This User Agreement, together with our Privacy Policy, governs your access to and use of the Milliman Solutions, LLC d/b/a Milliman IntelliScript (“IntelliScript,” "OneRecord," “we,” “us,” or “our”) website www.onerecord.com (the “Website”) or the OneRecord mobile application (the “App”) to access your personal health record (the "Service").   

In this Agreement, the individual who accesses or uses the Website or App, or whose Patient Information is accessed and retrieved through the Service, may be referred to as “you,” “your,” or “End-User,” as the context requires. If you access or use the Website or App on behalf of another individual, references to “you,” “your,” or “End-User” include both you and that individual, as applicable. 

By clicking “I Agree,” or by accessing or using the Service, you agree to be bound by this Agreement, our Privacy Policy, and all applicable laws. If you are accessing or using the Website, App or Service on behalf of another individual, you represent that you have the legal authority to do so and to agree to this Agreement on that individual’s behalf. 

If you do not agree to this Agreement or our Privacy Policy, or if you do not have authority to act on behalf of the individual whose Patient Information you access, do not access or use the Website, App or Service. This Agreement is a binding legal agreement between you and IntelliScript. 

In the event of any conflict between this Agreement and the Privacy Policy, this Agreement will control, except to the extent the Privacy Policy specifically governs our collection, use, disclosure, or protection of personal information. 

We have developed relationships and built integrations with various health systems and networks (“Third-Party Networks”). Our Service is a personal health information retrieval and management service that allows users to retrieve, consolidate, view, download, and manage certain health information (“Patient Information”) made available through Third-Party Networks and other third-party sources. The Service is provided as an aid to help you organize and manage your health information and is available through our Website and App. 

2.1 Use of the Service  

Your right to access and use the Service is granted solely for your personal use and may not be transferred to any other individual or entity. In order to provide Services to you, it is important you provide true, accurate, current and complete information and that you not misrepresent information.  

2.2 Parent, Legal Guardian, Personal Representative Use of the Service on behalf of patient  

If you are an authorized parent, legal guardian, or personal representative of a patient, you may access and use the Service on behalf of that patient only to the extent permitted by applicable law and any agreement, authorization, or other authority that allows you to act on the patient’s behalf. By accessing or using the Service on behalf of a patient, you agree to this Agreement and are responsible for ensuring that your access, use, and disclosure of Patient Information complies with this Agreement and applicable law. As an authorized parent, legal guardian, or personal representative, you may have access to confidential health information belonging to the patient, and you must not access, use, or disclose that information unless you have the legal authority to do so. 

We may suspend, restrict, or deny access to the Service if we are unable to verify your authority to act on behalf of a patient, if your authority is revoked or otherwise no longer valid, or if we reasonably believe that continued access may violate applicable law, this Agreement, or requirements imposed by a Third-Party Network or other third-party source. 

Your access to and use of the Service may be interrupted from time to time for various reasons, including unanticipated system failures, equipment malfunctions, periodic updates, maintenance or repairs to the Website or App, Third-Party Network issues, or other circumstances beyond our reasonable control. We are not responsible or liable for any failure to obtain Patient Information, loss of Patient Information, delay, service interruption, access issue, or other technical or operational issue caused by Third-Party Networks, other third parties, or circumstances beyond our reasonable control. 

We will not store or retain copies of your Patient Information after making it available through the Service. Once you access your Patient Information through the Service, you may download it and use it for your own purposes. 

We are not responsible for Patient Information stored, maintained, or made available by Third-Party Networks, healthcare providers, patient portals, or other third-party sources. We do not control, verify, endorse, or assume responsibility for how those sources use, process, store, or disclose your Patient Information. 

Solely as necessary to provide the Service, we may review Patient Information transmitted through the Service to normalize, organize, and label data for display. Any such review does not mean that we verify or assume responsibility for the Patient Information. We are not responsible for errors, omissions, inaccuracies, delays, deletions, non-delivery, or other issues in Patient Information, including issues resulting from that review process or from Patient Information provided by Third-Party Networks, healthcare providers, patient portals, or other third-party sources. We do not guarantee the completeness, timeliness, accuracy, relevance, availability, or delivery of any Patient Information. 

If you believe any Patient Information is inaccurate, incomplete, or should be corrected or changed, you must contact the healthcare provider, patient portal, Third-Party Network, or other source that made the Patient Information available. Except as required by applicable law, we have no ability or obligation to maintain, correct, amend, or update Patient Information obtained from third-party sources. 

4.1 Limited License to Use the Service.  

Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a limited, personal, non-exclusive, non-transferable, license to use the Service, Website and App to access the Service solely for the purposes described in this Agreement. Except for the licenses and rights expressly granted under this Agreement, no licenses or rights are granted by IntelliScript to End-User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved unto IntelliScript.  

4.2 Other License Restrictions.  

End-User shall not (a) copy or modify the Service, Website or App for any purpose; (b) reverse-engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Service, Website or App; (c) distribute, disclose, market, rent, lease or otherwise transfer the Service to any other person or entity; or (d) use the Service, Website or App or permit, enable or assist a third party, to create competing products or services.  

4.3 Intellectual Property Rights.  

We retain all right, title, and interest in and to the Service, Website or App and all related documentation, content, software, technology, updates, enhancements, customizations, revisions, modifications, future releases, and other related information, materials, and documentation, including all intellectual property rights therein or relating thereto, but excluding your Patient Information. 

Except for the limited license expressly granted to you in this Agreement, no rights, licenses, or interests are granted to you by implication, estoppel, or otherwise. You may not remove, alter, or obscure any proprietary marks, legends, patent notices, copyright notices, trademark notices, or other proprietary rights notices appearing in or on the Service, Website, App, or related documentation. 

Nothing in this Agreement grants you any license or right to use any IntelliScript or third-party patent, trademark, service mark, copyright, logo, trade name, or other intellectual property, except as expressly permitted in this Agreement. Any third-party trademarks, brand names, products, or services displayed through the Service, Website or App are the property of their respective owners and are used only to identify those products or services. Display of third-party marks does not imply ownership, sponsorship, endorsement, or affiliation by IntelliScript. You may not use any third-party trademarks displayed through the Service, Website or App without the prior written consent of the applicable owner. 

No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that you may download or print a copy of Content made available to you through the Service solely for your personal, noncommercial use, provided that you keep all copyright and other proprietary notices intact. You may not republish Content or include it in any database, collection, or other compilation. Any other use of the Content is strictly prohibited. 

5.1 Warranties.  

We warrant that we will use commercially reasonable efforts to cause the Service, Website and App to operate in substantial conformance with their published documentation. Our sole obligation and your sole remedy with respect to any failure of the Service, Website or App  to substantially conform to the documentation therefore is for us to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for End-User to terminate its access to the Service.  

5.2 No Specific Results.  

Specifically, we do not represent, warrant or otherwise guarantee: (a) the reliability and suitability of the  Website or App; (b) the effectiveness, suitability or reliability of communicated information (including any data provided through the Service); (c) that the  Website or App  will work without interruption or that it will be free of errors, viruses or other harmful components; (d) outcomes resulting from your use of the  Website or App; (e) that the information available on the  Website or App or through the Service is comprehensive or exhaustive, or that it addresses all relevant symptoms, medicines, and treatments for various diseases or medical conditions; or (f) any outcome with respect to health and well-being as a result of the application of this information.  

5.3 No Practice of Medicine.  

The Service, Website, and App are not intended to be, and must not be taken to be, the practice of medicine or other healthcare services by IntelliScript. The Service is provided for informational and organizational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. Use of the Service, Website, or App does not create a physician/patient, provider/patient, or other healthcare professional relationship. We do not recommend or endorse any specific treatment, physician, healthcare provider, medication, product, procedure, opinion, or other information that may appear through the Service. You should contact your healthcare provider with any medical questions. If you believe you may have a medical emergency, call 911 or seek emergency medical attention immediately. 

5.4 Data Collection; Privacy Policy.  

Any personal information, Patient Information, or other information that you transmit to or through the Service, Website, or App will be collected, used, disclosed, retained, and safeguarded in accordance with our Privacy Policy and applicable law. Subject to the Privacy Policy and applicable law, questions, comments, suggestions, ideas, feedback, or similar communications that you submit to us about the Service may be treated as non-confidential and non-proprietary, provided that this sentence does not limit our obligations with respect to personal information or Patient Information. 

5.5 Ability to Contract; Legal Age.  

The Service, Website and App are intended for use by individuals who are 18 years of age or older and have the legal capacity to enter into a binding agreement. By accessing or using the Service, Website or App you represent and warrant that you are at least 18 years old and have the legal authority to enter into this Agreement. 

If you are under 18 years of age, you may access or use the Service, Website or App only with the consent and supervision of your parent or legal guardian. Your parent or legal guardian must review and agree to this Agreement on your behalf and will be responsible for your use of the Service, Website or App and your compliance with this Agreement. 

If you do not meet these requirements, you must not access or use the Service, Website or App. 

5.6 Warranty Disclaimer.  

EXCEPT AS SET FORTH IN SECTION 5.1, YOU UNDERSTAND AND AGREE THAT THE SERVICE, WEBSITE OR APP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT WE DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SERVICE, WEBSITE OR APP OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE, WEBSITE OR APP WILL MEET YOUR REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR-FREE, OR THAT ALL FAILURES OF THE SERVICE, WEBSITE OR APP TO CONFORM TO THE DOCUMENTATION PROVIDED CAN OR WILL BE CORRECTED. WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE SERVICE, WEBSITE OR APP. YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS THROUGH THE SERVICE, WEBSITE OR APP AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

5.7 Limitations of Liability.  

IN NO EVENT SHALL INTELLISCRIPT, OR OUR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.   

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF INTELLISCRIPT FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED $500. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES OR CLAIMS. 

5.8 Essential Part of the Bargain.  

The parties acknowledge that the disclaimers and limitations set forth in this Section 5 are an essential element of this Agreement between the parties and the parties would not have entered into this Agreement without such disclaimers and limitations.  

5.9 Telecommunication Services.  

Use of the Service, Website or App may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications providers. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICE, WEBSITE OR APP AT ANY TIME OR FROM ANY LOCATION; (B) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICE.  

6.1 Indemnification.  

You agree that you will be responsible for damages resulting from your violation of this Agreement. To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless IntelliScript, our officers, employees, agents, contractors, service providers, subsidiaries, affiliates, licensors, and other partners from any third-party claim or demand, including reasonable attorneys’ fees, arising out of or relating to your: (a) breach of this Agreement; (b) unauthorized or unlawful use of the Service, Website, or App; (c) access to, use of, or disclosure of Patient Information without proper legal authority; (d) violation of any applicable law or the rights of any third party; or (e) information, content, or materials you submit through the Service, Website, or App that infringe or misappropriate third-party intellectual property rights. 

6.2 Notification of Unauthorized Use.  

You shall promptly notify us in writing upon your discovery of any unauthorized use or infringement of the Service, Website or App, or the related documentation, or our intellectual property rights with respect thereto. IntelliScript shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party and, in the event that we bring such an action or proceeding, you shall cooperate and provide full information and assistance to us and our counsel in connection with any such action or proceeding.  

7.1 Term.  

Your access to the Service, Website or App begins when you enable the link provided to you and will continue until terminated earlier under the provisions of this Section 7.  

7.2 Termination for Convenience.  

We may terminate your access to all or part of the Service, Website or App at any time with or without notifying you. You may stop using the Service at any time. You may also request deletion of your information as described in the Privacy Policy. 

7.3 Effect of Termination.  

Upon termination of your access to the Service, Website, or App, all license rights under this Agreement will automatically and immediately cease. Termination does not affect any rights or obligations that accrued before termination. Our handling of personal information and Patient Information following termination will be governed by our Privacy Policy and applicable law, including any legally required retention, deletion, backup, audit, security, or compliance records. Sections 5.6, 5.7, 6, 7.3, and 8 will survive the expiration or earlier termination of this Agreement. 

8.1 Compliance.  

The Service, Website or App are intended for use in the United States only. We make no representation that materials contained on the Service, Website or App   are appropriate or available for use in other locations and accessing them from locations where their contents are illegal is prohibited. If you choose to access the Service, Website or App   from other locations you do so by your own choice, and you are responsible for obeying local laws. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.   

8.2 Relationship of the Parties.

Each party is, and shall remain, an independent contractor and nothing contained in this Agreement shall be construed to make either party a partner, joint venturer, employee or agent of the other party, and neither party shall hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party.  

8.3 Force Majeure.  

In the event that we are unable to perform our obligations under this Agreement because of civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond our reasonable control, we shall not be liable to you for any damages resulting from such failure to perform or otherwise from such causes.  

8.4 Governing Law.  

This Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning this Agreement or in which this Agreement is a material fact.   

8.5 Dispute Resolution.  

Please read this section carefully. It affects how disputes between you and IntelliScript will be resolved. 

Any controversy or claim between the parties or arising out of this Agreement or any use of the Service, Website, or App will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA Consumer Arbitration Rules, except to the extent those rules are inconsistent with this Agreement. The arbitration will be conducted by a single neutral arbitrator. The arbitrator will have authority to resolve all disputes regarding arbitrability, enforceability, interpretation, or application of this arbitration agreement, except that any dispute about the validity, enforceability, or scope of the class action waiver in Section 8.6 must be decided by a court of competent jurisdiction. Either party may bring an individual claim in small claims court if the claim qualifies. The arbitrator may award any individual relief available in court, except that the arbitrator may not award punitive or exemplary damages unless required by applicable law. Any award may be confirmed in any court having jurisdiction. Any arbitration will be confidential, except as required by law or as necessary to enforce or challenge an arbitration award. 

Any requests for emergency or preliminary relief will be submitted in accordance with the applicable AAA rules. Hearings may be conducted by telephone, video conference, or other remote means unless the arbitrator determines that an in-person hearing is required. If an in-person hearing is required, the hearing will be held in New York, New York, unless the AAA rules or applicable law require a different location. 

8.6 Waiver of Jury Trial and Class Actions.  

BY ENTERING INTO THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. THE PARTIES BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THIS AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, THE PARTIES BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.  

8.7 Third-Party Sites.  

The Service, Website or App may contain links to third-party websites. We are not responsible for the content, accuracy or opinions expressed on those third-party websites, and those third-party websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked third-party website on or through the Service, Website or App does not imply approval or endorsement of the linked third-party website by IntelliScript. If you decide to access these third-party websites, you do so at your own risk.  

8.8 Public Statements.  

Either party may disclose the existence of this Agreement but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.  

8.9 Assignment.  

You may not assign any of your rights or privileges, or delegate any of your duties or obligations hereunder to any third party without our prior written consent. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  

8.10 Notices.  

You consent to receiving electronic communications from us relating to this Agreement. You also agree that any notices, disclosures, or other communications sent electronically by us to you will satisfy any legal communications requirements, including that such communications be in writing. You may contact us using the contact information provided in the Privacy Policy or through other contact methods we make available through the Website or App. 

8.11 Entire Agreement; Amendment.  

This Agreement, including our Privacy Policy, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. We reserve the right, at our sole discretion, to modify this Agreement at any time. We will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on our Website or App. We will also notify you of material changes to this Agreement through the user interface, a pop-up notice, email, or other reasonable means. To the extent required by applicable law, we may request your affirmative consent to material changes, including changes that materially affect privacy, data use, dispute resolution, or arbitration terms. Any use of the Service, Website, or App after such modification becomes effective constitutes acceptance of the modification. If you do not accept any modification, you must immediately cease all use of the Service, Website, or App. 

8.12 Waivers.  

A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement.  

8.13 Severability.  

If any provision of this Agreement is held to be unenforceable, it shall be severed and the remaining provisions will remain enforceable. The severed provision will be replaced by an enforceable provision most nearly reflecting the intention of the parties.  

8.14 Admissibility.  

A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to use of our website to the same extent and subject to the same conditions as other business documents and records originally made and kept in printed form.  

8.15 Headings.  

The section titles of this Agreement are displayed for convenience only and have no legal effect.  

8.16 Third-Party Beneficiaries.  

Nothing in this Agreement shall be deemed to give any third-party rights or benefits.