Service Terms and Conditions
Please read these Service Terms and Conditions (“Terms”) carefully before using this website (located at: www.healthlock.com) or mobile application (titled: HealthLock). If you do not agree to all these Terms, do not use this website or app. By using this website and related data platforms and systems (the “Site” or “App”) you agree to abide by these Terms.
The Terms are a legally binding agreement between HealthLock, Inc. (“HealthLock”, “we”, “our”, or “us”) and you (“you” or “your”), HealthLock, Inc., is a part of Insurance inAssist, Inc., dba inAssist. These Terms govern your use of the insurance service programs and other services or products we make available to you through the Sites that you have registered or enrolled or have been registered or enrolled by an authorized third party (collectively, the “Services”). In these Terms we may use the term “Member” which refers to a customer that is enrolled in one of our fee-based Services. “Monitor” refers to an adult that is 18 years old or older and is serving to monitor the HealthLock account of a Member with that Member’s permission or is the parent or legal guardian who is serving to monitor the HealthLock account of a Member. “User” refers to a user of our non-fee-based Services, such as serving as a Monitor for a Member of our Services or a user of our free Services (if any). “Customer” collectively refers to Members, Users, and Monitors.
PLEASE NOTE THAT THESE TERMS INCLUDE IMPORTANT TERMS REGARDING YOUR RIGHTS TO A JURY TRIAL AND USING ARBITRATION TO SETTLE ANY DISPUTE BETWEEN YOU AND US. PLEASE SEE SECTION 24 BELOW OR CLICK HERE FOR THOSE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ENROLL OR REGISTER FOR ANY OF THE SERVICES OR OTHERWISE USE THE SERVICES.
2. Changes to these Terms and the Services.
We reserve the right to change or modify these Terms at any time. Changes will be posted on the Sites and the “Last Updated” date at the top of this webpage will be revised. You understand and agree that if you use the Services after the date on which these Terms have changed, we will treat your use as acceptance of the updated Terms. If you object to such change, your sole and exclusive remedy shall be to terminate and/or cancel the Services. You can cancel the Service at any time in accordance with Section 15, and may be eligible for a refund, at our discretion.
We reserve the right to modify, add to, discontinue, and/or retire any Service and/or any feature of a Service at any time. We reserve the right to define eligibility criteria for the Services and make changes to those criteria at any time. We disclaim any obligation to provide you with any updates, maintenance or support services for the Sites.
3. Requirements to use the Sites.
To use the App, you must first download it from a mobile application store or marketplace and then register with us as described below. You acknowledge that you must be an enrolled Customer to access and use the functions, services, and features of our Services. In order to enroll in and receive one or more Services, you must provide us with your full and accurate personal information that we require for the applicable Services, which may include without limitation your name, address, telephone number, email address, date of birth, insurance information, and other personal information to verify your identity, as well as financial information such as your credit card number (collectively, “Personal Information”). In the event we do not receive all the required Personal Information during your enrollment process, you agree that we may, in our sole discretion, use our database, the database of our affiliates, or other resources to attempt to complete the required Personal Information on your behalf. If we are unable to obtain the required Personal Information or you fail to authenticate your identity as required, the Services for which you have enrolled may be limited, unavailable, or erroneous. WE DISCLAIM ALL LIABILITY FOR YOUR FAILURE TO PROVIDE ALL OF THE NECESSARY CORRECT AND UP-TO-DATE PERSONAL INFORMATION.
To access the Services via our App or online Member portal, Customers must have a valid user name and password, which Customers will receive after enrolling with us for the applicable Service(s). You are responsible for maintaining the confidentiality of any password associated with your use of the Services and the Sites, as well as any activity within the Sites and Services using your password(s). You understand and agree that perfect security does not exist anywhere, and that you will protect your Personal Information in a reasonable way at all times. Accordingly, you will not disclose or publish your Personal Information to anyone who might improperly use or disclose that Personal Information. We reserve the right to take any action that we deem necessary to ensure the security of the Site and your account, including without limitation changing your password, terminating your account, or requesting additional information to authorize transactions on your account. You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep your Personal Information, passwords, and any security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You will immediately notify us of any suspected or actual unauthorized access to or use of your Personal Information, passwords, or security questions and responses or any other breach of your account security.
4. Enrollment of Dependents.
For certain Services, we may allow you to enroll your minor child or adult dependent, if you are their parent or legal guardian, as applicable. We may require you to provide, either directly or indirectly, documentation to us as we deem it necessary in our sole discretion, to prove your relationship with any such minor child or adult dependent. You acknowledge that these Terms will apply to your minor child or adult dependent, and you hereby expressly accept these Terms on their behalf.
5. Representations and Warranties.
In addition to the other representations and warranties stated in these Terms that you make by accepting these Terms, you represent and warrant that:
- You have the legal capacity and authority, including, without limitation, having reached the legal age of majority where you live, to agree to these Terms;
- You have all necessary authority and permissions to enroll the minor child or adult dependent, to make decisions on their behalf, and to bind;
- You will keep your email address up to date for purposes of receiving subscription notifications and that if you fail to do so, you hereby waive your right to receive such notices;
- All registration information and session information you submit (including, but not limited to, your licensure information, if applicable) is accurate and truthful;
- You will keep all Personal Information updated and accurate; and
- Except in relation to the enrollment of your minor child or adult dependent as described below, you are enrolling in any service(s) only for yourself and not on behalf of any other individual.
6. HealthLock Site Features.
Our Sites offer functionality that allows Members to access their HealthLock portal and membership data. Other functionality may also be available with the Sites such as the ability to receive various promotional offers and benefits.
7. License to the Sites.
The Services are licensed to you and your use of the Sites and any information or data downloaded by or in connection with the Services (the “Data”) is subject to and limited by the license terms set forth below. Subject to your compliance with these Terms and paying the fees due to us (to the extent you owe any), we grant you a limited, personal, non-exclusive, non-transferable, non-sub-licenseable, and revocable license to use the Sites and Data for your personal, non-commercial purposes. You are given access to the software for personal use only to utilize the available software functions and services. The Sites contain and use certain third-party software under license to us, including open-source software (collectively, the “Third Party Software”). The Third-Party Software is licensed to you under and subject to these Terms.
This license will also govern any software upgrades provided by us that replace and or supplement the original App unless such upgrades are accompanied by a separate license in which case the terms of that license will govern.
You may not use or permit others to use the Services or Data except under the terms expressly listed above. Without limiting the previous sentence you shall not and shall not permit anyone else to: (a) use the Services or Data on any device that you do not own or control; (b) use the App or Data for service bureau time sharing or other similar purpose; (c) modify, translate reverse engineer, decompile, attempt to derive the source code of, disassemble (except to the extent expressly permitted by law), or create derivative works based upon the Site, Services, or Data; (d) copy the Sites or any part thereof, or Data (except as permitted herein); (e) rent, lease, sell, offer to sell, distribute or otherwise transfer rights to the Sites or Data; (f) develop, sell, or distribute applications that integrate with the Sites or otherwise make use of the Data, (g) remove any proprietary notices or labels on or relating the Sites or Data; (h) use the Sites, Services, or Data in any manner that could impair any website or mobile application that we may own or operate currently or in the future; (i) manipulates or otherwise displays the Sites by using framing, mirroring or similar navigational technology or directly links to any portion of the Site other than the main homepage (i.e. deep-linking); (j) uses any robot, spider, scraper or other automatic or manual means to access the Sites or copies any content or information on the Sites; (k) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (l) probes, scans, or tests the vulnerability of or breach the authentication measures of the Sites or any related networks or systems; (m) interferes with any other party’s use and enjoyment of the Sites; (n) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (o) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (p) is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (q) promotes or provides instructions for illegal activities; (r) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (s) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (t) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; or (u) accesses systems, data or information that we do not intend to be made accessible to you.
9. Mobile App Stores and Applicable Terms.
The App may be available via one or more mobile application stores or marketplaces (an “App Store”) for use on mobile devices, including App Stores provided by Apple, Inc., Google, Inc., Amazon.com, Inc. and Microsoft, Inc. Such App Stores are each provided by a “Provider” with respect to you download the App from one of their respective App Stores. Your use of our App must comply with the then-current Terms of Service applicable to the App Store from which you downloaded our App.
You acknowledge that these Terms are between you and HealthLock only, and not with any Provider. HealthLock, and not Provider, is solely responsible for our App and the services and content available thereon. You acknowledge that Provider has no obligation to provide maintenance and support services with respect to the App. To the maximum extent permitted by applicable law, Provider will have no warranty obligation whatsoever with respect to the App. We and not Provider are responsible for addressing any questions, comments or claims relating to the App and or your use of the App including, but not limited to, any product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to the App or your access and use of the App. You agree to comply with all applicable third-party terms when using the App (e.g., you must not be in violation of your wireless data service terms when using the App). You acknowledge that Provider is a third-party beneficiary to these Terms and, upon your acceptance of these Terms, Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms with respect to the App.
10. Fees and Charges.
Certain features in the Sites may allow you to make a purchase or request access to additional or different features for which fees may apply. You can choose whether or not to make these purchases or access these features and you will not be subject to fees or charges without your consent; however if you believe you have been assessed a fee or a charge in error or if the feature or item purchased does not perform as described or is not delivered to you, you may dispute the purchase by emailing email@example.com. Refunds will not be provided except in HealthLock’s sole discretion.
11. Mobile Messaging Service.
If you are a Customer and you elect to enroll in our Mobile Messaging Service, you acknowledge and agree that we may send you SMS text messages, email and push notifications, and other notifications from the Services via the email address and/or telephone number you provided to us (“Mobile Alerts”) until you notify us that you no longer wish to receive such Mobile Messages. You should note that Mobile Messages sent to you are not encrypted at any point. You should take steps to protect your email and/or any devices through which you access or receive such alerts to safeguard against unauthorized access.
1. When opted-in, you will receive text messages (SMS) to your mobile number. These messages may include two-factor authentication, notifications about your HealthLock account, alerts when we detect activity associated with your doctors or medical bills, and others. Messaging frequency will vary based on account activity.
2. You can cancel the SMS service at any time. Just text “STOP” to the shortcode. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up through the My Account tab in your member portal (member.healthlock.com) and we will start sending SMS messages to you again. If you choose to stop SMS messages from HealthLock, you will no longer receive login verification codes via text, but can still receive them via email.
3. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at firstname.lastname@example.org.
4. Carriers are not liable for delayed or undelivered messages.
5. As always, message and data rates may apply for any messages sent to you from us and to us from you. You can expect to receive a few messages from us per month as activity occurs on your account. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
THE FREQUENCY OF MOBILE ALERTS WILL VARY BASED ON THE KINDS OF ALERTS AND OTHER NOTIFICATIONS (INCLUDING PUSH NOTIFICATIONS ON YOUR MOBILE DEVICE) YOU SIGN UP TO RECEIVE PURSUANT TO THE SERVICES YOU REQUEST. STANDARD TEXT MESSAGING RATES APPLY (INCLUDING, WHERE APPLICABLE, ROAMING CHARGES), SO PLEASE CONTACT YOUR MOBILE PHONE CARRIER FOR DETAILS AND FEES. YOU WILL BE RESPONSIBLE FOR ALL TEXT MESSAGING AND DATA PLAN FEES CHARGED BY YOUR MOBILE PHONE SERVICE PROVIDER. MOBILE ALERTS ARE PROVIDED AS A COURTESY TO YOU. WE DO NOT GUARANTEE THE ACTUAL, COMPLETE OR TIMELY DELIVERY OF ANY MOBILE ALERTS. WE ARE NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RELATED TO, THE FAILURE OF ANY MOBILE ALERT TO BE ACTUALLY, ACCURATELY, FULLY OR TIMELY DELIVERED TO YOU FOR ANY REASON WHATSOEVER, INCLUDING THOSE CAUSED BY A TECHNICAL ERROR OR OTHER PROBLEM WITH OUR SYSTEMS, THOSE OF YOUR MOBILE SERVICE PROVIDER, A THIRD-PARTY COMPANY, OR ISSUES RELATED TO YOUR MOBILE SERVICE ACCOUNT OR MOBILE DEVICE.
12. Transaction Monitoring.
In order for us to perform transaction monitoring Services for your eligible insurance and healthcare provider(s) (doctors, hospitals, etc.) account(s) (“Accounts”), you must provide us with your account credentials for your Account (“Account Credentials”) at third party institutions, and authorize HealthLock to use your Account Credentials to directly access your account data at these third-party companies (“Account Information”) (such service “TransactionMonitoring”). By using the Transaction Monitoring feature and providing us your Account Credentials, you are expressly authorizing HealthLock to access your Account Information on your behalf. You hereby grant HealthLock a non-exclusive, royalty-free, fully paid-up, license to use your Account Information in order to provide the Services to you, and a non-exclusive, royalty-free, fully paid-up, irrevocable license to prepare aggregated and anonymous data derived from your Account Information for our own business purposes. If any of your Account Credentials change, you are responsible for providing updated Account Credentials to us; if you do not, we will not be able to access your Account Information to Transaction Monitoring Services for any Account for which we do not have your current Account Credentials.
YOU ACKNOWLEDGE AND AGREE THAT WHEN HEALTHLOCK IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, HEALTHLOCK IS ACTING AS YOUR AGENT FOR THE SOLE AND LIMITED PURPOSE OF OBTAINING YOUR ACCOUNT INFORMATION TO PROVIDE THE SERVICES TO YOU. IN RECEIVING TRANSACTION MONITORING ALERTS ON YOUR MOBILE DEVICE, YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR OUR SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX, OR MEDICAL ADVICE RECOMMENDATIONS RELATED TO TRANSACTION ALERTS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY BASED ON YOUR RELIANCE ON OR USE OF ANY INFORMATION CONTAINED IN ANY ALERT OR DUE TO A FAILURE TO SEND OR RECEIVE AN ALERT.
Transaction Monitoring alerts are only available for certain types of transactions. HealthLock may add, remove, or modify the types of transactions for which it will provide alerts at any time and without advance notice to you. Transaction Monitoring and alerts may not be available for all of your Accounts, and the scope of Transaction Monitoring and alerts may vary based on your particular insurance and healthcare provider(s) (doctors, hospitals, etc.).
YOU UNDERSTAND AND AGREE THAT THE SERVICES SHALL NOT INCLUDE THE PLACING OF FRAUD ALERTS WITH ANY CONSUMER REPORTING AGENCIES. YOU UNDERSTAND THAT WE MONITOR YOUR HEALTH TRANSACTIONS AND INSURANCE BENEFITS WITHIN OUR NETWORK USING CERTAIN PROPRIETARY TECHNOLOGIES AND DATABASE INFORMATION OWNED BY OR UNDER LICENSE TO US. YOU ACKNOWLEDGE THAT NOT ALL TRANSACTIONS MAY BE MONITORED, INCLUDING THOSE THAT MIGHT INVOLVE THE POTENTIALLY FRAUDULENT USE OF A CUSTOMER’S INFORMATION OR TRANSACTIONS NOT CAPTURED BY YOUR HEALTH INSURER. THE SCOPE OF THE NETWORK UTILIZED BY US TO PROVIDE ALERTS MAY CHANGE FROM TIME TO TIME.RETROACTIVE TRANSACTIONS ARE 2 YEAR LOOK BACKS MAXIMUM.
13. No Fee Services.
We may make certain features and Services available to Customers for no fee (the “No Fee Services”). No Fee Services may include the ability to receive Mobile Alerts. Customers of our No Fee Services will be required to register with us and may need to provide permissions for us to contact them via SMS text messages, email and push notifications, or automated telephone recordings to fulfill the No Fee Services. To register for No Fee Services, you must provide us with certain information, including your name, mobile telephone number and email address, and must also create a username and password. Texting fees may apply with your mobile phone provider.
As you authorize during enrollment for the Services, your payment method is stored, the Services will automatically renew for the same period as your original subscription, and you will be billed, until you cancel your account in accordance with Section 15. For example, if you originally purchased a subscription for a month, your Services will automatically renew each month for an additional month and if you originally purchased a subscription for one year, your Services will automatically renew for an additional year. Unless cancelled in accordance with Section 15, the Services shall automatically continue indefinitely, and you shall pay the applicable then-current prices as published by us at https://healthlock.com/plans. Prices for all Member Services exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise, and are priced in US Dollars. Unless we are required by law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. However, we reserve the right to collect any and sales taxes applicable to your purchase of Services.
If you purchase Services, you agree to pay, using a valid credit card or other form of payment that we may accept from time to time, the applicable fees and taxes (if any) set forth on the Site. We reserve the right, upon prior notice to you, to change the amount of any fees and to institute new fees, effective at the end of your current subscription period. All authorized charges will be billed to your designated credit card account (or other designated payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is declined for any reason, we reserve the right to either suspend or terminate your access to Services for which you owe applicable fees.
You further acknowledge and agree that if you are a dependent adult with a legal guardian serving as a Monitor for your account, subject to our then-current Member authentication procedures, such Monitor may authorize changes to the account, including, without limitation, the form of payment, or to the Services you receive, including termination of your account or changes that may result in additional or different charges.
15. Term, Termination, and Cancellation.
Your subscription period to Services is determined by the type of subscription you purchased, whether a month-to-month or annual subscription. If you have not purchased a subscription for any paid Services or you cancel your paid Services subscription, you are deemed to have a month-to-month free subscription. We reserve the right to terminate or suspend, in whole or in part, the Services and these Terms upon notice if we believe you have violated any of these Terms. You may cancel your Service or the automatic renewal of your Services at any time upon sixty (60) days’ notice to us, regardless if you purchased a subscription to the Service directly from us or through a third party. During the sixty (60) days after we receive notice of your cancellation, (a) you will still have access to the free Services and the Services you paid for, and (b) you will still be responsible for the costs of the paid Services. Following the cancellation of your Service, you still have access to any free Services we provide at the time your cancellation takes effect. To terminate and/or cancel your Service, you must email email@example.com. If we modify or update the Services and you object to such change, your sole remedy shall be to terminate and/or cancel the Services. If you decide to cancel your Service for any reason, you must allow us sixty (60) days to process your cancellation.
If you are enrolled in any Services through a third party, you may not be entitled to any refund of fees by HealthLock; we have no obligation to, and shall not, refund any fees paid by you to a third party for our Services. If you purchased the Services directly from us and you decide to cancel the Service, we will pro-rate the subscription fees according to the date the cancellation goes into effect (i.e. sixty (60) days following our receipt of your decision to cancel).
16. Privacy and Authorizations to HealthLock.
17. Ownership of Intellectual Property Rights.
We retain all right, title and interest (including all copyright, trademark, patent, trade secrets and all other intellectual property rights) in our Services, our Sites, the Data, and our trademarks, service marks, designs, logos, URLs, and trade names that are displayed in connection with our Services and our Sites. Further, your use of and access to our Sites and to any content, materials, data or information available on or via our Sites, is subject to the HealthLock Terms and Conditions including its applicable provisions on intellectual property, feedback, submissions, and proprietary rights. All trademarks, service marks and logos that are used or displayed on the Sites are owned by us or our licensors. You must obtain our written permission prior to using any trademark or service mark of ours. Unauthorized use of any trademarks, service marks or logos used on the Site may be a violation of state, national and international trademark laws. Additionally, our custom icons, graphics, logos and scripting on the Site may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without our prior written permission.
18. Customer Reviews.
If you post or submit any reviews, comments, photos, statements, ideas, questions or other content, or any names or user names associated with any of the foregoing, to the Sites or to us (collectively, the “Content”), you acknowledge and agree that all such Content will comply with these Terms (including, without limitation, Section 8 above) and you may not use any fake e-mail address or impersonate any other person or entity or otherwise mislead as to the origin of the Content. Unless we indicate otherwise, you grant us an irrevocable, perpetual, fully paid up, royalty-free, enterprise wide, worldwide license to copy, modify, sell create derivative works from, or otherwise use the Content on any media and in any form for our business purposes. You represent and warrant that all Content that you submit or post complies with any applicable guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content you submit to the Site or us is accurate, truthful and non-deceptive and that all Content has evidence to back up the claims made.
We reserve the right to remove or to refuse to post any Content for any reason. We reserve the right to change, condense or delete any Content you post or submit to us or the Sites. We do not guarantee that you will have any recourse through our Sites to edit or delete any Content you have submitted or posted. We may, but are not obligated to, monitor, review, or verify any Content submitted or posted.
None of the Content that you submit shall be subject to any obligation of confidence on the part of HealthLock or its agents, parents, subsidiaries, affiliates, partners or service providers or any of their respective directors, officers and employees.
We may require you to provide certain information or data in order to submit certain Content. By submitting Content, you agree and consent to our promotional use and display (whether online or offline) of all such Content (including, but not limited to, any name or other identifier you choose to provide).
By submitting your email address in connection with your Content, you agree that we and and our service providers may use your email address to contact you about the status of your Content and for other administrative purposes.
19. Local Laws; Export Control.
We control and operate the Sites and Services from our headquarters in the United States and the Sites and Services may not be appropriate or available for use in other locations. If you use the Sites or Services outside of the United States, you are responsible for following all applicable local laws, rules and regulations. By using the Sites or Services, you represent and warrant that (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) you are not listed on any United States government list of prohibited or restricted parties.
20. Disclaimer Of Warranties And Other Disclaimers.
UNLESS OTHERWISE EXPLICITLY STATED, HEALTHLOCK, FOR ITSELF AND ITS LICENSORS, MAKES NO, AND DISCLAIMS ALL, EXPRESS, IMPLIED, AND STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR SITES, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED THEREIN. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED THROUGH THE SERVICES IS PROVIDED TO YOU ON AN “AS-IS”, “AS-AVAILABLE”, AND “WHERE-IS” BASIS WITH NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION YOU OBTAIN FROM THE SITE BEFORE RELYING ON IT. USE OF THE SERVICES AND SITES IS AT YOUR SOLE RISK. HEALTHLOCK MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITES OR SERVICES OR THE MATERIALS PROVIDED THROUGH THE FOREGOING WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 21 BELOW, YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITES AND SERVICES SHALL BE TO DISCONTINUE USING THE SERVICES AND SITES.
21. Limitation Of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEALTHLOCK, AND ITS AFFILIATES, RESPECTIVE LICENSORS, LICENSEES, AND SERVICE PROVIDERS (COLLECTIVELY, THE “HEALTHLOCK PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXTRAORDINARY, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF, RELATING TO, OR RESULTING FROM YOUR USE OR INABILITY TO USE OR ACCESS THE SERVICES OR SITES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING LIMITATION OF LIABILITY, IN THE EVENT ANY HEALTHLOCK PARTY IS FOUND LIABLE FOR DAMAGES TO YOU IN A COMPETENT LEGAL PROCEEDING, THE HEALTHLOCK PARTIES’ AGGREGATE LIABILITY ACROSS ALL SUCH HEALTHLOCK PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE LESSER OF (A) ONE THOUSAND U.S. DOLLARS ($1,000) OR (B) THE AMOUNTS PAID BY YOU TO HEALTHLOCK FOR THE SERVICES THAT ARE THE BASIS OF THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY. ONLY LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “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.”
WE MAY, FROM TIME TO TIME, WORK WITH THIRD PARTIES WHO MAY SEEK TO PROMOTE THE SERVICES IN CONNECTION WITH THEIR SEPARATE CONSUMER SERVICES OR EMPLOYEE OFFERINGS. FOR EXAMPLE, WE NOW HAVE IN PLACE AN AGREEMENT WITH MASTERCARD TO PROMOTE THE SERVICES TO MASTERCARD CARDHOLDERS/ EMPLOYEES OF PARTICULAR EMPLOYERS. IN THIS REGARD, THERE MAY ALSO BE AGREEMENTS IN PLACE WITH PAYMENT CARD ISSUING BANKS, THOSE PARTICULAR EMPLOYERS, OR ONE/MORE OF THEIR SERVICE PROVIDERS TO PROMOTE THE SERVICES. FOR THE AVOIDANCE OF ANY DOUBT, SUCH THIRD PARTIES ACCEPT NO RESPONSIBILITY TO YOU FOR ANY ASPECT OF THE SERVICES. ALL OF YOUR RIGHTS AND OBLIGATIONS IN RESPECT OF THE SERVICES ARE BETWEEN YOU AND US UNDER THESE TERMS AND, EXCEPT AS MAY BE OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU IRREVOCABLY WAIVE AND DISCLAIM ANY RIGHTS OF RECOURSE, HOWSOEVER ARISING, AGAINST SUCH THIRD PARTIES AND HOLD THEM HARMLESS IN RESPECT OF ANY ASPECT OF THE SERVICES.
These Terms and any Services provided hereunder will be governed by the laws of the State of California, without regard to any laws or rules that would direct the choice of another state’s laws and, where applicable, will be governed by the federal laws of the United States.
You agree to indemnify, defend, and hold us and our subsidiaries, affiliates, officers, agents, employees, contractors, partners and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, due to, relating to, or arising out of: (i) your use of the Sites and/or Services; (ii) your violation of these Terms; (iii) any Content you provide; (iv) your negligence, fraud, or willful misconduct; and/or (v) your violation of any law or regulation or any rights of another. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.
24. Dispute Resolution and Arbitration.
HealthLock believes that most disagreements can be resolved informally and efficiently by contacting HealthLock customer support.
If you are a U.S. customer, and the dispute is not resolved through HealthLock customer support, you and HealthLock agree that any such dispute, claim or controversy arising out of or relating in any way to the Services or these Terms (a “Claim”), shall be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction, as follows:
- Small Claims Court: You may elect to litigate your Claim in small claims court if all the requirements of the small claims court are satisfied, including any limitations on jurisdiction and the amount at issue in the dispute. You agree to bring a Claim in small claims court in Torrance, Los Angeles County, California.
- Agreement to Arbitrate and Waiver of Jury Trial: ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF THAT A COURT CAN AWARD. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION, AND THAT YOU AND HEALTHLOCK EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A className ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS AND/OR THE TERMINATION OF YOUR SERVICES.
- Notice of Claim: IF YOU ELECT TO SEEK ARBITRATION, YOU MUST FIRST SEND TO HEALTHLOCK, BY CERTIFIED MAIL, A WRITTEN NOTICE OF YOUR CLAIM (“NOTICE OF CLAIM”).
THE NOTICE OF CLAIM TO HEALTHLOCK SHOULD BE ADDRESSED TO: General Counsel, HealthLock, Inc., 3048 Torrance Blvd Ste 110, Torrance, CA90505 AND SHOULD BE PROMINENTLY CAPTIONED “NOTICE OF CLAIM”.
THE NOTICE OF CLAIM SHOULD INCLUDE BOTH THE MAILING ADDRESS AND EMAIL ADDRESS YOU WOULD LIKE HEALTHLOCK TO USE TO CONTACT YOU.
IF HEALTHLOCK ELECTS TO SEEK ARBITRATION, IT WILL SEND, BY CERTIFIED MAIL, A WRITTEN NOTICE OF CLAIM TO YOUR BILLING ADDRESS ON FILE.
A NOTICE OF CLAIM, WHETHER SENT BY YOU OR BY HEALTHLOCK, MUST (A) DESCRIBE THE NATURE AND BASIS OF THE CLAIM OR DISPUTE; (B) SET FORTH THE SPECIFIC AMOUNT OF DAMAGES OR OTHER RELIEF SOUGHT; AND (C) WHETHER YOU REJECT ANY SUBSEQUENT MODIFICATION OF THE DISPUTE RESOLUTION SECTION BY HEALTHLOCK.
- Arbitration Proceedings: IF YOU AND HEALTHLOCK DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN THIRTY (30) DAYS AFTER THE NOTICE OF CLAIM IS RECEIVED, YOU OR HEALTHLOCK MAY COMMENCE AN ARBITRATION PROCEEDING (OR, ALTERNATIVELY, FILE A CLAIM IN SMALL CLAIMS COURT).
YOU MAY DOWNLOAD OR COPY A FORM OF NOTICE AND A FORM TO INITIATE ARBITRATION AT www.adr.org. THE ARBITRATION WILL BE GOVERNED BY THE CONSUMER OR COMMERCIAL ARBITRATION RULES, AS APPROPRIATE, OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) (COLLECTIVELY, THE “AAA RULES”), AS MODIFIED BY THESE TERMS, AND WILL BE ADMINISTERED BY THE AAA.
THE AAA RULES AND FORMS ARE AVAILABLE ONLINE AT www.adr.org. THE ARBITRATOR IS BOUND BY THE TERMS OF THESE TERMS. ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING ISSUES RELATING TO THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION PROVISION.
UNLESS HEALTHLOCK AND YOU AGREE OTHERWISE, ANY ARBITRATION HEARINGS WILL TAKE PLACE IN THE COUNTY (OR PARISH) OF EITHER YOUR RESIDENCE OR OF THE MAILING ADDRESS YOU PROVIDED IN YOUR NOTICE OF CLAIM.
IF YOUR CLAIM IS FOR U.S. $10,000 OR LESS, HEALTHLOCK AGREES THAT YOU MAY CHOOSE WHETHER THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS SUBMITTED TO THE ARBITRATOR, THROUGH A TELEPHONIC HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY THE AAA RULES.
IF YOUR CLAIM EXCEEDS U.S. $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES. REGARDLESS OF THE MANNER IN WHICH THE ARBITRATION IS CONDUCTED, THE ARBITRATOR SHALL ISSUE A REASONED WRITTEN DECISION SUFFICIENT TO EXPLAIN THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE AWARD IS BASED.
- Injunctive and Declaratory Relief: EXCEPT AS SET FORTH IN SECTION 24.a above, THE ARBITRATOR SHALL DETERMINE ALL ISSUES OF LIABILITY ON THE MERITS OF ANY CLAIM ASSERTED BY YOU OR HEALTHLOCK, AND MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
TO THE EXTENT THAT YOU OR HEALTHLOCK PREVAIL ON A CLAIM AND SEEK PUBLIC INJUNCTIVE RELIEF (THAT IS, INJUNCTIVE RELIEF THAT HAS THE PRIMARY PURPOSE AND EFFECT OF PROHIBITING UNLAWFUL ACTS THAT THREATEN FUTURE INJURY TO THE GENERAL PUBLIC), THE ENTITLEMENT TO AND EXTENT OF SUCH RELIEF MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION AND NOT IN ARBITRATION.
THE PARTIES AGREE THAT LITIGATION OF ANY ISSUES OF PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING THE OUTCOME OF THE MERITS OF ANY INDIVIDUAL CLAIMS IN ARBITRATION.
- Class Name Action Waiver: YOU AND HEALTHLOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className OR REPRESENTATIVE PROCEEDING.
FURTHER, IF YOU HAVE ELECTED ARBITRATION, UNLESS BOTH YOU AND HEALTHLOCK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR className PROCEEDING.
IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS DISPUTE RESOLUTION SECTION SHALL BE NULL AND VOID.
25. Time Limit on Claims Against Us.
You agree that any claim you may have arising out of or related to your use of the Site or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
Neither these Terms, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without our prior written permission. Any purported assignment without such permission shall be void.
Our failure to enforce any of these Terms is not a waiver of such term or right. Any waiver of our rights under these Terms must be in writing, signed by us, and any such waiver shall not operate as a waiver of any future breach of these Terms.
In the event any portion of these Terms is found to be illegal or unenforceable, such portion shall be severed from these Terms, and the remaining terms shall be separately enforced.
29. Entire Agreement.
These Terms, and all documents and policies incorporated into these Terms by reference, are the entire agreement between the you and us with respect to this subject matter, and supersede any and all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto.
The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions and any provisions which by their nature should survive termination shall survive any termination or expiration of these Terms.
31. No Fiduciary Relationship and No Relationship with any Third Party.
Notwithstanding anything to the contrary herein, there is no fiduciary relationship between you and us. These Terms do not create any relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way. These Terms are solely and exclusively between you and us and you acknowledge and agree that (i) no third party, including a third-party partner of ours is a party to these Terms, and (ii) no third party, including any third-party partner of ours has any obligations or duties to you under these Terms.
32. Our Remedies.
You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ENROLL OR REGISTER FOR ANY OF THE SERVICES OR OTHERWISE USE THE SERVICES.