1.1 Access and Use: Subject to the terms and conditions of these Terms of Service and all applicable local, state, national and international laws, rules, and regulations (“Applicable Law”), you may access and use the Hint Health Service through the Site during the Service Term (as defined below) solely for your internal business purposes, including in connection with providing medical services to your patients, members, employees, employee dependents, and/or customers (“Members”).
1.2 User Accounts: When you sign up or register with Hint Health for use of the Hint Health Service, you agree that all information provided to Hint Health relating to you will be true, accurate, current and complete to the best of your knowledge. You agree to promptly update all such information whenever any of it changes. You are entirely responsible for maintaining the confidentiality of your account information and password. In particular, you agree not to use the account, user name, or password of any other Hint Health Service user or account, and you agree not to share your password, access to your account, or otherwise authorize any third party to use your Hint Health Service account.
1.3 Restrictions and Limitations: You may use the Hint Health Service and Site only for lawful purposes and in accordance with these Terms of Service. We are under no obligation to enforce these Terms of Service on your behalf against another user. We encourage you to let us know if you believe another user has violated these terms or otherwise engaged in prohibited or illegal conduct.
1.4 Member Responsibility: You are solely responsible and liable for your Members and their use of the Hint Health Service and Hint Health hereby disclaims responsibility or liability with respect thereto. Without limiting the foregoing, you are responsible for any support, training and communication with and for your Members with respect to the Hint Health Service.
1.5 Reservation of Rights: Subject to the rights expressly granted hereunder, Hint Health and its licensors retain all right, title and interest in and to the Hint Health Service and the Site (including all information, content, software and other materials therein, excluding User Data) and in and to all of Hint Health’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Hint Health under these Terms, by implication, estoppel or otherwise, beyond those expressly provided for herein. No software or copies thereof are sold, transferred, distributed, or licensed hereunder; instead only the limited right to access and use the Hint Health Service, as expressly provided for in these Terms of Service, is granted hereunder.
1.6 Changes to the Hint Health Service: Hint Health reserves the right, in its sole discretion, at any time to modify, augment, limit or otherwise change the Hint Health Service (or Hint Health’s website, mobile applications, or other platforms through which you access the Hint Health Service) without advance notice. All such changes shall be governed by these Terms of Service, unless otherwise expressly stated by Hint Health in writing.
1.7 Hint Health Content: The Site and the Hint Health Service may from time to time contain or provide to you data, articles, publications, content, materials, reports, analyses and other information generated by, available on, or otherwise provided through the Hint Health Service or the Site, whether produced by Hint Health or third parties (collectively, “Hint Health Content”). You acknowledge and agree that any use by you of the Hint Health Content is at your own risk, and that such risk includes, but is not limited to, the risk that Hint Health Content is erroneous, inaccurate or may result in or produce invalid results or information, omissions, misrepresentations, and similar issues. You agree that Hint Health shall not be liable or responsible for any damages, liabilities, costs, harms, business disruptions or expenditures of any kind that may arise from or in connection with your use or application of any Hint Health Content. All Hint Health Service Content is provided for your convenience only on an “as-is” and “as-available” basis without warranty of any kind. Hint Health does not warrant, guarantee, endorse, support, represent, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy or reliability of any Hint Health Content. All use of and reliance upon any such information shall be solely your responsibility and at your risk. Without limiting the foregoing, no analyses, reports or other information obtained or provided through the Hint Health Service or the Site are intended to be (nor should be relied upon as) medical advice or instructions for medical diagnosis or treatment. The Hint Health Service and Site may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites or resources or the content, products or services on or available therefrom. Links to such websites and resources do not imply any endorsement by Hint Health thereof or the content, products or services thereon. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources and are subject to the user terms and conditions of use for such websites.
1.8 Payment Processor: We work with payment processors, such as Stripe, to help process credit card transactions and other payment methods made through the Hint Health Service and Site. Our payment processors may receive information from your use of the Hint Health Service and Site, such as details of financial transactions you participate in on the Hint Health Service and Site, including the amount, currency, and method of payment. By participating in financial transactions on the Hint Health Service and Site, you agree that you have reviewed and are subject to the user terms and conditions of the payment processor and that you are solely responsible for complying with all applicable provisions of any terms of service or other applicable policies or binding agreements between you and such payment processors.
1.9 ACH Payments: The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. Where submitting Charges over the ACH network, you are required to comply with the NACHA Operating Rules. NACHA may amend the NACHA Operating Rules at any time, and we may amend these Terms as necessary to comply with the NACHA Operating Rules. You understand and accept your role as the Originator (as defined in the NACHA Operating Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules and the Documentation for ACH Transactions. We recommend ensuring that you obtain compliant authorizations from Customers and are capable of producing copies of these authorizations if required. A breach of the NACHA rules makes you potentially liable for penalties and fees, as well as reversal of any related transaction. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction. Any Disputes or unauthorized Charges using the ACH network may result in you becoming unable to accept ACH payments.
2. 1 Definition: “User Data” means all data, information, communications, text, files, photographs, graphics, video, messages or other materials or content, uploaded, submitted, posted or otherwise provided to the Hint Health Service (and/or the Site) by or for you, including without limitation data relating to your Members and their interactions with you and your services. User Data is yours (and, if applicable, your Members’), and Hint Health makes no claim to ownership of User Data or any rights associated therein that are not explicit granted in these Terms or any other binding agreement between you and Hint Health.
2. 3 Protection and Privacy of User Data: Hint Health acknowledges that, in some cases, User Data may include sensitive, confidential, or proprietary information related to you or your Members. Hint Health has implemented and maintains appropriate technical and organizational safeguards to protect User Data. Hint Health also offers specific terms applicable to any PHI in a Business Associate Agreement, as described in Section 2.4 below.
3.1 Hint Health Intellectual Property Rights: Hint Health and its licensors retain all right, title and interest in and to all Intellectual Property Rights associated with or arising out of the Hint Health Service (including all information, content, and other materials therein, excluding User Data) provided under these Terms of Service. For purposes of these Terms of Service, “Intellectual Property Rights” means all patents and inventions (whether patentable or not), trademarks and all goodwill associated therewith, copyrights and copyrightable works (including software), trade secrets, know-how and other confidential and proprietary information, and all other forms of intellectual property rights. Hint Health reserves all rights not explicitly granted by these Terms of Service.
3.2 License to Customer Content: To the extent you or your Members provide to Hint Health any information, content, data, or other materials to Hint Health in connection with the Hint Health Service (collectively, the “Customer Content”), you hereby grant to Hint Health a sublicensable, non-exclusive license to use and reproduce the Customer Content and any Intellectual Property Rights associated therewith solely for (a) providing the Hint Health Service, the Site, or any other related services, and (b) for Hint Health’s internal business purposes, provided that Customer Content used for such purposes is aggregated and anonymized. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant the foregoing license and to permit Hint Health to exercise all rights in the Customer Content granted hereunder. For the avoidance of doubt, to the extent the Customer Content includes User Data, the terms of Section 2 (and not this Section 3.2) shall apply to such User Data.
4.1 Fees: You agree to pay Hint Health the fees associated with the Hint Health Service or other services or offerings provided to you by Hint Health (“Fees”) pursuant to the pricing schedule found at www.hint.com/pricing, unless an alternate pricing schedule is agreed to in writing between you and Hint Health in other applicable order documentation or notices (the agreed upon pricing schedule, an “Order”). Hint Health will provide Customer with a regular invoice detailing the Fees owed according to the applicable Order. All Fees paid are non-refundable and non-creditable.
4.2 Changes to Pricing: Hint Health may change or update its pricing schedule found at www.hint.com/pricing from time to time in its sole discretion. Any such change or update will become effective automatically upon its posting. In the event such change or update effects the Fees owed by you to Hint, Hint Health will provide written notice to you at the contact information associated with your user account. Upon receipt of such notice, you may terminate these Terms of Service pursuant to the termination provisions below. If you do not terminate these Terms of Service, your continued use and access of the Hint Health Service shall constitute acceptance of the changed or updated pricing schedule and any applicable Order between you and Hint Health will be amended accordingly. Hint Health reserves the right to provide the Hint Health Service, or certain features or functionalities thereof, free of charge, and doing so will not be construed to limit in any way Hint Health’s right to charge applicable fees for such services, features, or functionalities as described herein.
4.3 Additional Offerings: Hint Health may offer certain additional products or services to you during the Service Term (“Additional Offerings”). Customer may accept or reject any Additional Offerings offered by Hint Health pursuant to the terms and conditions associated with the Additional Offerings. If Customer accepts any Additional Offerings, any additional Fees owed with respect to the Additional Offering will be added to the applicable Order and will be subject to the same payment terms and conditions, unless otherwise stated in writing by Hint Health.
4.4 Payment Terms: Unless otherwise specified in an applicable Order, you will pay all Fees within thirty (30) days of the date indicated in the invoice. All Fees are payable in United States dollars. You may specify a form of electronic payment at the time you register with Hint Health for the Services, or, if no such payment form is specified, you will pay the Fees using a form of payment described in the invoice. Any Fees that are not received from you when due will accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment is due until the date paid. You agree to keep all information provided to Hint Health with respect to payment methods (such as credit card information) accurate and up to date.
4.5 Taxes: Each party is responsible for all taxes levied against that party in connection with these Terms of Service. If for any reason Hint Health has an obligation to collect or pay taxes for which you are responsible, such amounts paid will be added to the Fees and will be subject to the same payment terms and conditions, unless otherwise stated.
5.1 Enabling Hint Connect: You may, at your option, enable “Hint Connect” which is a feature of the Hint Health Service that incorporates certain applications and platforms into the Hint Health Service (each, a “Hint Connect App”) that are offered by third parties not operated or controlled by Hint Health (each, a “Hint Connect Partner”). You acknowledge that Hint Health provides connections with Hint Connect Partners solely as a convenience to you.
5.2 No Warranties: You acknowledge and agree that Hint Health does not verify, make any representations or warranties with respect to any applications, platforms or other offerings by Hint Connect Partners; that Hint Health takes no responsibility for such Hint Connect Partners, including, without limitation, the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications and/or platforms. You are responsible for carrying out your own due diligence before integrating with any Hint Connect Partner, including review of any applicable terms and conditions and privacy policies associated with a Hint Connect App. If you have any questions or concern about Hint Connect, please contact us at firstname.lastname@example.org.
6.1 Hint Health represents and warrants that the Hint Health Service substantially conforms to the operational features and documentation available on the Site, and that Hint Health will provide the Hint Health Service in a manner consistent with generally accepted industry standards. In the event of an alleged breach of this limited warranty, you will notify Hint Health regarding such breach within thirty (30) days after the incident giving rise to the claim of breach of this limited warranty, and Hint Health will, as your sole and exclusive remedy for such breach, use commercially reasonable efforts to cure the breach in compliance with this limited warranty.
6.2 Except as specifically provided in this section, Hint Health makes no warranties, express or implied, statutory or otherwise, with respect to the Hint Health Service, Hint Health Content, or any other products, services, materials or anything else provided under these Terms. Hint Health specifically disclaims all other warranties, express and implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from a course of dealing or usage or trade, and all such warranties are hereby excluded to the fullest extent permitted by law. Except as expressly provided in these Terms, the Hint Health Service is provided on an “as-is” and “as available” basis.
7.1 Indemnification: You agree to defend, indemnify, and hold Hint Health, its officers, directors, employees and agents harmless from and against any and all third-party claims, liabilities, losses, and expenses, including without limitation reasonable attorneys’ fees and costs, arising out of or in any way connected (i) your use of the Site and the Hint Health Service; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any Applicable Law, including without limitation HIPAA; and (v) your gross negligence, recklessness, or willful misconduct.
7.2 Limitation of Liability: To the maximum extent permitted by Applicable Law, in no event shall Hint Health, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site or the Hint Health Service. Under no circumstances will Hint Health be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site, the Hint Health Service or your account or the information (including User Data) contained therein. In no event will Company's (or its affiliates’, officers’, directors’, employees’, agents’ and licensors’) cumulative liability to you exceed the amounts paid by Customer to Hint Health hereunder during the twelve (12) months immediately prior to the event giving rise to such liability. Please note that some jurisdictions do not allow for such exclusion or limitations, so the foregoing limitations or exclusions may not apply to you.
8.1 Termination by You: You may terminate these Terms of Service at any time for any reason or no reason upon thirty (30) days prior written notice, which termination will become effective upon the end of thirty (30) day notice period or the end of the then-applicable Service Term, whichever is later. For the avoidance of doubt, you will remain liable for any Fees, including periodic subscription fees, that become due prior when the termination becomes effective.
8.2 Termination by Hint Health: Hint Health may terminate these Terms of Service (including, as a consequence thereof, your access to the Hint Health Service) (a) upon material breach of these Terms of Service by you (including but not limited to failure by you to pay Fees when due); provided that Hint Health gives written notice to you of the material breach and such material breach is not cured within thirty (30) days thereafter; or (b) at any time for any reason or no reason upon thirty (30) days prior written notice. Termination pursuant to Section 8.2(a) will be effective immediately, and termination pursuant to Section 8.2(b) will become effective upon the later of the end of the thirty day notice period or the end of the then-applicable Service Term.
8.3 Suspension of Service: Notwithstanding anything in these Terms of Service to the contrary, Hint Health reserves the right to immediately suspend access to the Hint Health Service in the event Hint Health reasonably believes that continued provision of the Hint Health Service would result in violation of Applicable Law or the immediate harm to health, property, or the rights of you, of your Members, Hint Health, or any other person or entity
8.4 Effect of Termination: Upon termination, all licenses and other rights granted to you under these Terms of Service will immediately cease and you will no longer be permitted or authorized to access or use the Hint Health Service. For a period of thirty (30) days after the effective date of termination, Hint Health will make available to use the User Data you provided to us upon written request, after which time (unless otherwise required by HIPAA or other Applicable Law) the User Data will no longer be accessed by you and, upon written request, will be destroyed or returned to you unless Hint Health is legally obligated to maintain such User Data. Sections 1.3, 1.4, 1.5, 1.7, 2.1-2.4, and 6-9 of these Terms of Service will survive any termination or expiration of these Terms of Service.
9.1 Governing Law: These Terms of Service are governed by the laws of the State of California without regard to principles of conflicts of law.
9.2 Assignment: You may not assign or otherwise transfer these Terms of Service or any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without prior written consent of Hint Health.
9.3 Severability: If any provision of these Terms of Service are held invalid or unenforceable under Applicable Law by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.
9.4 No Waiver: The failure of Hint Health to enforce any provision right or remedy in this Agreement shall not constitute a waiver of such provision, right or remedy.
9.5 Relationship of the Parties: Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
9.6 Electronic Notices: Hint Health may provide notices to you with respect to this Agreement or the Hint Health Service by posting such notices to your Hint Health Service account or by sending them to the e-mail address or other contact address you provide upon sign-up, registration or setting up your account. Any such notices shall be deemed properly and timely given to you hereunder. You consent to the use of (a) electronic means to complete this Agreement and to provide you with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Hint Health Service and the Site.
9.7 Entire Agreement: These Terms of Service (together with any terms and conditions expressly incorporated herein by reference, including without limitation the applicable Business Associate Agreement between you and Hint Health) constitute the entire agreement between you and Hint Health with respect to the subject matter hereof and governs your use of the Hint Health Service and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between you and Hint Health with respect to such subject matter; provided, however, that if these Terms of Service are incorporated into an MSA between you and Hint Health, then such MSA (together with any terms and conditions expressly incorporated therein by reference, including without limitation the then-current Terms of Service and the applicable Business Associate Agreement) shall constitute the entire agreement between you and Hint Health with respect to the subject matter hereof and governs your use of the Hint Health Service and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between you and Hint Health with respect to such subject matter.