HelloHealth Membership Terms of Service

These Membership Terms of Service (“Terms”), effective upon use of the service which includes an agreement to arbitrate and consent to electronic communications, govern your access to and use of services provided by HelloHealth, LLC. (“HelloHealth”, “we”, “us”, or “our”), including the HelloHealth website located at www.hellohealth.com or HelloHealth App (for existing PortalConnect users it shall include portalconnect.com or Portal Connect App) mobile application, membership services that include personal healthcare navigation services, wellness services, communication services, facilitation of access to telehealth services, and other technology or personal services provided by HelloHealth or its affiliate (collectively, the “Services”). These terms define the relative rights and obligations of HelloHealth, and, each person who elects to obtain technology Services from HelloHealth (“Member(s)” or “you”). The “Membership Term” shall commence on the date Member complete the steps necessary to enroll as a Member and shall continue indefinitely until cancelled by HelloHealth or the Member pursuant to these Terms. Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be bound by these Terms. If you are accepting these Terms for another person (“Family Member”) as such Family Member’s parent, guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member.

Terms

1. Affiliated Providers. HelloHealth is affiliated with certain healthcare or medical practices contracted to utilize HelloHealth’s platform and Services (“Affiliated Provider(s)”). HelloHealth does not practice medicine or sell healthcare or medical services. Affiliated Providers separately and independently may or may not provide healthcare or medical services (“Medical Services”) outside of the control of HelloHealth, and through methods and means and under such terms and conditions as solely and independently determined by Affiliated Providers.
2. Affiliated Providers Role. Affiliated Providers are licensees of HelloHealth and are not employees, agents, or contractors of HelloHealth.
3. Use of Technology. Affiliated Providers agree, consistent with law and their professional medical judgment, to accept appointments and to communicate with their patients as a Member using Internet, mobile phone, and other technology as appropriate.
4. Conditional License. HelloHealth conditionally licenses rights, access to technology, and Services to Affiliated Providers to assist them in conducting their medical practices, including, without limitation, an electronic medical records system.
5. Minors. Some Members may be minors. A minor Member will be enrolled by such Member’s custodial parent(s) or legal guardian. Any individual enrolling a minor with HelloHealth hereby represents that:

1. Such individual has the legal authority to do so; and
2. Such individual shall be personally responsible for any costs or fees incurred with respect to such minor Member.

1. Affiliated Provider. A Member shall designate a HelloHealth Affiliated Provider as the principal physician contact of the Member with respect to the use of the Services and for the receipt of Medical Services from the Affiliated Provider; however, this is not required.
2. Member-Affiliated Provider Relationship. HelloHealth will not require or otherwise control or influence any Affiliated Provider with respect to Medical Services, or, any Affiliated Provider’s decision to accept or retain any particular Member as a patient within that Affiliated Provider’s practice and deliver Medical Services. Therefore, HelloHealth does not represent or warrant that a physician-patient relationship between Member and a Affiliated Provider will continue for any particular period or that the Member will subsequently be able to establish a physician-patient relationship with another Affiliated Provider.
3. Electronic Medical Record. Affiliated Providers are required to maintain records of the Medical Services they provide to Member patients. HelloHealth provides the technology and Services to Affiliated Providers to maintain electronic medical records for each Member related to Medical Services provided by Affiliated Providers. HelloHealth shall provide the Member web-based access to certain information, determined by the Member’s Affiliated Provider in such physician’s sole discretion, in the Member’s medical record provided to and maintained by HelloHealth, subject to applicable law.
4. Scope of Services. Member acknowledges that:

1. HelloHealth is a technology and services company that assists Affiliated Providers and Members to communicate and exchange information more efficiently;
2. HelloHealth does not engage in the practice of medicine and does not provide Medical Services;
3. Services do not include the provision of professional Medical Services;
4. HelloHealth does not employ or otherwise engage any physician to practice medicine or otherwise to provide Medical Services to any person, and no Affiliated Provider is an employee or representative of HelloHealth;
5. The patient-physician relationship between Member and any Affiliated Provider is strictly between the Member and the Affiliated Provider and not HelloHealth;
6. HelloHealth is not liable to Member for any Affiliated Provider’s act or omission, or the method, means, quality or duration of any Medical Services;
7. Any Medical Services provided by any Affiliated Provider to Member are solely the result of that healthcare professional’s medical judgment; and
8. Rights and obligations of these Terms are solely enforceable between HelloHealth and the Member, and do not involve any Affiliated Provider.

1. Member Obligations to Obtain Access. Services are web-based services accessible through common user hardware and software that provide the user web access. Services do not consist of, and HelloHealth is not otherwise obligated by the Terms to provide to Member, any hardware, devices, software, or third-party subscriptions necessary to permit Member to access the internet and use the Services. Member shall obtain the hardware, devices, software, and third-party subscriptions necessary for Member to access the internet and use the Services.
2. Downtime; Emergencies. HelloHealth does not warrant or guarantee that all Services will be available during every moment. As with any technology, it is probable that Services will occasionally be unavailable because of planned and unplanned downtime. In recognition of these limitations, Member shall not use or rely on the Services to obtain assistance in a medical emergency or with respect to any urgent or emergent need or request for Medical Services.
3. Privacy Policy. Please refer to our HelloHealth Privacy Policy to learn how HelloHealth collects, uses, shares and protects your personal information and your protected health information.
4. Updates to the Terms. We may modify these Terms from time to time. We will notify you of material changes by posting the amended terms on our website and the mobile application at least thirty (30) days before the effective date of the changes. If we have your email on file, we will also notify you of material changes to the Terms by email at least thirty (30) days before the effective date of the changes. Please make sure we have your current email address so that you will receive notice of any material changes. If you do not agree with the proposed changes, you should discontinue your use of the Services before the effective date of the changes. If you continue using the Services after the effective date, you will be bound by the updated Terms.
5. Account Registration and Security. You may use the Services only for your own personal, non-commercial use. If you are registering on behalf of your Family Member, your Family Member may only use the Services for their own personal, non-commercial use. To access certain features of the Services or to become a Member, you will have to activate your account via the website at  www.hellohealth.com or the HelloHealth mobile app. It is important that you provide us with accurate and complete information for your account and update your information as needed. You are responsible for protecting your account username and password, and for all activities that occur under your account. You should immediately notify us of any unauthorized use of your account. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We will not be responsible for any loss or damage if you do not protect your account or your personal information.
6. Member Profile; Confidentiality of Account. Member shall assure that the information in Member’s HelloHealth profile maintained on the HelloHealth website is complete and accurate. Member shall maintain the confidentiality of the username and password for Member’s HelloHealth account and shall change that information if Member believes that it is no longer confidential. The Member hereby represents and covenant that he or she is enrolling as a Member for the bona fide purpose of using the Services in connection with his or her personal health care, and not for any other purpose.
7. Intellectual Property. The Member understands and agrees that Member will hereby obtain no ownership or other rights in and/or to any software, program, or process used by HelloHealth or an Affiliated Provider. Member further agrees that Member will not share any login information, passwords, or codes used in accessing HelloHealth software, databases or systems (collectively, the “System”) except for bona fide purposes related to such Member’s health care. Member shall not attempt to gain unauthorized access to the System and shall not modify or attempt to modify same for any purpose.
8. Free Access. No fee shall be charged for the access, exchange, or use of your electronic health information.
9. Membership Fee. HelloHealth charges a membership fee (the “Membership Fee”) for access to certain premium features of the Services. The Membership Fee may be modified by notice in accordance with these Terms. Certain Members may have access to the Services through their employers, professional affiliations, partnerships, or other organizations, and as a result, the Membership Fee may be discounted for such Members.
10.  Part of the services that we provide in the Free Version of HelloHealth is offering clinically appropriate advertisements from pharmaceutical companies, insurance companies, device manufacturers, including content such as coupons, clinical trial publications, and more. The content may be generated based on the patient’s health information; however, HelloHealth will never disclose or share that data with its advertising partners. HelloHealth shall not sell data to any third party.
11. Acknowledgment of Membership Fee. The Membership Fee covers costs associated with personal Services and tools that enhance your healthcare experience with Affiliated Providers and to facilitate access to patient engagement, virtual check-in, estatements, eforms, QR code data exchange, epayments, telehealth services and/or Medical Services that are offered and delivered by Affiliated Providers under terms and conditions solely determined by such healthcare professionals and not by HelloHealth. Medical Services may trigger additional private fees owed for such Medical Services to the Affiliated Provider, or, may be subject to healthcare plan reimbursement (with co-payments and deductibles owed pursuant to plan terms). The Membership Fee does not cover or pay for Medical Services. While Services exclude any Medical Services, Services do include higher-touch personal services such as information to assist Member with provider selection, patient engagement, virtual check-in, estatements, eforms, QR code data exchange, epayments, specialist booking and referral communication support, 24/7 connection to our Services team (subject to these Terms), and digital tools for direct connection to the Affiliated Provider via such Services. Medical Services, including telehealth services, as well as lifestyle and wellness offerings are provided by an Affiliated Provider and not HelloHealth. PAYMENT OF THE MEMBERSHIP FEE TO HELLO HEALTH IS NOT A REQUIREMENT TO RECEIVE MEDICAL SERVICES FROM AFFILIATED PROVIDERS OR TO RECEIVE AN ELECTRONIC COPY OF YOUR MEDICAL RECORD.
12. Accessing Medical Services. There are options for accessing Medical Services, excluding telehealth services, with Affiliated Providers without payment of the Membership Fee, but electing to not subscribe to Services will result in lost Services benefits and conveniences.
13. Billing. HelloHealth will charge your Membership Fee to your designated billing account. You agree to make the payment using your chosen payment method. IF YOUR ACCOUNT IS SUBJECT TO THE MEMBERSHIP FEE, YOU AUTHORIZE US TO CHARGE YOUR CHOSEN PAYMENT METHOD THE MEMBERSHIP FEE AT THE TIME OF INITIAL PAYMENT AND EACH PAYMENT AND RENEWAL THEREAFTER UNTIL YOU CANCEL IN A MANNER ALLOWED BY THESE TERMS. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS TO AVOID BEING CHARGED THE MEMBERSHIP FEE FOR THE NEXT YEAR. YOU CAN CANCEL YOUR MEMBERSHIP AT ANY TIME BY CONTACTING US AT info@hellohealth.com. IN ADDITION, FOR ANNUAL PLANS YOU MAY CANCEL ANYTIME WITHIN THE FIRST 3 MONTHS AND A PARTIAL REFUND WILL BE ISSUED FOR THE UN-USED REMAINING MONTHS.  AFTER 3 MONTHS YOU WILL NOT BE ELIGIBLE FOR A PRO-RATA REFUND.
14. Varied Payment. If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Membership Fee, you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge at least thirty (30) days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by contacting us at info@hellohealth.com.
15. Free Trials and Other Promotions. Any free trial or other promotion that provides free or paid membership-level access to the Services must be used within the specified time of the trial. If you do not wish to continue your membership, you must cancel your trial membership before the end of the trial period in order to avoid being charged the Membership Fee, as applicable. If you cancel prior to the end of the trial period and are inadvertently charged for a membership, please contact us at info@hellohealth.com.
16. Termination of Membership Term. HelloHealth may elect to cancel the Membership Term effective upon the date stated in the notice to the Member if (i) the Member failed to comply with the Terms; (ii) the Member is no longer associated with a HelloHealth Affiliated Provider; or (iii) HelloHealth decides to discontinue providing the Services to all Members within the Member’s locality.
17. Termination by Member. Within the first 3 months of the Term, Member may elect to cancel the Membership by delivering notice to HelloHealth.
18. Services Access. If the Membership Term is terminated for any reason, Member shall no longer have access to any of the Services. If Member desires to obtain a copy of Member’s medical records, Member shall seek such information from Member’s Affiliated Provider, who has the obligation to provide such information.
19. Application for Return to Membership. If a Member or HelloHealth cancels a Member’s Membership Term, then HelloHealth shall have no obligation subsequently to permit the former Member to re-enroll as a Member.
20. Use of the Services. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services solely for your personal and non-commercial purposes. Your use of the Services must be in accordance with all applicable laws. You acknowledge that you do not own and will not acquire any ownership rights in the Services. The following is a list of the type of actions you may not engage in with respect to the Services:

1. You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents;
2. You will not interfere, access, tamper with or disrupt the Services or the servers or networks connected to the Services;
3. You will not attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures;
4. You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent; You will not use the Services or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
5. You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;
6. You will not use, display, “frame” or “mirror” any part of the Services, our names, any of our trademarks, logos or other proprietary information, , without prior written authorization from us;
7. You will not provide any inaccurate, incomplete, false or misleading information, including regarding your identity or medical condition, when using the Services;
8. You will not allow any other person to use your account, username or password to access the Services, unless otherwise permitted herein; and
9. You will not assist or permit any person to engage in any of the activities described in this Section.

1. Consent to Electronic Communications. You agree that HelloHealth may send the following to you by email, text messages, or by posting them on our website and mobile application: legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. You agree that HelloHealth may contact you via email, phone, text, or mail regarding your HelloHealth membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and HelloHealth.
2. Electronic Communications. If you later decide that you do not want to receive certain future communications electronically, please send an email to I  n f o@hellohealth.com. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.
3. Mandatory Electronic Communications. HelloHealth will need to send you certain communications electronically through HelloHealth regarding the Services. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
4. Intellectual Property Rights. HelloHealth and our licensors retain all ownership rights, title and interest (including all intellectual property rights) worldwide to the Services, including to all software and content. No rights are granted to you other than as expressly set forth in these Terms. All trademarks, service marks and trade names are owned by HelloHealth or other respective owners.
5. Disclaimers:

1. HelloHealth shall not be liable to Member or anyone claiming through the Member for the act or omission of any Affiliated Provider, including any Affiliated Provider’s failure to appear for an appointment or to take any other action arranged or available through the Services
2. To the maximum extent not prohibited by law, except in case of negligence or willful misconduct, we and our Affiliated Providers, employees, officers, directors or agents will not be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of or inability to use the Medical Services or resulting from any content posted on the Services.
3. To the maximum extent permitted by law, the Services are provided “as is” and “as available” without any warranties of any kind, and we and our licensors disclaim all warranties, express and implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement, and warranties arising from course of dealing, course of performance and usage of trade. Your use of the Services is solely at your own risk. Furthermore, we and our licensors do not warrant that the Services will be uninterrupted or error free, or that defects will be corrected. We do not warrant that files available for download will be free of viruses, worms, Trojan horses or other destructive programming. Any material obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from any such material. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content.
4. Any general advice that may be posted on the Services is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified Medical Services provider.
5. The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. Those who choose to access and use our Services from outside the U.S. do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

1. Limitation of Liability. To the maximum extent not prohibited by law, in no event will we and our Affiliated Providers, employees, officers, directors or agents be liable for any consequential, exemplary, incidental, special or punitive damages, including without limitation those relating to lost profits or the cost of substitute products or services arising out of or in connection with the Medical Services or from the use of or inability to use the Medical Services, whether based on contract, warranty, product liability, tort or other legal theory and even if we have been informed of the possibility of such damages, some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above exclusion may not apply to you. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
2. Exclusive Remedy. If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using the Services and cancel your account (if applicable).
3. Agreement to Arbitrate. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (except as otherwise provided for in this paragraph), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties will have no rights to judicial review or appeal. The arbitration shall be conducted in English. The parties shall hold such proceedings and the nature of the aware confidential. The parties agree that any arbitration arising out of or relating to this Agreement may only be maintained on an individual basis, and any right to pursue any claims arising out of or relating to this Agreement may not consolidate more than one party’s individual claims or be raised on behalf of a class of parties. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement. Each party shall bear its own expenses and attorneys’ fees that relate to such arbitration.
4. Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to I n f o@hellohealth.com) within thirty (30) days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms or accessed our Services.
5. Links to Third Party Websites. The Services may contain links to other sites that are owned and operated by third parties. We are not responsible for the privacy and services practices or the content, advertising, products, services or other materials made available on or through any such linked sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement of any kind by us.
6. Entire Agreement. These Terms make up the entire agreement relating to your use of the Services, and supersede all prior agreements relating to the subject matter hereof.
7. Governing Law. These Terms will be governed by the laws of the State of Delaware without regard to its conflict of laws or provisions.
8. Modification of Services. We may change, suspend, or discontinue any of the Services at any time. We will try to give you prior notice of any material changes to the Services. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
9. Third Party. These Terms do not confer any third-party beneficiary rights. You may not transfer any of your rights or obligations under these Terms to anyone else without our consent. HelloHealth may assign our rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
10. Assignment. Member may not assign any rights or obligations under these Terms without HelloHealth’s prior written consent, which shall not be unreasonably withheld. HelloHealth may assign rights or obligations under this Agreement to an affiliate of HelloHealth on not less than ten (10) days advance notice to the Member.
11. Non-Waiver. No right created by these Terms shall be deemed waived unless specifically and expressly waived in writing, signed by the Party possessing the right.
12. Representation. The individual enrolling with HelloHealth through these Terms hereby represents that he or she is enrolling for the bona fide purpose of obtaining the Services in connection with managing such individual’s (or such individual’s family or dependents) access to health care, and that all information provided to HelloHealth or entered into the HelloHealth System by such individual is true, accurate and not misleading. The individual entering into these Terms and conditions has no right to use any HelloHealth systems, software, processes or information for any other purpose.
13. Feedback. We appreciate your feedback, suggestions, and other communications (collectively, “Feedback”) about the Services. You should know that we can, but are not obligated to, use your Feedback without restriction or any obligation to compensate you, and we have no obligation to keep them confidential.
14. Termination. Even after termination, these Terms will remain in effect such that all Terms that by their nature may survive termination will be deemed to survive such termination. In order to protect the integrity of the Services, we may, at any time in our sole discretion, block users from certain IP addresses from accessing the Services.

If you have any questions about these Terms, please contact i n f o@hellohealth.com