Obeo Health Terms of Use

Welcome

Welcome to Obeo Health, a tool that enables employers and employees to make better healthcare decisions and save on healthcare costs. This agreement sets forth the Terms of Use that apply to your access and use of web services offered by Obeo Health Inc. a Delaware corporation and apply to all text, graphics, images, information or other material available through Obeo Health. The Terms of Use constitute a legal agreement between you and Obeo Health Inc, please take a minute to make sure you understand them and our Privacy Policy located at http://www.obeohealth.com/privacy.

Privacy Policy

These Terms of Use expressly incorporate the provisions of our Privacy Policy which can be found at www.obeohealth.com/privacy. Our Privacy Policy discloses our practices regarding the collection and use of your personal information.

Eligibility

By using Obeo Health you acknowledge that you are at least 18 years of age and agree that you have read our Terms of Use and Privacy Policy and will be bound by the provisions outlined in this document.

Modifications

We reserve the right to update or change these Terms of Use at any time and for any reason. However, if we make material changes, we will notify users by either sending an email, posting a notice on the site or similar means. By continuing to access or use the service after we have posted an update to the Terms of Use you are indicating that you agree to be bound by the new terms. If updated terms are not acceptable to you, do not continue using this Service.

Account registration

You are required to provide accurate, current and complete information. Obeo Health has the right to terminate your account and refuse any and all current or future use of the Service if any information you provided is untrue, inaccurate or incomplete.

De-activate account

If you accept these Terms of Use and register for Obeo, but later decide that you want to deactivate your account, please contact Customer Support at 1 (650) 689-5026 and customer support will verify your identity and complete your request.

Not advice / rely at your own risk

The contents of the Obeo Health web service is not a substitute for professional legal, medical, healthcare, tax or financial advice. The Service is intended only to assist you in the organization of and decision-making relating to your healthcare coverage and payment options and is broad in scope. Your personal situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Always promptly seek the advice from your healthcare provider, health plan, advisor, broker or others who are fully aware of your individual circumstances.

Responsibility for plan selection rests with you. Obeo will provide assistance to help you understand your healthcare coverage and payment options. Statements, interpretations, advice or opinions by Obeo regarding healthcare coverage and/or payment options are solely provided to assist you with your decision making and are based on Obeo’s understanding of information available to Obeo regarding your plan (which may or may not be complete and/or current) and information provided to Obeo by you. Information and interactive calculators available through the Obeo Health web service are self-help tools for your independent use and do not provide medical, healthcare, insurance plan, tax or financial advice. Our guidance for HSA and FSA funds is based purely on medical and RX claims. Vision and dental care is not included and the users must include their estimates for those care paths separately.

Obeo produces estimates based on regional cost averages and based on typical care packages. Individual care can vary dramatically and so can the fees of each providers, the actual numbers can be very different. Our estimates for electives do not include follow up care which also can vary dramatically depending upon each individual situation.

Formulary status and procedure costs can change from time to time, you must confirm the formulary status of your prescriptions with your pharmacy. Providers go in and out of network often. The provider in-network status is based on a snapshot of provider directories at that point in time. Please check the status of your providers often.

Any drug information is not a substitute for the expertise and judgment of your healthcare professional. The information is not intended to cover all possible uses, directions, precautions, drug interactions or adverse effects, nor should it be construed to indicate the use of a particular drug is safe, appropriate or effective for you. You should consult your healthcare professional before taking any drug, changing your diet or commencing or discontinuing any course of treatment.

Educational Resources: Obeo may make available self-care informational services which provide general medical and health information. These communications and resources are for general educational and informational purposes only, and should not be relied upon as a substitute for patient-specific medical diagnosis and treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Obeo. Such information is not a substitute for seeing an appropriate healthcare professional for medical treatment. Obeo makes no warranty as to the content of these materials or the information contained therein.

Rights you grant to us

You may permit Obeo to retrieve your or your minor dependents information maintained online by third party administrators of your health plans or other third parties with which you engage in healthcare transactions (“Account Information”). We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites. Obeo cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Obeo cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Obeo may use and store the content, but only to provide the Service. By using the Service, you expressly authorize Obeo to access your Account Information maintained by identified third parties, on your behalf as your agent.

Agent

By agreeing to these Terms of Use, you hereby appoint Obeo as your agent and designee for purposes of exercising your right to access your protected health information (“PHI”) in accordance with the Health Insurance Portability and Accountability Act and regulations issued thereunder (collectively, “HIPAA”). Obeo will act as your agent for the sole purpose of obtaining PHI contained in your designated record set (as that term is defined under HIPAA) to provide the Service. You agree that Obeo, as your agent, shall request that your PHI be provided in electronic format with the data fields and frequency that Obeo deems necessary to provide the Service. Your appointment of Obeo as your agent pursuant to this paragraph shall continue until you terminate the Service.

User Reviews

With respect to any user review that you choose to submit to the Service, you grant Obeo a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, delete, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform information contained in such a user review for any purpose whatsoever throughout the world in any media, now known or hereafter devised. In addition, you further agree that Obeo retains the absolute right and sole discretion to publish, post, display, remove, screen, edit, or reinstate your review without notice to you.

Feedback

Obeo welcomes and encourages you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at feedback@obeohealth.com or through the “Feedback” section of the Site. Any feedback you provide will become the confidential and proprietary information of Obeo, and you agree that Obeo may use in any manner and without limitation all comments, suggestions, complaints, reviews and other feedback you provide relating to the Service. This includes, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Obeo’s request and expense, you will execute documents and take such further acts as Obeo may reasonably request to assist Obeo to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

DISCLAIMERS

THE SITE, SERVICES AND CONTENT ARE PROVIDED BY OBEO (AND ITS LICENSORS AND SUPPLIERS) “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OUR ALGORITHMS ARE IN A “BETA” STATE AND MAY NOT FULLY PREDICT YOUR FUTURE ACTIVITY. OBEO MAKES NO WARRANTY THAT THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. OBEO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR CONTENT OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ANY INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OBEO OR THROUGH THE SITE, SERVICES OR CONTENT, IS NOT INTENDED TO PROVIDE LEGAL, HEALTH OR FINANCIAL ADVICE AND WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION STORED ON OR ACCESSIBLE VIA THE SITE AND SERVICE IS STORED AND ACCESSIBLE AT YOUR OWN DISCRETION AND RISK AND THAT OBEO WILL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO THE HEALTHCARE AND FINANCIAL INFORMATION OR ACCESS INFORMATION AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Third party

The Site may contain links to third party offerings or resources. You acknowledge and agree that Obeo is not responsible or liable for: (i) the availability or accuracy of third party offerings or resources or advertisements; or (ii) the content, products, or services on or available from such offerings or resources or advertisements. Links to such offerings or resources do not imply any endorsement by Obeo of such offerings or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such offerings or services.

Limitation of liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. IN NO EVENT SHALL OBEO, NOR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (i) ACTUAL FEES PAID BY YOU, OR (ii) $2,000. IN NO EVENT SHALL OBEO OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT OBEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT IS OBEO LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY’S ACTS OR OMISSIONS.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold Obeo, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

Ownership / intellectual property

The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. This includes all text, art, graphics, logos, button icons, images, pictures, audio and video clips and software. Obeo and its licensors exclusively own all rights, title and interest in the Site, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Content.

Content license

Subject to your compliance with the terms and conditions of these Terms of Use, Obeo grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view and print any Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Obeo or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

Governing law

These Terms of Use are governed by California law for all purposes, including website use and product purchases, without giving effect to any principles of conflicts of laws. You hereby consent to the jurisdiction and venue of the courts in California.

International law

Obeo is based in the State of California in the United States of America. Obeo makes no claims that the Content of the Service is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Third party rights

The indemnification provisions set forth above are for the benefit of Obeo, its Affiliates, its customers, and its third party providers of data, software and content. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

General Prohibitions

You agree not to do any of the following:

Post, publish, submit or transmit any text, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;

Use, display, mirror or frame the Site, or any individual element within the Site, Obeo’s name, any Obeo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Obeo’s express written consent; Access, tamper with, or use non-public areas of the Site, Obeo’s computer systems, or the technical delivery systems of Obeo’s providers; Attempt to probe, scan, or test the vulnerability of any Obeo system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Obeo or any of Obeo’s providers or any other third party (including another user) to protect the Site, Services or Content; Attempt to access or search the Site, Services or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Obeo or other generally available third party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing an Obeo trademark, logo URL or product name without Obeo’s express written consent; Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing. Obeo will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Obeo may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Obeo has no obligation to monitor your access to or use of the Site, Services or Content, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Obeo reserves the right, at any time and without prior notice, to remove or disable access to any Content, including any Member Content, that Obeo, at its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Site or Services.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Obeo’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Obeo may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Dispute resolution

You and Obeo agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Services or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Obeo are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Obeo otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Entire agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Obeo and you regarding the Site, Services and Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Obeo and you regarding the Site, Services and Content.

General

Our failure to exercise or enforce any right or provision does not constitute a waiver of such right or provision. No waiver of any provision shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. Questions or comments regarding this Site should be directed by email to support@obeohealth.com or via U.S. mail to Obeo Health, Inc. at 856 Mitten Road, Burlingame, CA 94010.

Effective Date: October 1, 2014