requests from you;
To enforce and ensure your compliance with our Provider Dashboard Terms of Use or the terms of any other applicable services agreement we have with you;
To manage and improve our operations and the Provider Dashboard, including the development of additional functionality;
To manage payment processing, if any;
To evaluate the quality of service you receive, identify usage trends, and improve your user experience;
To keep our Provider Dashboard safe and secure;
To send you information about changes to our terms, conditions, and policies; and
To enable you to connect with Patient Users and view Personal Data, which allows you to monitor their condition as you deem appropriate.
Does Huma Use Personal Data for Analytics?
Huma or our third-party service providers may use Personal Data to monitor or analyze the use of the Provider Dashboard. Presently, Huma uses Firebase and internal analytics tools to gather insights on how you interact with the Provider Dashboard.
Where Is Personal Data Processed?
The Personal Data we collect through the Provider Dashboard will be stored on secure servers in the United States. Personal Data may be transmitted to third parties, which parties may store or maintain the data on their secure servers. These third parties are not permitted to transfer your Personal Data outside of the United States.
With Whom Does Huma Share Personal Data?
We may share your personal information with the following categories of individuals/entities:
Business Partners and Vendors: We share Personal Data with a limited number of partners, service providers, and other persons/entities who help run our business (“Business Partners”). Specifically, we may employ third-party companies and individuals to facilitate our Services, provide Services on our behalf, perform Service-related functions, or assist us in analyzing how our Services are used. Our Business Partners are contractually bound to protect your Personal Data and to use it only for the limited purpose(s) for which it is shared. Business Partners’ use of Personal Data may include, but is not limited to, the provision of services such as data hosting, IT services, customer services, and payment processing.
Our Advisors: We may share your Personal Data with third parties that provide advisory services to Huma, including, but not limited to, our lawyers, auditors, accountants, and banks (collectively, “Advisors”). Personal Data will only be shared with Advisors if Huma has a legitimate business interest in the sharing of such data.
Third Parties Upon Your Direction or Consent: You may direct Huma to share your Personal Data with third parties. Upon your request and consent, we may share such Personal Data with those third parties that you identify.
Third Parties Pursuant to Business Transfers: In the event of a reorganization, merger, sale, joint venture, assignment, transfer, or other disposition of all or any portion of Huma’s corporate entity, assets, or stock (including in connection with any bankruptcy or similar proceedings), we may share your Personal Data with a third party.
Government and Law Enforcement Authorities: If reasonable and necessary, we may share your Personal Data to (i) comply with legal processes or enforceable governmental requests, or as otherwise required by law; (ii) cooperate with third parties in investigating acts or omissions that violate this Privacy Policy or the Provider Dashboard Terms of Use; or (iii) bring legal action against someone who may be violating the Provider Dashboard Terms of Use or who may be causing intentional or unintentional injury or interference to the rights or property of Huma or any third party, including other users of our Services.
How Long Does Huma Retain Personal Data?
Huma retains your Personal Data only as long as necessary and as required for our business operations, the provision of Services, archival purposes, and/or to satisfy legal requirements. The exact period of retention will depend on: (i) the amount, nature, and sensitivity of the Personal Data; (ii) the personal risk of harm for unauthorized use or disclosure; (iii) the purposes for which we process your Personal Data, including whether those purposes can be achieved through other means; and (iv) business operations and legal requirements. In general, Huma strives to retain your data for no longer than 10 years after your User Account is closed (the “Retention Period”); however, the above factors may extend or decrease this Retention Period.
At the end of the applicable Retention Period, we will remove your Personal Data from our databases and will require that our Business Partners remove any identifiable Personal Data from their databases. If there is any data that we are unable to delete entirely from our systems for technical reasons, we will put in place appropriate measures to prevent any further processing of such data. Please note that once we disclose your Personal Data to third parties, we may not be able to access that Personal Data and we cannot force the deletion or modification of such information by third parties.
Huma and its Business Partners reserve the right to continue using de-identified data indefinitely, even after Personal Data has been removed from Huma’s databases. We may continue to disclose de-identified data to third parties in a manner that does not reveal personal information, as described in this Privacy Policy. Our continued use of de-identified data will comport with applicable law.
What Happens to Personal Data Submitted by Minors?
Huma does not knowingly collect Personal Data from individuals under the age of 18 for purposes of providing the Provider Dashboard. We request that these individuals not provide Personal Data to us. If we learn that Personal Data from users under the age of 18 has been collected, we will deactivate the User Account associated with that data and take reasonable measures to promptly delete such data from our records. If you are aware of a user under the age of 18 accessing the Services or Provider Dashboard, please contact us at legal@huma.com.
If you are a resident of California under the age of 18 and have registered for a User Account with us, you may ask us to remove content or information that you have posted to our Provider Dashboard.
7. Your Rights
What Rights Do Users Have Concerning Their Personal Data?
As a user of Huma’s Services and Provider Dashboard, you may have certain rights relating to your Personal Data. These rights are subject to local data protection and privacy laws, and may include the right to:
Access Personal Data held by Huma;
Erase/delete your Personal Data, to the extent permitted by applicable data protection and privacy laws and to the extent technologically feasible;
Receive communications related to the processing of your Personal Data;
Restrict the processing of your Personal Data to the extent permitted by law;
Object to the further processing of your Personal Data, including the right to object to marketing;
Request that your Personal Data be transferred to a third party, if possible;
Receive your Personal Data in a structured, commonly used, and machine-readable format; and/or
Rectify inaccurate personal information and, taking into account the purpose of processing the Personal Data, ensure it is complete.
Where the processing of your Personal Data by Huma is based on consent, you have the right to withdraw that consent at any time. If you would like to withdraw your consent or exercise any of the above rights, please contact us at legal@huma.com.
How Can Users Update, Correct, or Delete Personal Data or Their User Account?
You have the right to request restrictions on uses and disclosures of your Personal Data. While we are not required to agree to all restriction requests, we will attempt to accommodate reasonable requests when appropriate.
If you need to make changes or corrections to information contained in your User Account, you may contact us at legal@huma.com. In order to comply with certain requests to limit use of your Personal Data, we may need to terminate your ability to access and/or use some or all of the Services. BY REQUESTING TO LIMIT USE OF YOUR PERSONAL DATA OR DELETE PERSONAL DATA, YOU ACKNOWLEDGE AND AGREE THAT HUMA WILL NOT BE LIABLE TO YOU FOR ANY CORRESPONDING LIMITATION IN THE SCOPE OF SERVICES OR TERMINATION OF SERVICES AS NECESSARY TO COMPLY WITH YOUR REQUEST.
You have the right to request deletion of any Personal Data from your User Account or the Provider Dashboard. To request deletion of your Personal Data, please email us at support@Huma.com and include a description of the Personal Data you would like removed. We will respond to all requests for data deletion as soon as reasonably possible.
Should you decide to delete your User Account entirely, you may do so by emailing support@Huma.com. By terminating your User Account, you agree that you will not be able to access any information previously contained in your User Account. You further understand that it may not be technologically possible to remove all of your Personal Data from our systems. While we will use reasonable efforts to remove your Personal Data, the need to back up our systems to protect information from inadvertent loss means a copy of your Personal Data may exist in a non-erasable form that will be difficult or impossible for us to locate or remove.
8. Safeguarding Personal Data
Is Personal Data Secure?
Huma understands the importance of data confidentiality and security. We use a combination of reasonable physical, technical, and administrative security controls to: (i) maintain the security and integrity of your Personal Data; (ii) protect against any threats or hazards to the security or integrity of your Personal Data; and (iii) protect against unauthorized access to or use of such information in our possession or control that could result in substantial harm to you.
While Huma uses reasonable security controls, WE CANNOT GUARANTEE OR WARRANT THAT SUCH TECHNIQUES WILL PREVENT UNAUTHORIZED ACCESS TO YOUR PERSONAL DATA. HUMA IS UNABLE TO GUARANTEE THE SECURITY OR INTEGRITY OF PERSONAL DATA TRANSMITTED OVER THE INTERNET, AND THERE IS NO GUARANTEE THAT YOUR PERSONAL DATA WILL NOT BE ACCESSED, DISCLOSED, ALTERED, OR DESTROYED BY BREACH OF ANY OF OUR PHYSICAL, TECHNICAL, OR ADMINISTRATIVE SAFEGUARDS. ACCORDINGLY, WE DO NOT AND CANNOT ENSURE OR WARRANT THE SECURITY OR INTEGRITY OF ANY PERSONAL DATA YOU TRANSMIT TO US. YOU ASSUME THE RISK THAT UNAUTHORIZED ENTRY OR USE, HARDWARE OR SOFTWARE FAILURE, AND OTHER FACTORS MAY COMPROMISE THE SECURITY OF YOUR PERSONAL DATA AT ANY TIME.
What Safeguards Does Huma Have in Place to Secure My Personal Data?
Huma stores Personal Data on secured servers and uses a combination of technical, administrative, and physical safeguards to protect your personal information. Such safeguards include, but are not limited to, authentication, encryption, backups, and access logs and controls.
How Can Users Protect Their Personal Data?
You are solely responsible for preventing unauthorized access to your User Account by protecting your account credentials and limiting access to the devices you use to operate the Provider Dashboard. Huma has no access to or control over your device’s security settings, and it is your responsibility to implement any device-level security features and protections you feel are appropriate (e.g., password protection, encryption, remote wipe capability). We recommend that you take all appropriate steps to secure any device that you use to access our Services and Provider Dashboard.
Please note that Huma will never send you an email requesting confidential information, such as account numbers, usernames, passwords, or Social Security Numbers. If you receive a suspicious email from Huma, please notify us at support@Huma.com.
Further, if you know of or suspect any unauthorized use or disclosure of your User Account information or any other security concern, please notify Huma immediately.
What If Huma Experiences a Data or Security Breach?
In the event of a data or security breach, Huma will take the following actions: (i) promptly investigate the security incident, validate the root cause, and, where applicable, remediate any vulnerabilities within Huma’s control which may have given rise to the security incident; (ii) comply with laws and regulations directly applicable to Huma in connection with such security incident; (iii) as applicable, cooperate with any affected Huma user or client in accordance with the terms of Huma’s contract with such user or client; and (iv) document and record actions taken by Huma in connection with the security incident and conduct a post-incident review of the circumstances related to the incident and actions/recommendations taken to prevent similar security incidents in the future. Huma will notify you of any data or security breaches as required by and in accordance with applicable law.
9. Advertising, Marketing, And Tracking
Does Huma Send Marketing or Advertisement Materials?
Presently, Huma does not send marketing or advertising materials. In the event that Huma uses your Personal Data to contact you with newsletters, marketing or promotional materials, or other information that may be of interest to you, you may opt out of receiving such messages at any time by following the unsubscribe link within the applicable message or by contacting us.
Can Users Opt Out of Receiving Communications from Huma?
We may send important and time-sensitive communications, including emails, to you regarding your User Account and the Services or Provider Dashboard. You can choose to filter any User Account, Services, and Provider Dashboard emails using your email settings, but we do not provide an option for you to opt out of these communications.
If you consent to receive marketing or other communications not related to your User Account, the Services, or the Provider Dashboard, we will provide you with the option to opt out of such marketing communications within the applicable message.
What Is Huma’s Cookie Policy?
Cookies are small files that a web server sends to your computer or device when you visit a web application that uses cookies to keep track of your activity on that site. Cookies also exist within applications when a browser is needed to view or display certain content within the application. Cookies hold a small amount of data specific to a web application, which can later be used to help remember information you entered in the application (like your email or username), preferences selected, and movement within the application. Cookies and other technologies are often used to, among other things, better serve you with more tailored information, and facilitate efficient and secure access to certain services. Cookies do not, by themselves, contain personal information.
Presently, Huma does not use cookies.
While we do not use cookies, Huma may collect information using pixel tags, web beacons, clear GIFs, or other similar technologies. This information may be used in connection with website pages and HTML formatted email messages to, among other things, track the actions of Provider Users and email recipients and compile statistics about usage and response rates.
How Can Users Opt Out of Cookies?
If you prefer, you can usually choose to set your browser to remove cookies and reject cookies. If you enable a do not track signal or otherwise configure your browsers to prevent us from collecting cookies, you may be unable to take advantage of some of the Services.
Do Not Track Disclosure
Some web browsers may transmit do not track (“DNT”) signals to websites with which the user communicates. To date, there is no industry standard for DNT, and users cannot know how a given company responds to a DNT signal they receive from browsers. Huma is committed to remaining apprised of DNT standards. However, Huma does not support DNT browser settings and does not currently participate in any DNT frameworks that would allow Huma to respond to signals or other mechanisms regarding the collection of your personal information.
10. California Privacy Rights
If you are a California resident, the California Consumer Privacy Act (“CCPA”) may apply to you. Please see the CCPA Attachment for an explanation of your rights.
Under California Civil Code sections 1798.83-1798.84, California residents are entitled to ask for and obtain from us an annual list identifying the categories of Personal Data which we shared, if any, with our affiliates and/or third parties in the preceding calendar year for marketing purposes. This list will be provided free of charge. Contact information for such affiliates and/or third parties must be included. If you are a California resident and would like a copy of this notice, please submit a written request to the following address:
Huma Therapeutics Limited
13th Floor Millbank Tower
21-24 Millbank
London, SW1P 4QP
United Kingdom
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