Terms of Service

By accessing or otherwise using the platform services and/or the site, you hereby represent and warrant that you are duly authorized to enter into and bind yourself to the terms and conditions of this agreement and acknowledge and agree that all such use by you is subject to such terms and conditions, including that you consent to our Payment Terms and Privacy Policy, which are incorporated herein by reference and each of which may be updated from time to time without notice to you. If you do not agree to these terms or are not authorized to bind yourself, you are not permitted to use the Site or the Platform Services. All other uses of the Site or the Platform Services are prohibited.

Definitions

We define a few words here and throughout this agreement in order to be able to easily reference some basic concepts. These terms and conditions constitute the "Terms of Service”. Privvy, Inc. (which will be referred to as "Privvy", "we", "us", "our"). Our website, privvy.us, will be referred to as the "Site" and all the services offered by us to you will be referred to as the "Platform Services". The providers we connect you with through the Platform Services will be referred to as “Participating Providers”. Any services provided to you by Participating Providers will be referred to as “healthcare” or “healthcare services”, and includes, without limitation, medical or dental services of any kind you may receive from them. Your “Members” or “Household Members” refers to individuals you have added to your account for the consolidated management of your collective use of Platform Services.

About Privvy

Basics of the Platform Services

User Data

Electronic Communication

You authorize Privvy to send you communications that may include protected health information via unencrypted electronic media like email or text. For example, Privvy may email you (the account owner) payment receipts which may contain information about healthcare services received by you or your Household Members..

Payment

You consent and give permission to Privvy to charge your payment method the outstanding balance on your account on behalf of a Participating Provider from whom you have received healthcare services.

We use a third-party payment processor (the "Payment Processor") to bill you through a payment method linked to your Account on the Platform Services (your "Billing Account") for use of healthcare services.

By making use these payment services on the Site you agree to be bound by Stripe's Connected Account Agreement [https://stripe.com/connect/account-terms] and hereby consent and authorize us to delegate the authorizations and share the information you provide to us with our third party service provider to the extent required to provide the Payment Services to you.

When you set up a payment plan with a Participating Provider, you authorize regularly scheduled charges to your default payment method. You will be charged the outstanding balance during each billing period.

If you wish to change your payment method at any point, you will have the opportunity, at any time, to provide a different payment method to Privvy by updating your account.  However, if you fail to notify Privvy prior to the due date, then the payment method available in your account will be charged the outstanding balance accordingly.

In the case of an ACH Transaction being rejected, for Non Sufficient Funds (NSF) or otherwise, I understand that Privvy may at its discretion attempt to process the charge again within 7 days, and agree to an additional charge up to $10.00 for each failed attempt. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of my payment method and will not dispute these scheduled transactions with my bank or credit card, so long as the transactions correspond to the terms indicated in these terms.

Taxes. You are responsible for paying (and all Fees are exclusive of) any taxes, levies, duties or similar governmental assessments of any nature associated with your use of or access to the Platform Services or the payment of Fees under this Agreement (other than taxes on Privvy’s net income). If Privvy has the legal obligation to pay or collect taxes, levies, duties or similar assessments for which you are responsible hereunder, Privvy may add the appropriate amount to amounts charged to and paid by You hereunder.

Fees. Privvy may offer the Platform Services, or certain features or functionality thereof, free of charge. Privvy may also choose at any time to charge one or more fees (“Fees”) for use of the Platform Services or for certain features or functionality thereof, in its sole discretion, by indicating such Fees on the Site or in other applicable documentation or notices.

Termination and modification of Platform Services and Agreement

Disclaimer of Warranties and Member Responsibility

Indemnification

You agree to defend, indemnify, and hold Privvy, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Platform Services, Site, Platform Services Content and User Data; (ii) your violation of the Agreement; (iii) your violation of any applicable laws, rules or regulations in connection with your use of the Platform Services or any Platform Services Content or User Data; (iv) any User Data submitted, posted, uploaded or provided by You; (v) any claim, action or proceeding brought by or for any Users; or (vi) your violation of any third party right, including without limitation any intellectual property, publicity, confidentiality, property or privacy right in connection with your use of the Platform Services or any Platform Services Content or User Data.

Limitation Of Liability

You expressly understand and agree that, to the maximum extent permitted by applicable law, Privvy, and its affiliates, officers, directors, employees, agents and licensors, shall not be liable for any indirect, incidental, special, consequential or exemplary damages, arising out of or in connection with this agreement or your use of the Platform Services, site, Platform Services content, and user data, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Privvy has been advised of the possibility of such damages). In no event will Privvy's (or its affiliates’, officers’, directors’, employees’, agents’ and licensors’) cumulative liability to you exceed ten thousand dollars (us $10,000) in direct damages, except to the extent such limitation is not permitted by applicable law.

Notwithstanding the foregoing, these limitations on liability do not apply to any violation by Privvy of the Health Insurance Portability and Accountability Act of 1996 (as amended) and the regulations promulgated thereunder (HIPAA) for which Privvy shall be solely responsible to the extent such violation is due to the negligence, willful misconduct, or breach of these terms by Privvy.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.

General Information

The Agreement (including any terms and conditions expressly incorporated herein by reference) constitutes the entire agreement between You and Privvy with respect to the subject matter hereof and governs your use of the Platform Services and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between You and Privvy with respect to such subject matter. Without limiting the foregoing, this Agreement supersedes all terms contained in any purchase order, invoice or other ordering document. You will not assign the Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Privvy. Any purported assignment or delegation by You without the appropriate prior written consent of Privvy will be null and void. Privvy may assign the Agreement or any rights hereunder (or delegate any obligations hereunder) without your consent.

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York and shall be binding upon the parties hereto in the United States and worldwide. Each of the parties hereto irrevocably consents and submits any and all controversy or claim arising out of, relating to or in connection with this Agreement, or the breach hereof or thereof ("Demand for Arbitration"), to arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect (collectively, "AAA Rules"). Either party to the arbitration may move to confirm or vacate the Award in a court with jurisdiction in New York. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The section titles in the Agreement are for convenience only and have no legal or contractual effect. The Platform Services may be subject to United States export laws and regulations, and foreign equivalents (which may include restrictions on destinations, end users and end use), and You agree to comply with all such applicable laws and regulations.

Privvy may provide notices to You with respect to this Agreement or the Platform Services by posting such notices to your Platform Services account or by sending them to the e-mail address or other contact address You provide upon sign-up, registration or setting up your account. Any such notices shall be deemed properly and timely given to You hereunder. You consent to the use of: (a) electronic means to complete this Agreement and to provide You with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Platform Services and the Site.

Violations And Comments

Please report any violations of the Agreement or provide any comments or questions, including any technical questions regarding the Platform Services, by emailing us at [email protected] You agree, however, that: (i) by submitting ideas regarding the Platform Services or Site to Privvy or any of its employees or representatives, You automatically grant Privvy a license to any of your intellectual property rights in these ideas; and (ii) ideas regarding the Platform Services or the Site submitted to Privvy or any of its employees or representatives automatically become licensed to Privvy. You hereby grant to Privvy a royalty-free, worldwide, irrevocable, perpetual, sublicensable license to use and incorporate into the Platform Services and the Site any suggestions, enhancement requests, comments, recommendations or other feedback provided by You relating to the Platform Services or Site or the operation or functionality thereof.