Terms of Service

These Terms of Use “Terms” govern Your use of Panda Health, Inc. (“Panda,” “Company,” ” we,” “us,” “our,”) websites, mobile applications, forums, online platform and marketplace (collectively, our “Services”). As used in these Terms, “You” and “Your” refer to both You individually and the entity on behalf of which You are entering into these Terms. If You are using the Site or Services on behalf of a business or other legal entity, You hereby represent and warrant that You have the authority to enter these Terms on behalf of such entity. By accessing, registering for, or using the Services, You: (1) acknowledge that You have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE COMPANY PRIVACY POLICY. IF WE UPDATE THESE TERMS, WE WILL REVISE THE LAST UPDATED DATE AT THE TOP OF THESE TERMS, AND SUCH CHANGES WILL BE EFFECTIVE ONCE THEY ARE POSTED ON OUR SITE UNLESS OTHERWISE INDICATED.

If You have or at any time in the future enter into a separate Licensing or other Agreement with us and a conflict occurs between that Agreement and these Terms, the Licensing or other Agreement shall control.

Overview of Services.

The “Services” refers to the services provided by Panda, including without limitation, our proprietary digital health intelligence platform and proprietary marketplace for health systems “Panda Member” and digital health suppliers “Panda Vendor” we have contracted with to interact, connect, and transact business.

Your Eligibility; Your Responsibility

To be eligible to use the Services, You represent and warrant that You: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which You reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to us; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which You are a party; and (vi) will not violate any rights of ours or a third party.

You assume all responsibility for Your use of, and access to, the Services. Accounts are for a single user, business, or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a business or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.

Personal Information; Your Content; Your Account

Accuracy. By registering for our Services, You represent and warrant that all information You submit to us is true, accurate, current, and complete and that You will promptly notify us in writing if Your information changes. It is Your responsibility to keep Your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by You to us.

Privacy. Our Privacy Policy is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before You access the Services, as these Terms form a binding legal agreement between You and us.

Your Content. As between You and us, You own the information, materials, photos, or other content You provide us under this Agreement (the “Content”). Any Content that You upload or otherwise provide to us in connection with the Services may be used by us to provide and promote the Services. Accordingly, You grant to us, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use the Content, in accordance with our Privacy Policy. Such right to use such Content shall survive the termination of these Terms and termination of the Services. Additionally, You authorize us to use Your corporate logo and corporate name, if applicable, for any promotional purposes. Notwithstanding the foregoing, You retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between You and Company. Any Content You submit to us is provided at Your own risk of loss. You are solely responsible for all Content You share, provide, display, publish, or disseminate on our Services. By providing Content to us, You represent and warrant that You are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions, or other third-party rights (including any intellectual property rights). We may also remove or delete Your Content from the Services at any time in its sole discretion.

Your Account. Except for Your Content licensed to us as set forth above, the account You create, and any related profile is owned by us. Regarding Your account, You agree to: (i) keep Your password secure and confidential; (ii) not permit others to use Your account; (iii) not use the accounts of others; (iv) not transfer Your account to another party; and (v) notify us of any actual or suspected unauthorized use of Your account. You are responsible for any activity occurring under Your account.

Specific Use; Limited License; Ownership

Subject to the Terms and conditions herein, we grant You a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through an available mobile device, web browser or Company authorized Site to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is specific to You, and You may not resell our Services, permit other users access to our Services through Your account, or use the Services to host content for others. You may not copy or download any content from the Services except with our prior written approval. Notwithstanding the foregoing, You may download supplemental materials provided as part of the Services. You acknowledge that, except as otherwise expressly provided, these Terms are solely between You and Company.

Furthermore, without our prior written approval, You may not distribute, publicly perform, or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer, or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to Your compliance with these Terms as well as any other agreements applicable to the Services You are using. Our Services provided are licensed, not sold. The Services, and all copies of the Services, are owned by us or our third-party licensors and are protected by various intellectual property laws, including, without limitation, copyright, and trade secret laws. We reserve all rights not expressly granted to You herein. You agree that You have no right to our trademark or service mark and may not use any such mark in any way unless expressly authorized by us.

Making unauthorized copies or distribution of Site content or otherwise violating these Terms may result in the termination of Your Company account, prohibition on use of the Services, and further legal action. Company reserves the right to limit Your use of or access to the Services, in its sole discretion, to maintain the performance and availability of the Services and to enforce these Terms. 

We are not liable for the loss, corruption, alteration, or removal of any Content transmitted using our Services. By using our Services, You expressly waive the right to seek damages and agree to hold us harmless for any such loss, alteration, corruption, or removal. You acknowledge and agree that You are solely responsible for retaining all records and reconciling all transaction information relating to Your use of the Services.

You agree to indemnify and hold harmless us and our officers, directors, employees, agents, affiliates, service providers and licensors and our and their successors and assigns from any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, expenses or demand of whatever kind (including but not limited to reasonable legal fees) arising out of or related to Your use or misuse of the Services or Your violation of these Terms or any applicable laws, regulations or third-party rights.

Acceptable Use Policy

You agree to comply with all applicable laws and regulations in connection with Your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. We enforce a zero-tolerance SPAM policy regarding information transmitted through our network. We may determine in our sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:

• Bulk unsolicited e-mail, promotional material, or other forms of solicitation sent via the Services, or e-mail that advertises any IP address belonging to us or any URL (domain) that is hosted by us.
• The use of web pages set up on ISPs that allow any form of solicitations that directly or indirectly reference customers to our domains or IP addresses.
• Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.

If we determine that You have posted one or more articles of SPAM, we may terminate Your account immediately and take steps to prevent You from using our network at any time thereafter.

You agree not to use the Services for the purpose of recruiting for another website or service that offers competing functionality to the Services.

Copyright Protected Materials

We respect the intellectual property rights of others and require that You do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who we believe infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software, or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. We have the right, but not the obligation, to remove from the Services any files, material, information, software, or other material we believe is or may be, in our sole discretion, infringing or otherwise in violation of the rights of others.

If You believe any materials accessible on or from our application infringe Your copyright, You may request removal of those materials (or access to them disabled) from our Services by submitting written notification to our designated Copyright Agent in accordance with our DMCA Policy located at https://pandaverse.panda.health/DMCA-policy

Forum Community Code of Conduct

The Panda Member Community exists to encourage our Panda Members to learn from and connect with other healthcare leaders enthusiastic about digital health. Requirements for all community members include:

• Anti-Intolerance. Panda stands against all forms of dehumanizing or unlawful treatment of others, including but not limited to all forms of cyberbullying, cyber-harassment, hate speech, or threats based on their race, ethnicity, national origin, religion, caste, sexual orientation, sex, gender, gender identity, disability, immigration status, or any other potentially protected class.
• Be kind and respectful. Communities are fundamentally about belonging; there is no need to be mean, rude, offensive, or antagonistically political. While it is fine to challenge the ideas or arguments of others in our community, avoid calling anyone names or making disrespectful comments. If You and another individual in our community have a disagreement, try to understand the other person’s points of view before You respond to them. And when You respond, strive to resolve disagreements constructively and respectfully.
• Do not promote, solicit, or spam. We reserve the right, at our complete discretion, to remove any comments or statements that we identify as promotions, solicitations, or spam.
• Keep discussions relevant and reasonable. This is a community about digital health and related topics. We do not want You to feel limited or constrained to any specific topics or ideas, but topics or ideas that have no apparent relation to digital health or our community’s stated goals will not be relevant and we reserve the right to remove those topics.
• Respect the privacy of others. This is an exclusive community for all Panda Members. You agree to never share anyone’s nonpublic personal information on our platform, nor extort, harass, or spread false and/or disparaging comments about others.

What happens if someone violates the code of conduct? If we identify a violation, we may, at our discretion, opt to delete it without further comment and without notification and can result in a permanent ban. If You believe someone has violated our code of conduct or if You have any questions, comments, or concerns about our code of conduct, please email: community@panda.health

Disclaimer of Warranty

We will attempt to always provide Services, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited, or curtailed. While we maintain a business continuity and disaster recovery plan, we cannot guarantee that delays or technical errors will not occur, and we are not responsible for data, messages or pages lost, not delivered, delayed, or misdirected because of interruptions or performance issues with our Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or our Services. The accuracy and timeliness of data received is not guaranteed.

Services may include materials provided by third parties, such as other Panda Members, Panda Vendors, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in such materials, other than the Services provided by Panda, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect Panda’s opinion. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by You or any third parties.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE MANNER. COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. THE MAXIMUM LIABILITY WE WILL BE LIMITED TO REFUND TO A PANDA MEMBER OR PANDA VENDOR IS THE PRICE PAID FOR OUR SERVICES. 

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, COMPANY’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

Electronic Notices and Disclosures

You acknowledge and agree that we may provide notices and other disclosures (including updates to these Terms and/or the Privacy Policy) to You electronically by posting such notices or other disclosures on Company’s website or by emailing it to You at any email address provided to Company by You. Such notices or other disclosures shall be considered received by You following the posting on the website or twenty-four (24) hours following the email being sent to You, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to You as a paper copy.

Term and Termination

Term: This agreement is binding from when You access the Services and will continue in effect until terminated by You or Panda as set forth in these Terms.

Termination by You: You may terminate this agreement by stopping use of the Services and deleting Your account.

Termination by Panda: We may terminate this agreement, in part or in whole, at any time without notice for any reason or if it ceases to support the Services, which Panda may do in its sole discretion. In addition, this agreement will terminate immediately and automatically without any notice if You violate any of the Terms.

Partial Termination and Suspension: We may, in our sole discretion and at any time, change, update, modify, suspend or terminate one or more Services to improve a service or its functionality; add or remove access to a service; improve ease of use; correct an error or bug; prevent or discontinue harmful or improper access to services; prevent or discontinue unauthorized use of services; comply with a platform provider or government request; or comply with a statute or judicial order.

Effects of Termination: Upon termination: (a) all rights granted to You under these Terms will also terminate; and (b) You must cease all use of the Services. Upon termination of this agreement, all disclaimers, indemnities, restrictions, exclusions, and other terms intended to survive this agreement shall survive. Termination will not limit any of our rights or remedies in law or in equity.