Terms of Service
Alera, Inc. d/b/a Citeline Health
Effective Date: March 2026
These Terms of Service ("Terms") govern your access to and use of the websites, mobile applications, and services provided by Alera, Inc., a Delaware corporation, doing business as Citeline Health (referred to collectively as "Citeline Health," "Citeline," "Company," "us," "we," and "our"), including our AI-powered prior authorization call management platform, related tools, and all associated features and functionality (collectively, the "Services"). By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, as well as all applicable laws and regulations. These Terms constitute a legally binding agreement between you and Citeline Health. If you do not agree with any part of these Terms, you must discontinue using the Services immediately.
1. Definitions
"Service" or "Services": Refers to Citeline Health's AI-powered prior authorization call management platform, including all associated websites, mobile applications, tools, features, and functionality.
"Citeline Health," "Company," "We," "Us," or "Our": Refers to Alera, Inc., a Delaware corporation, doing business as Citeline Health, including its officers, directors, employees, agents, and affiliates.
"You," "Your," or "User": Refers to any individual or entity who accesses, registers for, or uses the Services.
"Authorized User": Refers to any licensed physician, authorized clinical staff member, or other healthcare professional who has been verified and granted access to the Services.
"Case Data": Refers to all information submitted by a User in connection with a prior authorization case, including but not limited to patient identifiers (name, date of birth, medical record number), diagnosis information, contested orders, insurance details (provider, plan, group/BIN number, case ID, callback numbers), and any other information necessary to conduct a prior authorization call.
"Call Data": Refers to audio recordings, transcripts, metadata (including call duration, hold times, and call outcomes), and any other information generated during outbound calls placed by the Services on behalf of a User.
"Protected Health Information" or "PHI": Shall have the same meaning as the term "protected health information" in 45 C.F.R. Section 160.103.
"Covered Entity": Shall have the same meaning as the term "covered entity" in 45 C.F.R. Section 160.103.
"Privacy Policy": Refers to Citeline Health's Privacy Policy, which is incorporated into these Terms by reference.
2. Description of Services
Citeline Health provides an AI-powered platform designed to assist healthcare professionals in managing prior authorization peer-to-peer (P2P) calls with insurance companies. The Services include:
(a) Case intake and management, wherein Users submit Case Data through the platform;
(b) Automated outbound calling to insurance company callback numbers on behalf of the User;
(c) AI-driven phone tree navigation and interaction with insurance company automated systems and intake staff;
(d) Hold management while waiting for insurance medical reviewers;
(e) Detection of medical reviewer connection and real-time notification to the User for handoff;
(f) Aggregation and maintenance of insurance company callback numbers by provider and plan; and
(g) Related tools and features as may be offered from time to time.
The Services are designed to handle the administrative components of the P2P prior authorization process. The AI does not conduct clinical discussions, provide medical advice, render diagnoses, or substitute for physician judgment in any capacity. When a medical reviewer connects, the User is notified and assumes direct control of the conversation. Information provided about the Services is for general informational purposes and does not constitute a binding offer. Citeline Health's commitments to institutional clients are governed by separate written agreements as applicable.
3. Eligibility and Account Registration
3.1 Eligibility.
The Services are intended for use by licensed United States physicians and authorized clinical staff. By using the Services, you represent and warrant that: (a) you are at least 18 years of age; (b) you are a licensed healthcare professional in the United States or are authorized clinical staff acting under the supervision of a licensed physician; (c) you have the right, authority, and capacity to agree to and abide by these Terms; and (d) you are not prohibited from using the Services under any applicable law or regulation.
3.2 Registration.
You must register an account with Citeline Health to access the Services. Registration requires you to provide your name, email address, National Provider Identifier (NPI) number, specialty, practice name, practice location, and other information as specified ("Registration Information"). You agree that your Registration Information is true, accurate, current, and complete, and you will promptly update it as necessary.
3.3 Account Security.
You are solely responsible for maintaining the confidentiality and security of your account credentials. You may not permit another person to use your credentials to access the Services. You are responsible for all activity that occurs under your account. If you believe your account security has been compromised, you must immediately notify us. We shall have no liability for any unauthorized access to or use of your account.
3.4 Verification.
We may attempt to verify the accuracy of your Registration Information, including your professional credentials and licensure status. We reserve the right to deny or revoke access to the Services if we are unable to verify your identity or credentials to our reasonable satisfaction. While we take steps to verify that Users who identify as healthcare professionals are in fact licensed, we make no guarantee as to the identity, professional credentials, or licensure status of any User.
4. Physician Authorization and Agency
4.1 Authorization.
By using the Services to initiate a prior authorization call, you expressly authorize Citeline Health's AI agent to:
(a) Place outbound telephone calls to insurance company callback numbers on your behalf;
(b) Identify itself as calling on behalf of you and your practice in connection with a prior authorization case;
(c) Provide Case Data, including patient information, to insurance company automated systems, intake staff, and other personnel as necessary to advance the prior authorization process;
(d) Navigate phone trees, respond to prompts, and interact with insurance company systems using DTMF tones and voice responses;
(e) Remain on hold and monitor the call for the connection of a medical reviewer; and
(f) Record, transcribe, and store Call Data for the purposes described in these Terms and our Privacy Policy.
4.2 Scope of Authority.
The AI agent's authority is limited to the administrative tasks described in Section 4.1. The AI agent will not engage in clinical discussions with medical reviewers, provide medical opinions, make treatment recommendations, or exercise clinical judgment. Upon detection of a medical reviewer's connection, the AI agent will immediately notify you for handoff.
4.3 Representations.
By submitting Case Data and initiating a call through the Services, you represent and warrant that:
(a) You have the authority to share the patient's Protected Health Information for the purpose of conducting the prior authorization process;
(b) The sharing of such information with Citeline Health for automated call handling is within the scope of your treatment, payment, or healthcare operations activities under HIPAA;
(c) All Case Data you provide is true, accurate, and complete to the best of your knowledge;
(d) You have complied with all applicable laws, regulations, and professional standards in connection with your use of the Services; and
(e) You will be available to assume the call when notified that a medical reviewer has connected.
4.4 Responsibility.
You acknowledge and agree that you are solely responsible for: (a) the accuracy and completeness of all Case Data submitted through the Services; (b) any clinical decisions made during or as a result of the P2P call; (c) compliance with all applicable laws and professional standards; and (d) the outcomes of any prior authorization process conducted using the Services. Citeline Health is an administrative tool and does not bear responsibility for clinical outcomes, authorization decisions, or the conduct of insurance company personnel.
5. Use of the Services
5.1 Permitted Use.
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your professional use in managing prior authorization calls.
5.2 Prohibited Activities.
You agree that you will not:
(a) Use the Services for any purpose other than managing prior authorization calls as described herein;
(b) Use the Services to transmit information in violation of any applicable federal or state law or regulation, including but not limited to HIPAA;
(c) Impersonate or misrepresent your identity, credentials, or affiliation with any person or entity;
(d) Submit false, misleading, or fabricated Case Data;
(e) Attempt to access, search, or scrape any Citeline Health property through any engine, software, tool, agent, device, or mechanism other than the interfaces provided by us;
(f) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Services;
(g) Interfere with or disrupt the Services or associated systems, or introduce viruses, malware, or other harmful code;
(h) Use the Services to harvest or collect information about other Users;
(i) Copy, modify, distribute, sell, or lease any part of the Services or included software;
(j) Remove any copyright, trademark, or other proprietary rights notices from the Services;
(k) Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks; or
(l) Use the Services in any manner not expressly permitted by these Terms.
5.3 Monitoring.
We may (but are not obligated to) monitor your use of the Services for compliance with these Terms, applicable law, or any government or regulatory request. We may terminate or suspend your access upon determination that you have violated these Terms, without prior notice and at our sole discretion.
6. HIPAA Business Associate Agreement
The following provisions constitute a Business Associate Agreement ("BAA") between Citeline Health and you, and are incorporated into and form a part of these Terms. This BAA applies if and to the extent that: (1) you are a Covered Entity as defined under HIPAA; and (2) Citeline Health receives, creates, maintains, or transmits Protected Health Information in connection with the Services. Citeline Health, in its capacity as a Business Associate, is referred to in this Section as "Business Associate," and you, in your capacity as a Covered Entity, are referred to as "Covered Entity." This BAA is entered into for the purposes of complying with the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act").
6.1 Definitions.
Any capitalized term not specifically defined in this Section shall have the same meaning as set forth in 45 C.F.R. Parts 160 and 164.
(a) "Electronic Protected Health Information" or "ePHI" shall have the same meaning given to such term in 45 C.F.R. Section 160.103, limited to information created, received, maintained, or transmitted from or on behalf of Covered Entity.
(b) "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. Section 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. Section 164.502(g).
(c) "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 C.F.R. Section 160.103, except limited to any individual or entity who creates, receives, maintains, or transmits PHI on behalf of Business Associate.
(d) "Unsecured PHI" shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary.
6.2 Obligations of Business Associate.
(a) Business Associate agrees that it shall: (i) use or disclose PHI only in connection with fulfilling its duties and obligations under this BAA and the Services; (ii) not use or disclose PHI other than as permitted or required by this BAA or as required by law; (iii) not use or disclose PHI in any manner that violates applicable federal and state laws; and (iv) use and disclose only the minimum necessary PHI for its specific purposes.
(b) Business Associate agrees to use appropriate safeguards consistent with the size and complexity of its operations and to comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI other than as provided by this BAA.
(c) Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by this BAA, including Breaches of Unsecured PHI as required at 45 C.F.R. Section 164.410, and any Security Incident of which it becomes aware. The Parties acknowledge that this provision constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents (including pings, port scans, unsuccessful log-on attempts, and denials of service) for which no additional notice shall be required, so long as such incidents do not result in unauthorized access, use, or disclosure of ePHI. Due to the nature of the Services, Business Associate may be limited in its ability to identify all Individuals whose PHI may have been affected by a Security Incident or Breach, or to provide a complete accounting of the specific PHI involved.
(d) In accordance with 45 C.F.R. Sections 164.502(e)(1)(ii) and 164.308(b)(2), Business Associate agrees to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to substantially the same restrictions, conditions, and requirements that apply to Business Associate under this BAA.
(e) To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate agrees, upon Covered Entity's written request, to make available PHI as necessary to satisfy Covered Entity's obligations under 45 C.F.R. Section 164.524. Covered Entity will be responsible for all determinations regarding the grant or denial of an Individual's request for PHI.
(f) To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make amendments to PHI as requested in writing by Covered Entity pursuant to 45 C.F.R. Section 164.526. Covered Entity will be responsible for all determinations regarding the grant or denial of amendment requests.
(g) Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. Section 164.528.
(h) To the extent Business Associate carries out Covered Entity's obligations under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the applicable requirements of Subpart E.
(i) Business Associate agrees to make its internal practices, books, and records available to the Secretary at reasonable times as they pertain to the use and disclosure of PHI.
6.3 Permitted Uses and Disclosures by Business Associate.
(a) Business Associate may use or disclose PHI as necessary to perform its obligations under these Terms and provide the Services, including placing outbound calls, navigating phone trees, providing Case Data to insurance company personnel, and managing call processes on behalf of Covered Entity. Business Associate is authorized to use PHI to de-identify the PHI in accordance with 45 C.F.R. Sections 164.502(d) and 164.514(a)-(c) and to use and disclose such de-identified data to provide or improve its products or services.
(b) Business Associate may use or disclose PHI as permitted or required by law.
(c) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth herein.
(d) Business Associate may use PHI for its proper management and administration, including to develop statistical data regarding usage of its products or services, or to carry out its legal responsibilities.
(e) Business Associate may disclose PHI for its proper management and administration or to carry out its legal responsibilities, provided the disclosures are required by law or Business Associate obtains reasonable assurances from the recipient that the information will remain confidential and will be used or further disclosed only as required by law or for the purposes for which it was disclosed.
(f) Business Associate may provide Data Aggregation services to the extent permitted under HIPAA, including combining PHI created or received on behalf of Covered Entity with PHI received in its capacity as a business associate of other covered entities, to permit data analyses that relate to the healthcare operations of the respective covered entities.
6.4 Obligations of Covered Entity.
(a) Covered Entity shall promptly notify Business Associate of any limitations in its notice of privacy practices under 45 C.F.R. Section 164.520, to the extent such limitations may affect Business Associate's use or disclosure of PHI.
(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent such changes may affect Business Associate's use or disclosure of PHI.
(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. Section 164.522, to the extent such restriction may affect Business Associate's use or disclosure of PHI.
(d) Covered Entity shall obtain any authorization or consent as may be required by law for any of the uses or disclosures of PHI pursuant to this BAA or the Services.
(e) Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity.
6.5 Term and Termination of BAA.
(a) Term. This BAA shall commence upon your acceptance of these Terms and shall terminate upon termination of your account or these Terms, whichever is sooner.
(b) Termination for Cause. Either Party may terminate this BAA if it determines the other Party has breached a material term and the breach is not cured within thirty (30) days after written notice.
(c) Obligations Upon Termination. Upon termination of this BAA, Business Associate shall: (i) if feasible, return or destroy all PHI received from or created on behalf of Covered Entity, retaining no copies; or (ii) if return or destruction is not feasible, extend the protections of this BAA to such PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible.
(d) Survival. Business Associate's obligations regarding PHI under this Section shall survive termination of this BAA.
6.6 BAA Miscellaneous.
(a) A reference in this BAA to HIPAA means the provision as in effect or as amended.
(b) The Parties agree to amend this BAA as necessary for compliance with HIPAA and applicable law.
(c) Any ambiguity in this BAA shall be resolved to permit compliance with HIPAA.
(d) In the event of conflict between this BAA and any other provision of these Terms, the terms of this BAA shall govern with respect to PHI.
7. Proprietary Rights
7.1 Ownership.
You acknowledge and agree that the Services, including all software, algorithms, models, interfaces, content, features, and functionality, contain proprietary and confidential information protected by applicable intellectual property and other laws. All rights, title, and interest in and to the Services, including all intellectual property rights, are and shall remain the exclusive property of Citeline Health and its licensors.
7.2 User Content License.
When you submit Case Data or other content through the Services, you grant to Citeline Health a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, copy, store, process, transmit, and display such content solely as necessary to provide and improve the Services, comply with applicable law, and as otherwise described in these Terms and our Privacy Policy.
7.3 Feedback.
If you provide feedback or suggestions regarding the Services, you grant to Citeline Health a non-exclusive, perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including to improve the Services.
7.4 Restrictions.
You may not modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, create derivative works from, or scrape the Services or any content therein, in whole or in part, except as expressly permitted by these Terms.
7.5 Insurance Callback Numbers.
Callback numbers submitted by Users and aggregated across the platform are maintained by Citeline Health as a shared resource. Individual Users do not retain proprietary rights over callback numbers they submit, and Citeline Health may make such numbers available to other Users of the Services.
8. No Medical Advice
THE SERVICES ARE NOT A HEALTHCARE PROVIDER AND ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE AN ADMINISTRATIVE TOOL DESIGNED TO ASSIST WITH THE PRIOR AUTHORIZATION PROCESS BY NAVIGATING PHONE SYSTEMS AND MANAGING HOLD TIMES ON BEHALF OF HEALTHCARE PROFESSIONALS.
THE AI AGENT DOES NOT EXERCISE CLINICAL JUDGMENT, MAKE TREATMENT RECOMMENDATIONS, EVALUATE MEDICAL NECESSITY, OR CONDUCT CLINICAL PEER-TO-PEER DISCUSSIONS. THE AI AGENT'S ROLE IS LIMITED TO ADMINISTRATIVE PHONE MANAGEMENT AND TERMINATES UPON CONNECTION WITH A MEDICAL REVIEWER.
YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS, INCLUDING ANY DECISIONS MADE DURING OR FOLLOWING A P2P CALL. YOU AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH ALL LAWS AND STANDARDS OF PROFESSIONAL PRACTICE APPLICABLE TO YOU.
CITELINE HEALTH IS NOT RESPONSIBLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, AUTHORIZATION DECISION, OR ANY OTHER CLINICAL OUTCOME ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.
9. Disclaimers and Limitation of Liability
9.1 Warranty Disclaimer.
THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. NEITHER CITELINE HEALTH NOR ANY OF ITS LICENSORS, SUPPLIERS, OR AFFILIATES MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EACH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, SUITABILITY, SYSTEM AVAILABILITY, AND COMPATIBILITY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, CITELINE HEALTH DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE AI AGENT WILL SUCCESSFULLY NAVIGATE ALL PHONE TREES OR INSURANCE COMPANY SYSTEMS; (D) CALLS PLACED THROUGH THE SERVICES WILL RESULT IN SUCCESSFUL PRIOR AUTHORIZATION; (E) HOLD TIMES WILL BE REDUCED; OR (F) MEDICAL REVIEWER DETECTION WILL BE ACCURATE IN ALL CASES.
YOU ACKNOWLEDGE THAT THE SERVICES DEPEND ON THIRD-PARTY TELECOMMUNICATIONS INFRASTRUCTURE, INSURANCE COMPANY PHONE SYSTEMS, AND OTHER FACTORS BEYOND CITELINE HEALTH'S CONTROL. CITELINE HEALTH IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, DISCONNECTIONS, OR OTHER ISSUES ARISING FROM SUCH THIRD-PARTY SYSTEMS.
IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR ACCOUNT.
9.2 Limitation of Liability.
IN NO EVENT WILL CITELINE HEALTH OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, DEVELOPING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY OR WRONGFUL DEATH, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR DAMAGES RESULTING FROM DELAYED OR DENIED PRIOR AUTHORIZATION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CITELINE HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL LIABILITY OF CITELINE HEALTH AND ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR IN RELATION TO THESE TERMS, THE SERVICES, AND ANY OTHER CAUSE WHATSOEVER, SHALL NOT EXCEED, IN THE AGGREGATE FOR ANY AND ALL CLAIMS, ONE HUNDRED DOLLARS ($100).
THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CITELINE HEALTH AND YOU. THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Indemnification
You agree to defend, indemnify, and hold harmless Citeline Health and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, demands, liabilities, settlements, losses, costs, and expenses (including without limitation reasonable legal and accounting fees) resulting from or alleged to result from: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including HIPAA; (d) the accuracy, completeness, or legality of any Case Data you submit; (e) any claim that your use of the Services infringed or violated the rights of any third party; or (f) any claim arising from the clinical decisions you make during or following a P2P call facilitated by the Services.
11. Dispute Resolution and Arbitration
11.1 Governing Law.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, except to the extent preempted by federal law, including HIPAA.
11.2 Informal Resolution.
Before initiating arbitration, you agree to first attempt to resolve any dispute informally by sending a written description of the dispute, including your name, contact information, and the nature of the claim, to: Alera, Inc. d/b/a Citeline Health, Attn: Legal Department, 251 Little Falls Drive, Wilmington, DE 19808. The Parties shall attempt to resolve the dispute within sixty (60) days of receipt of such notice.
11.3 Binding Arbitration.
If the dispute is not resolved informally within sixty (60) days, all disputes arising out of or relating to these Terms or the Services shall be resolved through binding individual arbitration administered by JAMS under the Federal Arbitration Act. The arbitration will be conducted by a single arbitrator selected by mutual agreement, or failing agreement within thirty (30) days, by JAMS. Arbitration shall take place in New Castle County, Delaware, or at another location mutually agreed by the Parties, and may be conducted remotely. The arbitration award shall be final and binding and enforceable in any court of competent jurisdiction.
11.4 Class Action Waiver.
YOU AND CITELINE HEALTH AGREE TO ARBITRATE IN YOUR AND OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS. YOU EXPRESSLY WAIVE ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
11.5 Exceptions.
Notwithstanding the foregoing, either Party may seek temporary injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm. Claims eligible for small claims court may be brought in such court in lieu of arbitration.
11.6 Opt-Out.
You may opt out of the arbitration and class action waiver provisions by sending written notice to Citeline Health at the address in Section 11.2 within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in New Castle County, Delaware or the U.S. District Court for the District of Delaware.
11.7 Statute of Limitations.
Any claim arising under these Terms must be brought within one (1) year of the event giving rise to such claim. Failure to bring a claim within this period shall constitute a permanent waiver of such claim.
12. Notice and Takedown Procedures
If you believe in good faith that any materials within the Services infringe your copyright, you may request removal by contacting our copyright agent with the following information:
(a) Identification of the copyrighted work believed to be infringed;
(b) Identification of the infringing material and its location;
(c) Your name, address, telephone number, and email address;
(d) A statement of good faith belief that the use is not authorized;
(e) A statement of accuracy under penalty of perjury; and
(f) A signature or electronic equivalent from the copyright holder or authorized representative.
Alera, Inc. d/b/a Citeline Health
Attn: Copyright Agent
251 Little Falls Drive
Wilmington, DE 19808
Email: legal@citelinehealth.com
13. Data Breach Notification
In the event of a data breach involving your personal information or Protected Health Information, Citeline Health will notify you and any applicable regulatory authorities as required by law. We will take prompt steps to investigate the breach, mitigate its effects, and prevent future occurrences.
14. Third-Party Services and Links
The Services may contain links to third-party websites or integrate with third-party services. Citeline Health does not control and is not responsible for the content, privacy practices, or availability of third-party services. Your use of third-party services is at your own risk and subject to those services' terms and privacy policies.
15. General Provisions
15.1 Changes to Terms.
Citeline Health reserves the right to modify these Terms at any time. Changes will take effect upon posting to the Services with a new effective date. We will provide notice of material changes through the Services or by email. Your continued use of the Services after changes are posted constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Services and close your account.
15.2 Entire Agreement.
These Terms (including the Privacy Policy and the BAA incorporated herein) constitute the entire agreement between you and Citeline Health with respect to your use of the Services and supersede all prior oral or written understandings or agreements.
15.3 Severability.
If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary for enforceability, and the remaining provisions shall remain in full force and effect.
15.4 No Waiver.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
15.5 Assignment.
You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms at our sole discretion without restriction.
15.6 Relationship of the Parties.
Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between you and Citeline Health.
15.7 Notices.
Notices to you may be given via email to the address in your Registration Information or by posting within the Services. Notices to Citeline Health must be sent in writing to: Alera, Inc. d/b/a Citeline Health, Attn: Legal Department, 251 Little Falls Drive, Wilmington, DE 19808.
15.8 Survival.
All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: Sections 4 (Physician Authorization), 6 (HIPAA BAA), 7 (Proprietary Rights), 8 (No Medical Advice), 9 (Disclaimers and Limitation of Liability), 10 (Indemnification), 11 (Dispute Resolution), and 15 (General Provisions).
15.9 Termination.
You may terminate your account at any time by contacting us at support@citelinehealth.com. We may suspend or terminate your access without prior notice for any reason, including violation of these Terms, regulatory compliance, or discontinuation of the Services. Upon termination, your license to use the Services terminates immediately.
15.10 Force Majeure.
Citeline Health shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, telecommunications failures, or failures of insurance company phone systems.
16. Contact Us
If you have questions about the Services or these Terms, please contact us at:
Alera, Inc. d/b/a Citeline Health
Attn: Legal Department
251 Little Falls Drive
Wilmington, DE 19808
Email: legal@citelinehealth.com