Terms of Use for Treatment Providers

Kaden Platform Terms of Use for Treatment Providers

These Terms of Use for Treatment Providers are a legally binding contract between You (defined below) and  BayMark Health Services, Inc., d/b/a Kaden Health (“Kaden,” “we,” or “us”) regarding Your use of the Kaden platform and associated mobile and web-based applications made available and operated by us (the “Service”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE KADEN PRIVACY POLICY (TOGETHER, THE “TERMS”). If You are not eligible, or do not agree to the Terms, then You do not have our permission to use the Service.

NO MEDICAL ADVICE

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE AND CONTENT AVAILABLE THROUGH THE SERVICE ARE NOT A SUBSTITUTE FOR A HEALTH CARE PROFESSIONAL’S PROFESSIONAL JUDGMENT IN DIAGNOSING AND TREATING INDIVIDUALS. NEITHER KADEN NOR THE SERVICE, CONTENT, DEVICES OR SOFTWARE GIVES MEDICAL ADVICE OR PROVIDES MEDICAL OR DIAGNOSTIC SERVICES. RELIANCE UPON THE SERVICE, CONTENT, DEVICES OR SOFTWARE BY YOU OR ANY OF YOUR AUTHORIZED USERS (DEFINED BELOW) IS SOLELY AT YOUR AND THEIR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT KADEN IS IN NO WAY RESPONSIBLE FOR THE USE OF ANY PHARMACOLOGICAL, MEDICAL, LEGAL OR SIMILAR INFORMATION CONTAINED IN, ENTERED INTO OR USED IN CONNECTION WITH THE SERVICE, AND YOU AND AUTHORIZED USERS, AS APPLICABLE, SHOULD VERIFY THE ACCURACY OF THE INFORMATION AND COMPLETENESS OF SUCH INFORMATION WHENEVER NECESSARY TO DO SO FOR PROVIDING TREATMENT OR HEALTH CARE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE BY YOU AND AUTHORIZED USERS FOR ANY PURPOSE RELATED TO AN INDIVIDUAL’S TREATMENT SHOULD BE UNDER THE SUPERVISION OF A HEALTH CARE PROFESSIONAL. AS BETWEEN KADEN AND YOU, YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR YOUR TREATMENT AND CARE OF PATIENTS, INCLUDING ALL RESPONSIBILITY FOR PERSONAL OR PSYCHOLOGICAL INJURY OR LOSS OF LIFE.

OTHER TERMS

  1. The Service Overview. To the fullest extent permitted by law, You assume all risk and Kaden is not responsible for any harm to You or others that may occur from Your use of the Service. You may not access or use the Service for any other purpose than as permitted by Kaden under these Terms. You may access the Service only if authorized by an Organization that has purchased the right to use the Service (“Kaden Customer”). Your access is subject to the discretion and control of the Kaden Customer as well as Kaden under these Terms.

  2. Responsibility for Authorized Users. “Authorized User” means each individual user of the Service permitted to use the Service by You, including personnel, other organizations, and individuals using your treatment services. For the avoidance of doubt, the Organization is responsible and liable for any non-compliance with these Terms by its Authorized Users. You are responsible for any and all acts and omissions by the Authorized Users and their accounts in connection with the Service; the content and data transmitted to or from the Service by You or Authorized Users, or their accounts; and for the effects of any breach of security in connection with the activity of Authorized Users’ accounts in connection with the Service. You are solely responsible for Your and the Authorized Users’ interactions with individuals in treatment in connection with and separate from the Service. You are responsible for ensuring that all diagnoses are carried-out by a healthcare practitioner, and all actions to cure, mitigate, treat, or prevent addiction or other health-related conditions are prescribed and carried-out by or under the supervision of a healthcare practitioner.

  3. Binding on Your Organization. WHEN YOU ACCEPT THESE TERMS, YOU AGREE TO IT ON YOUR INDIVIDUAL BEHALF AND ON BEHALF OF THE ORGANIZATION (AND ITS AFFILIATES) BY WHICH YOU ARE EMPLOYED OR ENGAGED AND FOR WHOSE BENEFIT YOU ARE USING THE SERVICE (“ORGANIZATION”). In these Terms of Use, “You” shall mean the person using the Service and the Organization on whose behalf the person is using the Service.

  4. Eligibility. By agreeing to these Terms, You represent and warrant to us that: (a) You are authorized by the Organization to agree to the Terms on its behalf; (b) you are of legal age to enter into a binding agreement; (c) You have not previously been suspended or removed from the Service; (d) Your registration and Your use of the Service is in compliance with all applicable laws and regulations; and (e) You have read and agree to our Privacy Policy, as further described in Section 12 below.

  5. Accounts and Registration. To access most features of the Service, You must register for an account. When You register for an account, You may be required to provide us with some information about Yourself, such as Your email address and password. You agree that the profile information You provide to us is accurate and that You will keep it accurate and up-to-date at all times. You understand and agree that as part of the registration process we may use this information to verify Your eligibility to use the Service. When You register, You will be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password, and You accept responsibility for all activities that occur under Your account. If You have reason to believe that Your account is no longer secure, then You must immediately notify us at [email protected]

  6. Payment. You shall pay the fees to Kaden in accordance with these Terms and the terms posted on the web pages during Your purchase of access to the Service. You authorize Kaden, through its payment processor, to charge a fee to the payment method You provide. All fees are non-refundable, to the fullest extent permitted under applicable law. If Kaden changes the fees for the Service, including by adding additional fees or charges, Kaden will provide You advance notice of those changes. If You do not accept the changes, Kaden may discontinue providing the Service to You. If You pay any fees with a credit card, Kaden may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase. Unless otherwise provided, the Fees do not include any taxes or duties (including sales, use, value-added and withholding taxes and duties) and related fees (“Taxes”), and You are responsible for paying all Taxes arising from Your purchases hereunder. If You do not pay the amounts due to Kaden under these Terms, such amounts will bear interest from the due date until paid at a rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is greater, without limiting Kaden’s other rights and remedies.

  7. Licenses
    1. Limited License. Subject to Your ongoing compliance with these Terms, Kaden grants You and Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (i) install the mobile application(s) associated with the Service, and use such mobile applications so installed, solely in object code format on devices that You own or control, and (ii) access and use the Service, and for (i) and (ii) solely for business (non-commercial) use for conducting treatment consultations, managing treatment plans, communicating with individuals in treatment, and collecting treatment outcomes.
    2. License Restrictions. Except and solely to the extent permitted by applicable law notwithstanding these restrictions, You may not at any time, directly or indirectly, and may not permit any other person or entity to: (i) reproduce, distribute, publicly display, or publicly perform the Service or any part thereof; (ii) reverse engineer, decompile, or make modifications to the Service or any part thereof; or (iii) interfere with or circumvent any feature of the Service or any part thereof, including any security or access control mechanism. If You are prohibited under applicable law from using the Service, You may not use it.
    3. Reservation of Rights. Kaden reserves all rights not expressly granted to You in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Kaden intellectual property.
    4. Open Source Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Service is provided to You subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict You from obtaining such Open Source Components under the applicable third-party licenses or to limit Your use of such Open Source Components thereunder.
    5. Consent to Communications and Monitoring/Recording of Voice Calls and Text Messages Made Through the Service. By providing us with Your contact information and using the Service, You agree to receive e-mail communications and push notifications from or on behalf of Kaden using the Service at the email address You provided and the mobile device on which You installed the Service. These messages may be for informational purposes, such as to provide You with the information You requested, or to seek Feedback from You regarding the Service.

      IF YOU WISH TO OPT OUT OF MARKETING EMAILS FROM US, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. You understand and agree that You may continue to receive communications while Kaden processes Your opt-out request, and You may also receive a communication confirming the receipt of Your opt-out request.
  1. Notifications and Automatic Alerts. Under some circumstances, Kaden may present You with notifications, prompts with links to additional information, or suggested actions based on Kaden’s analysis of Your Communications Data and other information You have provided to Kaden. Kaden makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any push notifications. You accept that any reliance on these notifications will be at Your own risk, and Kaden disclaims all liability arising from Your use of them or reliance upon them. You agree that Kaden may send notifications to Your mobile device for Service-related purposes, if they are enabled, provided that we do so in accordance with the Kaden Privacy Policy for Treatment Providers. You may turn off push notifications through Your application settings.

  2. Prohibited Conduct. By using the Service You agree not to, directly or indirectly, and may not permit any Authorized Users or any other person to violate the Acceptable Use Policy.

  3. Third-Party Services and Linked Websites. Websites and services provided by third parties are not under our control, and we are not responsible for any third party services. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for them or their content.

  4. Termination of Use; Discontinuation and Modification of the Service. You may terminate Your account at any time by contacting customer service at [email protected]  Your termination will take effect at the end of the current billing period unless your termination notice is received by us fewer than ten (10) days before the end of the billing period in which case the termination will take effect at the end of the following billing period. If You violate any provision of these Terms (including payment obligations), Your permission from us to use the Service will terminate automatically. In addition, Kaden may in its sole discretion terminate Your user account on the Service or suspend or terminate Your access to the Service at any time if You violate any provision of these Terms, if we no longer provide any part of the Service, or for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to You. To the fullest extent permitted under applicable law, we will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service. Upon the termination of Your account, any aspect of the Service, or these Terms for any reason, Kaden may at its option delete any data You submitted through the Service.

  5. Privacy Policy; Additional Terms
    1. Privacy Policy. Please read the Kaden Privacy Policy for Treatment Providers carefully for information relating to our collection, use, storage and disclosure of Your personal information. The Kaden Privacy Policy for Treatment Providers is incorporated by this reference into, and made a part of, these Terms. You explicitly consent to the collection, hosting, use, disclosure and other processing or handling of Your personal information (including sharing data with third party providers) as described in the Kaden Privacy Policy for Treatment Providers.
    2. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, our informed consent forms, if applicable, or rules that are applicable to a particular feature or content on the Service, subject to Section 13. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  1. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Your rights or obligations, we will notify You of the modified Terms by email to the address You provided in Your user profile and/or in a notification in the Service or on our website. Material modifications will be effective upon Your acceptance of such modified Terms or upon Your continued use of the Service after we send or post our notification of the changes, whichever is earlier. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

  2. Ownership; Proprietary Rights. The Service is owned and operated by Kaden. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, videos, content, information, and all other elements of or available through the Service (“Materials”) provided by Kaden are protected by intellectual property and other laws. All Materials included in the Service are the property of Kaden or our third-party licensors. Except as expressly authorized by Kaden, You may not make use of the Materials. Kaden reserves all rights to the Materials not granted expressly in these Terms.

  3. Customer Content and Customer Data Generally. Certain features of the Service may permit You or Authorized Users to upload, submit, or store content to the Service, including documents, messages, reviews, images, videos, text, and other types of information (“Customer Content”) and data (including questionnaire questions and responses) (“Customer Data”) and to publish or deliver Customer Content and/or Customer Data on or through the Service. The licensor of the Customer Content and/or Customer Data retains any copyrights, moral rights, and any other proprietary rights held in the Customer Content and/or Customer Data that is posted to the Service. By posting or publishing Customer Content, You grant Kaden a worldwide, non-exclusive, royalty-free, fully paid, unrestricted right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, and distribute Your Customer Content and/or Customer Data, in whole or in part, in any media formats and through any media channels now known or hereafter developed in connection with the Service. You are solely responsible for Your Customer Content and/or Customer Data and the consequences of posting or publishing Customer Content and/or Customer Data. By posting or publishing Customer Content and/or Customer Data, You affirm, represent, and warrant that: (a) You are the creator and owner of the Customer Content and/or Customer Data, or have the necessary licenses, rights, consents, and permissions to authorize Kaden and users of the Service to use and distribute Your Customer Content and/or Customer Data in the manner contemplated by the Service, Kaden, and these Terms; and (b) Your Customer Content and/or Customer Data, and the use of the Service as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Kaden to violate any law or regulation, including laws related to the privacy of personal or health information. We are under no obligation to monitor, edit, or control Customer Content and/or Customer Data that You or other users post or publish, and will not be in any way responsible or liable for Customer Content and/or Customer Data or any failure to review or act upon Customer Content and/or Customer Data. Kaden may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content and/or Customer Data that in Kaden’s sole judgment violates these Terms or is otherwise objectionable. To the fullest extent allowed under applicable law, You agree to waive, and do waive, any legal or equitable right or remedy You have or may have against Kaden with respect to Customer Content and/or Customer Data. Except as otherwise expressly set forth in these Terms, Kaden expressly disclaims any and all liability in connection with Customer Content and/or Customer Data, to the fullest extent allowed under applicable law. If notified by a user or content owner that Customer Content allegedly does not conform to these Terms, Kaden may investigate the allegation and determine in Kaden’s sole discretion whether to remove the Customer Content, which Kaden reserves the right to do at any time and without notice. Kaden shall have the right to monitor and collect usage data about the use of the Service by You and Authorized Users, and Kaden may use such usage data to provide and improve the Service, content, Kaden’s other products and services and to help ensure compliance with these Terms. Customer acknowledges and agrees that all usage data is owned exclusively by Kaden. You agree that Kaden may create and use de-identified data generated or derived from Customer Data for Kaden’s business purposes, subject to any applicable legal limitations on the use thereof. Such resulting data is not Customer Data.

  4. HIPAA, Part 2 and Patient Information. You acknowledge that Kaden is a “business associate” as that term is defined at 45 C.F.R. § 160.103.  You also acknowledge that Kaden may be a “qualified service organization” as that term is defined at 42 C.F.R. § 2.11. In addition to these Terms, Kaden and You have entered into a Business Associate Agreement (“BAA”) and, if applicable a Qualified Service Organization Agreement (“QSOA”). You acknowledge and agree that Kaden, and any sub-business associates working on its behalf, may use and disclose patient information for providing the Service, fulfilling the requirements of these Terms, meeting its legal obligations or requests, and as otherwise permitted by these Terms, the BAA, and the QSOA if applicable. You acknowledge that patient information that is downloaded to a printer, an Excel file or otherwise, is outside of the scope of the Service, and Kaden shall have no responsibility for the use and protection of such patient information. You acknowledge that the patient information available to You through the Service is not an electronic medical record, and the Service should not be treated as a system of record.

  5. Subcontractors. You hereby consent to Kaden’s engagement of third parties (including Kaden’s affiliates) to perform, provide, or support the performance or provision of, all or any portion of the Service or the Kaden website.

  6. Feedback. If You choose to provide input or suggestions regarding Your experience with the Service (“Feedback”), then You hereby grant Kaden an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

  7. Indemnity. To the fullest extent permitted under applicable law, You are responsible for Your use of the Service, and You will defend and indemnify Kaden and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Kaden Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your access to, use of, or alleged use of, the Service; (b) Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between You and any third party; (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by You; and (f) any and all allegations made by Your personnel, affiliates, subcontractors, and/or Authorized Users against us in connection with the Service. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with our defense of that claim.

  8. Disclaimers; No Warranties. THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. KADEN ENTITIES DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER THE COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICE IS TRUE, COMPLETE OR ACCURATE. THE KADEN ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.


    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KADEN OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE KADEN ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.


    THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

  1. Limitation of Liability. IN NO EVENT WILL THE KADEN ENTITIES BE LIABLE TO YOU (OR ANY AFFILIATES, EMPLOYEES, OR AUTHORIZED USERS) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICE OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY KADEN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.


    THE AGGREGATE LIABILITY OF THE KADEN ENTITIES TO YOU (AND ALL AFFILIATES, EMPLOYEES, AND AUTHORIZED USERS) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE FEES PAID TO KADEN DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.


    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.


    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Force Majeure. To the fullest extent permitted under applicable law, Kaden will be excused from performance under these Terms and shall not be liable for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorized access to Kaden’s information technology systems by third parties; or (g) other causes beyond the reasonable control of Kaden.

  2. Governing Law and Venue. These Terms and Your use of the Service are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then You and Kaden agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, for the purpose of litigating any dispute, and You hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

  3. General. These Terms, together with the Kaden Privacy Policy, Additional Terms, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between You and Kaden regarding Your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or Your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, the “NO MEDICAL ADVICE” section, and Sections 1-4, 6, 7(d), 9-28, along with the Kaden Privacy Policy and any other accompanying agreements, will survive.

  4. No Class Actions or Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND KADEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, YOU AND KADEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

  5. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by You more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

  6. Consent to Electronic Communications. By using the Service, You consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including that those communications be in writing.

  7. Contact Information. The Service is offered by Kaden. You may contact us by emailing us at [email protected], or writing to us at Kaden Health, 1720 Lakepointe Drive, Suite 117, Lewisville, TX 75057, ATTN: Kaden Advocates.
Last Updated: June 3, 2022

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