Last updated: September 28, 2021
This Terms of Service Agreement (“Agreement”) sets forth the terms and conditions upon which you may create a Health Wallet account and/or use any services, updates, enhancements, or upgrades (collectively, the “Service”), whether on mobile or non-mobile hardware platforms, offered by Health Wallet LLC (hereinafter “Health Wallet”, “Health Wallet LLC”, and/or “Service”) and/or its authorized distributors. “You”, “your”, “yourself”, “user”, and “member” means you, as an individual.
Please read this agreement carefully in its entirety before using the service. If you do not agree to be bound by this agreement, you may not use the service.
This agreement contains warranty disclaimers and other provisions that limit Health Wallet’s liability to you. By using the service, you acknowledge and agree that you have read and understand this agreement, the provisions, disclosures, and disclaimers set forth in this agreement are fair and reasonable, and your agreement to follow and be bound by this agreement is voluntary and is not the result of fraud, duress, or undue influence exercised upon you by any person or entity.
1. IN GENERAL
The terms of this Agreement will govern all aspects of the Service unless an upgrade is accompanied by a separate license in which case the terms of that license will govern. You agree to comply with all terms, conditions, and restrictions set forth in this Agreement. You acknowledge that any use of the Service not in compliance with this Agreement invalidates this license and may be prosecuted to the full extent of the law.
By using this Service, you represent and warrant that you are at least 18 years old.
2. PERMITTED USE AND RESTRICTIONS
2.1 Grant of License and Reservations for Users.
Subject to the terms of this Agreement, Health Wallet grants you a limited, non-exclusive, revocable, non-transferable license to use the Service and any future fixes, updates, and upgrades provided to you solely for use in helping you learn about clinical trial options, including transmitting, accessing, managing, collecting, and displaying User Information (defined in clause 3 below) by and among authorized Clinical Professionals. This Service is licensed, not sold, to you by Health Wallet for use only under the terms of this Agreement. Health Wallet reserves all rights not expressly granted to you. The rights granted in this Agreement are limited to Health Wallet’s intellectual property rights in the Service and do not include any other patents or intellectual property rights.
2.2 Reverse Engineering.
You agree not to reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies, create derivative works from, distribute or provide others with the Service, in whole or part, or transmit or communicate the Service over a network or to any Third Party (defined herein Section 7). Further, you agree not to develop, sell, or distribute applications that are capable of launching, being launched from, or are otherwise integrated with, the Service or content accessed through the Service without Health Wallet’s express written permission.
2.3 Further Restrictions.
You further agree to not use the Service to do the following:
2.4 Account Suspension and Termination.
You may stop using the Service at any time. Follow the instructions provided in your account settings page to delete your account with Health Wallet and remove your data from our database, or email support@healthwallet.app.
Health Wallet may suspend or terminate your access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party, Health Wallet, or our Affiliates.
Health Wallet may terminate your access to all or part of the Service if Health Wallet believes, in its sole discretion, that provision of the Service to you is no longer commercially viable.
We will notify you with the reason for termination or suspension by Health Wallet unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for Health Wallet or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Health Wallet or our Affiliates. Where Health Wallet is terminating your access for Service changes, where reasonably possible, you will be provided with sufficient time to export your Content from the Service.
3. USER INFORMATION
You acknowledge and agree that the Service may be used to transmit, collect, access, manage, and display Protected Health Information (“PHI” hereinafter) by and among you, only as authorized through express consent in this agreement. For each entity outside of Health Wallet that you affirmatively authorize, -- such as your authorized Clinical Professionals-- their employees and contractors may also have access to your PHI as authorized by this agreement and Health Wallet’s Privacy Policy, and it is solely the responsibility of such Third Party (defined herein Section 7) to protect and stay within such authorization per their policies. You acknowledge and agree that PHI may be stored by Health Wallet and/or its licensees and service providers in connection with providing the Service and its related services, as well as shared among other users of the Service and its related services as authorized by you. You acknowledge and agree that the PHI stored by Health Wallet shall not serve as sole or primary system of record for any User, personal representative of a User, health care provider, any business associate of a healthcare provider, or any affiliates of the foregoing.
3.1 Protected Health Information
“Protected health information” means, collectively, information and data related to the provision of health care to Users, their health status, medical records, survey questions, survey data, and related information and documents, including consent to treatment forms, authorization to disclose medical information forms, Medicare forms, Medicaid forms, living wills, Directives to Physicians and Family or Surrogates, Medical Powers of Attorney, Out-of-Hospital Do-Not-Resuscitate Orders, Declarations of Mental Health Treatment, images, reports, and lab and test results, medical treatments performed by you and/or other Clinical Professionals, and other “Protected Health Information,” as defined under HIPAA and similar terms as defined by state, national, or international law. You agree that your provision and use of all PHI will be in compliance with HIPAA and all other applicable Laws.
3.2 Clinical Professionals and Prior Diagnosis
“Clinical Professional” as used herein refers to any duly licensed or unlicensed provider of research or care that may interact with User as a consequence of User’s Membership with Health Wallet. Health Wallet works to ensure, but cannot guarantee, that all Clinical Professionals provide accurate and complete professional licensure information, verifiable with their various professional boards and public record at time of enrollment with Health Wallet, and to keep the information updated thereafter.
User guarantees that any PHI provided in their User Profile regarding prior diagnosis, conditions, medications, and any other data pertinent to their usage of Health Wallet is correct and complete. Health Wallet is not liable beyond a non-heightened standard of care to ensure that this information is complete and correct, although they may do so at their sole discretion.
4. MEDICAL ADVICE AND TREATMENT
Health Wallet does not provide medical advice, diagnosis, or treatment. You acknowledge and agree that the Service is merely a conduit of information related to Users and the provision of potential clinical studies by independent Third Party (defined herein Section 7) Clinical Professionals including yourself, researchers, coordinators, physicians, physician assistants, nurses, paramedics, emergency care responders, other physician extenders, healthcare systems, healthcare facilities, or other providers of healthcare services (collectively, “Clinical Professional(s)”). You acknowledge and agree that the Clinical Professionals are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all research, clinical services, advice, instructions, treatment decisions, and other professional services performed, and that all diagnoses, treatments, procedures, and other professional services will be provided and performed exclusively by or under the supervision of Clinical Professionals as they, in their sole discretion, deem appropriate. You further acknowledge and agree that Health Wallet does not provide or endorse any medical advice on or through the Service and no information obtained through the Service can be so construed or used. Health Wallet will have and exercise absolutely no control, authority, or supervision over the provision of any clinical services or other professional services. The use of the Service, all text, graphics, images, audio content, audiovisual content, data, other materials, and any other information provided on, entered into, or made available through the Service, including all clinically related information, whether provided by you, the entity or organization with which you are employed or otherwise affiliated (”Organization”), other Clinical Professionals, or other third parties (collectively, “Content”) is solely your responsibility. Health Wallet will make all reasonable efforts in accordance with applicable laws and agreements to safeguard the integrity and availability of the Content. Further, when using the Service, information may be transmitted over a medium that may be beyond the control and jurisdiction of Health Wallet and its suppliers. Accordingly, Health Wallet assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Service that is reasonably determined to be beyond Health Wallet’s control. Accordingly, you acknowledge and agree that you are solely responsible for all clinical services, advice, instructions, diagnoses, treatments, procedures, and other services in connection with using the Service or otherwise.
5. REGISTRATION
Upon registration, for any and all information you choose to provide, you agree to provide current, accurate, and complete information about you, your research, and/or your Organization as is required in using the Service. Possible examples include personal information (name, location, health information, etc) and study information (interventions, eligibility criteria, arms, etc). Further, you agree to maintain and update your data as required to keep it current, accurate, and complete. You agree that Health Wallet may store and use the data you provide in connection with your use of the Service in accordance with the Privacy Policy. Health Wallet has the right, but not the duty, to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registered information at any time. For paid (researcher) subscriptions, verification of your registered information, specifically, your name, address and/or tax identification number, against a third-party database may be considered to constitute a “credit check” under certain laws. Health Wallet is not making, and will not otherwise make, any type of inquiry to any Third Party (defined herein Section 7) regarding any individual’s credit history and personal financial information without first obtaining such individual’s express authorization to do so. Health Wallet may terminate your rights to the entire Service, if any information you provide is false or inaccurate.
6. ACCOUNT REGISTRATION SECURITY AND USER WARRANTIES TO HEALTH WALLET
To use the Services, you will be required to create an account with Health Wallet ( “Account”). As part of the Account creation process, you will provide an email address and password. Your email address and password are your credentials to access the Services. You are responsible for keeping your password and log-in information secure. If you believe that your password has been stolen or compromised, it is your responsibility to change your password right away, either from within the Services or by contacting us at support@healthwallet.app.
As part of the Account creation process, you will also provide certain personal information. It is your responsibility to keep your information accurate and up to date.
User warrants that User will not:
7. THIRD PARTY TECHNOLOGY
Any and all Third Party technology provided, made available, linked to, or otherwise accessible through the Service (“Third Party”) is provided solely as a convenience to you and is not under the control of Health Wallet. Health Wallet does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third Party technology. Health Wallet does not have any responsibility or liability to you for any Third Party technology which you access and you use at your own risk. Further, you agree to comply with any and all terms and conditions applicable to the use of Third Party technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party technology.
8. THIRD PARTY WEBSITES
This Service may contain links to other independent Third Party (defined herein Section 7) websites (“Linked Websites”). These Linked Websites are provided solely as a convenience to our visitors. Such Linked Websites are not under the control of Health Wallet, and Health Wallet is not responsible for and does not endorse the content of such Linked Websites, including any information or materials contained on such Linked Websites. Health Wallet does not have any responsibility or liability for any information, data, communications, or materials available on such third-party sites. You therefore access these Linked Websites at your own risk.
9. COLLECTION OF INFORMATION
You grant Health Wallet the perpetual, non-exclusive, worldwide, royalty-free irrevocable license to use, copy, print, display, reproduce, modify, publish, post, transmit, distribute, and preserve any transmittal, communication, or other Content provided by you through the Service, or any other service offered on or through the Service, and data related to your use of the Service, including your name, profile, biography, and treatment and response times.
9.1 Express Consent to Sharing of Personal Data
Health Wallet may disclose any such information and content to other users of the Service, Health Wallet’s licensees, service providers, clients, researchers, and other third parties in accordance with applicable Law, agreements, HIPAA requirements, and the Privacy Policy. This sharing of information will be predicated on affirmative acceptance of such dissemination of data, subject to the conditions stated herein. Health Wallet may also use or disclose such data if required to do so by Law or Health Wallet determines that such use or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property, or personal safety of Health Wallet, its employees, and users of the Service. For further information regarding your privacy, please review our Privacy Policy. Notwithstanding the foregoing, the Privacy Policy may be changed from time to time without amending this Agreement. To the extent that there is a conflict between the Privacy Policy and this Agreement, this Agreement will control with respect to your use of the Service; the Privacy Policy controls with respect to the collection, use, disclosure, and disposal of your information.
10. AUTHORIZED USE
Except as expressly set forth in this Agreement, you will protect the confidentiality of the Service, and will not distribute or otherwise make available the Service, or any portion of the Service, in any form to any Third Party (defined herein Section 7). Any rights you may possess in the Service expire upon expiration or termination of this Agreement. You agree that you will employ the security measures necessary to prevent unauthorized users from accessing the Service including your user ID(s) and password(s) (hereinafter “Login Information”). You are solely responsible for the maintenance and protection of your Login Information. You accept responsibility for, and will be liable for, all access to the Service in connection with your Login Information. Without the prior written consent of Health Wallet, you will not utilize the services of any Third Party (defined herein Section 7) to assist you in using the Service. Further, you will be responsible for all activities that occur under or in connection with your account and your use of the Service.
11. EXPORT LAW ASSURANCES
You will not use or otherwise export or re-export this Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. In particular, but without limitation, the Service will not be exported or re-exported (1) into (or to a national or resident of) any U.S. embargoed countries, or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons’ List or Entity List. By using the Service, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
12. TERRITORY
Presently, the Service is available to citizens of the United States only, for use in the United States only. You understand and acknowledge that should you sign up or use the Service from a jurisdiction outside of the United States, Health Wallet provides no warranty with regard to language or legal support. Further, any clinical studies that you choose to engage in outside of the United States are not impliedly or expressly supported by this agreement or Health Wallet. Health Wallet may use technologies to verify your compliance. You agree to abide by United States, and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.
13. TRADEMARKS
Trademarks, service marks, graphics and logos used in connection with the Service are the trademarks of their respective owners. Health Wallet™ and the trademarks related to the Service are trademarks of Health Wallet LLC. You are not granted any right or license with respect to any of the trademarks mentioned above and any use of such trademarks.
“Health Wallet”, and all logos related to the Health Wallet services are either trademarks or registered trademarks of Health Wallet or Health Wallet’s licensors. You may not copy, imitate, modify, or use them without Health Wallet’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Health Wallet. You may not copy, imitate, modify, or use them without our prior written consent. You may use publicly available logos provided directly or indirectly as owned by Health Wallet for the purpose of providing awareness of Health Wallet or referring user traffic to Health Wallet services. You may not alter, modify, or change these logos in any way, use them in a manner that mischaracterizes Health Wallet or the Health Wallet services or display them in any manner that implies Health Wallet’s sponsorship or endorsement. All right, title and interest in and to the Health Wallet websites, any content thereon, Health Wallet services, the technology related to Health Wallet services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Health Wallet and its licensors.
14. COPYRIGHT INFRINGEMENT
Health Wallet respects copyright and other laws. Health Wallet requires all Service users to comply with copyright and other laws. Health Wallet does not, by the supply of the Service, authorize you to infringe the copyright or other rights of third parties. As a condition to use the Service, you agree that you must not use the Service to infringe upon the intellectual property or other rights of others in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. You are entirely responsible for your conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event you fail to comply with laws regarding copyrights or other intellectual property rights, data protection and privacy, you may be exposed to civil and criminal liability, including possible fines and jail time. Health Wallet will not indemnify you or your agents against liability in any of these matters.
15. OWNERSHIP AND TITLE
All title to and the rights in the Service, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, service marks, domain names, trade dress, trade secrets, Health Wallet’s or Third Party (defined herein Section 7) other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of Health Wallet and/or Third Parties ( defined herein Section 7).
16. REPRESENTATIONS & WARRANTIES
In addition to the other representations and warranties contained in this Agreement, you further represent, warrant, and covenant to Health Wallet the following:
16.1 All information you provide to Health Wallet as part of the registration process or otherwise will be truthful and accurate, irrespective of any independent verification or other determination made by Health Wallet;
16.2 You, your practice, and all goods and services provided in connection with your use of the Service will comply with all applicable international, national, federal, state, and local laws, regulations, ordinances, and judicial decisions in courts and tribunals of competent jurisdiction within the United States as applicable (collectively, “Law”);
16.3 You are legally authorized in accordance with applicable Law to provide any and all User Information that you provide to the Service for all uses contemplated under this Agreement;
16.4 This Agreement has been duly and validly authorized, accepted, agreed to, and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with this Agreement. You represent that you have full power, capacity, and authority to enter into this Agreement. If you are accepting on behalf of your employer or an entity, you represent that you have full legal authority to bind your employer or such entity to this Agreement; and
16.5 The performance by you of this Agreement and your use of the Service does not and will not conflict with or violate (1) any law, rule, regulation, order, judgment, decree, agreement, instrument, or obligation applicable to you, or (2) if you are an entity, any provision of your organizational or governing documents.
17. DISCLAIMER OF WARRANTIES
The Service, and any Third Party (defined herein Section 7) technology are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including warranties of title, non-infringement, and implied warranties of merchantability or fitness for a particular purpose. without limiting the generality of the foregoing, Health Wallet, its licensors, and suppliers make no warranty, representation, or guaranty:
17.1 As to the sequence, accuracy, timeliness, relevance, or completeness of the Service;
17.2 As to any information offered or provided within or through the service regarding treatment of medical conditions, actions, diagnoses, procedures, servicelication of medication, or other provision of healthcare services;
17.3 That the Service may be relied upon for any reason, that the use of the Service will be uninterrupted or error free. Further, your use of the Service, and any Third Party (defined herein Section 7) technology is at your own risk. Health Wallet does not warrant that the Service or Third Party (defined herein Section 7) technology will meet your specific requirements. To the extent that Health Wallet may not disclaim any warranty as a matter of law, the scope and duration of such warranty will be the minimum permitted under such law.
17.4 Health Wallet does not provide any warranty regarding the efficacy of any medical/clinical trial or service provided by a Third Party ( defined herein Section 7).
18. LIMITATION OF LIABILITY
Except where prohibited by law, under no circumstances will Health Wallet be liable to you or any other person for direct, consequential, special, indirect, incidental, punitive, or exemplary damages, costs, expenses, losses, or lost profits in connection with the Service or otherwise related to this agreement. The provisions of this section will service regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including negligence), failure of essential purpose or otherwise, and even if advised of the likelihood of such damages. Health Wallet will not be liable for any failure to perform its obligations under this agreement because of circumstances beyond its control, including (but not limited to) natural disaster (“force majeure”), terrorism, Third Party (defined herein Section 7) labor disputes, war, declarations of governments, transportation delays, failure of hardware, equipment, or telecommunications failure. Health Wallet will not be liable for any failure to perform its obligations under this agreement because of your misuse of the Service by you or any other person. this section will be given full effect even in the event that any exclusive remedy provided has failed of its essential purpose. further, in no event will Health Wallet be liable to you or anyone else for any claims, losses, or damages arising out of any use or misuse of any Third Party (defined herein Section 7) technology. The parties acknowledge that the terms of this section reflect the allocation of risk set forth in this agreement and that the parties would not enter into this agreement without these limitations of liability.
19. INDEMNIFICATION
You will indemnify, defend, and hold indemnitees (as defined below) harmless from and against any and all claims and losses arising from or attributable to (1) your provision of medical services and treatment of Users in connection with your use of the Service or otherwise; (2) your breach of any of your representations, warranties, covenants, or other agreements made under this agreement; (3) any claims by or disputes related to your use of the Service ; (4) any content you provide to the Service or otherwise transmit using the Service; and (5) breach of confidentiality related to your use of the Service.
19.1 Procedures.
The Indemnitee will give you written notice of any Claim for which indemnification is sought. However, failure to provide such notice will not relieve you from your liability or obligations under this Agreement, except to the extent you are materially prejudiced as a direct result of such failure. The Indemnitee will cooperate with you at your expense in connection with the defense and settlement of any claim. You may not settle any indemnified Claim in a manner that adversely affects the Indemnitee without its prior written consent. Further, the Indemnitee may participate in the defense of the Claim through counsel of its own choosing at its own cost and expense. If you fail to promptly assume the defense and employ counsel reasonably satisfactory to Indemnitee, or the Indemnitee has been advised by counsel that there exist actual or potential conflicting interests between you or your counsel and such Indemnitee, the Indemnitee may employ separate counsel, in addition to local counsel, to represent or defend such Indemnitee in such action or proceeding, and you agree to pay the fees and disbursements of such separate counsel. To the extent indemnification requires the payment of monies owed, such indemnification will occur as soon as reasonably possible after the determination of monies owed, and payment to the Indemnitee will be made within 30 days of a final determination of monies owed. Your obligations under this Section are in addition to any rights that any Indemnitee may have at common law or otherwise.
19.2 Defined Terms.
“Claim” means each and every claim, request, accusation, allegation, assertion, complaint, petition, demand, suit, action, proceeding, and cause of action of every kind and description. “Indemnitee” means Health Wallet, its affiliates, and its and their respective officers, directors, shareholders, managers, members, agents, employees, representatives, successors, and assigns. “Loss” means each and every liability, loss, damage, and injury (including injury or damage to any property right, and injury, damage, or death to any Person), wound, wrong, hurt, harm, expense, deficiency, diminution in value, obligation, expenditure and disbursement of any kind or nature (including all fees, costs, and expenses of investigation, travel expenses, and value of time expended by personnel), settlement, fine, fee, cost, cost of court, and all expenses of litigation (including reasonable attorneys’ fees) incident to any of the foregoing.
20. RELEASE
In the event that you have a dispute with one or more users of the Service for any reason, you release Health Wallet (and its officers, directors, managers, members, agents, subsidiaries, representatives, and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which provides: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
21. TERM
Unless otherwise terminated by Health Wallet as provided for in this Agreement, this Agreement will remain in effect for so long as Health Wallet licenses the use of the Service to you.
22. TERMINATION
Health Wallet may, in its sole discretion and without prior notice, terminate your access to the Service for violations of this Agreement or other agreements or guidelines, which may be associated with your use of the Service, or if Health Wallet deems it necessary in its sole discretion. Further, Your Organization may terminate, or request that Health Wallet terminate your access to the Service. In any such event, you must destroy all copies of the Service and all of its component parts. Failure to abide by this Agreement is a material breach of this Agreement for which Health Wallet may pursue all rights and remedies it has pursuant to this Agreement, and any other rights and remedies it may have at law or in equity. You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice and will cause irreparable harm to Health Wallet, for which monetary damages would be inadequate, and you consent to Health Wallet obtaining any injunctive or equitable relief that Health Wallet deems necessary or appropriate in such circumstances without the need to post a bond or satisfy any similar requirements. These remedies are in addition to any other remedies Health Wallet may have at law or in equity.
23. GOVERNMENT END USERS
The Service is a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and is provided to the U.S. Government only as a commercial end item. Consistent with FAR 12.212 and DFARS 227.7202, all U.S. Government End Users acquire the Service with only those rights expressly set forth in this Agreement.
24. GENERAL PROVISIONS
24.1 Entire Agreement.
This Agreement, the Privacy Policy, and any other terms of use, or other guidelines (collectively, “Other Terms”) provided by Health Wallet through or in connection with the Service contain the entire understanding of the parties with respect to the subject matter of this Agreement and supersede all previous verbal and written agreements between the parties concerning the subject matter of this Agreement. To the extent that any Other Terms conflict with any provision of this Agreement, this Agreement will control. The Service is the property of Health Wallet. Health Wallet reserves the right to change, add or remove portions of this Agreement or the Service at any time and at its sole discretion. Your continued use of the Service following the posting or delivery to you of any changes means that you accept and agree to such changes.
24.2 Assignment.
This Agreement, and any rights or obligations in this Agreement will not be assigned by you without the prior written consent of Health Wallet. Any attempt to assign or transfer this Agreement other than in accordance with this provision will be null and void. Subject to the foregoing, this Agreement and its terms and provisions inure to the benefit of and are binding upon the parties and their respective successors, heirs, personal representatives, and assigns.
24.3 Governing Law/Waiver of Trial by Jury/Contract survival
You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Mateo County, California, and waive any objection to such jurisdiction or venue. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If for any reason a court of competent jurisdiction finds any provision, or portion of any provision, to be unenforceable, the remainder of this Agreement will continue in full force and effect. Except where prohibited by law, the parties expressly waive trial by jury in any judicial proceeding involving any dispute, controversy, or claim to arise out of or relating to this agreement.
24.4 Notices.
All notices, requests, or consents sent to Health Wallet that are required or permitted under this Agreement must be in writing (including electronic form) and must be delivered to the address designated below in a notice served in a manner congruent with the rules for process of service in the state of California. Each notice, request, consent, or other communication will be given and will be effective: (1) if delivered by hand, when so delivered; (2) if delivered by nationally recognized overnight courier service or sent by United States Express Mail, upon confirmation of delivery; (3) if delivered by certified or registered mail, on the third following day after deposit with the United States Postal Service; or (4) if delivered by facsimile, upon confirmation of successful transmission, and if delivered by email, upon confirmation of receipt by the other party in writing by return email.
Health Wallet LLC
101 Hickey Blvd, Ste A247, South San Francisco, CA, USA 94080
24.5 Severability.
The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions of this Agreement are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes of this Agreement. The parties further agree to replace such void or unenforceable provisions of this Agreement with valid and enforceable provisions that will achieve, to the extent possible, the economic, business, and other purposes of the void or unenforceable provisions.
24.6 Captions.
The headings and captions of this Agreement are inserted for reference convenience and do not define, limit, or describe the scope or intent of this Agreement or any section, paragraph, or provision of this Agreement. Unless otherwise expressly provided, the words “include(s),” “included,” or “including” do not limit the preceding words or terms. Pronouns will refer to the masculine, feminine, neuter, singular, or plural as the context will require.
24.7 Waiver.
The failure or delay of Health Wallet to exercise or enforce any rights or provision of this Agreement does not constitute a waiver of such right or provision.
24.8 Survival.
All provisions which must survive in order to give effect to their meaning will survive any expiration or termination of this Agreement, including without limitation, Sections 2, 15, 16, 17, 18 and 19 and all of your representations, warranties, and indemnification obligations, which will survive any expiration or termination of this Agreement indefinitely.
ADDENDUM A
PRIVACY POLICY
Health Wallet LLC (hereinafter “Health Wallet” and/or ”health wallet”) always makes its best efforts to protect the personal information of its users (hereinafter “user” and/or “member”) as it considers the protection of personal information saved under Health Wallet ™ service (hereinafter ”Service”) is significant. This Privacy Policy, effective from February 1 2020, explains why this service collects information as well as what measures are taken to handle the collection and contents of user data.
1. PERSONAL INFORMATION COLLECTION ITEMS AND COLLECTION MEASURES
Health Wallet collects and saves information to provide a better service to the user.
1.1 Information provided by users.
When joining as a member, personal information may be saved from intake questionnaires of varying length and detail which will be determined by the members choice of engagement in options provided by Health Wallet. The following is a sample of the basic information that may be collected and saved by Health Wallet for member convenience and Service use in record keeping.
-email address, password, name, telephone number, intake question data, demographic information, to help provide you with good service and ensure identity fidelity and security
-medical information, survey responses, health questions, to help our service provide possible clinical trial options for patients
-clinical trial information, inclusion and exclusion criteria, and information from public databases, to help our service provide possible clinical trial options for patients
These examples of information are neither necessarily complete nor required for use of Service. This information will not be used for any marketing purpose, shared with any Third Party (defined as stated in Section 7 of the Terms of Service) unless expressly consented to by you. Further any such information will not be used outside of compliance with HIPAA. All patient information will be held anonymously using a user identification system.
1.2 Information collected during use of service
Device information
A member’s device (mobile/PC), OS type and version, browser type, usage history, IP address, cookies, access token, session ID, country, language, route of entry, program installation, operation of major functions, and basic information of usage quantity are collected. This information is intended to be used to protect your privacy, by authorizing your logins, and ensuring our security protects all users.
Contents information
Files and their content in the user’s Health Wallet folder are collected and stored in accordance with HIPAA compliance, and are intended for the service selected by the user, and will not be used for any other services or users or be provided to any third parties without written or electronic consent.
Payment information
The browser type, usage history, IP address, cookies, country, language, program installation, operation of major functions, and basic information of usage quantity may be collected. Also, transaction information required during the payment process, such as credit card information, billing address, country, currency unit, and other related information, may be collected.
Third party partner account information
If the user allows others to access their own personal information via Google, Facebook, or any other service provider, the service stores such information in the server, so that the user may access the information later. This is governed by the Third Party defined herein Section 7 of the referenced End User License Agreement.
2. OBJECTIVES OF PERSONAL INFORMATION COLLECTION AND LEGAL BASIS
The company processes the user's personal information based on the following legal backgrounds.
2.1 Contract execution
The company can process the necessary personal information for contract execution with the user. Health Wallet may request confirmation of user intention to create a new account.
Health Wallet may use personal information to identify authorized users and to prevent dishonest use by illegal users and unauthorized utilization.
Health Wallet may use personal information to provide a promised service to the users and settle fares if the users purchase or use the charged services. Such information will be held and disseminated in compliance with HIPAA.
Health Wallet may use personal information to confirm that it is the valid user for the partner's service in case that there exists some special issues due to partnerships in a specific device in use or a specific route of access.
3. RETENTION AND USE PERIOD OF PERSONAL INFORMATION
3.1 Health Wallet uses personal information in a limited capacity while providing Service. The personal information will be deleted without delay
3.2 Health Wallet stores personal data in compliance with relevant local, state, and federal United States Laws. Examples of such follow.
The act of consumer protection in electronic commerce
4. PERSONAL INFORMATION DISPOSAL PROCEDURES AND MEASURES
The disposal procedures and measures of personal information are as follows:
4.1 Disposal procedures
A user's personal information is stored for a certain time period due to the information protection goals of Health Wallet according to the internal policy, and/or other laws and then disposed of once the goals are achieved. Information will not be used for any company purposes during this time outside of statutory or contractual requirements.
4.2 Disposal measures
The personal data printed on paper can be disposed of by destruction or incineration and an electrical format of personal data can be deleted by using a technical measure that prevents restoration of data.
5. USER’S RIGHTS
Every user has the following rights (legal guardian for a child below the age of 14)
5.1 Rights to receive information
Health Wallet will notify the user of legal issues and obtain consent before processing the personal information.
5.2 Rights to view and correct
A user can view or correct their personal information through their user portal, or send a support ticket for data that cannot be updated by the user. User access to independently correct and/or delete data on their account is not guaranteed at all times, but will be available through contact with Health Wallet within a reasonable period.
5.3 Rights to delete and revoke consents
A user can delete their personal information in their portal anytime or revoke consent on the personal information collection and use. Until the consent is revoked, all the items processed based on the consent are deemed to be lawful.
A user can use the membership withdrawal menu in their portal to withdraw their membership. Once the membership is withdrawn, the personal information is processed according to ”Retention and Use Period of Personal Information” above.
5.4 Rights to transfer data
A user can request a full download of their own data in their portal and transfer it to any other service provider.
5.5 Rights to object
A user has the right to object against direct marketing (should such ever occur) and can set rejection of marketing email receiving in their portal. Such initiation of direct marketing will require express consent from the user prior to initiation.
6. PROVISION OF PERSONAL INFORMATION TO THIRD PARTIES
6.1 Agreement made by the users in advance
When personal data is provided for a Third Party (defined as referenced in Section 7 of the Terms of Service), by or through Health Wallet, Health Wallet may request explicit and individual agreements after notifying a person who receives personal information, purpose, items, possession, and period of use in advance.
6.2 In case that relevant state and federal laws require Health Wallet compliance with sharing of the requested data Health Wallet warrants and guarantees full protection and defense of user data unless compelled affirmatively by a state or federal court.
7. PRIVACY POLICY CHANGES
To reflect the changes in the service or the laws, Health Wallet can modify its privacy policy. In case of addition, deletion, or modification in the current privacy policy, the company will post the reason and details on the web site as well as notice at login, as necessary.
8. SECURITY
Health Wallet devotes its effort to protect information from illegal access, change, exposure, or deletion for the service users.The password requirements that are mandated to access user data for the service, and sensitive data (credit card information etc.) inputted to pay a charged service will be encrypted by SSL.
Nevertheless, it is not guaranteed that the information sent to others by your choice is completely safe because wired and wireless networks do not provide complete security. Accordingly, information being accessed, exposed, changed, or damaged is possible because physical, technical, or management safety devices may be attacked and destroyed.
9. LANGUAGE VARIANCE
The content of this Privacy Policy may vary per language as countries have different legal requirements. If there is any conflict between the Privacy Policy in different languages, the policy in the language of the country shall prevail, and if such a policy does not exist, the policy in English shall prevail.