Last Updated May 11, 2018

Welcome to the Castlight Companies’ Terms of Use. The “Castlight Companies” include Castlight Health, Inc. (“Castlight”) and its wholly owned subsidiary Jiff, Inc. (“Jiff”).

These Terms of Use applies to the us.castlighthealth.com website (including its subpages) and our mobile app (Castlight Mobile), collectively, the “Care Guidance Sites.” The Care Guidance Sites provide a United States based service (the “Care Guidance Service”). These Terms of Use also apply to Jiff’s services, which includes the Jiff – Health Benefits mobile app and https://app.jiff.com/#/auth2/app (including its subpages), collectively, the “Wellbeing Sites.” The Care Wellbeing Sites provide services within the United States and other countries (the “Wellbeing Service”).  Together, the Care Guidance Sites and Wellbeing Sites are referred in these Terms of Use as “Sites.” Additionally, the Care Guidance Service and the Wellbeing Service are collectively referred in these Terms of Use as “Service.”

Please take a minute to ensure that you understand the terms and conditions of our relationship by reading this important information, which includes certain limitation of liability and indemnification provisions applicable to your use of the Care Guidance Service and/or the Wellbeing Service. For ease of review, these Terms of Use are organized in sections which are specific to Care Guidance Service (Section I) or the Wellbeing Service (Section II).

  1. CARE GUIDANCE SERVICE

 

This Section I only applies to the Care Guidance Sites and the Care Guidance Service, and do not apply to the Wellbeing Sites or the Wellbeing Service.

These Terms of Use are an agreement between Castlight and users of its Care Guidance Service (“you” or “user”). BY CLICKING ON “I AGREE” BELOW OR USING THE CARE GUIDANCE SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. Castlight reserves the right to update or change these Terms of Use at any time and for any reason, however, if we make material changes, we will notify registered users by e-mail, post a notice on our home page or alert you to such changes by other similar means. By continuing to use the Care Guidance Service, you agree to accept any such revisions. The date of the last update is stated at the top of this document. As long as you comply with these Terms of Use, as revised, and are at least eighteen (18) years of age, Castlight grants you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited privilege to use the Care Guidance Service.

In consideration of your use of the Care Guidance Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, Castlight has the right to terminate your account and refuse any and all current or future use of the Care Guidance Service.

These Terms of Use expressly incorporate herein by reference the provisions of Castlight Companies’ Privacy Statement found at https://us.castlighthealth.com/privacy. Our Privacy Statement discloses Castlight’s practices regarding the collection and use of your personal information. By agreeing to these Terms of Use, you are also agreeing to the terms of our Privacy Statement and consenting to the use and disclosure of information provided to us as outlined therein. You should also read other policies that govern other parts of our Care Guidance Sites.

If you accept these Terms of Use and register for the Care Guidance Service, but later decide that you want to deactivate your account, please contact Customer Support at 888-722-0483 and a Castlight Guide will verify your identity and complete your request. By deactivating your account as set forth above, you will also revoke any consents you have provided herein.

  1. LIMITATIONS

Rely at Your Own Risk: Reliance on information provided through the Care Guidance Services is solely at your own risk. You should exercise independent judgment before applying any information provided through the Care Guidance Services to your own financial and health management needs, or otherwise relying on other information. No one person’s financial or health care needs are the same; therefore, there is no guarantee that information provided is accurate for or applicable to your particular circumstances.

Changes to the Care Guidance Sites or Care Guidance Service: You acknowledge that while we make an effort to keep you updated on important changes, such as by notifying you at login that a new Terms of Use is available for review, the Care Guidance Sites and Care Guidance Service may be changed or updated at any time for any reason without direct notice to you and information may not always be up to date. Castlight may also make changes in, or discontinue products, services or programs offered at any time with or without notice. We reserve the right to remove, screen, edit, or reinstate content, including third party and user content, from time to time at our sole discretion and without notice to you. For example, we may remove a review if we believe it violates our guidelines. We have no obligation to retain or provide you with copies of content, nor do we guarantee any confidentiality with respect to user content.

Not Professional Advice: Neither Castlight nor the Care Guidance Service is intended to provide legal, medical, healthcare coverage, tax or financial advice. Castlight is not, and is not an agent of, a health care provider, health plan, broker or tax or financial advisor. The Care Guidance Service is intended only to assist you in the organization of and decision-making process related to your health care coverage and payment options and is broad in scope. Your personal situation is unique, and any information and advice obtained through the Care Guidance Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial or health care strategy, you should consider obtaining additional information and advice from your health care provider, health plan, advisor, broker or others who are fully aware of your individual circumstances.

The drug information in the Care Guidance Service is intended to supplement, not substitute for, the expertise and judgment of your healthcare professional. The information is not intended to cover all possible uses, directions, precautions, drug interactions or adverse effects, nor should it be construed to indicate the use of a particular drug is safe, appropriate or effective for you. You should consult your healthcare professional before taking any drug, changing your diet or commencing or discontinuing any course of treatment.

Not Responsible for Coverage Determinations: Castlight will provide assistance to help you understand your health care coverage and payment options. Statements, interpretations, advice or opinions by Castlight regarding health care coverage and/or payment options are solely provided to assist you with your decision making and are based on Castlight’s review of information available to Castlight regarding your plan (which may or may not be complete and/or current) and information provided to Castlight by you. The ultimate decision on whether a procedure or drug is covered, and to what extent coverage may be provided, rests solely with your health plan.

Educational Resources: Castlight may make available self-care informational services which provide general medical and health information. These communications and resources are not comprehensive medical texts and do not include all the potential information regarding a subject matter. These communications and resources are for general educational and informational purposes only, and should not be relied upon as a substitute for patient-specific medical diagnosis and treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Castlight. Such information is not a substitute for seeing an appropriate healthcare professional for medical treatment.

User Reviews: User reviews submitted through the Service are considered informational only and are not intended to – and do not – constitute professional advice with respect to the information provided. User reviews are based on personal experiences of users that may not be complete, comprehensive, representative of, or applicable to your individual circumstances. Please consult your health care provider, health plan, advisor, broker or other relevant professional regarding your specific situation.

Should you choose to submit a user review to the Care Guidance Service, you agree that: (a) you will not submit with your user review any PHI (as further defined below) or other personally identifiable information relating to you or any other individual which, together with other information, may be used to identify you or any other individual; (b) your user review is accurate and does not violate these Terms of Use, including the Restriction on Use set forth in greater detail in Section I.5 below; (c) you own or otherwise control and are responsible for the content of your user review and assume all risks associated therewith, including anyone’s reliance on its quality, accuracy, or reliability; and (d) Castlight retains the absolute right and sole discretion to publish, post, display, remove, screen, edit, or reinstate your review without notice to you.

  1. RIGHTS YOU GRANT TO US AND ASSOCIATED THIRD PARTIES

With the Care Guidance Service, you permit Castlight to retrieve your or your minor dependents’ information maintained online by your financial institution or third party administrators of your health plans or other third parties with which you engage in healthcare transactions (“Account Information“). In particular, if you have a HSA, FSA or HRA Account, you hereby provide your consent to your financial institution or third party custodian (“Custodian”) sharing your available HSA or HRA balance in your HSA, FSA or HRA account with Castlight for purposes of providing the Care Guidance Service. You understand that your HSA, FSA or HRA account is separate and not part of your health plan.  You further consent to a secure single sign-on with the Care Guidance Service to connect to or from any third party service with your Account Information, including but not limited to the Custodian of your HSA, FSA or HRA accounts, and you acknowledge that anyone using the Care Guidance Sites with your credentials will also have full access to, and use of, such connected third party service. We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party websites. Castlight cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Castlight cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Care Guidance Service, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such websites. By submitting information, materials and other content to us through the Care Guidance Service, you are licensing that content to Castlight solely for the purpose of providing the Care Guidance Service. Castlight may use and store the content, but only to provide the Care Guidance Service. By submitting this content to Castlight, you represent that you are entitled to submit it to Castlight for use for this purpose, without any obligation by Castlight to pay any fees or other limitations.

You understand and agree that the Care Guidance Service is not sponsored or endorsed by any third parties from whom Castlight may access your information or that may be accessible through the Care Guidance Service.

With respect to any user review that you choose to submit to the Care Guidance Service, you grant Castlight a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, delete, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform information contained in such a user review for any purpose whatsoever throughout the world in any media, now known or hereafter devised. In addition, you further agree that Castlight retains the absolute right and sole discretion to publish, post, display, remove, screen, edit, or reinstate your review without notice to you.

  1. LEGAL NOTICES

DISCLAIMERS: YOU UNDERSTAND AND AGREE THAT: YOUR USE OF THE CARE GUIDANCE SERVICE AND THE CARE GUIDANCE SITES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE CARE GUIDANCE SERVICE IS AT YOUR SOLE RISK. THE CARE GUIDANCE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CASTLIGHT AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATES“) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE CARE GUIDANCE SERVICE OR THE CARE GUIDANCE SITES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CASTLIGHT IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY REVIEWS, RATINGS OR DATA FROM ANY THIRD PARTY. WHILE CASTLIGHT TAKES STRINGENT PRECAUTIONS TO PROTECT YOUR DATA AND COMPLY WITH PRIVACY RULES AS SET FORTH IN THE SECURITY STATEMENT, WHICH CAN BE FOUND AT CASTLIGHTHEALTH.COM/SECURITY, CASTLIGHT CANNOT FULLY GUARANTEE THE SECURITY OF INFORMATION YOU MAY PROVIDE OR INTERRUPTIONS IN THE AVAILABILITY OF THE CARE GUIDANCE SERVICE, WHETHER THE RESULT OF ACTIONS BY CASTLIGHT OR ANY THIRD PARTY. COMPLIANCE WITH THE SECURITY STATEMENT DOES NOT ENSURE THAT, AND CASTLIGHT AND ITS AFFILIATES MAKE NO WARRANTY: (a) THAT THE CARE GUIDANCE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THAT THE CARE GUIDANCE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CARE GUIDANCE SERVICE WILL BE ACCURATE OR RELIABLE; (d) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CARE GUIDANCE SERVICE WILL MEET YOUR EXPECTATIONS; (e) REGARDING THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY OR USER REVIEWS, RATINGS OR INFORMATION; AND (f) THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CASTLIGHT OR THROUGH OR FROM THE CARE GUIDANCE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY: IN NO EVENT SHALL CASTLIGHT, NOR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (i) ACTUAL FEES PAID BY YOU, OR (ii) $2,000.00. IN NO EVENT SHALL CASTLIGHT OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT IS CASTLIGHT LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY’S ACTS OR OMISSIONS.

You acknowledge and agree that payment by Castlight or retention by you of direct damages, as limited above, is your sole and exclusive remedy in exhaustion of all other remedies, at law or in equity, and that such remedy has not failed of its essential purpose. Any claims against Castlight arising in connection with your use of the Care Guidance Sites or THE Care Guidance Service, product or information offered or purchased through the Care Guidance Sites must be brought against Castlight within one (1) year of the date of the event giving rise to such action. When using the Care Guidance Service, information will be transmitted over a medium which may be beyond the control and jurisdiction of Castlight, its customers and/or vendors. Accordingly, Castlight assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Care Guidance Service.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the above disclaimers and limitations may not apply to you if you reside in such a jurisdiction. You may also have other legal rights that vary from state to state.

  1. INTELLECTUAL PROPERTY

Copyrights Trademarks and Patents: All of the: (a) content included on the Care Guidance Sites, including text, art, graphics, logos, button icons, images, pictures, audio clips and software, collectively “Content“); (b) trademarks, trade names, logos, brand names and service marks (“Marks“) of Castlight, whether registered or unregistered; and (c) patents and patent applications (“Patent Rights“) of Castlight, are the property of Castlight, its members, partners or content providers, and are protected by U.S. and international copyright, trademark or patent laws, as applicable. Except as granted in the limited license below, any use of: (i) Content, including modification, transmission, presentation, distribution or republication; (ii) Marks; or (iii) Patent Rights is prohibited without the prior written consent of Castlight (or if a Mark is owned by a third party, the prior written consent of such third party).

Limited License: As a user of the Care Guidance Service, Castlight authorizes you to download the Content, Marks and other materials (collectively the “Materials“) on the Care Guidance Sites solely for your personal, non-commercial use. If you violate any provision of these Terms of Use, your permission to use such Materials automatically terminates and you must immediately destroy any copies you have made of any portion of such Materials. The Care Guidance Sites or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Castlight.

Third Party Licenses: You agree that you will not upload or transmit any communications or content of any type that infringe or violate any rights of any third party.

Data: Castlight welcomes your feedback as a user of the Care Guidance Service, and may request your feedback regarding the Care Guidance Service or providers referenced in the Care Guidance Service through surveys, bulletin boards, emails or other means. Any feedback you provide will become the confidential and proprietary information of Castlight, and you agree that Castlight may use in any manner and without limitation all comments, suggestions, complaints, reviews and other feedback you provide relating to the Care Guidance Service. Castlight shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use feedback for any purpose, including but not limited to, incorporation of such feedback into the Care Guidance Service or other Castlight software or services.

  1. RESTRICTIONS/PASSWORDS AND TERMINATION

Restrictions on Use: You agree that you will not: (i) use the Care Guidance Service in order to invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the Care Guidance Service; (ii) modify, erase or damage any information contained on the computer of any user connected to the Care Guidance Service; (iii) reverse engineer any portion of the Care Guidance Sites or Care Guidance Service; or (iv) use the Care Guidance Sites or Materials in any manner that is inconsistent with the limited license granted herein. Additionally, you agree not to post or transmit: (a) information under a false name; or (b) any information which (i) is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or (ii) contains any virus, worm, Trojan horse or other code which is contaminating or destructive to the files or programs of Castlight or any of its users. Castlight reserves the right to delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

Passwords: As a user of the Care Guidance Service, you will either (a) receive an activation code for registration and select a user name and password in order to access the Care Guidance Service; or (b) access the Care Guidance Service through a Castlight customer’s or business partner’s password protected website. You hereby agree that you will: (i) not distribute your activation code (if applicable); (ii) keep your password protected and not share it with others; and (iii) promptly inform us or the website through which you access the Care Guidance Sites of any need to deactivate a password. You may contact Castlight at support@castlighthealth.com.

Termination: Castlight reserves the right to refuse access to the Care Guidance Service and to terminate your use of the Care Guidance Service if Castlight believes that your conduct violates any applicable law or is harmful to the interests of Castlight, its members, partners or suppliers, or other users, or for any other reason in Castlight’s sole discretion, with or without cause.

  1. GENERAL LEGAL PROVISIONS

Third Party Links: The Care Guidance Service may include links to third party websites which may include opinions, information or recommendations of various third parties. In providing such links, Castlight does not represent to you that it or any of its customers has investigated the content of such third party websites. Castlight does not warrant or guarantee the accuracy of any content included on third party websites nor does it endorse, credential or accredit any opinions, recommendations or information included on such third party websites. Your use of third party websites is subject to the terms and conditions of use for such websites.

Governing Law and Jurisdiction: These Terms of Use are governed by California law for all purposes, including website use and product purchases, without giving effect to any principles of conflicts of laws. You hereby consent to the jurisdiction and venue of the courts in California.

International Laws: Castlight is based in the State of California in the United States of America. Castlight makes no claims that the Content of the Care Guidance Service is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Care Guidance Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Indemnification: You agree to indemnify, defend and hold harmless Castlight, its shareholders, affiliates, directors, managers or, employees or customers from and against any claims, actions or demands, liabilities and settlements including, without limitation, reasonable legal and accounting fees, resulting from your violation of these Terms of Use.

Third Party Rights: The indemnification provisions set forth above, consents provided in Section I.2, and the provisions under Section I.3 Legal Notices are for the benefit of Castlight, its Affiliates, its customers, and its third party providers of data, software and content, and any applicable Custodian. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

Entire Agreement: Except as expressly provided in the other policies on the Care Guidance Sites, these Terms of Use constitute the entire agreement between you and Castlight with respect to the use of the Care Guidance Sites and Care Guidance Service. You acknowledge that the provisions, disclosures and disclaimers set forth in these Terms of Use are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. If you have any concerns or questions regarding the Care Guidance Sites, Care Guidance Service or revisions to the Terms of Use, please contact us at support@castlighthealth.com.

Miscellaneous: Our failure to exercise or enforce any right or provision does not constitute a waiver of such right or provision. No waiver of any provision shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. Castlight may assign its rights and duties under this Agreement to any party at any time without notice to you and/or your approval. Questions or comments regarding the Care Guidance Sites or Care Guidance Service should be directed by e-mail to support@castlighthealth.com or via U.S. mail to Castlight Health, Inc. at 150 Spear Street, Suite 400, San Francisco, CA 94105, Attn: Legal Department.

  1. WELLBEING SERVICES.

 

This Section II only applies to the Wellbeing Sites and the Wellbeing Service and does not apply to the Care Guidance Sites or the Care Guidence Service.

THESE TERMS OF USE ARE AN AGREEMENT BETWEEN JIFF AND USERS OF THE WELLBEING SERVICE (“YOU” OR “USER”) WHO DOWNLOAD, INSTALL, ACCESS OR USE THE WELLBEING SERVICES (“JIFF SOFTWARE”). THIS IS AN AGREEMENT BETWEEN YOU AND JIFF AND NOT ANY OTHER THIRD PARTY. BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE JIFF SOFTWARE, YOU ACCEPT THESE TERMS OF USE, ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND IT, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU SHOULD NOT DOWNLOAD, INSTALL, ACCESS OR USE THE JIFF SOFTWARE AND YOU ARE NOT GRANTED RIGHTS TO USE THE JIFF SOFTWARE. BY USING THE JIFF SOFTWARE IN ANY WAY MEANS YOU AGREE TO THESE TERMS OF USE.

  1. LICENSE

Jiff grants the you a limited, non‑exclusive, personal and non‑transferable, non‑sublicensable license to download, install, access and use the Jiff Software, including any updates, upgrades or other new features, functionality or enhancements to the Jiff Software made available to the you, solely: (a) on a mobile electronic device(s) owned or controlled by you; (b) in connection with the Internet‑based web application, interactive services provided by Jiff; (c) for your own personal and entertainment purposes; (d) fully in accordance with the terms and conditions set forth in these Terms of Use; (e) fully in accordance with any terms of service or usage restrictions by any third‑party service provider, such as a wireless service provider; (f) only as permitted by the usage rules set forth in other third party company’s terms of use. You represents and warrants that you are of legal age to form a binding contract. Jiff Software is not directed to children and children are not eligible to use Jiff Software.

  1. RESTRICTIONS

The Jiff Software may be accessed and used only by the you in accordance with these Terms of Use. These Terms of Use do not allow for use of the Jiff Software by anyone other than the you. You may not copy, modify, publish, distribute or transfer the Jiff Software, or any copy thereof, in whole or in part. You may not reverse engineer, disassemble, decompile, create derivative works based on, or translate the Jiff Software, or otherwise attempt to derive the source code the Jiff Software, or authorize any other third party to do any of the foregoing. You are prohibited from developing, selling or distributing applications that are capable of launching, being launched from, or are otherwise integrated with, the Jiff Software without the prior, express written consent of Jiff.

You may not rent, lease, loan, resell for profit, distribute, sublicense or use in a time‑sharing or service bureau arrangement the Jiff Software, or any part thereof. You represent, warrant, and agree that you will not contribute any content or submission or otherwise use the Jiff Software or interact with the Jiff Software in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else; (b) violates any law or regulation; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your Jiff Software account or annoys other users (such as allowing someone else to log on as you on the Jiff Software); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user; or (f) copies or stores any significant portion of the content. A violation of any of the foregoing is grounds for termination of your right to use or access the Jiff Software.

  1. OWNERSHIP AND CONFIDENTIALITY

The Jiff Software is the property of Jiff or its licensor(s) and is protected by copyright and other intellectual property laws. The Jiff Software is licensed, not sold, to you for use only under these Terms of Use and all rights not expressly granted to you are reserved by Jiff. You understands that Jiff owns Jiff Software. you won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, creative derivative works based on, or otherwise exploit any of the Jiff Software.

Jiff Software is the confidential information of Jiff. You agree not to disclose Jiff’s confidential information to any third party. You shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Jiff’s confidential information, but in no event less than reasonable care. You shall promptly notify Jiff of any actual or suspected misuse or unauthorized disclosure of any Jiff confidential information.

You agree to notify Jiff if you become aware of any errors or inconsistencies in the information or content provided through the Jiff Software and comply with any corrective action taken by Jiff.

ANY MATERIAL OR DATA OBTAINED THROUGH USE OF THE JIFF SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU UNDERSTAND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE, INCLUDING BUT NOT LIMITED TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA. THE LAWS OF SOME JURISDICTIONS DO NOT PERMIT WAIVERS OF CERTAIN WARRANTIES, SO PORTIONS OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. IN THE EVENT JIFF CANNOT WAIVE ANY WARRANTY, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

You understands and acknowledges that Jiff, and not any other third party, is responsible for addressing any claims made by you or third parties relating to the Jiff Software, including, but not limited to: (a) product liability claims, (b) any claim that the Jiff Software fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, or (d) claims arising from effectiveness, assumptions of benefit or any claims arising due to wellness program effectiveness or your overall health.

YOUR USE OF THE WELLBEING SERVICE IS VOLUNTARY AND AT YOUR SOLE RISK. ANY HEALTH‑RELATED INFORMATION AVAILABLE THROUGH THE JIFF SOFTWARE IS GENERAL IN NATURE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE. JIFF SOFTWARE IS PROVIDED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE USED, TO REPLACE THE ADVICE OF HEALTHCARE PROVIDERS OR YOUR DOCTOR.

YOU ACKNOWLEDGE THAT THE JIFF SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE. THE JIFF SOFTWARE AND ANY INFORMATION CONTAINED ON OR MADE AVAILABLE THROUGH THE JIFF SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER.

  1. TRADEMARKS

Certain of the names, logos, and other materials displayed on or by the Jiff Software may constitute trademarks, tradenames, service marks or logos (“Marks”) of Jiff or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Jiff or those other entities.

  1. TERM

These Terms of Use shall continue in effect unless and until terminated by Jiff and/or you as set forth in these Terms of Use. Jiff may terminate these Terms of Use immediately due to material breach of these Terms of Use by you.

Upon termination of these Terms of Use, you shall have no right to access or use, in any way, the Jiff Software and shall destroy the Jiff Software on your devices. Sections II.2 (Restrictions), II.3 (Ownership and Confidentiality), II.4 (Trademarks), II.5 (Effect of Termination), II.6 (Links), II.7 (Legal Compliance), II.11 (Third Party Software), II.14 (Warranty; Disclaimer), II.15 (Limitation of Liability; Indemnification), and II.17 (General) shall survive any termination of these Terms of Use.

You may delete your account for the Wellbeing Service at any time, for any reason by sending an email to support@jiff.com. Jiff may terminate your access of the Jiff Software for any reason at any time. You understands that termination of your Terms of Use with Jiff is pursuant to these Terms of Use. Upon termination, regardless of reason you can request an electronic copy of your identifiable data within a period of thirty (30) days after termination. Request must be placed in writing and sent via email to support@jiff.com.

  1. LINKS

The Jiff Software or third parties may provide links to other websites or resources. Because Jiff has no control over, and does not review such sites and resources, you acknowledge and agree that Jiff is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. Access to any other websites linked in the Jiff Software is at your own risk. When leaving the Jiff Software you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third‑party website. JIFF WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.

  1. LEGAL COMPLIANCE

You represents and warrant that you are not: (a) 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 (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List.

The Jiff Software may not be downloaded or otherwise exported or re‑exported: (i) into (or to a national or resident of) any country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Jiff Software or documentation, you agree to the foregoing and represents and warrants that you: (a) are not located in, under the control of, or a national or resident of any such country or on any such list; (b) are not listed on any U.S. Government list of prohibited or restricted parties; and (c) agree to comply with all export laws and other applicable laws.

  1. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

By using the Jiff Software, you agree that Jiff may collect, use and disclose certain information about you pursuant to the Castlight Companies’ Privacy Statement located at: https://us.castlighthealth.com/privacy. The Wellbeing Service contain information, and other federal and state laws or regulations. By using the Wellbeing Service, you agree to be bound by, and comply with, all applicable current laws and regulations, and as amended, as well as future laws and regulations.

  1. ASSIGNMENT; CHANGE OF CONTROL

Neither these Terms of Use nor any rights or obligations of you hereunder may be assigned or delegated by you in whole or in part without the prior written approval of Jiff. Any assignment or delegation in derogation of the foregoing shall be null and void. These Terms of Use shall survive and may be assigned by Jiff upon a change of control of Jiff or in connection with any sale or transfer of assets to which these Terms of Use relates.

  1. JIFF CONTACT INFORMATION

You may direct questions, complaints or claims regarding the Jiff, Inc.,150 Spear Street, Suite 400, San Francisco, CA 94105, Attn: Legal Department.

  1. THIRD PARTY SOFTWARE

You acknowledges that the Jiff Software may contain copyrighted software of Jiff’s suppliers, which were obtained under a license from such suppliers (“Third Party Software”). All third party licensors and suppliers retain all right, title and interest in and to such Third Party Software and all copies thereof, including all copyright and other intellectual property rights. Subject to the foregoing, the Third Party Software includes certain open source software (“Open Source Software”).

Your use of any Third Party Software shall be subject to, and you shall comply with, the terms and conditions of these Terms of Use and the applicable restrictions and other terms and conditions set forth in any Third Party Software documentation or printed materials, including without limitation any end user license terms of use.

  1. INTELLECTUAL PROPERTY

In the event of a third‑party claim that the Jiff Software or your possession and use of the Jiff Software infringes such third‑party’s intellectual property rights, Jiff and not any other third party, is responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

  1. SUPPORT

Support for the Jiff Software is available by emailing support@jiff.com. Other third party applications, devices and services that connect to the Jiff Software supply support on their products and services, but have no obligation whatsoever to furnish any maintenance or support services with respect to the Jiff Software.

  1. WARRANTY; DISCLAIMER

Jiff does not warrant that any features, information, pictures, or graphic depictions, descriptions or other content in the Jiff Software are accurate, complete, reliable, updated, current, or error‑free.

THE JIFF SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE. THE JIFF SOFTWARE IS PROVIDED TO YOU “AS IS.” EXCEPT AS EXPRESSLY PROVIDED UNDER THESE TERMS OF USE, JIFF AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE JIFF SOFTWARE. IN ADDITION, NEITHER JIFF NOR ITS LICENSORS PROVIDE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO RESULTS OBTAINED FROM USE OF THE JIFF SOFTWARE. JIFF EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

  1. LIMITATION OF LIABILITY; INDEMNIFICATION

NEITHER JIFF NOR ITS AFFILIATES, AGENTS OR LICENSORS, SHALL BE LIABLE TO THE YOU OR ANYONE ELSE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF JIFF, ITS AFFILIATES, AGENTS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES IS/ARE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LAWS OF SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO PORTIONS OF THE ABOVE MAY NOT APPLY TO THE YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS JIFF AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM AND AGAINST ALL CLAIMS, ACTIONS LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) (“CLAIMS”) THAT MAY AT ANY TIME BE INCURRED BY ANY OF THEM BY REASON OF ANY CLAIMS, SUITS OR PROCEEDINGS ARISING FROM (I) YOUR USE OF THE JIFF SOFTWARE, (II) USE OF YOUR CONTENT AND/OR (III) ANY BREACH BY YOU OF ANY REPRESENTATION, WARRANTY OR OBLIGATION HEREUNDER.

  1. CHANGES TO SOFTWARE

Jiff reserves the right to modify or discontinue, temporarily or permanently, the Jiff Software or any service to which it connects, with or without notice and without liability to the you.

  1. GENERAL

These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of California exclusively; in the same manner as such laws apply to contracts between California residents performed entirely within California. The Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

The Jiff Software and documentation each were developed by private financing and constitute “Commercial Items” as that term is defined at 48 C.F.R. §2.101. The Jiff Software consists of “Commercial Computer Software” and “Commercial Computer Documentation” as such terms are used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202‑ 1 through 227.7202‑4, all U.S. Government users acquire only those rights in the Jiff Software and documentation that are specifically provided by these Terms of Use. Consistent with 48 C.F.R. §12.211, all U.S. Government users acquire only technical data and the rights in that data customarily as specifically provided in these Terms of Use.

The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

In the event any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of the Terms of Use will remain in full force and effect so long as a party’s rights under these Terms of Use are not materially affected.

These Terms of Use are the complete and exclusive statement of the Terms of Use between Jiff and you which supersedes any proposal or prior Terms of Use, oral or written, and any other communications between the parties in relation to the subject matter of these Terms of Use.