These Terms of Use (the “Terms”) are a binding, contractual agreement between you (“you”) and Wellvana Health, LLC, together with our affiliates and subsidiaries (collectively “we”, “us”, or “Wellvana”) under which you may use our website, any mobile apps, and other online and offline services we provide (together, the “Services”). The Services can include information about us, general educational information, access to medical information, appointment scheduling, and other services to improve access to, and facilitate communications with, healthcare professionals.

We require that all users of our Services adhere to these Terms, including with respect to any electronic content, functionality, features and applications in our Services (collectively, “Materials”). By using the Services, you agree to our Terms and our Privacy Policy (as defined below) and represent that you are of legal age to form a binding contract with us and meet all of the eligibility requirements herein.

Your right to access or use the Services is terminated if you violate these Terms. We reserve the right to revise these Terms, and any rights not expressly granted herein are reserved. Please check back periodically to review any changes to our Terms. If you have a business relationship with us (including any services agreement or participation agreement), the contractual terms of that relationship will control in the event of any conflict.

PLEASE SEE SECTIONS 13-16 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING A MANDATORY ARBITRATION CLAUSE, AND A WAIVER TO A JURY TRIAL OR CLASS ACTION, THAT LIMITS YOUR RELIEF. 

NOTE: The use of information provided through our Services does not create a healthcare provider-to-patient relationship with you. DO NOT disregard your physician or healthcare provider's advice or delay seeking treatment based on information found through the Services, including through any patient portal. Although the Services may provide access to information or facilitate communications with a healthcare professional, the Services do not themselves provide any medical advice or diagnosis, and are intended for use by patients, healthcare professionals and other website visitors FOR INFORMATIONAL PURPOSES ONLY. IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911. OTHERWISE, PLEASE DIRECT ANY MEDICAL QUESTIONS TO YOUR HEALTHCARE PROFESSIONAL.

You are responsible for any activity that occurs through your use of the Services. All information you provide to us must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. 

Certain features or portions of the Services may be password-protected and may require you to complete a registration process and/or qualify for such Services in order to obtain access. We may, in our sole and absolute discretion, disable your account from the Services for any or no reason, including suspicion of fraud, false information or misuse. You are responsible for (a) the accuracy of all information that you provide to us, (b) maintaining the confidentiality and security of any passwords or other account identifiers that you choose or that are otherwise assigned to you, and (c) all activities that occur under such password(s) or account(s). If your account credentials (i.e., username and password) are used without your consent or you discover any other breach of security, you must immediately notify us. 

Our Privacy Policy (“Privacy Policy”) posted at https://wellvana.com/privacy-policy is incorporated by reference in these Terms.  Please see the Privacy Policy to understand how we may collect, use and disclose personal information. 

As stated there, the Privacy Policy governs how we use your Protected Health Information (“PHI”) as defined under the Health Insurance Portability & Accountability Act and related federal and state laws and regulations (collectively referred to as “HIPAA”), such as information you provide or receive through us in connection with the provision of healthcare services, except to the extent the Privacy Policy conflicts with the HIPAA Notice of Privacy Practices provided to you by your healthcare provider before or while enrolling in the Services they provide through us, or our business associate agreement with your provider.

On behalf of certain healthcare providers, we may offer you enrollment in certain Services to assist you with navigating your care. The Services can include a variety of features, such as a care management, remote monitoring, appointment reminders, and educational information about your condition. Your healthcare provider can use the platform to send you communications via email, SMS text messages to your phone, or through other means.

E-mail and text messages are not always encrypted throughout their transmission. Accordingly, there is some risk that the e-mails and texts from your care team to you, or from you to your care team, can be intercepted in transit and read by an unauthorized person. Additionally, e-mails and the text messages from your health care provider may be available to anyone who has access to your phone or computer, such as if they see a notification pop-up on your phone’s home screen. These texts may identify that you have a particular health condition.

By responding “Y” or “Yes” to your enrollment text message, you:

1. Confirm that you want to be enrolled in texts from your healthcare provider and that you understand that there is a risk that your text messages could be read by unauthorized persons. If you choose not to receive texts, your healthcare provider will continue to treat you but you will not receive the benefits of texts that assist you in navigating your care.

2. Agree that your healthcare provider may send you recurring automated texts at the mobile number you provided for purposes of your care management. You do not need to consent to receive these texts as a condition of receiving care from your healthcare provider. Message and data rates may apply. Text “STOP” at any time to stop receiving text messages; text “HELP” for help.

3. Represent that you are 18 years or older, are legally able to enter into agreements on your own behalf and agree to these Terms.  If you will be receiving or sending texts on behalf of another individual (such as a child, parent or partner) who is the patient of a healthcare provider, you are also representing that you have the legal right or authority, or have obtained all necessary consents and authorizations, to communicate on behalf of such other person with their healthcare provider and use our Services on their behalf. 

Text message frequency may vary based on the Services. Participating carriers are not liable for delayed or undelivered messages.  As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For any questions about our text program, you can reach us via the contact information provided below.

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials, or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in violation of any applicable laws or regulations; (h) otherwise act in a fraudulent, illegal, misleading, malicious or negligent manner when using the Services; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, harming, impersonating or intimidating people or entities; (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) access or use the Services by means of any automated program, expert system, electronic agent or “bot” except for general purpose search engines; (l) give any other person or entity unauthorized access to the Services or (m) scrape, copy, republish, license, or sell the information or Materials on the Services. We may pursue legal action and/or report to law enforcement for any such violations.

You agree that we are free to use any feedback, corrections, ideas, concepts, know-how, or techniques that you provide to us in regard to the Services (collectively, “Feedback”) for any purpose and you waive all rights therein. PLEASE DO NOT SEND US ANY FEEDBACK THAT YOU WISH US TO KEEP CONFIDENTIAL OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION UNLESS WE EXPRESSLY AGREE IN WRITING OTHERWISE. For the avoidance of doubt, any feedback subject to a negotiated agreement will be governed by that agreement and not these Terms. 

In some instances, portions of the Services may be used to facilitate communications or other interactions between you and one or more third party healthcare provider(s) or health plan(s). In addition to other disclaimers and exclusions contained in these Terms, we expressly disclaim to the maximum extent permitted by law any and all liability related to any services provided to you by such third party healthcare provider(s) or health plan(s).  

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful purposes in accordance with these Terms and our Privacy Policy. The Services contain Materials owned or licensed by us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, used to create a derivative work, or transmitted in any form or by any means without prior written permission from us or the third party owner. Unauthorized use of any Materials provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. Except as expressly provided herein, we and our licensors reserve all rights with respect to the Services and Materials.

We respect the intellectual property rights of others, and we prohibit users of our Services from hosting or transmitting any materials that violate another person’s intellectual property rights or these Terms. For allegations of copyright infringement or any other issues, please notify us via the contact information below. 

We may update the content in our Services and Materials from time to time, but it will not necessarily be complete or up-to-date. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Services or Materials for any reason, without prior notice. 

Although we may control some of the hyperlinks in the Services, other links within the Services may lead to third-party sites or services. We include these third-party links or services solely as a convenience to you. The presence of a link or service does not imply an endorsement of the linked site or service, its operator, or its contents, or that we are in any way affiliated with the linked site or service. The Services do not incorporate any materials appearing in such linked sites by reference. Third party sites and services are not controlled by us and may have different terms of use and privacy policies, which we encourage you to review.

You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: (i) establish a link from any website that is not owned by you; (ii) cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or (iii) take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS (INCLUDING ANY INFORMATION) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON- INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE SERVICES , INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE SERVICES WILL BE SECURE; (V) THE USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE SERVICES WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE OR ELECTRONIC FILES. ALL INFORMATION CONTAINED ON OR WITHIN THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. THE SERVICES AND THE INFORMATION OFFERED THROUGH THEM ARE NOT OFFERED TO ANYONE IN ANY JURISDICTION WHERE THEY ARE PROHIBITED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.  UNDER NO CIRCUMSTANCES SHALL WE OR BY EXTENSION OUR OWNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS OR SERVICE PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

BY USING THE SERVICES, 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 ANY LAW, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

At our request, you agree to defend, indemnify, and hold harmless Wellvana with our parent and affiliate companies, and our and their respective employees, contractors, officers, and directors, and service providers from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including legal fees and disbursements on a solicitor-client basis) that arise from: (i) your breach of these Terms; (ii) your activities in connection with the Services, including any violation of any law or the rights of any third party that occurs in connection with your of the Services; or (iii) information that you provided to us through the Services. Wellvana reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.

These Terms are governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Excluding disputes addressed through arbitration as provided below, you agree that any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the City of Nashville and Davidson County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from these Terms.

THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS PROVISION REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WELLVANA. 

We are reachable via the contact information at the end of these Terms to address any concerns you may have regarding your use of the Services. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to you initiating a lawsuit or arbitration against us. Any matter or dispute relating in any way to your use of the Services or these Terms which is not so resolved shall be submitted to binding confidential arbitration as provided below. 

Any controversy, dispute, or claim arising out of or relating to these Terms or the Services shall be settled by binding arbitration by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules. Arbitration shall be conducted in Nashville, Tennessee before an arbitrator who is an attorney licensed in Tennessee. If the parties cannot agree upon an arbitrator, the AAA shall appoint the arbitrator according to AAA's selection procedures. Judgment upon any award of the arbitrator may be entered in any court having jurisdiction thereof (such judgment to include an award of reasonable attorneys’ fees and expenses, including the expense of arbitration, to the prevailing party). Notwithstanding the foregoing, any party to these Terms may seek any appropriate equitable relief, including injunction, to which it may be entitled. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

Notwithstanding the foregoing individual arbitration, that in the event that five (5) or more individuals seek to initiate (or do initiate) arbitration proceedings against us in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then instead of such arbitrations being administered by AAA, we may elect in our sole discretion to consolidate such arbitrations before an arbitrator mutually agreed-upon by the Parties (and terminate any pending administration by AAA), (i) with such arbitrator being a retired federal or state judge and experienced with the subject matter of the arbitration, and (ii) except with respect to administration of the arbitration proceedings, and venue in Nashville, Tennessee, the arbitrator shall follow AAA’s arbitration rules and procedures or such other procedures agreed-upon by the parties. 

YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR CONSOLIDATED ARBITRATION AS PROVIDED ABOVE, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER 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 ACTION. Unless both you and we agree (and for consolidated arbitration as provided above), no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

If you breach any provision of these Terms you may no longer use the Services. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the Services or any part thereof or any features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms or your permission to use the Services is terminated by us for any reason, the agreement formed by your acceptance of these Terms will nevertheless continue to apply and be binding upon you in respect of your prior use of the Services and anything relating to or arising from such use. If you are dissatisfied with the Services, your sole and exclusive remedy is to discontinue using the Services.

Our Services are operated from the United States. We make no representation that content or materials in the Services are appropriate or available for use in other jurisdictions. Access to any of the Services from jurisdictions where such access is illegal is strictly prohibited. If you choose to access the Services from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws. 

You acknowledge that the Services, Materials, information, and the underlying technology may be subject to applicable export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Services, Materials, information, and the underlying technology, as well as end-user, end use, and destination restrictions issued by the United States, and other governments. By downloading or using the Services, you agree to the foregoing and you represent, warrant and covenant that you are not located in, under the control of, or a national or a resident of any country identified in any applicable legislation, regulation, deny order or prohibition list issued by any governmental or regulatory body, and that you will otherwise comply with all applicable export control laws.

We may, in our sole and absolute discretion, modify all or any portion of these Terms (including the Privacy Policy) at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we modify the Terms, we will post the changes to the Terms and will indicate the date the Terms were last revised. Your continued use of the Services after any such changes constitutes your acceptance of, and agreement to be legally bound by, the Terms, as revised. It is your sole responsibility to regularly check the Terms to determine if there have been any changes to the Terms and to review such changes.

If any provision of the Terms are found by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision will, to that extent, be severed and superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue to be valid to the fullest extent permitted by law. These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of these Terms. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services.

If you have any questions, concerns or comments about these Terms or our Services, please contact us via mail to: Wellvana, 20 Burton Hills Blvd, Suite 100, Nashville, TN 37215.     

These Terms were last updated June 28, 2023.