Terms and Conditions.

Hello Health & PortalConnect

  1. Purpose; Scope. These HelloHealth Membership Terms and Conditions ("Terms" or this "Agreement") define the relative rights and obligations of HelloHealth, Inc. ("HelloHealth") and each person (each, a "Member") who elects to obtain technology services from HelloHealth. These Terms constitute a contract between HelloHealth and each Member and shall apply to each Member separately. Member and HelloHealth are each a "Party" and, together, the "Parties" identified in these Terms.
  2. Membership Term. The "Membership Term" shall commence on the date Member completes the steps necessary to enroll as a Member as stated in the HelloHealth website enrollment instructions. The Membership Term shall continue indefinitely until canceled by HelloHealth or the Member pursuant to these Terms.
  3. HelloHealth Licensee. "HelloHealth Licensee" means physicians, none of whom are employed by HelloHealth, who, have directly or through their professional corporations, entered into license agreements with HelloHealth (the "License Agreements") pursuant to which, among other things:
    • HelloHealth conditionally licenses rights, access to technology, and services to HelloHealth Physicians to assist them in conducting their medical practices, including without limitation an electronic medical records system;
    • HelloHealth 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 HelloHealth and are not employees, agents, or contractors of HelloHealth.
  4. Member Association with a HelloHealth Physician.
    • It is expected that during the Membership Term, a Member shall designate a HelloHealth 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.
    • HelloHealth 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, HelloHealth 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.
  5. HelloHealth Services. During the Membership Term, HelloHealth shall provide the following technology services (collectively, the "HelloHealth 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, HelloHealth provides the technology and services to Selected Physicians tomaintain electronic medical records for each Member related to medical services provided by Selected Physicians. HelloHealth 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 HelloHealth, subject to applicable law.
    • Personal Health Record. HelloHealth 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, HelloHealth 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 HelloHealth Physicians. Once the Member has selected a HelloHealth Physician, HelloHealth shall provide access to encrypted instant messaging, email, and video access for communications between the Member and the Member's HelloHealth Physician.
  6. Scope of HelloHealth Services. Member acknowledges that:
    • HelloHealth is a technology and services company that assists physicians and patients to communicate and exchange information more efficiently;
    • HelloHealth does not engage in the practice of medicine;
    • HelloHealth Services do not include the provision of professional medical services;
    • HelloHealth 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 HelloHealth;
    • HelloHealth 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 HelloHealth and the HelloHealth Licensee physician that is a party to the applicable License Agreement.
  7. Member Obligations to Obtain Access. HelloHealth Services are web-based services accessible through common user hardware and software that provide the user web access. HelloHealth 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 HelloHealth Services. Member shall obtain the hardware, devices, software, and third-party subscriptions necessary for Member to access the internet and use the HelloHealth Services.
  8. HelloHealth 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 HelloHealth may also require separate payments for medical administration or for access to the physician using HelloHealth. Whether or not to impose such charges is up to the discretion of the individual physician, and HelloHealth is not responsible for such charges
  9. Member Profile; Confidentiality of Account. During the Membership Term, 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 covenants that he or she is enrolling as a Member for the bona fide purpose of using the HelloHealth Services in connection with his or her personal health care, and not for any other purpose.
  10. 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 a HelloHealth 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
  11. HelloHealth's Protection and Use of Member Data.
    • Protected Health Information. To perform HelloHealth Services for the Member, HelloHealth will receive information about the Member that is provided by (i) the Member and (ii) HelloHealth Physicians related to medical diagnosis and treatment provided to the Member. Pursuant to the License Agreements, Member information that HelloHealth receives from HelloHealth Physicians that constitutes Protected Health Information as defined by 45 C.F.R. § 160.103 ("PHI") will be subject to obligations imposed on HelloHealth 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, HelloHealth is obligated to use and disclose the PHI only as necessary to perform services for HelloHealth Physician(s) or as consented to by the Member.
    • Electronic PHI. Pursuant to the License Agreements, HelloHealth 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 HelloHealth transmits or maintains.
    • Protection of Other Member Information. HelloHealth shall use or disclose data that HelloHealth receives from a Member regarding the Member only as necessary to perform HelloHealth 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. HelloHealth shall encrypt all Member data maintained by HelloHealth.
    • Use of De-Identified Data. HelloHealth 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.
  12. Billing and Collection for HelloHealth Physician Services. Pursuant to an arrangement between HelloHealth and each HelloHealth Physician, HelloHealth will function as HelloHealth Physicians' agent to collect amounts that the Member from time to time owes to any HelloHealth Physician related to medical services provided by that HelloHealth Physician to the Member. Member shall pay HelloHealth as agent for any HelloHealth Physician amounts that the Member from time to time owes to a HelloHealth Physician for those services. Member's obligations under this Section 11 shall survive the Membership Term.
  13. Termination of Membership Term.
    • HelloHealth 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 HelloHealth Physician; or (iii) HelloHealth decides to discontinue providing HelloHealth Services to all Members within the Member's locality.
    • Member may elect to cancel the Membership Term by delivering notice to HelloHealth. 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 HelloHealth 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 HelloHealth within 10 business days of the termination of membership and HelloHealth shall promptly provide the Member a copy of such record.
  14. 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.
  15. Downtime; Emergencies. HelloHealth does not warrant or guarantee that all HelloHealth Services will be available during every moment of the Membership Term. As with any technology, it is probable that HelloHealth Services occasionally will be unavailable because of planned and unplanned downtime. In recognition of these limitations, Member shall not use or rely on the HelloHealth Services to obtain assistance in a medical emergency.
  16. Limitation of Liability. HelloHealth shall not be liable to Member or anyone claiming through the Member for the act or omission of any HelloHealth Physician, including any HelloHealth Physician's failure to appear for an appointment or to take any other action arranged or available through HelloHealth Services. HelloHealth'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.
  17. 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.
  18. 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.
  19. Notices. A notice from HelloHealth to the Member pursuant to these Terms will be considered delivered by HelloHealth when HelloHealth submits an email message to the Member's then-current contact email address in the Member's HelloHealth membership profile. A notice from Member to HelloHealth pursuant to these Terms will be considered delivered by Member when Member submits an email message to HelloHealth's Member Contact or general Contact email address identified in the HelloHealth website.
  20. 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.
  21. 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 HelloHealth Services.
  22. 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.
  23. 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 HelloHealth 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.
  24. 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.
  25. 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 HelloHealth 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.
  26. 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. HelloHealth 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.