Terms of Service
Last Updated August 20, 2015
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
These Terms of Service (the "Terms") govern your use of the software Application entitled "Orderly" (the "App") and your use of the website available at OrderlyHealth.com (the "Site"). The App and Site are provided by Orderly Health, Inc. ("we", "us", or "Orderly").
For ease of reference, we may also use the term "Services" to refer collectively to full suite of functions provided by the App, the Site, and our hosted system and servers.
In addition, we also enter into additional agreements with accountable care organizations, medical groups, insurance carriers, hospitals, employer medical plans, healthcare providers, or healthcare clearinghouses ("Medical Service Providers") that provide medical services to you in order to be able to collect and use information and provide you with the Services. In order to do this in compliance with applicable law, we may need to collect specific consents from you that are in addition to these Terms, and any such consents shall be governed by these terms.. Provided you agree to these Terms and complete the necessary consents, Orderly grants you a license to use the Services for your own personal use in connection with integrating specific spending and expense information ("Expense Data") from your Medical Service Providers and certain payment information ("Payment Data") from various third party electronic payment services ("Payment Processors") and manage and organize your healthcare expenses.
PLEASE REVIEW THESE TERMS BEFORE USING THE APP, SITE, OR SERVICES, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APP, SITE, OR SERVICES. BY USING THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS.
We may amend these Terms at any time by posting the amended terms on the Site. All amended terms will be automatically effective without further notice upon posting. Your continued use of the Service shall constitute your consent to the then current version of these Terms. However, any changes to these terms that materially change your consent may require that complete a new consent in order to keep using the full functionality of the Services. In such event, we will inform you via email of such change and reserve the right to restrict your access to the Services until we receive the necessary consent.
Registration and Payment. To use the Service, you will first need to create an account ("Account"). You may do so by creating an Account using the App or the Site. Persons under 18 years old ("Minors") are not permitted to register for an account unless you are the parent or legal permission creating an account to track expenses for such Minor. Except for parents or legal guardians managing Accounts for the applicable Minor, you may never use another person’s Account without permission. If we have any reason to believe that you are not over 13 years of age, we reserve the right to require you to prove that your parent or legal guardian has provided consent to create the Account. Currently individual consumers may use the Service without charge, although Orderly may change that at any time upon notice. Use of the Service by an enterprise or business shall be subject to additional fees and terms as set forth by Orderly.
Consent to Access your data. In order to use the Service to manage your Expense Data, Orderly needs to contact your Medical Service Providers and request the release of your Expense Data. You may be required to complete a consent during registration. In the event that you do not complete a consent during registration, you agree that Orderly shall not be able to provide you with access to Expense Data or use of the full function of the Services until you complete a consent. You may complete a consent, or update your current consent at any time emailing email@example.com. You agree to indemnify, defend, release, and hold harmless Orderly from any changes to your consent or claims by any third party arising in connection with your Expense Data or other information provided by or on behalf of you or Orderly’s possession and use thereof in accordance with these Terms. Some Medical Service Providers may provide us with other information (that is not Expense Data or Payment Data) related to your coverage and/or account with them, which may include all or a portion of your medical record ("Medical Data"). If your Medical Service Provider provides us with any non-Expense Data or non-Payment Medical Data, Orderly shall use reasonable efforts to promptly delete such Medical Data.
Ownership. Except for your Expense Data and Payment Data, or unless otherwise noted, the Services, App, Site and all text, content and documents on the App, Site, or Service, including any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in and used to operate the App, Site, or Service, and the organization, compilation, and look and feel of the App, Site, or Service, and all intellectual property rights related thereto (the "Content") are, as between you and us, owned by Orderly or used with permission or under license from a third party, such as your Medical Provider or Payment Processor (each an "Owner"), and are protected under copyright, trademark and other intellectual property and proprietary rights laws. All right, title and interest in and to the Content will at all times remain with Orderly or the applicable Owner. All brand names, product names, titles, slogans, logos, or service names and other marks used on the App, are registered and/or common law trade names, trademarks or service marks of Orderly or the applicable Owner.
License and Restrictions. Subject to the terms and conditions of these Terms, Orderly grants you a personal, non-sublicenseable, revocable, limited, non-transferable license to use the Services to manage your own personal Expense Data and Payment Data for your non-commercial purposes only. Any rights not expressly granted herein are reserved. Orderly has no obligation to provide any support or maintenance with respect to the App or Services. You are permitted to use the Services and the Content for lawful purposes as provided in these Terms only. You shall not: copy, retransmit, modify, disseminate, sell, exploit, display, perform, reuse, re-post, broadcast, circulate, or otherwise distribute any part of the Services or Content; use the Service or Content to conduct or promote any illegal activities; attempt to reverse engineer or jeopardize the correct functioning of the App, Site, or any portion of the Service, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the App or Service; attempt to gain access to secured portions of the Service to which you do not possess access rights; upload or transmit any form of virus, worm, Trojan horse, or other malicious code; use any high volume automatic, electronic or manual process to access, search or harvest information from the Service (including without limitation robots, spiders or scripts); impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content.
Orderly reserves all other rights. Except as expressly provided herein, nothing on the App shall be construed as conferring any license under Orderly’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Orderly may suspend or revoke any of the foregoing rights and/or your access to the Service, or any part thereof, including the blocking of your IP Address, at any time without prior notice.
No Archive. The Service stores your account information as well as Expense Data, and Payment Data and other data or information you upload to the service. However, the Service is not intended to function as an archive and you should always maintain independent backup copies of your Expense Data, Payment Data and other data or information Orderly shall have no liability to you or any other person for loss, damage, or destruction to your information, including any Expense Data, Payment Data.
Disputes; Release. Orderly expressly disclaims any liability or claims that may arise between users of our Services. You are solely responsible for your interactions with any Medical Service Provider or Payment Processor and any disputes that arise from interactions with any of the foregoing. Because Orderly is not responsible for the interaction between you and Medical Service Providers or Payment Processors, you hereby release Orderly (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with any dispute with any Medical Service Provider or Payment Processor. If you are a California resident, in connection with the above release, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Disclaimers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE, INCLUDING THE APP AND the SITE, IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING THE APP AND THE SITE, AND ANY content or information PROVIDED BY THE SERVICE, INCLUDING THE APP AND THE SITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ORDERLY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, INCLUDING THE APP AND THE SITE, AND ANY content or information PROVIDED BY THE SERVICE, INCLUDING THE APP AND THE SITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ORDERLY DOES NOT WARRANT THAT THE SERVICE, INCLUDING THE APP AND THE SITE, OR ANY CONTENT PROVIDED BY THE SERVICE, INCLUDING THE APP AND THE SITE, including ANY THIRD PARTY CONTENT, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE, INCLUDING THE APP AND THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE, INCLUDING THE APP AND THE SITE, WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ORDERLY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
Indemnity and Limitation of Liability. You agree to defend, indemnify and hold harmless Orderly and its subsidiaries, agents, licensors, managers, and other affiliated companies, partners, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service, including any data or content transmitted or received on your behalf; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; or (e) any other party's access and use of the Service with your unique username, password or other appropriate security code. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ORDERLY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, INCLUDING THE APP AND THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ORDERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Orderly’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of ONE HUNDRED dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Arbitration; Applicable Law.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Except for a claim by Orderly of infringement or misappropriation of Orderly’s patent, copyright, trademark, or trade secret, any and all disputes between you and Orderly arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the App.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND ORDERLY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND ORDERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Orderly must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, CO. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Denver, Colorado.
Claims of infringement or misappropriation of Orderly’s patent, copyright, trademark, or trade secrets shall be exclusively brought in the state and federal courts located in Denver, Colorado. You may opt out of this agreement to arbitrate. If you do so, neither you nor Orderly can require the other to participate in an arbitration proceeding. To opt out, you must notify Orderly in writing within 30 days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, and your Orderly account to which the opt-out applies. You must sign the opt-out notice for it to be effective.
This procedure is the only way you can opt out of the Agreement To Arbitrate and a clear statement that you want to opt out of this Agreement To Arbitrate. You must use this address to opt out:
Orderly Health, Inc. ATTN: Arbitration Opt-out Orderly Health, Inc., 1062 Delaware St, Denver, CO 80204.
This Arbitration section will survive the termination of your relationship with Orderly.
The laws of the State of Colorado, excluding its conflicts of law rules that would result in the laws of a State other than Colorado, govern this license and your use of the App.
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Orderly without restriction.
Miscellaneous. Orderly’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Termination. Orderly may cancel, suspend or block your use of the Service without notice in its discretions. Your right to use the Service will end once your registration is terminated, and any data you have stored on the Service, including any Expense data or Payment Data may be unavailable later.You may terminate your registration at any time by notifying Orderly as set forth on your account page. YOU AGREE THAT ORDERLY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICE OR TO YOUR EXPENSE DATA OR PAYMENT DATA. Any limitations on liability that favor Orderly will survive the expiration or termination of these Terms for any reason.
Notices and Agreement to Be Bound by Electronic Signature. Your affirmative act of using the App or Site, or registering for the Service constitutes your electronic signature to these Terms and your consent to enter into agreements with Orderly electronically. You also agree that Orderly may send any privacy or other notices, disclosures, reports, documents, communications or other records regarding the App (collectively, "Notices") in electronic form to the e-mail address that you provided during registration. The delivery of any Notice from is effective when sent by Orderly, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your Account. You must give notice to us in writing via email to firstname.lastname@example.org or as otherwise expressly provided. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
No Medical Advice. The Service and its contents are for informational purposes only and include third-party information over which Orderly has no control. The Service and its contents are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Reliance on any information provided by the Orderly or third parties on the Service is solely at your own risk.
APP STORE TERMS.
Orderly and you each acknowledge that this Agreement is concluded between Orderly and you only, and not with Apple, Inc., or Google, Inc. or your applicable service provider. Orderly, not Apple or Google or your applicable service provider, is solely responsible for App and the content thereof. To the extent this Agreement provides for usage rules for App that are less restrictive than the Usage Rules set forth for App in, or otherwise is in conflict with, the App Store Terms of Service, or any similar policy published by Google or your applicable service provider, the more restrictive or conflicting Apple or Google or other term, as applicable, applies.
The license granted to you for App is limited to a non-transferable license to use App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service any similar policy published by Google from time to time.
Orderly is solely responsible for providing any maintenance and support services with respect to App, as specified in this Agreement (if any), or as required under applicable law. Orderly and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to App.
Orderly is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of App to conform to any applicable warranty, you may notify Apple or Google, as applicable, and Apple or Google will refund the purchase price for App to you; and to the maximum extent permitted by applicable law, neither Apple nor Google will have any other warranty obligation whatsoever with respect to App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Orderly’s sole responsibility.
Orderly and you acknowledge that Orderly, not Apple or Google, is responsible for addressing any claims of you or any third party relating to App or your possession and/or use of App, including, but not limited to: (i) product liability claims; (ii) any claim that App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Orderly’s liability to you beyond what is permitted by applicable law.
Orderly and you acknowledge that, in the event of any third party claim that App or your possession and use of App infringes that third party’s intellectual property rights, Orderly, and neither Apple nor Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You acknowledge and agree that Apple and Google, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple or Google, as applicable will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
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