Congratulations on your decision to download HealthX. HealthX provides right–sized mobile virtual and onsite treatment for simple to complex non–emergency medical cases through the power of technology, convenience, and service. Our skilled and licensed physicians and/or nurse practitioners (“Health Care Professionals”) who have significant experience evaluating acute injuries and illness arrive with the tools necessary to provide advanced non–emergency medical care at your door and on demand.

When the Application is accessed through a mobile device, the Application is designed to enable you to send a request for non–emergency Medical Services. The GPS receiver – which should be installed on the mobile device on which you have downloaded the Application – detects your location. Upon request, the Application will automatically transmit your location which will be used to determine whether a Health Care Professional is available in your area. If you access our Medical Services through our Website, your location will be determined based on the information you provide us. A HealthX Health Care Professional or triage nurse will then contact you by telephone. After the telephone consultation, a Health Care Professional (if available) will be dispatched to your location (in–home consultation); provided, however, that the Health Care Professional may, in his or her best medical judgment, based on information received through the Application, during the telephone consultation or in–home consultation, determine that he or she is unable to provide treatment. We make no representation or warranty to you that a Health Care Professional will be available to perform the Medical Services.

If you are using the Application for Medical Services to a minor, you must be available during the Health Care Professional’s visit with the minor, you are responsible for payment for the Medical Services provided the minor, and are assuming the obligations of this Agreement as they relate to the minor.

In order to use the Application, you must sign up with HealthX and provide us with certain personal information, including (without limitation) your name, address, email address, telephone number, date of birth, credit card information (which is provided directly to our third party vendor and not stored by us), name of your primary care provider (if you have one) and any insurance information to create a user account (“Account”). We may require you to take additional steps to confirm ownership of your mobile device, including requiring you to enter a verification code in the Application, which we will deliver to your mobile device. You acknowledge and agree that HealthX may leave voicemails requesting a callback regarding your request for Medical Services or confirming that a Health Care Professional is on the way to your location for your appointment at any phone number provided by you, unless you communicate otherwise to HealthX in writing. We respect your privacy and a complete statement of our current privacy policy can be accessed here (“Privacy Policy”). Our Privacy Policy is expressly incorporated into this Agreement by this reference. If you utilize our Medical Services, we will send you a patient satisfaction survey to the email address associated with your account.

Unless explicitly stated otherwise, any new features that augment or enhance the current Application shall be subject to the Agreement. You are responsible for all equipment necessary to access HealthX.

It is imperative that you provide accurate and truthful information about your identity and your health and physical condition during the registration process. By submitting the information request to create an Account, you represent and warrant to HealthX that all of the personal information you provide during this process is true and correct. You acknowledge and agree that we are entitled at all times to verify the information provided. HealthX reserves the right to refuse or cancel your Account or your use of the Application and/or the Medical Services at any time for any reason, or no reason at all.

By accessing or using the Application, you further agree that:

You will only use the Application or its content for your sole, personal use and you will not resell them to a third party;

You will not copy or distribute the Application or other Application content;

You will not upload or transmit any communications or content of any type that infringes or violates any rights of any party;

You will not use the Application for any purpose in violation of local, state, federal or international laws;

You will not use the Application as a means to distribute advertising or other unsolicited material to any third party;

You will not impersonate another person;

You will not post material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity as determined by us in our sole discretion;

You will comply with all applicable third party terms of agreement when using the Application (e.g., your wireless data service agreement or the terms of service of the geo-location application installed on your mobile device);

You will ensure that no unauthorized person shall have access to your mobile device or your HealthX passwords or accounts;

You will promptly notify us in the event your HealthX passwords or accounts have been compromised;

You will not assign or otherwise transfer your Account to any other person or entity;

You will not try to harm the Application or impair the proper operation of the network in any way whatsoever;

You will provide us with whatever proof of identity we may request;

You will not choose or use a user name that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization; and

You will never use another person’s Account or log in details to access the Application.
We reserve the right to immediately terminate your use of the Application should you fail to comply with any of the foregoing rules.

You must be 18 years of age or older to use the Application and any services provided through the Application. You understand that there may be no Health Care Professionals available in your area and we cannot guarantee that Health Care Professionals will be available to provide Medical Services in your area. If you are requesting Medical Services for a minor, you must verify that you are the parent, guardian or other adult responsible for the minor. By using the Application, you represent that you are at least 18 years of age or are the parent, guardian or other adult responsible for a minor.

If you reside in a jurisdiction that restricts the use of the Application because of age or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Application. You represent that you are of legal age to enter into a binding contract.

You must notify us immediately of any change in your eligibility to use the Application including any changes to your medical condition or physical fitness, breach of security, or unauthorized use of your Account with HealthX.

There is no charge to register with us or to download the Application on your mobile device. You are charged only when you access and use the Medical Services by scheduling an in–home consultation with one of our Health Care Professionals. We reserve the right to introduce a fee in the future for downloading the Application or for creating an Account with us. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your Account.

We also reserve the right to charge a reasonable fee for any cancelled appointment or cancelled in–home consultation.

The cost of the Medical Services provided by our Health Care Professionals varies and is determined based on the complexity of the medical care provided, procedures and lab services performed, and supplies required. HealthX will bill you or your insurance carrier (as applicable) for the Medical Services you receive in accordance with the Consent for Treatment Form, which will be presented to you prior to the provision of Medical Services. The Consent for Treatment Form is expressly incorporated in to this Agreement by reference. You are solely responsible for the full cost of the Medical Services.

By providing a credit card or other payment method that we accept, you represent that you are authorized to use that payment method and that you authorize us (or our third–party payment processor) to charge your payment method for the total amount of your bill (including any applicable taxes and other charges) (each, a “Transaction“). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Transaction may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Transaction. If you want to change or update your payment method information, you can do so at any time by logging into your Account. If a payment is not successfully settled and you do not edit your payment method information, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated.

You acknowledge that the origination of Automated Clearing House (“ACH“) transactions to your Account must comply with applicable provisions of law. In the case of an ACH Transaction rejected for insufficient funds, we may at our discretion attempt to process the charge again at any time within 30 days. If you have sent an insufficient amount of funds to complete the Transaction, we may in our discretion cancel the entire Transaction or fulfill a partial Transaction using the amount of funds available, but we have no obligation to alert you to the insufficiency.

You further agree that: (a) any applicable transaction fees will be charged to the credit or debit card or other payment method you designate; (b) all payments will be processed through HealthX’s designated third party payment processor; and (c) all processed donations may be final and non–refundable.

Please note that message rates, voice, and data charges from your cellular service provider may apply to access and use of the Application, sending and receiving text messages and placing and receiving calls in connection with the Application. You are solely responsible for such message rates, voice, and data charges. You also understand that you may opt out of receiving text messages from HealthX at any time, by texting the word “STOP” using the mobile device that is receiving the messages.

We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or
permanently, the Application, or any portion thereof, with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of the Application or any portion thereof.

You are responsible for maintaining the confidentiality of your username and password that you designate during the Account registration process, and you are fully responsible for all activities that occur under your username and password. You shall immediately notify us of any unauthorized use of your username or password or any other breach of security. HealthX will not be liable for any loss or damage arising from your failure to comply with this provision. You should use caution when accessing your account from a public or shared computer or using unencrypted email to discuss private matters with any Health Care Professional, so that others are not able to view, record or intercept your password or other personal information. You have been informed of the risks of transmitting your personal information through an unsecured means. Once it is received, HealthX uses industry–standard methods to secure your personal information and that of any minor for whom you are responsible, in accordance with applicable law and HealthX’s Privacy Policy.

Subject to your compliance with the terms and conditions of this Agreement, HealthX grants to you a limited, personal, non–exclusive, and non–transferable right and license to download and install a copy of the Application on a mobile device that you own or control and to run such copy of the Application solely for your own personal use.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way; (ii) modify or make derivative works based upon the Application; (iii) reverse engineer or access the Application in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Application, or (c) copy any ideas, features, functions or graphics of the Application; or (iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application.

The Application, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object and HTML code and all other protectable intellectual property available through and/or comprising the Application (the “Proprietary Materials”) are the sole property of HealthX or of our licensors and are protected by copyright and other intellectual property laws. All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by HealthX.

You agree not to post any content from the Application to weblogs, news groups, mail lists or electronic bulletin boards, without our prior written consent. You may establish a hypertext link to our application so long as the link does not state or imply any sponsorship of your website or application by us. However, you may not, without our prior written consent, frame or inline link any of the content of our application or incorporate into another website or other applications any of our material, content or intellectual property.

By using the Application, you agree that your use:

Will be for lawful purposes only and never for sending or storing unlawful material or use for fraudulent purposes;

Will not cause nuisance, annoyance, disruption, or inconvenience;

Will not impair the proper operation of the network; and

Will only be through access points or wireless data account (AP) which you are authorized to use.

HealthX alone (and its licensors, where applicable) shall own all right, title and interest, including all intellectual property rights, in and to the Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Application. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Application shall be owned solely and exclusively by HealthX, and/or, as applicable, HealthX’s third–party vendors, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide therein and thereto, and you hereby assign to HealthX any and all of your rights, title or interests in the Application or any modification to or derivative work of the Application. You shall not remove or authorize or permit any third party to remove any proprietary rights legend from the Application.

This Agreement does not constitute a sale and does not convey to you any rights of ownership in or related to the Application, or any intellectual property rights owned by HealthX or its licensors. HealthX’s name, logo and the product names and logos associated with the Application are trademarks of HealthX, its affiliated companies or third parties, and no right or license is granted to you to use them.

If you are a copyright owner who believes your copyright material has been copied and posted on our Website or Application in a manner that constitutes copyright infringement, please inform our Copyright Agent by sending written notice by email to [email protected], Attn: Copyright Agent.

Please include the following information in your written notice:

a detailed description of the copyrighted work that is allegedly infringed upon;

a detailed description of where the allegedly infringing material is located on our Application;

your contact information, including your address, telephone number, and email address;

a statement by you indicating that you have a good–faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and

an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.

We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any Account holder who infringes the copyrights or other intellectual property rights of others.

Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters can be found elsewhere on our Website or through the Application.

We reserve the right to terminate your Account if you misuse the Application or our Website, or if you violate this Agreement including, without limitation, the following rules of conduct.

You may not:

Upload, post, or transmit by any means, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

Impersonate any person or entity, including another Account holder, Health Care Professional, or other employees of HealthX, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted;

Upload, post, email, or otherwise transmit through the Application by any means, content, materials, or comments that could be characterized as “medical advice;”

Attempt to interfere with or disrupt our servers or networks;

Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;

Stalk or otherwise harass another user of our Application or any of our employees, or Health Care Professionals;

Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users or any minors, including user names or passwords; or access or attempt to access another user’s account without his or her consent or, in the case of a minor, that of the minor’s parent or guardian or other responsible adult.

Some of the Medical Services we offer may be subject to additional terms and conditions. Your use of such services is subject to those additional terms and conditions, which will be provided to you before the affected services are provided. Any such additional terms and conditions are incorporated into this Agreement by reference.

BY USING THE APPLICATION OR OUR MEDICAL SERVICES YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT HEALTHX IS NOT A HOSPITAL OR EMERGENCY ROOM DEPARTMENT.

NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ THROUGH THE APPLICATION OR HEALTHX WEBSITE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, YOU MAY USE THIS APPLICATION TO TRY TO CONTACT A NEARBY QUALIFIED HEALTH CARE PROFESSIONAL. HOWEVER, IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 FOR EMERGENCY MEDICAL HELP.

Although our Health Care Professionals are licensed and qualified to provide you with the Medical Services, please consult with your regular licensed health care provider as necessary before you alter, suspend or initiate any change in your medical treatment, medication routine or health care related procedure or activity. Do not disregard medical advice issued to you by your regular licensed healthcare provider.

YOU HEREBY AGREE THAT USE THE APPLICATION AND OUR WEBSITE AT YOUR OWN RISK. HEALTHX EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE APPLICATION, AND ASSUMES NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN SUCH CONTENT OR IN THE MEDICAL SERVICES PROVIDED BY HEALTHX OR THROUGH OUR APPLICATION OR WEBSITE. HEALTHX EXPRESSLY DISCLAIMS ANY IMPLIED GUARANTEE OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELEVANCE OF ANY INFORMATION PROVIDED THROUGH THE APPLICATION.

YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE APPLICATION, OUR WEBSITE, THE HEALTH CARE PROFESSIONALS AND THE CONTENT AND MEDICAL SERVICES AVAILABLE THROUGH THE FOREGOING IS ON AN “AS–IS”, “AS AVAILABLE” BASIS AND HEALTHX SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON–INFRINGEMENT.  ANY ACCESS TO OR USE OF THE APPLICATION IS VOLUNTARY. WE WILL REGARD ALL ACCESS OR USE AS VOLUNTARY AND AT THE SOLE RISK OF THE USER.

HEALTHX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE APPLICATION OR OUR WEBSITE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN HEALTHX’S LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

HealthX does not warrant or guarantee that files that may be available for download through the Application will be free of infections or viruses, worms, Trojan horses or other code that contains contaminating or destructive properties.

We, and our technology service providers, cannot and do not guarantee or warrant against errors, omissions, delays, interruptions or losses, including loss of data. You download and use the Application at your own discretion and risk, and you are solely responsible for any damages to your mobile device(s) or loss of data that results from the download or use of the Application. You agree that you are solely responsible for maintaining Internet and/or network access and are responsible for any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. HEALTHX MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE TELECOMMUNICATION SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE TELECOMMUNICATION SERVICES. Users of the Application are responsible for maintaining a means
external to the Application for the reconstruction of any lost data.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT HEALTHX SHALL NOT BE LIABLE TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY DIRECT, INDIRECT,  INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HEALTHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE APPLICATION, MEDICAL SERVICES OR WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE APPLICATION OR WEBSITE OR ANY  WEBSITES LINKED TO THE APPLICATION OR WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE APPLICATION OR WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE APPLICATION OR THE WEBSITE; OR (F) ANY OTHER MATTER RELATING TO THE APPLICATION, MEDICAL SERVICES OR THE WEBSITE. IN  NO EVENT SHALL HEALTHX’S TOTAL LIABILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND MEDICAL MALPRACTICE– OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO HEALTHX. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, HEALTHX’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

THE FOREGOING LIMITATION OF LIABILITY OF HEALTHX WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING FROM THE USE OF THE APPLICATION. Unless expressly otherwise stated by HealthX and except where, and only to the extent, prohibited by applicable law:

a. In no event shall HealthX or any of its affiliates or any of its or their respective officers, directors, employees, agents, representatives, advisors and consultants (collectively, “HealthX Parties”) be liable to you (whether under contract, tort, negligence, strict liability, warranty or any other legal or equitable theory) for any indirect, incidental, exemplary, special, speculative, punitive or consequential damages (including, without limitation, loss of use, data or information of any kind) in any way arising out of or related to the operation, or your use, of the Digital Services or any Content, even if any HealthX Medicine Parties have been advised of the possibility of such loss or damages.

b. To the fullest extent permitted by applicable law, you understand and agree that the HealthX Parties’ maximum aggregate liability for any type of damages in any way arising out of or related to the operation, or your use, of the Digital Services or any Content hereunder shall be limited to (i) the total fees paid by you to access or use the Digital Services during the three (3) months preceding the event giving rise to the liability or (ii) if no fees are payable by you for such period, one hundred U.S. dollars.

You further agree that the limitations of liability set forth above will survive any termination or expiration of these Terms and will apply even if any limited remedy specified herein is found to have failed its essential purpose. Applicable law may not allow the limitation or exclusion of liability or certain measures of damages. Accordingly, the exclusions and limitations set forth above may not apply in their entirety to you. You agree, however, that our liability, and recoverable damages, will be limited to the maximum extent permitted by law.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that HealthX would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

We may, in our sole discretion, permit you to post or submit content and other materials through the Application (collectively, “User–Provided Content”). You grant us, and anyone authorized by us, a royalty–free, perpetual, irrevocable, non–exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such User–Provided Content, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose that we choose. Also, you grant us, and anyone authorized by us, the right to identify you as the author of any User–Provided Content submitted by you. You will not receive any compensation of any kind for the use of any User–Provided Content submitted by you.

You acknowledge that HealthX only acts as a passive conduit for the distribution of the User–Provided Content and is not responsible or liable to you or to any third party for the content or accuracy of the User–Provided Content. You understand that we have no obligation to monitor any areas of the Application through which users can post User–Provided Content. However, we reserve the right at all times, in our sole discretion, to screen User–Provided Content and to edit, move, delete, and/or refuse to accept any User–Provided Content that in our judgment violates this Agreement or is otherwise unacceptable or inappropriate, whether for legal or other reasons.

Any use by you of the User–Provided Content is entirely at your own risk. You represent and warrant that any User–Provided Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or publicity rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the right to grant the license described above.

You agree to indemnify and hold harmless HealthX, HealthX’s affiliates, and each of its and their respective directors, officers, managers, employees, shareholders, agents, representatives, licensors, successors and assigns from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, that arise out of any User–Provided Content posted or transmitted through the Application by you or by others using your account.

You agree to defend, indemnify, and to hold harmless HealthX, HealthX’s affiliates, and each of its and their respective officers, directors, managers, employees, shareholders, agents, representatives, licensors, successors and assigns, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys’ fees on account thereof) arising, resulting from or relating to: (a) your use of the Application or our Website or your inability to use the Application or our Website; or (b) an allegation that you violated any representation, warranty, covenant or condition in this Agreement. Your agreement to defend, to indemnify, and to hold HealthX (and its officers and directors) harmless applies whether a claim against HealthX is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Application and/or our Website caused damage to you or to any third party and/or your use and access to the Application and/or our Website. This indemnification section shall survive your termination of or cessation of use of the Application and our Website.

We reserve the right to control the defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us. You will indemnify, defend, and hold harmless the HealthX Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

a. your access to or use of the Digital Services, or the Content;

b. your User Content and/or User Feedback;

c. your violation of any of the provisions of these Terms;

d. any activity related to your registration by you or any other person accessing the Digital Services through your Account, including, without limitation, negligent or wrongful conduct; or

e. your violation of any third party right, including any intellectual property right, publicity, confidentiality, property or privacy right.

HealthX reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

The Application and/or our Website may link to or promote websites, products and/or services from other companies or offer you the ability to download software from other companies. You agree that HealthX is not responsible for, and does not control, those websites or any third party products or services. HealthX encourages you and any minor for whom you are responsible to be aware of this when you leave the Application or click on links controlled by third parties, and to read the legal notices and privacy policies of each and every location you visit. Your use (or that of any minor for whom you are responsible) of a third party product, service or website will be subject to such third party’s terms of use, privacy policy and any other applicable terms and conditions.

This Agreement contains the final and entire agreement between us regarding your use of the Application and our Website for yourself, a member of your household or for any minor for whom you are responsible, and supersedes all previous and contemporaneous oral or written agreements regarding your use of the foregoing. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable. No amendments or modifications to this Agreement shall be valid unless in writing and signed by all parties. We may discontinue or change the Application and/or our Website, or its/their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Illinois, United States of America applicable to contracts made entirely within Illinois and wholly performed in Illinois, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the Application will be an appropriate federal or state court located in Chicago, Illinois.

This Agreement is not intended to benefit any third party, and does not create any third party beneficiaries. Accordingly, this Agreement may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Application, our Website or this Agreement must be filed by you within one year after such claim or cause of action arose or be forever barred. All provisions of this Agreement that would reasonably be expected to be performed after the termination or expiration of this Agreement shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.

HealthX may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of HealthX’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or  right in that or any other instance; rather, the same will be and remain in full force and effect.

Please read the following sections carefully because they require you to arbitrate certain disputes, claims, suits, actions, causes of action, demands or proceedings against any HealthX Medicine Parties that in any way arise out of or relate to the operation, or your use, of the Digital Services or Content (except for disputes that arise from Health Care Services) (“Disputes“) and limit the manner in which you can seek relief from us in such Disputes. For the avoidance of doubt, “Disputes” under this section does not include disputes, claims, suits, actions, causes of action, demands or proceedings that arise out of the actual provision of health care by a Provider (Health Care Services), even if the Dispute involves Digital Services.

a. Waiver of Right to Pursue Class Action Claims

You and HealthX Medicine agree that each may bring claims or otherwise resolve Disputes against the other party only on an individual basis, and waive any right to pursue any claims as a plaintiff of class member in any purported class or representative action or proceeding. Further, you and HealthX Medicine agree that a Dispute will not be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of you or any other individual or group of individuals.

b. Limitation on Time to Bring an Action

You agree that regardless of any statute or law to the contrary, any Dispute brought by you must be filed within one (1) year after such claim or cause of action arose, and that thereafter such claim or cause of action will forever be barred.

c. Agreement to Arbitrate Claims; Waiver of Jury Trial

By agreeing to these Terms, both you and HealthX are waiving the right to a jury trial on certain Disputes that may arise.

Except for Disputes (i) arising out of or related to a violation of Appropriate Use of the Digital Services (“Appropriate Use Dispute“); (ii) in which either party seeks to bring an individual action in small claims court and that qualifies to be filed in small claims court (“Small Claims Dispute“); or (iii) in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including copyrights, trademarks, trade names, logos, trade secrets or patents (“IP Injunctive Dispute“), you and HealthX Medicine agree to arbitrate all Disputes between you and us. If a Dispute arises between you and us relating to the Digital Services or these Terms, you and we agree that the Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations  (“AAA Rules“).

You and HealthX Medicine agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to HealthX Medicine shall be sent by certified mail or courier to HealthX Memorial HealthCare, 211 East Ontario Street, Suite 1800, Chicago, Illinois 60611. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with the section titled “Accounts, Account Security, and Communication Preferences”, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and HealthX Medicine cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the receiving party, then either you or HealthX Medicine may, as appropriate and in accordance with this section, commence an arbitration proceeding or, solely in the case of an Appropriate Use Dispute, Small Claims Dispute, or IP Injunctive Dispute, file such action in court.

You and we agree to the following rules relating to any arbitration proceeding:

You and HealthX waive any right to bring Disputes before any court of law, (except in the case of an Appropriate Use Dispute, Small Claims Dispute, or IP Injunctive Dispute). Rights that you would have if you went to court, such as access to discovery, may be unavailable or limited in arbitration.

The venue for all Disputes arising under these Terms (including both arbitrated Disputes and court actions in any Appropriate Use Dispute, Small Claims Dispute, or IP Injunctive Dispute) shall be in Cook County, Illinois, but you and we may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum.

The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator also does not have the power to vary the class action waiver provisions.

These Terms affect interstate commerce and the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA“), to the maximum extent permitted by applicable law.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

All arbitration proceedings will be confidential and all records relating thereto will be permanently sealed to the fullest extent possible under applicable law.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, HealthX Medicine will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost–prohibitive for you.

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

Health-X, Inc. reserves the right to change the terms or cancel XPRESS anytime. I agree to enroll in XPRESS. XPRESS is a subscription which automatically renews unless canceled. XPRESS is a ‘No-cost’ Preventive Health Initiative designed for health plans, professional healthcare practices/laboratories, and organizations in general, whereby members or network members (clinic participants) can better access no-cost rapid ag tests, sent on a reoccurring basis.

Cancel your XPRESS subscription by calling 888.488.1977. Memberships cannot be canceled at clinic locations. Unless you cancel at least three days before renewal date, membership will automatically renew and you authorize us without notice, except where required by law, to send and bill your insurance, with no out of pocket expense. Applicable XPRESS benefits provided until effective date of cancelation.

• Membership and enrollment
  Limited to participating locations and states.  Certain XPRESS benefits are not available in all states. Minors must have parent/guardian permission to enroll. You must provide and maintain accurate and current information. We may share your personal info with our Health-X team and In-network partners in order to provide benefits including delivery of reoccurring monthly rapid ag test kits. No recurring payments or payment data is required to receive or maintain membership.
• Membership fees and renewal
  Membership enrollment and renewal and are subject to change. Notice of changes of insurance billing will be provided by email. No out-of-pocket or balance billing will occur. Changes apply to new and existing members unless membership is canceled.
• Membership benefits
  Benefits valid only for participating in-network Health-X members.
• 8 No-Cost Rapid Test & FREE shipping
  FREE priority mail delivery for eight (8) Rapid Tests per eligible member. Shipping benefits depend on inventory, order cutoff times and delivery destinations. Free shipping is not available in Alaska, Hawaii or Puerto Rico. Shipping methods subject to change. Eligible vary.
• Activation
  Qualifying member activation is automatic after signing the medical consent agreement and associated member accounts accept the terms listed herein. Profile and insurance must be verified accessing no-cost-to-you monthly rapid test kits.
• Delivery timing
  Order cutoff times may vary by delivery option and location. Not all delivery options are available to every address. Delivery may be subject to delays. Delivery timing is measured in business days.
• Modifications, notices and e-mail communications
  We may notify you of updates to these terms for XPRESS, at our discretion, except as required by law, by email, regular mail, posting on HEALTH-X.com and Xpresscovidtesting.org, posting in participating locations or through any other reasonable means, including posting updated Terms to HEALTH-X.com. Except as required by law, HEALTH-X will give XPRESS subscribers notices by email or other method selected by HEALTH-X. Continued participation following updates constitutes notice and acceptance of updates. By providing your email address you agree to allow HEALTH-X to send you emails about your account, as well as promotional emails about XPRESS and other HEALTH-X offerings. If you no longer wish to receive future promotional emails from us, you can call 888.488.1977
• Termination
  HEALTH-X may suspend or terminate any XPRESS account for any reason at our discretion. Membership fees will not be refunded if HEALTH-X believes a member has abused privileges or violated terms of XPRESS. HEALTH-X may terminate XPRESS, or any benefit thereunder, at any time, for any reason, by providing notice in accordance with these terms. Upon termination, HEALTH-X may elect to maintain benefits until expiration of membership terms or refund a pro rata portion of membership fees.
• Participation is at member’s sole risk
  XPRESS and its benefits are provided on a strictly “as is” and “as available” basis.HEALTH-X makes no warranty (express or implied, including any implied warranties of merchantability, fitness for a particular purpose or arising from course of performance) with regard to XPRESS or its benefits, including no warranty as to results from use of XPRESS. HEALTH-X, its affiliates and partners (“HEALTH-X parties”) are not liable for any damages (direct, indirect or otherwise) under any theory of liability arising from use or operation of XPRESS, or with unavailability of any XPRESS benefits, even if advised of the possibility of such damages. Liability of the HEALTH-X parties, in the aggregate, shall not exceed fees paid by the member for that member’s current membership.No advice or information from or through HEALTH-X or any of its employees or associates shall create any warranty. Some jurisdictions may not allow exclusion of certain damages and implied warranties, so some of these exclusions may not apply to you.
• Indemnification
  You hereby agree to indemnify, defend and hold the HEALTH-X parties harmless from any liability, loss, claim and expense (including reasonable attorneys’ fees) related to or arising out of your violation of these terms.
• Contact us
  Call for assistance 888.488.1977, including to cancel membership.

Last revised 22 December 2022