FOR ALL URGENT MEDICAL MATTERS, GO TO AN EMERGENCY ROOM OR DIAL 911. RETRACEHEALTH IS NOT A MEDICAL PROVIDER AND DOES NOT PROVIDE MEDICAL SERVICES.
RetraceHealth, Inc., a Delaware corporation (“RetraceHealth,” “we,” “our” or “us”), permits eligible users of this website at the URL www.retracehealth.com (the “Website”) to schedule and receive remote diagnostic health-care services and, when appropriate, to arrange in-home health care services and to receive other, health-care services provided by third party medical providers (the “RTH Online Service”), conditioned on acceptance of these Online Terms of Service.
These Online Terms of Service (“Online Terms of Service”) constitute a legal agreement between you (“you” or “your”) and RetraceHealth.
If you are eligible to be an Authorized User (as defined below) and desire to obtain a license to access and use the RTH Online Service, you will be required to demonstrate your agreement to these Online Terms of Service by reviewing these Online Terms of Service and by indicating your acceptance as part of the registration process. By indicating your acceptance, you acknowledge that you have read, understand and agree to be bound by these Online Terms of Service. If you do not agree to be bound, you should not check the “I Agree” box, and you will not be provided access to the RTH Online Service.
These Online Terms of Service include a disclaimer of warranties, exclusive remedies and a disclaimer of liability, as well as indemnification by you, in Sections 12, 13, 14 and 15. Please review those sections (and all other terms) carefully.
NOTE THAT, RetraceHealth may make changes to the RTH Online Service or these Online Terms of Service at any time. In advance of changes to these Online Terms of Service becoming effective, you will receive notice from RetraceHealth by e-mail, through a posting on this Website or through other reasonable methods. Your continued access to or use of the RTH Online Service after such notice shall be deemed your acceptance of these changes to the RTH Online Service or Online Terms of Service, as applicable.
The RTH Online Service is limited to United States residents in the states where the RTH Online Service is available. By using the RTH Online Service, you represent that you are at least eighteen (18) years old. While using the RTH Online Service, you must provide us with complete and accurate information as prompted by the applicable forms. You agree that all data you supply when using the RTH Online Service is accurate and complete and that you consent to the storage of your data through the RTH Online Service. You warrant that the person clicking on the “I Agree” button is the person whose data is supplied as part of registration hereunder. If we have reasonable grounds to suspect that your data is inaccurate or incomplete, we may refuse any and all current and future use of the RTH Online Service, without prior notice.
As part of the registration process, you may create or be issued a user name, password or other confidential account information. You are entirely responsible for maintaining the confidentiality of your user name, password and/or other confidential account information. You agree to immediately notify us of any known or suspected unauthorized use of your password, user name or account information or any other breach of security. To the maximum extent permitted by applicable law, we will not be liable for any loss that you may incur as a result of someone else using your password, user name or account, either with or without your knowledge, or for any inaccuracies in your, or incomplete, data. However, you could be held liable for losses incurred by us or a third party due to someone else using your account, user name or password.
If you are eligible to use the RTH Online Service, have agreed to these Online Terms of Service and your rights have not been terminated, we will provide you access to the RTH Online Service and you will be an authorized user (“Authorized User”) of the RTH Online Service until termination (as provided herein). You agree to access and use the RTH Online Service, to the extent permitted by the functionality of the Website, solely for your personal, non-commercial use only and, if applicable, solely for use by those minor children for whom you are legally responsible (see Policy on Minors below in Section 7). You understand that your access rights are personal, nonexclusive and nontransferable, that your rights may be terminated by us if you do not abide by these Online Terms of Service and that you may have liability to us and third parties if you misuse the RTH Online Service. By using the RTH Online Service, you agree that RetraceHealth and Medical Provider (as defined below) may use the personal contact information you provided, including your telephone number and e-mail address, to communicate with you via phone calls, text message or e-mails about the RTH Online Service.
RetraceHealth provides the Website as a technology platform that is designed to enable you (a) to schedule remote medical appointments with Medical Providers (as defined below) and to conference with such Medical Providers using remote video technology incorporated into or made available through the Website; (b) if appropriate, to arrange an in-person visit by a Medical Provider at your home or at another location designated by you and (c) to receive other, health-care services that you may request and that the Medical Providers are able and willing to provide. RetraceHealth may modify the Website at any time to add additional functionality, which shall be part of the RTH Online Service. RetraceHealth may also remove functionality from the Website and may terminate the RTH Online Service, in each case at any time and without notice.
RETRACEHEALTH IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, DOES NOT PROVIDE MEDICAL SERVICES AND IS NOT A HEALTH CARE PROVIDER. Medical services are provided by health care professionals engaged and directed by Yellow Coriander, P.S.C. (the “Medical Provider”). RetraceHealth provides a technology platform to connect you to Medical Provider who will provide you with medical services. For the avoidance of doubt, the capitalized words “RTH Online Service” as used in this Agreement refers only to our Website, tools, technology and related content and does not refer to the video, telephonic and in-person consultations and treatment that users receive from Medical Provider.
Information about scheduling and available appointment times for Medical Providers will be made available through the Website. We make no representation or warranty to you that any Medical Provider clinicians will be available at the times you request or that Medical Providers are licensed or qualified to provide the health-care services that you request.
By accessing the RTH Online Services and setting up an appointment with a Medical Provider through the Website, you acknowledge and agree that Medical Provider clinicians may interact with you through video-conferencing, text messages, cell phone calls and e-mail. Further, you acknowledge and agree that if a Medical Provider clinician determines that an in-home visit or a visit to another location is appropriate and you agree that you would like to a Medical Provider clinician make such a visit, Medical Provider clinicians may enter your home, apartment or other location to provide medical services to you. You hereby agree to permit such Medical Provider clinicians to access your home, apartment or other location, and you warrant that you have authority to grant such access.
If you are using the Website for medical services for a minor, you must be the child’s parent or legal guardian and you must be available during the Medical Provider clinician’s visit with the minor (whether conducted via phone, e-mail, video, or in your home). You are responsible for payment for the services provided to the minor, and you are assuming the obligations of these Online Terms of Service as they relate to the minor. If your access to and use of the RTH Online Services is made available under a group health plan offered by your employer, you represent and warrant that the minor child you are assisting is eligible to receive medical services from the Medical Provider clinicians.
You may cancel your appointment with RetraceHealth a minimum of 24 hours advance notice. RetraceHealth reserves the right to charge you a cancellation fee if you cancel your appointment with less than 24 hours advance notice.
There is no charge to you for accessing and using the RTH Online Service. Subject to any cancellation fee described in Section 8, you are charged only when, by using the RTH Online Service, you receive medical services from a Medical Provider clinician. Example pricing for the medical services provided by Medical Provider can be found on the Website. Your pricing may be different from the example pricing. If you access the RTH Online Service in connection with a group benefits plan offered by your employer, your pricing may be different because of the terms set forth in the Employer Services Agreement applicable to you. If you access the RTH Online Service as an individual purchaser of medical services, your pricing may be different because of market conditions, availability of clinicians, your location and other factors. These rates may be modified or updated from time to time. Your specific pricing is available upon request.
RetraceHealth will, on behalf of Medical Provider, charge you or invoice you for the medical services provided to you by Medical Provider or by third-party vendors (for example, labs). You agree that you will pay for all medical services and other health-care services you receive from Medical Provider or a third-party vendor engaged by Medical Provider on your behalf (each, a “Transaction”).
If permitted by the functionality of the Website and if you are eligible to do so, RetraceHealth may charge your health savings account (HSA) or credit card account, as provided by you when completing the Transaction, for the Transaction, including any applicable taxes.
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such payment information, you grant to RetraceHealth the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
If you are a beneficiary of an insurance plan that contracts with Medical Provider as an in-network provider, and your insurance coverage has previously been verified by RetraceHealth, RetraceHealth will bill your insurance plan for the portion of the fee for which it is responsible. You will still be responsible for any applicable copayments or deductibles, and your credit card will be charged accordingly. You may incur additional charges by using your credit card.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR PAYMENT FOR MEDICAL SERVICES MADE AVAILABLE THROUGH THE RTH ONLINE SERVICE COMPLIES WITH APPLICABLE LAW. RETRACEHEALTH DOES NOT WARRANT THAT YOU MAY USE FUNDS IN YOUR HSA TO PAY FOR MEDICAL SERVICES RECEIVED THROUGH THE RTH ONLINE SERVICE. RETRACEHEALTH DOES NOT PROVIDE LEGAL ADVICE.
We reserve all rights in the RTH Online Service not granted in these Online Terms of Service. Without limiting the foregoing, by using the RTH Online Service you agree not to:
- • translate, modify or create derivative works of the RTH Online Service;
- • upload, download, recreate, display, perform, post, reproduce or copy the RTH Online Service, except to the extent permitted herein;
- • disclose, publish, distribute, sell, assign, lease, sublicense, market or transfer the RTH Online Service;
- • attempt to derive the source code, source files or structure of the software contained in the RTH Online Service by reverse engineering, disassembly, decompilation or any other means;
- • use the RTH Online Service to create a service bureau or for any other use involving processing of data for other persons or entities;
- • use the RTH Online Service except in accordance with all applicable law;
- • introduce into the RTH Online Service any “malware,” such as, but not limited to, viruses, worms, and Trojan Horses;
- • use deep-links, page or screen scrapes, web crawlers, web robots, spiders, wanderers, web scutters, ants, automatic indexers, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things in connection with the RTH Online Service, or use other automated processes to access or use the RTH Online Service;
- • attempt to access the accounts of any user of the RTH Online Service other than your own account;
- • impersonate any other person;
- • represent that a person is eligible to receive medical services under a group health plan when you know or should know that he or she is not eligible to receive those services;
- • post, transmit or link from any unlawful, infringing, misleading, deceptive, threatening, libelous, defamatory, plagiarized, fraudulent, harassing, obscene, discriminatory, inflammatory, pornographic or profane material, spam or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate applicable law;
- • use the RTH Online Service in any manner that could damage, disable, undermine, overburden or impair the RTH Online Service or the servers on which it runs or interfere with any other party’s use of the RTH Online Service;
- • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the RTH Online Service; or
- • use any of the logos, trademarks, service marks or other indicators of origin appearing on the RTH Online Service.
You acknowledge and agree that RetraceHealth and its licensors retain all right, title and interest in and to the the RTH Online Service (including, for purposes of clarity, the RetraceHealth technology platform and any tools and/or proprietary content made available through the RTH Online Service and all modifications and improvements to the RTH Online Service) and that you do not receive any ownership rights or license rights, except as expressly set forth herein, by accessing or using the RTH Online Service or consenting to these Online Terms of Service. All trademarks, service marks and trade names are owned by RetraceHealth or other respective owners. The entire content of the RTH Online Service and the Website, including but not limited to text, design, software, photography, video, graphics, music, sound, information and the selection, coordination, arrangement, and enhancement thereof, is protected under the copyright laws of the United States, international treaties and other intellectual property laws (including without limitation the copyright in the selection, coordination, arrangement and enhancement of all content). If you provide any suggestions, ideas, feedback or other recommendations to RetraceHealth relating to the RTH Online Service (collectively, “Feedback”), you agree that such Feedback will be solely owned by RetraceHealth, without any obligation to make any payments or otherwise compensate you for such Feedback.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RTH ONLINE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND RETRACEHEALTH AND ITS LICENSORS AND VENDORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE RTH ONLINE SERVICE IS SOLELY AT YOUR OWN RISK. FURTHERMORE, RETRACEHEALTH AND ITS LICENSORS AND VENDORS DO NOT WARRANT THAT THE RTH ONLINE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DATA PRESENTED THROUGH THE RTH ONLINE SERVICE IS ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RTH ONLINE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE RTH ONLINE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Except as set forth in Section 14, if you are dissatisfied with the RTH Online Service (including without limitation these Online Terms of Service), your sole and exclusive remedy is to discontinue using the RTH Online Service.
NOTWITHSTANDING ANYTHING ELSE IN THESE ONLINE TERMS OF SERVICE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RETRACEHEALTH AND ITS AGENTS, REPRESENTATIVES AND VENDORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY (INCLUDING ANY MINOR CHILD) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR COSTS OF LOST OR DAMAGED DATA), RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE RTH ONLINE SERVICE OR ANY SUBJECT MATTER OF THESE ONLINE TERMS OF SERVICE, EVEN IF RETRACEHEALTH HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES UNDER ANY THEORY OF LIABILITY. IN NO EVENT WILL RETRACEHEALTH HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY (INCLUDING ANY MINOR CHILD) ARISING FROM YOUR USE OF THE RTH ONLINE SERVICE WHICH IN THE AGGREGATE IS MORE THAN THE TOTAL FEES PAID BY YOU (OR, IN THE CASE OF A MINOR CHILD, PAID ON BEHALF OF THE MINOR CHILD) FOR MEDICAL SERVICES OBTAINED FROM MEDICAL PROVIDER THROUGH THE USE OF THE RTH ONLINE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE WHEN SUCH CLAIM FIRST ACCRUED.
You agree to indemnify us, our licensors, vendors, insurers, agents and commercial partners and our respective officers, directors, employees and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that arise from (a) your breach or violation of these Online Terms of Service, (b) your misuse of the RTH Online Service or the misuse of the RTH Online Service by any person using your user name, password or account information, (c) content, data or other information that you provide through the RTH Online Service, and/or (d) your violation of applicable law or the rights of any third party.
Subject to applicable law, RetraceHealth reserves the right to terminate, suspend or deny, in its sole discretion, your access to all or any portion of the RTH Online Service (a) if you fail to comply with these Online Terms of Service, (b) if RetraceHealth has reason to believe that you have breached or are likely to breach Sections 2, 3 or 10 of these Online Terms of Service, (c) if you fail to make payments due to Medical Provider when due, (d) if you cease to be eligible to participate under an employer-sponsored plan and RetraceHealth is unable to accommodate you as a private fee-for-service patient or (d) for convenience, upon reasonable advance notice to you (which notice may be made through a posting on the Website). The following terms shall survive any termination of these Online Terms of Service: Sections 1, 3, 9, 11, 12, 13, 14, 15, 16, 17 and 18.
RetraceHealth is located in the United States, and your data is stored in a database hosted by a third party in the United States. RetraceHealth makes no representation that the RTH Online Service is appropriate, may be downloaded, or is available for use outside the United States. Access to the RTH Online Service where the content or access or use of the RTH Online Service is illegal is prohibited. Those who choose to access and use the RTH Online Service from outside the United States do so at their own initiative, at their own risk, and are responsible for compliance with applicable local laws and U.S. export and other applicable laws.
The laws of the State of Minnesota will govern these Online Terms of Service, without reference to its conflicts of law principles, except that the federal law of the United States shall apply to questions regarding the validity, infringement or enforceability of U.S. federal patent, copyright and trademark rights relating in any way to these Online Terms of Service, or the RTH Online Service. English is the only language applicable to these Online Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree to submit to the exclusive jurisdiction of, and waive any venue objections and defenses of lack of personal jurisdiction against, the State and Federal courts located in the State of Minnesota. Process may be served on you in the manner authorized by applicable law or court rule.