For Hello Health and PortalConnect
- Purpose; Scope. These Hello Health Membership Terms and Conditions ("Terms" or this "Agreement") define the relative rights and obligations of Hello Health, Inc. ("Hello Health") and each person (each, a "Member") who elects to obtain technology services from Hello Health. These Terms constitute a contract between Hello Health and each Member and shall apply to each Member separately. Member and Hello Health are each a "Party" and, together, the "Parties" identified in these Terms.
- Membership Term. The "Membership Term" shall commence on the date Member completes the steps necessary to enroll as a Member as stated in the Hello Health website enrollment instructions. The Membership Term shall continue indefinitely until canceled by Hello Health or the Member pursuant to these Terms.
Hello Health Licensee. "Hello Health Licensee" means physicians, none of whom are employed by Hello Health, who, have directly or through their professional corporations, entered into license agreements with Hello Health (the "License Agreements") pursuant to which, among other things:
- Hello Health conditionally licenses rights, access to technology, and services to Hello Health Physicians to assist them in conducting their medical practices, including without limitation an electronic medical records system;
- Hello Health Licensees agree, consistent with law and their professional medical judgment, to accept appointments and to communicate with their patients using Internet, mobile phone, and other technology as appropriate; and
- Physicians are licensees of Hello Health and are not employees, agents, or contractors of Hello Health.
- Member Association with a Hello Health Physician.
- It is expected that during the Membership Term, a Member shall designate a Hello Health Licensee as the principal physician contact (the "Selected Physician") of the Member with respect to the use of the Hello Health services; however, this is not required. Creation of a physician-patient relationship is determined by the physician and patient independent of this Agreement. There is a process by which the Licensee will accept or deny a patient application to the Selected Physician. As part of the Selected Physician acceptance and sign up process the Member may be asked to provide a photograph and other personal information, including information that can be used for identity verification. Member hereby consents to the use of such information for the provision of and payment for health care services, as well as for the purpose of identity verification.
- Hello Health will not require or otherwise control or influence any Selected Physician's decision to accept or retain any particular Member as a patient within that Selected Physician's practice. Therefore, Hello Health does not represent or warrant that a physician-patient relationship between Member and a Selected Physician will continue for any particular period or that the Member will subsequently be able to establish a physician-patient relationship with another Selected Physician.
- Hello Health Services. During the Membership Term, Hello Health shall provide the following technology services (collectively, the "Hello Health Services") to the Member:
- Electronic Medical Record. Selected Physicians are required to maintain records of the medical care they provide to patients. Pursuant to the License Agreements, Hello Health provides the technology and services to Selected Physicians tomaintain electronic medical records for each Member related to medical services provided by Selected Physicians. Hello Health shall provide the Member web-based access to certain information, determined by the Member's Selected Physician in such physician's sole discretion, in the Member's medical record provided to and maintained by Hello Health, subject to applicable law.
- Personal Health Record. Hello Health shall also provide the Member web-based access to such individual's personal health record (which is generally kept by the individual). Upon termination or expiration of this Agreement, HH's obligation to maintain the personal health record shall cease, absent contrary provisions of law. The Member agrees that the Personal Health Record is not the Member's medical record. The Personal Health Record system will provide an option for the Member to permit the Selected Physician to provide data for certain portions of the Personal Health Record. The data provided by the Selected Physician in such circumstances will not be subject to modification by the Member.
- Applications to Schedule Appointments. Once the Member has been approved bya Physician, Hello Health shall provide Member access to web-based tools to permit the Member to schedule, as available, appointments with the Member's Selected Physician, subject to physician approval of date and time of meeting
- Encrypted Communications with Hello Health Physicians. Once the Member has selected a Hello Health Physician, Hello Health shall provide access to encrypted instant messaging, email, and video access for communications between the Member and the Member's Hello Health Physician.
Scope of Hello Health Services. Member acknowledges that:
- Hello Health is a technology and services company that assists physicians and patients to communicate and exchange information more efficiently;
- Hello Health does not engage in the practice of medicine;
- Hello Health Services do not include the provision of professional medical services;
- Hello Health does not employ or otherwise engage any physician to practice medicine or otherwise to provide medical services to any person;
- The patient-physician relationship between Member and any Selected Physician is strictly between the Member and the physician and not Hello Health;
- Hello Health is not liable to Member for any Selected Physician's act or omission;
- Any medical services provided by a physician to Member are solely the result of that physician's professional medical judgment; and
- Rights and obligations in the License Agreements, which are summarized in part in Section 3 of these Terms, are solely enforceable between Hello Health and the Hello Health Licensee physician that is a party to the applicable License Agreement.
- Member Obligations to Obtain Access. Hello Health Services are web-based services accessible through common user hardware and software that provide the user web access. Hello Health Services do not consist of, and Hello Health 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 Hello Health Services. Member shall obtain the hardware, devices, software, and third-party subscriptions necessary for Member to access the internet and use the Hello Health Services.
- Hello Health Membership Fee. Membership in Hello Health as described herein is offered free of charge; however, Member shall be required to pay the Selected Physician an agreed upon fee for services rendered to Member by such Physician. In some cases a physician Licensee of Hello Health may also require separate payments for medical administration or for access to the physician using Hello Health. Whether or not to impose such charges is up to the discretion of the individual physician, and Hello Health is not responsible for such charges
- Member Profile; Confidentiality of Account. During the Membership Term, Member shall assure that the information in Member's Hello Health profile maintained on the Hello Health website is complete and accurate. Member shall maintain the confidentiality of the username and password for Member's Hello Health account and shall change that information if Member believes that it is no longer confidential. The Member hereby represents and covenants that he or she is enrolling as a Member for the bona fide purpose of using the Hello Health Services in connection with his or her personal health care, and not for any other purpose.
- 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 Hello Health or a Hello Health Physician. Member further agrees that Member will not share any login information, passwords or codes used in accessing Hello Health software, databases or systems (the "System") except for bona fide purposes related to such individual'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
Hello Health's Protection and Use of Member Data.
- Protected Health Information. To perform Hello Health Services for the Member, Hello Health will receive information about the Member that is provided by (i) the Member and (ii) Hello Health Physicians related to medical diagnosis and treatment provided to the Member. Pursuant to the License Agreements, Member information that Hello Health receives from Hello Health Physicians that constitutes Protected Health Information as defined by 45 C.F.R. § 160.103 ("PHI") will be subject to obligations imposed on Hello Health in the License Agreements related to use and disclosure of the PHI that are consistent with the Health Insurance Portability and Accountability Act of 1996 and the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. part 160 and part 164, subparts A and E. In short, Hello Health is obligated to use and disclose the PHI only as necessary to perform services for Hello Health Physician(s) or as consented to by the Member.
- Electronic PHI. Pursuant to the License Agreements, Hello Health shall use security measures consistent with the obligations created by the Title 45, Code of Federal Regulations Parts 160, 162, and 164 to safeguard electronic PHI that Hello Health transmits or maintains.
- Protection of Other Member Information. Hello Health shall use or disclose data that Hello Health receives from a Member regarding the Member only as necessary to perform Hello Health Services for the Member, as directed by the Member's physician as part of physician's services to the Member, as consented to by the Member or as may be required or permitted by law. Hello Health shall encrypt all Member data maintained by Hello Health.
- Use of De-Identified Data. Hello Health may de-identify PHI pursuant to 45 C.F.R. § 164.514 and de-identify other Member data such that it cannot be associated with the Member and use this de-identified information for any lawful purpose.
- Billing and Collection for Hello Health Physician Services. Pursuant to an arrangement between Hello Health and each Hello Health Physician, Hello Health will function as Hello Health Physicians' agent to collect amounts that the Member from time to time owes to any Hello Health Physician related to medical services provided by that Hello Health Physician to the Member. Member shall pay Hello Health as agent for any Hello Health Physician amounts that the Member from time to time owes to a Hello Health Physician for those services. Member's obligations under this Section 11 shall survive the Membership Term.
Termination of Membership Term.
- Hello Health may elect to cancel the Membership Term effective upon the date stated in a notice to the Member if (i) the Member fails to comply with the Terms; (ii) the Member is no longer associated with a Hello Health Physician; or (iii) Hello Health decides to discontinue providing Hello Health Services to all Members within the Member's locality.
- Member may elect to cancel the Membership Term by delivering notice to Hello Health. Cancellation pursuant to this section shall be effective on the last day of the then-current month-long period of the Membership Term. For example, if a Member enrolled on September 5 and then delivered notice on March 1 electing to cancel the Membership Term, then the Membership Term would be cancelled effective March 5.
- If Membership is terminated for any reason, Member shall no longer have access to any of the Hello Health Services. If Member desires to obtain a copy of Member's medical records, Member shall seek such information from Member's physician, who has the obligation to provide such information. If the Member desires to obtain a copy of Member's personal health record, the Member shall notify Hello Health within 10 business days of the termination of membership and Hello Health shall promptly provide the Member a copy of such record.
- Application for Return to Membership. If a Member or Hello Health cancels a Member's Membership Term, then Hello Health shall have no obligation subsequently to permit the former Member to re-enroll as a Member.
- Downtime; Emergencies. Hello Health does not warrant or guarantee that all Hello Health Services will be available during every moment of the Membership Term. As with any technology, it is probable that Hello Health Services occasionally will be unavailable because of planned and unplanned downtime. In recognition of these limitations, Member shall not use or rely on the Hello Health Services to obtain assistance in a medical emergency.
- Limitation of Liability. Hello Health shall not be liable to Member or anyone claiming through the Member for the act or omission of any Hello Health Physician, including any Hello Health Physician's failure to appear for an appointment or to take any other action arranged or available through Hello Health Services. Hello Health's aggregate liability to any Member or anyone claiming through the Member in any way related to or arising from these Terms or any interaction between the Parties shall be limited to US$2,500.
- Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS OR PROFITS.
- Assignment. Member may not assign any rights or obligations under these Terms without Hello Health's prior written consent, which shall not be unreasonably withheld. Hello Health may assign rights or obligations under this Agreement to an affiliate of Hello Health on not less than ten (10) days advance notice to the Member.
- Notices. A notice from Hello Health to the Member pursuant to these Terms will be considered delivered by Hello Health when Hello Health submits an email message to the Member's then-current contact email address in the Member's Hello Health membership profile. A notice from Member to Hello Health pursuant to these Terms will be considered delivered by Member when Member submits an email message to Hello Health's Member Contact or general Contact email address identified in the Hello Health website.
- Severability. If a court or other body of competent jurisdiction declares any term of these Terms invalid or unenforceable, then the remaining terms shall continue in full force and effect.
- Choice of Law/Venue. This Agreement shall be governed by the laws of the State of Delaware, without regard to that state's conflict of law provisions. Jurisdiction of any dispute under this Agreement shall be in the state or federal courts located in the state of Delaware, and neither Party shall dispute that venue in such courts is appropriate. Each Party hereby waives its right to trial by jury in any dispute that arises under or in connection with this Agreement or the Hello Health Services.
- Non-Waiver. No right created by these Terms shall be deemed waived unless specifically and expressly waived in a writing signed by the Party possessing the right.
- Minors. Some Members may be minors. A minor Member will be enrolled by such individual's custodial parent(s) or legal guardian. Any individual enrolling a minor with Hello Health hereby represents that (i) such individual has the legal authority to do so; and (ii) such individual shall be personally responsible for any costs or fees incurred with respect to such minor Member.
- Prevailing Party. If a Party prevails against another Party regarding any claim arising from or related to these Terms, then the non-prevailing Party shall reimburse the prevailing party for costs, expenses, and attorneys' fees reasonably incurred by the prevailing party regarding that claim.
- Representation. The individual enrolling with Hello Health through these Terms hereby represents that he or she is enrolling for the bona fide purpose of obtaining the Hello Health 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 Hello Health or entered into the Hello Health System by such individual is true, accurate and not misleading. The individual entering into these Terms and conditions has no right to use any Hello Health systems, software, processes or information for any other purpose.
- Entire Agreement; Amendment. These Terms constitute the entire agreement and understanding of the Parties regarding the relationship between the Parties and supersedes all prior written and oral agreements, proposals, and understandings between the Parties regarding their relationship. Hello Health may prospectively amend these Terms by providing electronic notice to Member of the amendment.
By executing this Agreement below, the signatory enters into and accepts the terms and conditions of these Terms. This Agreement will become binding upon Hello Health when notice of acceptance is provided electronically to the Member.