End-User License Agreement (EULA)
The following document details the legal terms that govern the use of PrivacyLayer® and related technology services by Private Access, which the owner of this website and/or application has elected to use to help assure that your privacy wishes are respected, including your rights as a user of this system. While this document is a bit long and somewhat technical, it is important that you read and understand it.
Why is this so important? If you have read our Privacy Statement, you are aware of Private Access' objective to allow patients to establish and maintain the desired balance of privacy and access with respect to their personal health information. And if you've reviewed the PrivateAccess® Web site or articles about what we're building and the relevance of our technology to helping advance medical research and care, you also know we're convinced that permitting consumers to be confident that their wishes will be respected is essential to creating an environment of trust. The terms of this agreement are designed to help us achieve this goal. Please let us know if you have any questions or suggestions.
IMPORTANT PLEASE READ THIS CAREFULLY
This Private Access Agreement with Individual Users (Agreement) governs the terms of the legal relationship between Private Access, Inc., a California corporation (Private Access (with a space between the two words), we, us or our) and you (you, your or yourself), when you create a PrivateAccess® account for yourself or another person (an Account) in conjunction with your use of this website, application or other service employing our PrivacyLayer® technology (a Site).
This Agreement is entered between you and us, and is effective as of the date you click on the CLICK HERE TO ACCEPT icon at the bottom of this Agreement. You and we are sometimes together referred to as the Parties and each alone as a Party. Any licensors, licensees, vendors, suppliers, officers, directors, owners, employees, agents, contractors, and other representatives we employ to help us fulfill our services and operations are referred to as Related Parties.
BY CLICKING THE CLICK HERE TO ACCEPT ICON AT THE BOTTOM OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK CLICK HERE TO ACCEPT AND INSTEAD CLICK CLICK HERE TO DECLINE AND EXIT.
Our Privacy Statement, which is posted on the Site, is incorporated by reference into this Agreement.
Welcome to PrivateAccess®!
PrivacyLayer® is a consumer-centric web-based service offered by Private Access, Inc. to help you manage your confidential information. This service, which you access through creating a PrivateAccess® Account, lets you create and manage settings called Privacy Preferences to express who may view the information you share through this Site, and how this information may be used, accessed or disclosed to others whom you choose. You may also create Privacy Preferences for your children and other persons for whom you serve as a legal representative regarding the use, access or disclosure of their information.
This agreement covers the use of PrivacyLayer® by individuals. If you are a professional, organizational or business user of our services, this Agreement does not apply to you.
1. There is no charge for you to (a) create a PrivateAccess® Account; (b) create and manage Privacy Preferences regarding the information you share about yourself, your children or others for whom you are a legal representative (collectively, Information); or (c) view an activity log that details who has requested or viewed your Information, as well as when these actions have occurred (collectively, Basic Services ).
2. Both third party entities and we may offer privacy-enabled services that interact with PrivacyLayer® (collectively, Service Applications, and individually a Service Application). We may charge fees to entities that offer such privacy-enabled services, including fees charged to entities in which we may have an ownership interest. (You may click here for more details regarding current Service Applications, including Service Applications offered by us.) For example, we may charge a transaction fee in connection with a Service Application that calls upon PrivacyLayer® to determine whether your Privacy Preferences permit use, access or disclosure of your Information.
3. The fees we charge owners of Service Applications are based on one-time set-up or custom programming fees for work we perform, annual maintenance fees, and transactional fees based on the features of PrivacyLayer® operating in the intended manner. We charge owners of Service Applications fees based upon multiple pricing structures, including (a) one-time set-up or custom programming, (b) annual maintenance, (c) transaction-based, and (d) service-based such as leveraging our payment system to bill for their services. Our business model is for our fees charged for Service Applications to leverage PrivacyLayer® to be the same regardless of whether your Privacy Preferences instruct us to withhold or grant access to your Information to or through such Service Applications.
4. We may share a portion of the fees we receive with third-parties, including an entity that may have referred you to us and for whom such fees would be appropriate and consistent with all applicable laws.
5. We may expand our services in the future to include additional services, possibly including premium features available to individual users for a fee. You will have the option, without any obligation, to sign-up for these additional features; and your decision will not affect your right to continue to receive the Basic Services without charge.
B. Authorized Use of Private Access, Restrictions, and Disclosures
C. Termination of an Account
You may terminate your Account at any time and for any reason by logging into your Account and following the instructions for terminating Accounts.
1. We agree to use commercially reasonable precautions including administrative, technical and physical measures to safeguard any Information you provide us from unauthorized access, disclosure, alteration, misuse or destruction.
2. You agree to use the PrivacyLayer® service, your PrivateAccess® Account, and this Site in a manner consistent with all applicable laws, and solely for your own personal, non-commercial purposes.
3. If you assert that you are the parent, guardian, or other legal representative of another person, you acknowledge and affirm that the Information you provide to us in this regard is accurate.
4. You agree not to include in your Account any material that in the absence of express permission, would infringe on any third partys rights, including copyright, intellectual property, privacy and publicity rights, unless you have the appropriate legal authority to use such material and, by your action in doing so, you grant us all necessary rights, free of royalty and reporting requirements.
5. You agree that the contents of your Account will not include any unlawful, disparaging, libelous, or otherwise objectionable content as reasonably determined by us.
6. You agree not to use the Site, the PrivacyLayer® service, or your PrivateAccess® Account in any manner that could damage, disable or impair any of them.
7. You agree not to attempt to use the Site, the PrivacyLayer® service, or your PrivateAccess® Account to gain unauthorized access to any other website or service, accounts not registered to you, or computer systems or networks.
8. You agree not to engage in any unlawful activities in connection with your use of the Site, the PrivacyLayer® service, or your PrivateAccess® Account.
9. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, sublicense, rent, lease, frame, reverse engineer, de-compile, disassemble, modify, translate, make any attempt to discover the source code, algorithms, or processes of the Site, the PrivacyLayer® service, or your PrivateAccess® Account, or create derivative works from, transfer, or otherwise use in whole or in part information, software, products or services obtained from this Site, except for the purposes expressly provided therein, without our (and, if applicable, Related Parties) prior written approval. If you download any information or software from this Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.
10 You agree to not use our Trademarks and Service Marks (as defined herein) for any purpose including, but not limited to, use as metatags on other pages or sites on the World Wide Web our (and, if applicable, our Related Parties) express written consent.
11. To the best of our knowledge and belief, your use of PrivateAccess® in accordance with its intended purpose and the express terms of this Agreement does not infringe upon any third party's intellectual property rights including copyrights, trademarks, trade secrets or patents. Should your use of the PrivacyLayer® service or any other portion of the technology provided by Private Access become, or in our sole opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation, we shall at our option and expense: (a) defend and hold you harmless with respect to any such action against you; (b) obtain for you the right to continue to use PrivateAccess® (c) replace or modify PrivateAccess® so its use becomes non-infringing or otherwise lawful; or (d) discontinued the service in accordance with the terms of Section C.2.(e), above. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
E. WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY
WARRANTY AND DISCLAIMER
PRIVATE ACCESS, INC.
WARRANTS THAT PrivacyLayer® AND RELATED FEATURES OF YOUR
PrivateAccess® ACCOUNT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH
THE SERVICE DESCRIBED IN THIS AGREEMENT AND ON OUR SITE. IN THE EVENT
OF THE NON-AVAILABILITY OF THE SITE, OR AN INTERRUPTION OR DELAY IN
OUR ABILITY TO SUPPORT ANY SERVICE APPLICATIONS FROM PrivacyLayer®
WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO RESUME SUCH SERVICES.
IN ADDITION, IF YOU REPORT A DEFECT TO US, WE WILL USE COMMERCIALLY
REASONABLE EFFORTS TO REMEDY THE NON-CONFORMANCE.
LIMITATION OF LIABILITY
WE AGREE TO (A)
COMPENSATE YOU IN THE AMOUNT OF ANY DIRECT DAMAGES YOU HAVE ARISING
FROM A BREACH OF SECTION D.1 ABOVE IF THE BREACH IS CAUSED BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF PRIVATE ACCESS, INC.; AND (B)
INDEMNIFY YOU PURSUANT TO THE TERMS OF SECTION D.11, ABOVE. OTHER
THAN THE FOREGOING LIABILITIES WE HAVE TO YOU, AND YOUR LIABILITY TO
US FOR ANY AND ALL DAMAGES CAUSED BY YOUR BREACH OF ANY OTHER
PROVISION OF SECTION D ABOVE, NEITHER YOU OR WE CAN RECOVER ANY OTHER
DAMAGES, INCLUDING CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR
F. Intellectual Property Rights
Subject to our Privacy Statement and applicable law, all right, title and interest in and to PrivacyLayer® the PrivateAccess® technology and any related content contained on this Site (excluding your Information) is our exclusive property or, where applicable, that of our Related Parties and other third party users.
Private Access, Inc., the Private Access logo and other Private Access trademarks and service marks referenced herein, including but not limited to PrivateAccess® PrivacyLayer® Privacy Assured™, RecruitSource® RecordsAgent™, RecordsValet™, the phrase Creating an environment of trust™ and the Privacy Assured shield (collectively, the Trademarks and Service Marks) are our trademarks and service marks. Other trademarks and service marks used on the Site are the property of third parties.
You may use PrivacyLayer® your PrivateAccess® Account and the other features of this Site owned by Private Access in accordance with the terms of this Agreement. Except as expressly provided herein or stated in writing by us and, if applicable, our licensors, no other license is granted expressly or impliedly by estoppel or otherwise under any patent or copyright or to use any trademark, service mark, trade secret or other intellectual property of Private Access, Inc. or any other party. Portions of this Site, PrivacyLayer® and the PrivateAccess® services utilized herein may be covered by one or more patents owned by Private Access regarding individual control over confidential information, and various clinical trials recruitment services. Without limitation, this includes United States Patent Numbers 7,028,049; 7,664,753; 8,131,764, US Patent Application Number 2010-0250285, and other patents pending.
G. Governing Law, Dispute Resolution, and Jurisdiction
All matters relating to the PrivacyLayer® service or any other portion of the technology provided by Private Access through or with regard to the Site and our services will be governed by the laws of California, without regard to conflicts of laws provisions.
If you have a complaint, inquiry, or dispute (collectively, a dispute) regarding any aspect of the Site or our services, you are encouraged to bring it to our attention, using the procedures shown on the Site for contacting us. If we are unable to resolve the dispute ourselves (including through termination in accordance with this Agreement), either Party may submit the dispute to final and binding arbitration in Orange County, California, in accordance with the rules and procedures of the American Arbitration Association, with each Party being responsible for its own costs and fees, and the joint costs of arbitration to be shared equally by the Parties.
BY AGREEING TO ARBITRATION IN THIS AGREEMENT, YOU AND WE UNDERSTAND THAT BOTH PARTIES ARE RELINQUISHING ANY RIGHT TO PURSUE CLAIMS OR HAVE DISPUTES RESOLVED IN A COURT OF LAW, TO COMPULSORY DISCOVERY, OR TO THE APPEAL OF ANY ADVERSE ARBITRATION DECISION.
Any cause of action either Party may have must be commenced within one year after the claim or cause of action arises or is actually known or should have reasonably been known to the disputing party. To the fullest extent permitted by applicable law, no arbitration or claim under this Agreement may be joined to any other arbitration or claim, including any arbitration or other legal proceeding involving any other current or former user of the Site and/or our services, and no class action proceedings will be permitted. Notwithstanding any other provision in this Agreement, each of the Parties will be allowed to apply for injunctive relief. The Parties agree that the jurisdiction and venue for such action seeking injunctive relief will be the courts of the county in which our principal place of business is located, or federal district court for the district in which our principal place of business is located. The Parties further agree that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or ruling, or in any other manner provided by law.
H. Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied and is accessible on this Site, through PrivacyLayer® or in any other component of our technology in a way that constitutes copyright infringement, please write to our Copyright Agent at our headquarters at the address shown here or email us at LegalDept@PrivateAccess.com .
The requirements for what you must include in your notice are in the Digital Millennium Copyright Act, 17 U.S.C. § 512.
Any failure or delay by either Party to enforce any part of this Agreement will not constitute a waiver of that Partys rights under this Agreement. You consent to receive communications from us at the email address you provide on the Site and in any other method you select in your Account settings. The Parties agree that all agreements, notices, disclosures and other communications provided by one Party to another Party electronically satisfy any legal requirement that such communications be in writing. We have no responsibility for any third-party websites not operated by us to which this Site and our services may be linked. This Agreement constitutes the entire agreement and supersedes any prior agreement or communications between you and us regarding the Site, PrivacyLayer® PrivateAccess® and our related technology. If you have any questions about this Agreement, please contact us at LegalDept@PrivateAccess.com.
J. Right to Change Agreement
We reserve the right to change this Agreement at any time, provided that we notify you at least seven (7) days in advance of the effective date of any changes that we determine to be material by (a) sending you an e-mail to the address in your Account, and (b) posting the revised Agreement on the Site, indicating the effective date of the revisions. Your continued access or use of the Site after the effective date of the revisions constitutes your acceptance of the new Agreement.
Copyright © 2013-2015 Private Access, Inc. All rights reserved.
Version: January 29, 2015
 The current release of PrivacyLayer® only provides for creating Privacy Preferences in connection with disease advocacy groups, clinical research, and Information you may wish to be shared with certain third-party platforms. In subsequent releases, we anticipate adding other uses as part of our Basic Services.
With PEER, you decide who sees your data and for what purpose. We use Private Access to let you share as much or as little of your information as you want, with whomever you choose, on your own terms.