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Associate Terms of Service

This Associate Terms of Service Agreement (“Agreement”) is a binding agreement between Lyv Health, Inc. (“Lyv,” “we,” or “us”) and the individual or entity that registers for, accesses, or uses the Services as an Associate (“Associate,” “you,” or “your”). By creating an account, signing up for, accessing, or using the Services, you agree to be bound by this Agreement and Lyv’s Privacy Policy. The “Effective Date” of this Agreement is the date you first create an account or otherwise access or use the Services.

 

WHEREAS, Lyv operates a technology platform that enables individuals (“Clients”) to access certain health-related services, including laboratory testing and prescriptions ordered by Clients or third-party licensed providers, and to authorize limited access to certain information through the platform;
 

WHEREAS, Associate desires to access the Lyv platform for the limited purpose of providing non-clinical educational, advisory, or support services to Clients who have affirmatively authorized such access;
 

WHEREAS, Associate is not a licensed healthcare provider unless separately disclosed to and approved in writing by Lyv, and is not authorized to provide medical advice, diagnosis, treatment, or prescribing services;
 

WHEREAS, Associate’s access to Protected Health Information (“PHI”) is governed by this Agreement and, where applicable, a separate Business Associate Agreement (“BAA”) executed contemporaneously herewith;
 

By accessing the Services, Associate agrees to the terms below. 

 

1. Definitions. Capitalized terms not otherwise defined herein have the meanings set forth in applicable law, including HIPAA where relevant.

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“Associate” means the individual or entity that registers for, accesses, or uses the Services as an Associate under this Agreement. 

“Client” means an individual who uses the Lyv platform and has authorized Associate to access certain information.

“PHI” means Protected Health Information as defined under HIPAA, to the extent applicable.

“Services” means the Lyv technology platform and related tools made available to Associate under this Agreement.

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2. Agreement Execution and Effectiveness. This Agreement is effective when Associate creates an account, signs up for, accesses, or uses the Services. Lyv may modify this Agreement from time to time by providing notice through the Services or by email. Associate’s continued use of the Services after such notice constitutes acceptance of the modified Agreement. 

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3. Eligibility and Role of Associate.

  • Eligibility. Associate represents and warrants that Associate is at least eighteen (18) years of age and has full legal authority to enter into this Agreement.

  • Non-Clinical Role. Associate is not acting as a healthcare provider through Lyv and is not authorized to provide clinical services through the platform unless expressly  authorized in writing by Lyv.

  • No Medical Authority. Associate is not authorized to:

    • order laboratory tests,

    • prescribe medications,

    • diagnose medical conditions,

    • provide medical advice, or

    • represent themselves as a healthcare provider through the Lyv platform.

 

4. Nature of Services. Lyv provides a technology platform that may permit Associate to view Client-authorized information, including health-related information and laboratory results, in a view-only format for the limited purpose of providing non-clinical educational, advisory, or support services to Clients. Associate may only access Client-authorized information and only to support that Client.

 

Associate acts independently and not as an employee, agent, partner, or representative of Lyv. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between Lyv and Associate.

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5. Access to PHI; Platform Limitations.

  1. View-Only Access. Associate shall access PHI solely through the Lyv platform in a view-only format, including PDF display where applicable.

  2. Client Authorization and Revocation. Associate may access PHI only for Clients who have affirmatively authorized such access through the Services, and only for the duration of such authorization. Clients may revoke or modify such authorization at any time, in which case Associate’s access will be reduced or terminated accordingly.

  3. Prohibited Actions. Associate shall not download, export, print, copy, store, screenshot, photograph, transmit, or otherwise retain PHI outside of the Lyv platform, except as expressly authorized in writing by Lyv. Associate will not share login credentials, will use reasonable security practices, and will notify Lyv within 48 hours of any suspected unauthorized access.

  4. Access Controls. Associate’s access to PHI and the Services is subject to limitation, suspension, or revocation by Lyv at any time, including in response to Client preferences, platform controls, contractual requirements, or applicable law.

  5. Signing up creates an account but does not guarantee access to all features. Certain features (including access to lab results or prescription workflows) may require additional approval, onboarding, or agreements.

 

6. Business Associate Agreement. To the extent Associate accesses, receives, maintains, or transmits PHI through the Services, Associate agrees to comply with the Business Associate Agreement (“BAA”) executed between the Parties, which governs Associate’s permitted uses and disclosures of PHI and required safeguards. In the event of a conflict between this Agreement and the BAA, the BAA will control with respect to PHI. .

 

7. Data Use and Analytics. Associate acknowledges and agrees that Lyv may use health information, including in aggregated or de-identified form, for internal analytics, quality improvement, research, product development, and operational purposes, in compliance with applicable law. Lyv will not disclose identifiable PHI to third parties for marketing purposes without Client authorization, except as permitted by law.

 

Associate shall not perform analytics, data aggregation, or population-level analysis involving PHI and shall not receive analytics outputs unless expressly authorized in writing by Lyv.

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8. Future Platform Features. Associate acknowledges that Lyv may introduce additional platform functionality in the future, including messaging, collaboration tools, or Client-directed access controls. Any such features shall be governed by this Agreement, applicable supplemental terms, and platform rules communicated by Lyv. Nothing herein obligates Lyv to enable any particular feature.

 

9. Associate Obligations. Associate agrees to:

  • use the Services solely for lawful purposes,

  • comply with all platform rules and instructions provided by Lyv,

  • safeguard access credentials,

  • promptly notify Lyv of any suspected security incident or unauthorized access.

 

Associate is solely responsible for all activity conducted under Associate’s credentials.

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10. Intellectual Property. All software, content, designs, and materials provided by Lyv are the property of Lyv or its licensors and are protected by intellectual property laws. No rights are granted except as expressly set forth herein.

 

11. Confidentiality. Associate agrees to maintain the confidentiality of all non-public information accessed through the Services, including PHI and proprietary platform information, and to use such information solely as permitted under this Agreement and the BAA.

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12. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, LYV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, LYV SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

LYV’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY ASSOCIATE TO LYV, IF ANY, IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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14. Indemnification. Associate shall indemnify, defend, and hold harmless Lyv and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to Associate’s breach of this Agreement, misuse of the Services, or violation of applicable law.

 

15. Term and Termination.

  1. Term. This Agreement commences on the Effective Date and can be terminated at any time.

  2. Termination by Lyv. Lyv may suspend or terminate this Agreement at any time, with or without cause, upon written notice. Lyv may immediately suspend or terminate access in the event of suspected PHI misuse or security risk.

  3. Termination by Associate. Associate may terminate this Agreement upon written notice to Lyv.

  4. Effect of Termination. Upon termination, Associate’s access to the Services and any Client information will cease immediately (or at the end of any prepaid term, if applicable). Lyv and its clinical partners (not Associate) are responsible for determining the continuation of any clinical services for Clients, as clinically appropriate. Associate will not have access to Client information after termination.

 

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

 

17. Miscellaneous.

  1. Assignment. Associate may not assign this Agreement without Lyv’s prior written consent. Lyv may assign this Agreement freely.

  2. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

  3. Entire Agreement. This Agreement, together with the BAA and any referenced policies, constitutes the entire agreement between the Parties regarding its subject matter.

  4. Amendment. Lyv may update this Agreement as described in the “Agreement Execution and Effectiveness” section above. Any other modifications must be in writing and agreed by both Parties..

  5. Notices. Notices shall be provided by email or other written means designated by Lyv and shall be effective upon delivery.
     

Associate acknowledges and agrees that by creating an account, signing up for, accessing, or using the Services, Associate is electronically accepting this Agreement and that such acceptance constitutes a legally binding agreement between Associate and Lyv Health, Inc.

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