Effective January 24, 2022

These Developer Sandbox Terms of Service (“Sandbox Terms”) govern your use of certain Zus Platform developer content, features and functionality (the “Builder Services”) in a sandbox instance (the “Sandbox Environment”).   Please read these Sandbox Terms carefully because they are a binding agreement between you and Zus Health, Inc. (“Zus”).

BY CLICKING OR CHECKING A BOX TO ACCEPT, OR BY LOGGING INTO OR USING THE SANDBOX ENVIRONMENT, YOU AUTOMATICALLY AGREE TO THESE SANDBOX TERMS.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT CLICK “I ACCEPT”, CREATE AN ACCOUNT, OR USE THE SANDBOX ENVIRONMENT.

Using the Sandbox Environment

1. Sandbox Environment. Through the Sandbox Environment, you may use certain Builder Services for testing, demonstration or evaluation purposes only. Zus may restrict or terminate your use of the Sandbox Environment at any time if you violate any provisions of these Sandbox Terms. Your use of the Builder Services for development or use of production applications is governed by a separate set of Builder Terms of Service (“Builder Terms”).  You will agree to the Builder Terms separately if you use the Zus Platform Builder Services.
2. No Patient Data. You may only use synthetic data or test data derived from patient data which has been properly de-identified under Applicable Law (“Test Data”) with the Sandbox Environment.  Zus may make Test Data available to you in the Sandbox Service. You may also upload your own Test Data, but only if you comply with the requirements of these Sandbox Terms. You may not upload any actual identifiable patient data to the Sandbox Environment, including any Protected Health Information (“PHI”) as defined under HIPAA or any other personally identifiable information (“PII”).
3. Regulatory Limitations. By accepting these Sandbox Terms you acknowledge that Zus does not provide the same kind of information security protections for the Sandbox Environment that it does for its Builder Service and that Zus has not entered a Business Associate Agreement with you.
4. Other Restrictions on Use. You may not and you agree not to, or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt or create derivative works of the Builder Services, the Documentation available on our website, the Sandbox Environment or any part or component thereof. You may only use APIs specifically identified for Builder use in the Documentation (“Documented APIs”) and you may not use or call any private, internal or other APIs to which you may have access through the Sandbox Environment.  You agree that you will not upload, transmit or otherwise provide to or through the Sandbox Environment any information, data, content or that contain, transmit or activate any harmful, malicious or destructive code. You will not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Builder Services, Documentation or Sandbox Environment, including any screen displays or any other products or materials provided by Zus. You will only use the Sandbox Environment in accordance with any usage limits included in the Documentation.   We reserve the right to limit or disable your use of the Sandbox Environment to the extent necessary to protect system stability or security, in which case we will make reasonable efforts to contact you in advance of imposing any such limits.

Confidentiality & Intellectual Property

1. Confidentiality.  “Confidential Information” includes all information Zus provides to you under these Sandbox Terms, including without limitation, any tools, content, or Documentation, including any third-party content, materials or software. You agree not to use or disclose this Confidential Information except as necessary to use the Sandbox Environment for testing, demonstration, or evaluation purposes.  Your confidentiality obligations will continue after you stop using the Sandbox Environment or termination of these Sandbox Terms.  You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of the Confidential Information and that Zus will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as deemed proper by a court of competent jurisdiction.
2. Zus Intellectual Property.  Subject to your compliance with these Sandbox Terms, Zus grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use the Sandbox Environment, including the Builder Services, Zus Platform, and any included third-party content, material or software.  You will not use, access, integrate with, modify, translate, create derivative works of, reverse engineer, or otherwise exploit the services or functionality made available in the Sandbox Environment.  Zus reserves all rights title and interest not expressly granted in these Sandbox Terms. For any feedback, suggestions, or recommendations related to the Sandbox Environment, the Builder Services or any Zus Documentation (“Feedback”) that you may give to Zus while you use the Sandbox Environment or any Builder Services, you give Zus a non-exclusive, irrevocable, perpetual, royalty-free, fully-paid up, transferable and sublicensable license to use in any manner and for any purpose.
3. Your Intellectual Property.  You will retain all rights, title and interest not expressly granted in these Sandbox Terms to any content, data or code you upload to the Sandbox Environment (“Your Content”).  Only for purposes of making the Sandbox Environment available to you consistent with our Documentation, you grant to Zus a worldwide, non-exclusive, transferable, assignable, sub licensable royalty-free license to host, use, distribute, modify, run, copy, publicly perform or display Your Content.

No Warranties & No Liability

1. No Warranties.  OTHER THAN AS EXPRESSLY SET OUT IN THESE SANDBOX TERMS, ZUS PROVIDES THE SANDBOX ENVIRONMENT “AS IS” AND WITHOUT ANY SPECIFIC PROMISES ABOUT THE SERVICES, THEIR FUNCTIONALITY, CONTENT OR TEST DATA WITHIN THE SERVICES, OR THEIR RELIABILITY OR AVAILABILITY.  SOME JURISDICTIONS ALLOW FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  TO THE EXTENT PERMITTED BY LAW, WE EXCLUDED ALL WARRANTIES.
2. Limitation of Liability. EXCEPT WHERE PROHIBITED, ZUS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SANDBOX ENVIRONMENT.
3. Indemnification. You agree to indemnify, release and hold Zus harmless from any and all liability, claims, actions, loss, harm, damage, injury or costs arising out of your use of the Sandbox Environment.

Miscellaneous

1. We may modify these Sandbox Terms at any time by posting a revised version on our website.  By clicking “I accept”, or by continuing to use or log in to the Sandbox Environment after the Sandbox Terms have changed, you indicate your agreement to them. If you do not agree to the changes, you should stop using or logging in to the Sandbox Environment.
2. These Sandbox Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law rules.  Any legal action, suit or proceeding arising from these Terms will be brought in state or federal court in Suffolk County, Massachusetts. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Builder Terms. If any part of these Builder Terms are invalid, illegal, or unenforceable, the rest of the Builder Terms will remain in effect. Neither Party will assign, delegate, or otherwise transfer these Builder Terms or any applicable Order Form(s), in whole or in part, without the other Party’s prior written consent, except that either party may assign these Builder Terms in the event of a merger of sale of all or substantially all of the Party’s assets.