Terms of Service

Eligibility

We may not make our Services available in all jurisdictions and may restrict or prohibit use of the Services from certain states or jurisdictions. If you are registering to use the Services you represent and warrant that:

• you are of legal age, at least eighteen (18) years old, and eligible to form a binding contract,

• you have not previously been suspended or removed from using our Services,

• you have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; and

• you are a resident of one of the 50 states of the United States with a mailing address of the same state.

Availability of Services

Due to the nature of the internet, we cannot guarantee that your access will be uninterrupted, timely or error-free. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions which may cause temporary interruptions. Access to your Rytil account may be suspended or withdrawn either temporarily or permanently at any time. We may also impose restrictions on the manner of usage of your Rytil and if we impose restrictions on your personal access, you must not attempt to use the Services under any other name or user or on any other mobile device. Likewise, we cannot guarantee that your Rytil account will be compatible with all your hardware and software and we cannot be liable for any damage to, or viruses or other code that may affect, any hardware, software, data or devices that you use to access your Rytil account.

Rytil accepts no liability for any disruption or non-availability of the Services resulting from external causes including, but not limited to: ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

Use of Services

You may not use your Rytil account in a way that disrupts, interferes with or restricts the use by other users. We reserve the right to terminate unauthorized accounts or accounts created which are not eligible for Rytil.

You should note that a failure to provide true, accurate, complete and up to date details may force us to end the relationship with you and to immediately terminate the Services offered to you. Also, you acknowledge and agree that you are responsible for all activity on your account, whether or not you authorize it.

You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your organization, and to take any action we deem necessary based on the results.

Suspension or Termination of your Rytil Account

We may terminate and/or suspend your Rytil account immediately, without notice, if there has been a violation of these Terms and Conditions and/or other policies and terms posted on the “Website” by you or by someone using your credentials.

We may also cancel or suspend your Rytil account for any other reason, including if you fail to submit or provide untrue or falsified information relating to your background or any other information you may be required to provide under regulatory obligations or when requested. You agree that if your Rytil account is closed, suspended, or terminated by us, you will not attempt to regain access to our Services. 

We are not responsible for any loss if your account has been closed, terminated or suspended as a result of a breach of these Terms and Conditions.

Conduct and Behavior

All Users must refrain from the following:

• any fraudulent act or attempt to engage in any defrauding or deceiving conduct;

• any deliberate or manipulative conduct; d) any misrepresentation or misstatement;

• any measure or act with the intention to interfere with, disturb, disrupt or disrepute our Services;

• any activity that may amount to criminal or prohibited conduct, bullying or harassment.

If we suspect that you have violated any of those rules, and your account is not terminated immediately, you may be given written notice and we may temporarily suspend your account. You may be given 15 days' notice to rebut any such allegations in writing explaining why such action would be inappropriate. We reserve the right to terminate your account should you fail to respond to such notice or if your submission fails to address the alleged conduct in a suitable manner. We may also share the circumstances and information regarding the allegations with our legal department and/or law enforcement agencies.

HIPAA Compliance and Protected Health Information

You acknowledge and agree that Rytil is acting as a Business Associate to your healthcare organization. Your use of our Services is contingent upon execution of a Business Associate Agreement (BAA), which is incorporated by reference into these Terms and Conditions. In the event of any conflict between these Terms and Conditions and the BAA, the terms of the BAA shall control with respect to Protected Health Information (PHI).

You are solely responsible for:

• Maintaining the confidentiality of all login credentials

• Ensuring that only authorized personnel access the Services

• Immediately notifying Rytil of any unauthorized access or security incidents

• Obtaining all necessary patient authorizations and consents

• Training your workforce on proper use of the Services

• Complying with all applicable HIPAA requirements in your use of the Services

Rytil shall not be responsible for any HIPAA violations, data breaches, or unauthorized disclosures of PHI that result from:

• Your failure to maintain proper security of login credentials

• Access to the Services by unauthorized individuals using valid credentials provided to your organization

• Your workforce's improper use or disclosure of PHI

• Any modifications or alterations to the Services made by you or your representatives

• Your failure to implement appropriate security measures within your organization

• Use of the Services in a manner inconsistent with our documentation or training

Fees

You agree to pay the fees for any actions completed through our Services as provided in our Fee Schedule. You acknowledge and agree that such fees may change from time to time and will become effective as of the effective date indicated in the revised Fee Schedule. 

Subscriptions

Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them. These fees will be notified to you through our Rytil's Fee Schedule which will be located in the subscription tab of your Account.

If you purchase a recurring subscription from us, the subscription period for your account shall be renewed automatically at the expiration of each subscription period, until terminated successfully through our Platform. By purchasing a recurring subscription, you authorize us to automatically charge the fees:

• upon the commencement of your first subscription period,

• upon expiration of any applicable trial period or at a date otherwise indicated by us; and

• on the renewal date of the subscription period thereafter, without any further action by you.

Any fees due in relation to your account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the fees may result in the suspension or termination of your access to your account and/or our Platform or any of the Services.

Our fees may be amended from time to time at our discretion. We will provide you reasonable advance written notice of any amendment of recurring fees. Your continued use of any of the Services will constitute acceptance of the amended fees.

All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or providing any reason.

We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of applicable fees. If you cancel your subscription to our Platform, you may continue to access your account until the expiration of the subscription period in which the cancellation occurred.

We may at our sole and absolute discretion, offer a refund of fees for a particular subscription period where no actions have been taken with respect to your account during that subscription period and you have notified us in writing of your intention to terminate your subscription on or before three (3) days of the due date for payment for that subscription period.

Intellectual Property

All Content included on the Services, unless uploaded by Users, including, but not limited to: text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Rytil, our affiliates or other relevant third-parties. By continuing to use the Services you acknowledge that such material is protected by applicable United States and international intellectual property and other relevant laws.

You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Services unless otherwise indicated on the Services or unless given express written permission to do so by Rytil.

Material from the Services may be re-used without written permission where any of the exceptions detailed in United States and international intellectual property and other relevant laws apply.

Privacy

For the purposes of applicable data protection legislation, Rytil will process any personal data you have provided to it in accordance with the Privacy Policy available on the Rytil Application or on request from Rytil. You agree that, if you have provided Rytil with personal data relating to a third-:party

• you have obtained all necessary and appropriate consents or notices to enable lawful transfer of such personal data to Rytil and

• that you have brought to the attention of any such third-party the Privacy Notice available on Rytil's Application or otherwise provided a copy of it to the third-party.

You agree to indemnify Rytil in relation to any and all liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements. You acknowledge and agree that Rytil is not responsible for the intentional or criminal acts of third-parties such as hackers or “phishers.”

Cookie Policy

The Rytile website www.rytil.com (our “Website”) uses cookies to distinguish you from other users of our website. This cookie policy sets out information on how Rytil. (“we” or “us”) uses cookies and similar technology on our website.

By accessing our website, account holders, users and visitors of our website (each, “you”) agree that we can place cookies on your device on the terms and conditions of this cookie policy.

What are cookies?

Cookies are text files containing small amounts of information which are downloaded to your device when you visit our website. They allow us to recognize your device and track its usage on our website.

Why do we use cookies?

Our website uses cookies for the purpose of distinguishing you from other users of our website by storing, generally non-personally identifiable, information (for example, session information such as the number of times you visit our website and the location from which you are accessing the Website).

Cookies also help us to provide you with a good experience when you browse our website and allows us to improve our website. This includes more efficient navigation between pages, remembering your preferences and general improvement of the user experience.

Cookies will generally not allow us to obtain personal data regarding you, such as your name or address. Where we collect personal data about you when we use cookies or any similar technology, we shall only do so in compliance with our Privacy Policy. You may refer to our Privacy Policy on how we treat personal data that we have collected.

What types of cookies do we use?

We use both first party cookies, which are issued from our website's own domain, and third-party cookies, which belong to and are managed by other parties, such as our partners or service providers.

The cookies used on our website can be divided into two categories:

• Session cookies: These are temporary cookies that will be deleted from your device once you close your browser. They are used to remember your device as you move within our website.

• Persistent cookies: These are longer-lasting cookies that remain on your device even after you close your browser. They are used to recognize your device each time you use our website and to remember your preferences.

What if I do not want to use cookies?

If you want to remove existing cookies from your device or if you want to block future cookies being placed on your device, you can do this via your browser settings.

Please bear in mind that deleting and blocking cookies will have an impact on your user experience as parts of our website may no longer work.

Please also note that, unless you have adjusted your browser settings to block cookies, our system will issue cookies as soon as you visit our website or click on a link in a targeted email that we have sent you, even if you have previously deleted our cookies.

Changes

Any changes we may make to our cookie policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

Disclaimers

Rytil makes no warranty or representation that the Services will meet your requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.

No part of this Application is intended to constitute advice and the content of this Application should not be relied upon when making any decisions or taking any action of any kind.

Limitation of Liability

To the maximum extent permitted by law, Rytil accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Services or any information contained therein. Users should be aware that they use the Services and its content at their own risk.

Nothing in these Terms and Conditions excludes or restricts Rytil's liability resulting from any negligence or fraud on the part of Rytil. You agree we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss or corruption of data or information;

• loss of business opportunity, goodwill or reputation; or

• any other indirect or consequential loss or damage.

Every effort has been made to ensure that these Terms and Conditions are compliant with applicable law. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions.

To the maximum extent permitted by applicable law, in no event shall the aggregate liability of Rytil (including our directors, members, employees and agents), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of, or inability to use, Rytil's Platform or any of the Services, exceed the fees paid by you to Rytil during the 12 months immediately preceding the date of any claim giving rise to such liability.

Indemnity

You agree to indemnify and hold harmless Rytil (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to:

• your use of, or conduct in connection with, our Services;

• any Information you provide;

• your violation of these Terms and Conditions; or

• your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

Disclaimer of Warranties

Except as expressly provided to the contrary in a writing by us, our Services are provided on an "as is" and "as available" basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our Services, including the information, content and materials contained therein.

You acknowledge and agree that information you store or transfer through our Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third-party providers, internet outages, force majeure events or other disasters including third-party attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services.

Binding Arbitration

If we are unable to resolve a dispute through informal negotiations, you acknowledge and agree that the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Commercial Related Disputes ("AAA Commercial Rules"), both of which are available at the AAA Website www.adr.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Commercial Rules and, where appropriate, limited by the AAA Commercial Rules.

The arbitration will be held in the United States county where you live or work, New York, New York, or any other location we agree to. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party.

The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so, except where otherwise required by the applicable AAA rules or applicable law. By agreeing to open an account with us, to use Rytil's Platform or any of the Services, you acknowledge and agree that any dispute will be finally and exclusively resolved between you and Rytil by binding arbitration and that you forgo your right to sue in court and have a jury trial.

Class Action Waiver

The parties agree that:

• no arbitration proceeding hereunder whether a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and

• no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a business dispute on an individual basis, and each waives the right to participate in a class action.

Waiver of Jury Trial

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.

No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

Previous Terms and Conditions and Revisions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

We agree that if we make any material changes to these Terms and Conditions, we will send you an email or written notification regarding the changes and include an updated version of this agreement on our website.

It is your responsibility to review this website and these Terms and Conditions on a regular basis. If you object to any such changes, your sole recourse will be to stop using our website and to close your account.

Redress

If you have any complaints or want to report abuse or have concerns about how we are processing your information, please contact us, as provided further below.

Receipt of Electronic Documents

You authorize us to deliver, and you agree to accept, all required regulatory notices and disclosures via electronic mail, as well as all other correspondence from us. Information and documents provided by us can include, but are not necessarily limited to: updates and offers, account reports prepared by us, our Privacy Policy and written communications, etc.. You acknowledge and agree that Rytil may assign this agreement without your consent. We shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to your last provided email address.

Severability

If any part of these Terms and Conditions is unlawful, void or determined to be unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

Assignability

These Terms of Services are not assignable, transferable or sub-licensable by you except with our prior written consent and any such attempted assignment, transfer, or sub-license shall be void. You may not transfer, lease, assign or sell your account to a third-party and you may not grant any person access to your Account.

Headings

Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

Law and Jurisdiction

These Terms and Conditions and any additional guidelines and rules are hereby incorporated by reference and apply to your access to and use of your Rytil account.

Entire Agreement

These Terms and Conditions and the relationship between you and Rytil shall be governed by and construed in accordance with the laws of the United States. You agree to submit to the exclusive jurisdiction of the courts of Delaware in the event of any dispute regarding these Terms and Conditions.

Contact

If you have any questions, complaints, or claims with respect to the Services or anything contained in these Terms and Conditions, please contact us at: contact@rytil.com