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Healia

Terms and conditions

Last Modified: July 12, 2023

These Terms of Service (this "Agreement") is a binding contract between you ("User," "you," or "your") and Healia, Inc., a Delaware corporation ("Provider," "we," or "us"). This Agreement governs your access to and use of the Company Website and the Services pursuant to and subject to a Master Services Agreement (the "Master Agreement") between Licensor and you or your spouse or partner's User employer (the "Employer").

THIS AGREEMENT TAKES EFFECT BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCESSING THE COMPANY WEBSITE OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE COMPANY WEBSITE OR USE THE SERVICES.

  1. Definitions.
    1. "Anonymized Data" means data that Provider receives from User by way of performing the Services pursuant to this Agreement that Provider later aggregates and anonymizes, including, but not limited to, data points such as health insurance plans offered to the User and health insurance plan elections made by User.
    2. "User Data" means, other than Anonymized Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User through the Company Website or the use of the Services.
    3. "Company Website" means the information and Services available at https://healiahealth.com
    4. "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to User either electronically, in hard copy form or otherwise available on the Company Website.
    5. "Privacy Policy" means the Company's policy available on the Company's Website at https://healiahealth.com.
    6. "Provider IP" means the Services, the Documentation, and all intellectual property provided to User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Anonymized Data and any information, data, or other content derived from Provider's monitoring of User's access to or use of the Services but does not include User Data.
    7. "Services" means the fee-based services offered by Provider pursuant to this Agreement and the Master Agreement.
    8. "Term" means the period of time through which Employer has paid all Fees due Provider for access to the Services unless terminated earlier pursuant to Section 10(a).
    9. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
  2. Access and Use of the Services.
    1. Provision of Access. Subject to and conditioned on your compliance with all other terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term in accordance with the terms and conditions herein. Provider shall provide you the necessary passwords and access credentials to allow you to access the Services.
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for your use of the Services.
    3. Use Restrictions. You shall not use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vi) bypass or breach any security device or protection used by the Services or access or use the Service other than by use of your then valid access credentials; (vii) input, upload, transmit or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (viii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, our systems or our provision of services to any third party, in whole or in part; or (ix) access or use the Service or Documentation for purposes of competitive analysis of the Service or Documentation, the development, provision or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage.
    4. Anonymized Data. Notwithstanding anything to the contrary in this Agreement, Provider may monitor your use of the Services and collect and compile Anonymized Data. All right, title, and interest in Anonymized Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Client acknowledges that Provider may compile Anonymized Data based on Client Data input into the Services. Client agrees that Provider may and use and make Anonymized Data publicly available in compliance with applicable law and our Privacy Policy.
    5. Reservation of Rights. Provider reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
    6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other User or vendor of Provider; (C) User is using the Provider IP for fraudulent or illegal activities; (; or (E) Provider's provision of the Services to User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable User to access the Services; or (iii) the Master Agreement is terminated ("Service Suspension"). Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that User may incur as a result of a Service Suspension.
  3. User Responsibilities.
    1. Acceptable Use. You will comply with all terms and conditions of this Agreement including Section 2(c), all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Company's Website from time to time.
    2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
    3. User Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Provider to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.
    4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
    5. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
  4. Accuracy of recommendation. User understands and acknowledges that as part of providing the Services, Healia relies on the accuracy of certain information provided by the User. Furthermore, certain information upon which Healia relies is variable and inherently contains a possibility for error. User understands and acknowledges this variability and uncertainty may affect the Services Healia provides to User.
  5. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available consistent with industry standards.
  6. Privacy Policy. Provider complies with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
  7. Intellectual Property Ownership; Feedback. Provider shall own all right, title, and interest, including all intellectual property rights, in and to the Services and Anonymized Data. If you or any of your Authorized Users, employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users, employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
  8. Company's Limited Warranty and Warranty Disclaimer.
    1. THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
    2. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.
  9. Termination. This Agreement shall terminate upon the termination of the Master Agreement or a Service Suspension. Upon termination of this Agreement, You shall immediately discontinue use of the Services and all Provider IP.
  10. Survival. This Section 9, Sections 1, 2(c), 2(d), 2(e), 3(c), 6, 7, 8, 10, 11, and 12, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
  11. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through email notifications or posts on the Company's Website. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
  12. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  13. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available on the Company's Website and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
  14. Payment processing service agreement. Payment processing services for Users with a Total Care Option account are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Users with a Total Care Option account, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of a Total Care Option account enabling payment processing services through Stripe, you agree to provide Provider accurate and complete information about you and your business, and you authorize Provider to share it and transaction information related to your use of the payment processing services provided by Stripe.