Confidentiality Policy
This “Confidentiality Policy” may be incorporated by reference into any agreement between you and Helia Care, including the Member Agreement. Your agreement to and acknowledgement of this Confidentiality Policy is a requirement of any Member Account. By executing the Agreement or using the Services, you agree to the terms and conditions of this Confidentiality Policy. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement, incorporated documents, or as defined in the Definitions document located here, which is hereby incorporated by reference herein.
1. Definition. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Customer Data. Our Confidential Information includes the Service, the Technology, Aggregated Data, and its Fees. The Confidential Information of each Party includes the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by that Party. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) the Receiving Party independently develops. The Parties acknowledge and agree that, as between the Parties, all Confidential Information disclosed by a Party in furtherance of any applicable agreement is the sole and exclusive property of the Disclosing Party.
2. Protection of Confidential Information. The Receiving Party must use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care): (a) not to use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of the Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to the Disclosing Party’s Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Confidentiality Policy and the Agreement, and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in this Confidentiality Policy. Neither Party may disclose the terms of the Agreement to any third party other than the Party’s Affiliates, legal counsel, and accountants without the other Party’s prior written consent. A Party that makes any such disclosure to its Affiliate, legal counsel or accountant remains responsible for that Affiliate’s, legal counsel’s, or accountant’s compliance with this Confidentiality Policy.
3. Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the extent compelled by law if the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party must reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to the Confidential Information.