To use the Service, you agree to be bound by these Terms of Service and Privacy Policy, as well as other policies as outlined within the Service – together considered the “Terms and Conditions” or “Agreement”. If you do not agree to these terms and conditions, you are not authorized to access or use this Service. The Company may, from time to time, change the terms of this Agreement. It is your responsibility to review these terms each time you use the Service.
ABOUT THE SERVICE
HealthyRx, LLC (the “Company”) is a software platform and aggregator of various benefit programs. The Company negotiates favorable vendor terms using the aggregate power of its membership.
Membership consists of employers or employer organizations. Individuals who have participated with an employer member may continue to participate if discharged from the employer.
Members pay a nominal monthly fee to maintain access to the available benefits, which may change from time-to-time. Specifically, members enroll in and pay for a membership with the Company, not a particular product or service.
Members may discontinue their monthly membership at any time by opting out of the next month’s service and any pre-payment made prior to the first day of the upcoming month will be refunded in full. Payments made for the current month of membership are deemed used and not refundable.
Any benefits received by members, including products or services, are provided by and through contracted vendors, not the Company. Members will be provided with individual vendor terms and conditions, which they must agree to, prior to engaging a vendor for fulfillment of any product or service. If a vendor has fulfillment fees for a product or service provided beyond Company membership fees, such fees are disclosed to members prior to their acceptance of the product or service.
RESTRICTIONS
Any benefits you may obtain through the Company contracts with vendors are not covered by insurance, governmental or self-funded group plans. The Company and the Service, individually and collectively, are not any one or more of the following: (i) a provider of healthcare services, (ii) a network of healthcare providers, (iii) a credentialing or billing vendor, or (iv) an insurer, a health care plan, or a group health plan.
SECURITY
The Company maintains customary physical and electronic procedural safeguards that limit access to your personal information to our employees (or people working on our behalf and under confidentiality agreements) who, through the course of standard business activities, need to access information. Access to the Service is enabled only by usernames and passwords. You are responsible for any and all use of the Service using your username and password. You should maintain your username and password in strict confidence and not share them. You are responsible to notify us if you have any reason to believe that your username or password has been lost, compromised or misused in any way.
ENROLLMENT
To access the Service, you must first enroll to establish an individual user account (“Account”), by providing certain information. With the exception of sub-accounts established for minor children of whom you are a parent or legal guardian, you agree that you will not create more than one Account, or create an account for anyone other than yourself without first receiving permission from the other person. In exchange for your use of the Service and, if applicable, in order for providers to send notices to you, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by our Account enrollment form; and (ii) each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and complete. You represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to this Agreement. You consent to the disclosure of your contact information for support and follow up purposes by your agency/advocate, if applicable. You consent to receiving notifications from the Company about promotions or updates to the Service and related matters.
ACCEPTABLE USE
You agree not to access or use the Service in an unlawful way or for an unlawful or illegitimate purpose as determined by the Company or in any manner that contravenes this Agreement. For example, you shall not post, use, store or transmit (a) a message or information under a false name; (b) information that is defamatory, obscene, fraudulent, or predatory of minors; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to damage, impair or disrupt the operation of the Service by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming.
OPERATION AND RECORD RETENTION
The Company reserves complete and sole discretion with respect to the operation of the Service. Subject to applicable law, the Company reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Service pursuant to its internal record retention and/or destruction policies.
INTELLECTUAL PROPERTY
All of the content available on or through the Service is the property of the Company or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. All Company trade and service names are trademarks of the Company or its licensors. Subject to the terms of this Agreement, the Company hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the Service to the extent, and only to the extent, necessary to access and use the Service, and for no other use whatsoever. The license granted herein does not permit you, and you agree not to, modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly, to do so.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
Neither the Company nor any of its licensors or suppliers or any third parties who promote the Service or provide you with a link to the Service shall be liable for any professional advice you obtain from a healthcare provider via the Service nor for any information obtained via the Service. The Company does not recommend or endorse any specific tests, physicians, medications, products or procedures. You acknowledge that your reliance on any health care providers or information provided is solely at your own risk and you assume full responsibility for all risk associated therewith.
HealthyRx, LLC does not provide nor recommend any healthcare service, product, or provider. The Company does not credential or make any representations or warranties about the training or skill of any health care providers who provide services to you via the Service. You are responsible for choosing your own physician or other health care provider.
ACCESS TO THE SERVICE AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE IMPOSED BY OPERATION OF LAW, ARE DISCLAIMED, VOID AND OF NO EFFECT. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE PLATFORM, DATA OUTPUTS, REPORTS, THE USE OF OR INABILITY TO RECEIVE REPORTS OR OTHER SERVICES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES THE COMPANY MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, LEGALITY OR SUITABILITY OF THE SERVICE OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. THE COMPANY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.
IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ANY OF THE COMPANY LICENSOR OR SUPPLIER, OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY RELEASE AND HOLD THE COMPANY, ITS LICENSORS, SUPPLIERS AND PROVIDERS AND ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE COMPANY IS NOT DETERMINING APPROPRIATE MEDICAL USE OF THE SERVICE. THE COMPANY, ITS LICENSORS, SUPPLIER AND ALL THIRD PARTIES WHO PROMOTE THE SERVICE OR PROVIDE YOU WITH A LINK TO THE SERVICE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM THE DELIVERY OF HEALTHCARE VIA THE SERVICE, INCLUDING, BUT NOT LIMITED TO LIABILITY FOR MEDICAL MALPRACTICE.
TERMINATION
The Company may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. The Company has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization at any time, for any reason or for no reason at all, in our sole discretion. The Company reserves the right to change, suspend, or discontinue all or part of the Service or any functionality, temporarily or permanently, without prior notice. The Company reserves the right to delete or change any username or password at any time, for any reason or for no reason at all.
ELECTRONIC CONTRACTING AND NOTICES
You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the services (collectively, “Notices”). The Company can send you electronic Notices (1) to the e-mail address that you provided during registration, or (2) by posting the Notice on the Service or otherwise through our site. The delivery of any Notice from the Company is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the Service.
PAYMENT RESPONSIBILITY AND CREDIT CARD AUTHORIZATION
By accepting these terms of use, you are authorizing the Company to charge your account the full amount due monthly. You agree that your credit card information will be saved to your account file with the Company for future transactions on your account. You agree that your authorization will remain in effect until you cancel it in the online portal or by notifying the Company in writing.
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL
This Agreement shall be governed by the laws of the State of Maryland without regard to its rules on conflicts or choice of law. You and the Company each agree that to bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any state court sitting in Anne Arundel County or federal court in the same (the “Maryland Courts”), and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Maryland Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Maryland Courts, (iii) waives any objection that the Maryland Courts are an inconvenient forum or do not have jurisdiction over any party.
YOU AND THE COMPANY EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
INDEMNIFICATION
Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the Service, you agree to indemnify, hold harmless, and defend the Company and its parents, subsidiaries, affiliates, licensors, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your failure to comply with any applicable laws and regulations; (ii) your breach of any of its obligations set forth in this Agreement; and/or (iii) your use of the Service.
MISCELLANEOUS
This Agreement constitutes the sole Agreement between you and the Company relating to your use and our provision of the Service and the subject matter hereof, and no representations , statements or inducements, oral or written, not contained in this Agreement shall bind either you or the Company.
Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default.
No waiver by the Company of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. This Agreement may be modified, supplemented, or superseded by the Company at any time and the Company will notify you of such modification
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
This Agreement may be modified, supplemented, or superseded by the Company at any time without advance notice.
