Brightside Health Terms of Use

February 1, 2018

YOU UNDERSTAND THAT BY USING THE BRIGHTSIDE PRODUCT YOU ARE AGREEING TO THESE TERMS OF USE AND THAT SUCH ON-GOING ACTIONS IN USING THE SITE CONSTITUTE A LEGAL SIGNATURE AND ON-GOING AGREEMENT TO THESE TERMS OF USE (IN WHATEVER FORM).

IF YOU HAVE A MEDICAL EMERGENCY,

IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911

THE SERVICE MIGHT NOT BE APPROPRIATE

FOR ALL MEDICAL CONDITIONS OR CONCERNS

THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN

Your access to and use of the Service is subject to these Terms of Use as well as all applicable laws and regulations. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use the Service or any information or Content provided through the Service, as defined in these Terms of use. The Service is continually under development, and Brightside Health reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. Any changes to these Terms of Use are effective upon posting to the Site. Unless otherwise indicated, any new Content added to the Service is also subject to these Terms of Use upon posting to the Site. If you disagree with these Terms of Use, your sole remedy is to discontinue your use of the Service. Your continued use after a change has been posted constitutes your acceptance of the changes.

THIS SERVICE ENABLES COORDINATION

AND COMMUNICATION WITH A HEALTH CARE PROVIDER.

IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN.

1.USE OF THE APP.

Brightside Health, Inc. ("we ", "us", or "our "), operates this Brightside Health software application (the "App”). Through the App we offer an online telehealth service (the "Service ") that lets people in select states (“States Where We Operate”) access and understand information about health and wellness related to Depression (“Content”), development, gathering, and maintaining of healthcare information and records for use in provider communications and appointments, administrative and technical support in connecting with healthcare providers through affiliated entities for communication, consultation, assessments, and treatment by such healthcare providers, and ongoing monitoring of symptoms and treatment at the request of said healthcare providers. Health care providers providing Services through the Site are licensed to practice in the states in which they treat patients and are third-party beneficiaries of this Agreement. Brightside Health, Inc. does not provide any medical services.

SPECIAL CONSENT TO TELEHEALTH SERVICES

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or patient education, and may include, but is not limited to:

  • Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
  • Interactions between a patient and health care provider via audio, video, and/or data communications; and
  • Use of output data from medical devices, sound, and video files.

The electronic systems used in the Brightside Health Service will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

Please see our Consent to Telehealth available on the Site and at brightside.com for a description of the risks and benefits of telemedicine. The Consent to Telehealth is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

PRIVACY POLICY

Brightside Health understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy available on the Site and at brightside.com for a description of how we may collect and use your personal information. The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

YOUR RELATIONSHIP WITH BRIGHTSIDE HEALTH

Brightside Health provides a platform for you to consult with a health care provider with an affiliated professional entity and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Service are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both rests with you and the health care provider. You understand that by coordinating and in certain cases consulting with a Brightside Health affiliate health care provider through the Service, you are not entering into a provider-patient relationship with Brightside Health.

By accepting the Terms of Use, you understand that a health care provider may send you messages, reports, and emails via the Service regarding the treatment of your condition or in response to your inquiry. It is your responsibility to monitor these messages, reports, and emails. You agree that you will not hold us liable for any loss, injury, or claims of any kind resulting from your failure to read these messages or for your failure to comply with any treatment recommendations contained in these messages.

CONSULTATIVE SERVICE

In some cases, an affiliated health care provider may use the Service to provide advice or treatment to you. A health care provider consulting with you through the Service may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that would affect his or her opinion of your diagnosis. To reduce the risk to you of this limitation, Brightside Health strongly encourages you to provide all relevant information and discuss all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing Brightside Health may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) the diagnosis you will receive is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a health care provider acting through the Service may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the health care provider’s ability to diagnose your condition, disease or injury.

2. GEOGRAPHICAL RESTRICTIONS AND AVAILABILITY

You may only use the App from an internet connected device located in one of the States Where We Operate. Brightside Health makes no representation that the App is appropriate or available for use in locations outside the States Where We Operate.

The Brightside Health Service is available in the following States Where We Operate: California.

3. APP CONTENT.

You should not consider content on the App to be medical advice. Only recommendations from a prescribing doctor should be considered medical advice.

4. USER ACCOUNTS.

When you register on the App, you need to create an account ("Account ") by entering your name, email address, password, and certain other information we collect. You may not transfer or share your Account password with anyone, or create more than one Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. You are responsible for changing your password promptly if you think it has been compromised. To change your password go into 'Dashboard' within the App or contact info@brightside.com. We reserve the right to take any and all action, as it deems necessary or reasonable, regarding the security of the App and your Account. You may not use anyone else's account at any time.

5. ACCESS RIGHTS.

We hereby grant to you a limited, non-exclusive, nontransferable right to access the App from an internet connected device located in one of the States Where We Operate and to use the Service solely for your personal non-commercial use and only as permitted under these Terms of Use, Consent to Telehealth, and the Privacy Policy. We reserve the right, in our sole discretion, to deny or suspend use of the App to anyone for any reason. You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the App to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the App; (d) distribute viruses or other harmful computer code through the App or (e) otherwise use the App in any manner that exceeds the scope of use granted above .

6. OWNERSHIP.

The App and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned or used under license by Brightside Health and are protected by United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the App for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our App except as generally and ordinarily permitted through the App according to these Terms of Use. You must not access or use for any commercial purposes any part of the App.

7. TRADEMARKS. Certain names, logos, and other materials displayed on the App may constitute trademarks, trade names, service marks or logos ("Marks ") of Brightside Health or other entities. You are not authorized to use any such Marks without the express written permission of Brightside Health. Ownership of all such Marks and the goodwill associated therewith remains with us.

8. TERMINATION. Brightside Health may suspend or terminate your use of the App for any reason at any time. Subject to applicable law, Brightside Health reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the App pursuant to its internal record retention and/or content destruction policies . After such termination, Brightside Health will have no further obligation to provide the Service, except to the extent we are obligated to provide you access to your health records or we are required to provide you with continuing care under our applicable legal, ethical and professional obligations to you.

9. RIGHT TO MODIFY.

We may at our sole discretion change, add, or delete portions of these Terms of Use at any time on a going-forward basis. Continued use of the App following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use, inclusive of such changes.

10. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. WE PROVIDE THE APP ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRIGHTSIDE HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON.INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, AND SYSTEM INTEGRATION.

11. LIMITATION OF LIABILITY.

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BRIGHTSIDE HEALTH OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OF THE APP, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

12. INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless Brightside Health, its affiliates, subsidiaries, and its directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of the Service, your fraud, violation of law, or willful misconduct, and any breach by you of these Terms of Use.

13. MISCELLANEOUS.

These Terms of Use and your use of the App shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in San Francisco, California under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security. The parties agree to the personal and subject matter jurisdiction and venue of the courts located in San Francisco, California, for any action related to these Terms of Use.

All parts of these Terms of Use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

No waiver by Brightside Health of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Brightside Health to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

You understand that by using the App you are agreeing to these Terms of Use and that such action constitutes a legal signature. No waiver by Brightside Health of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Brightside Health to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Brightside Health and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Brightside Health is transferred to another entity by way of merger, sale of its assets or otherwise.

The Digital Millennium Copyright Act of 1998 (the "DMCA ") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the App infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counternotice. Notices and counter-notices the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the App infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counternotice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Website, currently located at http://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Brightside Health, Inc. 44 Montgomery St. 3rd Floor, San Francisco, CA 94104.