Terms of Use

Last Updated: June 21, 2018

 

TALON Terms of Use

These Terms of Use are by and between MMS Analytics, Inc. d/b/a MyMedicalShopper™ (“MMS”) and its both paying and non-paying clients (“Client”). MMS and Client are referred to collectively as “the Parties”.

Our Terms of Use (the “Terms” or “TOU”) are important and affect your legal rights, so please read them carefully. Note that Section 18 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

By accessing or using the websites, mobile applications (“apps”), or blogs (collectively, the “Sites”) provided by MMS Analytics, Inc. dba MyMedicalShopper or our subsidiaries or other affiliates (collectively, “MyMedicalShopper,” “MMS,” “we,” “us” or “our”) that link to these Terms, you agree to be bound by these Terms and all of the terms incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Sites.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services, or otherwise. If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

MMS Analytics, Inc. reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites, or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites. If you do not agree to the revised Terms, you may not access or use the Sites.

 

Privacy, Security, and HIPAA

Please refer to our Privacy Policy for information about how we collect, use, and disclose information about you.

Privacy and your Personal Information

By accessing and using the Sites, you agree and acknowledge that you may provide to us your personal information including without limitation health information ("Personal Information"). This information is used by us to provide you with enhanced features and services.

MyMedicalShopper administers this data in a manner that is consistent with applicable state and federal laws, rules, regulations, or other legal obligations.

Except as set forth below, MyMedicalShopper will not share your Personal Information with employers or any third party unless (i) you authorize the third party to access such information; or if (ii) you are provided access to the application as part of your benefit package for the purposes of reimbursing healthcare expenses; or if (iii) you have enrolled through a third party for access to MyMedicalShopper so as to allow the third party to distribute funds to or from a health reimbursement arrangement (HRA), health savings account (HSA), flexible spending account (FSA), or similar tax-advantaged health benefit account, or to

(iv) facilitate the administration of the MyMedicalRewards program, by which you earn nominal rewards for receiving care relative to set reference prices. In the case of reimbursement of healthcare expenses by a third party, you agree that your Personal Information will be accessible by the third party. In the case of the sign-up through a third-party site or mobile app, you agree that such information will be made available to the third party and the third party's privacy policy will apply.

You acknowledge and accept that MyMedicalShopper may disclose Personal Information in response to legal process to appropriate legal or private parties to respond to claims and legal process (including but not limited to subpoenas) to protect the property and rights of MyMedicalShopper or a third party, to protect the safety of the public or

any person, or to prevent or stop activity it may consider to be, or to pose a risk of being, illegal, unethical, or legally actionable.

Data Aggregation

MyMedicalShopper may aggregate your Healthcare and Financial Information as part of our Service. "Aggregate Information" is defined as information that has been cleansed to remove all individual identifying information, including but not limited to: your name, date of birth, health plan member ID, MMS User ID, and any other claim information that could be reasonably used to re-identify any individual.

You understand that this de-identified, aggregated data is essential for populating the data behind the MyMedicalShopper platform, and that your use of certain premium site features requires your consent to share your own Personal Information with MyMedicalShopper for the benefit of all users. You understand that MyMedicalShopper takes reasonable measures to remove any Personal Information that may allow for patient identification or re-identification. Although MyMedicalShopper may use your Personal Information to provide specific services for you as described in Section 1.A. above, Personal Information is never stored or used for the purpose of data aggregation. You understand that MyMedicalShopper may record and save claim information such as claim ID, procedure code, procedure name, associated procedure codes and names, provider name, charged amounts, paid amounts, copay amounts, coinsurance amounts, deductible amounts, month of services, or other non-personal information about healthcare services you may receive.

You acknowledge and accept that MyMedicalShopper may employ third- party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform improvements to the Service (e.g., without limitation, maintenance services, database management, web analytics and improvement of the MyMedicalShopper web site's features) or to assist us in analyzing how our Service is used. These third parties have access to personal information only to perform these tasks on our behalf are contractually required not to disclose or use it for any other purpose.

You acknowledge and accept that MyMedicalShopper may sell, transfer or otherwise share some or all of its assets, including Personal Information, in connection with a merger, acquisition, reorganization, or sale of assets, or in the event of bankruptcy.

Security and HIPAA

MyMedicalShopper implements administrative, physical, and technical safeguards to protect the security and confidentiality of Healthcare and Financial Information in its databases; and MyMedicalShopper maintains reasonable policies to limit access and detect, contain, and correct security violations. You agree to protect and provide for the privacy and security of all Healthcare and Financial Information accessed using the Service.

 

Service Levels

MyMedicalShopper uses best efforts to provide access to the Service. MyMedicalShopper provides no guarantee of access to the Service. MyMedicalShopper does not assume responsibility for the timeliness, accuracy, completeness, deletion, non-delivery, or failure to store any Healthcare and Financial Information, or other information or settings. For instance, when displayed through the Service, Healthcare and Financial Information is only updated as of the indicated time, which reflects the date and time on which the Healthcare and Financial Information was obtained from the applicable third-party website.

 

Trademarks

For the purposes of this Agreement, MyMedicalShopper grants to the Subscriber a limited, non-exclusive, non-transferable, non- sublicenseable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of MyMedicalShopper (each, a "MyMedicalShopper Mark") for the purpose of promoting or advertising that You use the Service, solely in accordance with the terms and conditions of this Agreement. In return the Subscriber hereby grants MyMedicalShopper a limited, non- exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to display your company, employer, or other third- party trade names, trademarks, service marks, logos, domain names and

the like for the purpose of promoting or advertising that the Subscriber and Subscriber's employer use the Service.

In using MyMedicalShopper Marks, Subscriber may not: (i) display a MyMedicalShopper Mark in any manner that implies a sponsorship or endorsement by MyMedicalShopper; (ii) use MyMedicalShopper's Marks to disparage MyMedicalShopper or its products or services; or

(iii) display a MyMedicalShopper Mark on a site that violates any law or regulation.

Notwithstanding the above, MyMedicalShopper may determine in its sole discretion whether MyMedicalShopper Marks may be used in connection with your Application, mobile application, or website.

Furthermore, we may modify any MyMedicalShopper Marks provided to Subscriber at any time, and upon notice, the Subscriber will use only the modified MyMedicalShopper Marks and not the old Eligible Marks.

Other than as specified in this Agreement, Subscriber may not use any MyMedicalShopper Mark unless Subscriber obtains MyMedicalShopper's prior written consent. All uses of the MyMedicalShopper's Marks and goodwill associated therewith shall inure to the benefit of MyMedicalShopper.

 

Eligibility

The Sites are not targeted toward or intended for use by anyone under the age of 18. By using the Sites, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites, (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.

 

Registration, Account, and Communication Preferences

In order to access and use certain areas or features of the Sites, you will need to register for a MyMedicalShopper account. By creating an account, you agree to (a) provide accurate, current, and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Sites on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account.

By creating a MyMedicalShopper account, you also consent to receive electronic communications from MMS (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, blogs, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

 

Terms of General Understanding

The MyMedicalShopper website is offered by MMS Analytics, Inc. By using the Sites, you confirm that you have read, understand, and agree to the following Terms of Understanding. If you do not agree with these Terms of Understanding, you may not access or use the Sites.

You should exercise independent judgment before applying any information provided on the MyMedicalShopper website or mobile apps to your own financial and health management needs. Each person's financial and healthcare needs are unique, so there is no guarantee that information provided on the MyMedicalShopper website will accurately reflect your own individual needs.

The MyMedicalShopper website provides cost estimates of certain healthcare products and services provided by various healthcare providers to patients who carry private health insurance based on aggregation of amounts paid in actual post-adjudicated medical claims data, provider-carrier contracted rates, fee schedules, or claims averages.

Cost estimates displayed by MyMedicalShopper may differ from your actual cost for many reasons. For example, your estimate may differ from your actual cost if the services you end up receiving are not the same as those for which the estimate was provided. Similarly, estimates for care provided in one type of facility may not be the same as the cost for care provided in another type of facility. The timing of the calculation of your estimate relative to when services are provided can also result in a variance, as subsequent changes in your health coverage or plan and changes in a provider's contract with your health insurance carrier (or status as a designated plan provider) may result in different costs to you. The above are a sampling of examples only and do not cover all factors that may result in a difference between an estimate provided on the MyMedicalShopper website and the actual cost for services.

The MyMedicalShopper website is not intended to provide medical or financial advice. Rather, it is intended only to assist you in the organization of and decision-making relating to your healthcare coverage and payment options. Do not avoid getting healthcare based on the cost information provided on this website. You should always consult your doctor(s) for guidance on your medical care decisions.

The cost estimates and other information provided on the MyMedicalShopper website do not guarantee that you are eligible to have a particular product or service covered under your health plan. In addition, preauthorization and referrals may be required for certain products or services to be covered. Accordingly, before making any final decisions, you should review your specific health plan documents to determine whether, and to what extent, any products or services will be covered, as well as seek advice from your healthcare provider or others fully aware of your individual circumstances. You should contact your health plan carrier if you have questions about your coverage. All claims will be processed in accordance with the terms of coverage provided under your specific health plan. You will be financially responsible for products or services not covered by your health plan.

MyMedicalShopper's proprietary quality metric, ProScore, is intended to provide context by which to compare the relative frequency and specialization of a given procedure performed at a given provider. You understand that the ProScore and any other proprietary or third-party quality or outcome metrics should be used for informational purposes only, and that MyMedicalShopper makes no guarantees to their accuracy or utility. You are solely responsible for independently researching and making decisions about the quality or outcomes of any healthcare provider from which you decide to receive care. You should consult with your doctor(s) and/or health insurance carrier for guidance in seeking high-quality providers.

MyMedicalShopper may display labels, flags, or other indicators to show you providers that are in-network or out-of-network based on integration you authorize with your health plan website or member portal. You understand that this information is provided for your convenience by a third-party website or service that makes no guarantees that this information is accurate or up to date. You are solely responsible for independently researching and making decisions about the plan network of any healthcare provider from which you decide to receive care. You should consult with your doctor(s) and/or health insurance carrier for guidance in seeking in-network providers.

Use of the MyMedicalShopper website does not increase or decrease the benefits provided by your health plan. If there is a difference between the information on this website and your official health plan documents, your official health plan documents will control.

Self-care informational services which provide general medical and health information may be available through the MyMedicalShopper website. These communications are for general educational and informational purposes and should not be a substitute for obtaining medical treatment by an appropriate healthcare professional. Such communications should not be relied upon as the practice of medicine by MyMedicalShopper or any third-party partner, affiliate, or content provider.

The MyMedicalShopper website may include links to third-party websites which may include opinions, information, or recommendations of various third parties. MyMedicalShopper does not warrant or guarantee the accuracy of, or endorse the recommendations of, any

content included on third-party websites or guarantee the privacy and security of your information provided on such websites. Your use of third-party websites is subject to the terms of use and the privacy and security policies applicable to such websites. You should evaluate the privacy and security policies of such websites prior to providing any information to them.

 

Your Registration Information

In order to access certain features of the Website and Services, you may be required register to create an account (“Account”), become a MyMedicalShopper member (a “Member”), and supply certain information about yourself (“Registration Information”). Furthermore, our third-party partners may be assigned Account and/or password information, including login ID credentials for you. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your login ID, allows you to access the Service.

By providing us or any third-party MyMedicalShopper partner with your e-mail address, you agree to receive all required notices electronically at that email address. It is your responsibility to update or change the email address on file with us or an applicable third-party MyMedicalShopper partner, as appropriate. If you become aware of any unauthorized use of your Registration Information or Account, you agree to immediately notify MyMedicalShopper or the third-party MyMedicalShopper partner, as applicable.

 

Your Use of the Services

Your right to access and use the Website and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Website and Services for lawful purposes. You are solely responsible for all transactions and transmissions that occur through the use of your Account.

Accurate records enable MyMedicalShopper to provide the Services to you. You must provide true, accurate, current, and complete information about your accounts maintained at other websites, as requested in our “add account” setup forms, and you may not misrepresent your Registration Information. In order for the Services to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services to you will be affected. Moreover, you acknowledge and agree that you will only use the Services to submit reimbursement claims that are eligible for special tax treatment pursuant to applicable laws governing flexible spending accounts (FSA), health reimbursement accounts (HRA) or limited flexible spending accounts, as applicable.

Your access and use of the Website and Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Website, or other actions that MyMedicalShopper, in its sole discretion, may elect to take. You understand that certain features of your MyMedicalShopper account rely on technical integrations other third-party sites and services, such as your health plan website or member portal. MyMedicalShopper cannot guarantee the reliability or functionality of these third-party sites and services, and by using the Service you understand that MyMedicalShopper is not responsible for any interruptions in service related to technical integrations with third- party sites and services.

 

Account Information from Third-Party Sites

Members may direct MyMedicalShopper to retrieve their own information (“Account Information”) maintained online by certain third- party insurance company and healthcare-related websites (collectively, “Healthcare Websites”) with which they have customer relationships, maintain accounts, or engage in healthcare transactions.

MyMedicalShopper makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non- infringement. MyMedicalShopper is not responsible for the products and services offered by or on third-party sites.

Please note that your relationship with each Healthcare Website is governed by the agreement you have with such Healthcare Website and any information you provide to such Healthcare Website or that is held by the Healthcare Website and the storage thereof, is subject to such

agreement. Any risk of loss relating to healthcare information that you make available via the Website and Service lies entirely with you.

MyMedicalShopper cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings, or other service interruptions.

MyMedicalShopper cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from a Healthcare Website. Such information may be more up-to-date when obtained directly from the relevant Healthcare Website.

 

MyMedicalShopper Offers and Third-Party Links

The Website may contain links to third-party websites or resources offered by third parties that may be complementary to your use of the Website, such as reimbursement account eligible healthcare products (collectively, “MyMedicalShopper Offers”). These MyMedicalShopper Offers may be custom-matched to you based on information stored in the Service, queries made through the Service or other information.

MyMedicalShopper does not endorse, warrant, or guarantee the products or services available through the MyMedicalShopper Offers (or any other third-party products or services advertised on or linked to from the Website) and MyMedicalShopper is not an agent or broker or otherwise responsible for the activities or policies of those third-party websites.

MyMedicalShopper does not guarantee that the MyMedicalShopper Offers products are Section 125 eligible or eligible as part of your employer’s plan.

 

Online and Mobile Alerts

MyMedicalShopper may from time to time provide automatic alerts and voluntary Account-related alerts. Automatic alerts may be sent to you following certain changes made online to your MyMedicalShopper Account, such as a change in your Registration Information.

Voluntary Account alerts may be turned on by default as part of the Services. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your Account. MyMedicalShopper may add new alerts from time to time or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address for your Account. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change.

Because alerts are not encrypted, we will never include your passcode. However, alerts may include your Account Login ID and some information about your Account. Depending upon which alerts you select, information such as an account balance or notification of an existing reimbursement claim amount may be included. Anyone with access to your email will be able to view the content of these alerts. At any time, you may disable future alerts.

You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors.

MyMedicalShopper uses its best efforts to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that MyMedicalShopper shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

 

Rights You Grant to MyMedicalShopper

By submitting information, data, passwords, usernames, PINs, other log- in information, materials, and other content (“Content”) to MyMedicalShopper through the Service, you are granting a license to MyMedicalShopper to use the Content for the purpose of providing the Services. MyMedicalShopper may use and store the Content, but only to provide the Service to you (unless otherwise stated herein or in the Privacy Policy). By submitting any Content to MyMedicalShopper, you represent that you are entitled to submit it to MyMedicalShopper for use

for this purpose, without any obligation by MyMedicalShopper to pay any fees or other limitations.

By using the Services, you expressly authorize MyMedicalShopper to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Insurance Integration” feature of the Services, you will be directly connected to the website for the third party you have identified. MyMedicalShopper will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit MyMedicalShopper to use and store information submitted by you to the Services (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third-party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Service, you grant MyMedicalShopper a limited power of attorney, and appoint MyMedicalShopper as your attorney-in-fact and agent, to access third- party sites, retrieve and use your Account Information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. You acknowledge and agree that when MyMedicalShopper is accessing and retrieving Account Information from third-party sites, MyMedicalShopper is acting as your agent, and not as the agent of or on behalf of the third party. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.

 

MyMedicalShopper’s Intellectual Property Rights

The contents of the Website, including its user interface design (e.g., logos and button icons, images, graphics, text), photographs, editorial content, notices, software and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Website belong or are licensed to MyMedicalShopper. MyMedicalShopper grants you the right to view and use the Website subject to the terms and conditions of this Agreement.

You may download or print a copy of information provided on the Website for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Website, in whole or in part, for any other purpose is expressly prohibited without our prior written consent.

 

General Prohibitions

You agree that you will not do any of the following:

  • Use any scraper, crawler, robot, spider, deep link, or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy, or monitor the Website, or any portion of the Website, without MyMedicalShopper’s express written consent, which may be withheld in MyMedicalShopper’s sole discretion;
  • Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Website or the Service.
  • Use the Website or Services to transmit, copy, reproduce, republish, upload, post, transmit, email, or distribute in any way material or content that infringes any copyright, trademark, proprietary, or other right of any party or that violates this Agreement;
  • Copy (except as set forth above for noncommercial personal use), modify, distribute, create any derivative or compilation work from, or display MyMedicalShopper’s name or logo, or any text, graphic images, or other content from the Website or redeliver such content using framing or similar technology;
  • Use any device designed to provide repeated automated access to any Website other than those made generally available by MyMedicalShopper;
  • Collect, harvest, or store personal data about other users of the Website or the Service;
  • Upload, email, or otherwise transmit to MyMedicalShopper or through the Website or any MyMedicalShopper computer network any of the following: a sexually-explicit image or statement; advertising, promotional, or other unauthorized communication, including without limitation, “junk mail,” surveys, unsolicited email, “spam,” “chain letters,” “pyramid schemes,” or other
  • inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or any other computer code, files or programs that might interrupt, limit or interfere with, damage, surreptitiously intercept or expropriate any system, data or information related to the Website or any computer software, hardware or communications equipment that is owned, leased, or used by MyMedicalShopper;
  • Use the Website or Service to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
  • Take any action that imposes, or may impose, in MyMedicalShopper’s sole discretion, an unreasonable or disproportionately large load on MyMedicalShopper’s computer system or infrastructure;
  • Interfere or attempt to interfere with the proper operation of the Website, the Service, or any activities conducted on the Website; or
  • Bypass measures used by MyMedicalShopper to prevent or restrict access to the Website or the Service, violate or attempt to violate the security or authentication measures of the system, or attempt to prove, scan, or test the vulnerability of a system or network without proper written authorization from MyMedicalShopper.

 

Content You Provide or Transmit

With respect to any Content you submit to or through the Website or Services (whether by email, a user submissions form, or otherwise), you represent and warrant that:

  • the Content does not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, right of publicity, right of personality, or privacy rights, of any third party;
  • if your employer has rights to the Content, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
  • the Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
  • the Content is not identified in a manner that misleads readers into thinking that you are another person or company; and
  • if the Content constitutes a reimbursement claim, such claim is FHA/HRA or Limited FSA eligible, whichever is applicable.

Without limiting any of the foregoing representations and warranties, MyMedicalShopper has the right (though not the obligation) to, in MyMedicalShopper’s sole discretion (i) refuse or delete any Content that, in MyMedicalShopper’s reasonable opinion, violates any MyMedicalShopper policy or is in any way harmful or objectionable, or

(ii) terminate or deny access to and use of the Website or Services to any individual or entity for any reason, in MyMedicalShopper’s sole discretion. MyMedicalShopper will have no obligation to provide a refund of any amounts previously paid. By submitting Content to MyMedicalShopper, you grant MyMedicalShopper a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content, subject to the terms and conditions of this Agreement and the Privacy Policy.

 

DISCLAIMER OF WARRANTIES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE WEBSITE, THE SERVICES, AND ALL INFORMATION, SERVICES, SOFTWARE AND CONTENT AVAILABLE THROUGH THE WEBSITE OR THE SERVICE, ARE FURNISHED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND ARE FURNISHED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLIED OR EXPRESSED WARRANTY OF ANY KIND (INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS AND NON- INFRINGEMENT). MYMEDICALSHOPPER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES (COLLECTIVELY, THE MYMEDICALSHOPPER PARTIES”) MAKE NO REPRESENTATION OR WARRANTY REGARDING, ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY FOR, THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF THE WEBSITE, SERVICES OR ANY MATERIAL ON THE WEBSITE, THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR COMPUTER SYSTEM, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER DISABLING DEVICE FROM ANY SOURCE, THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION BY A PARTY OTHER THAN MYMEDICALSHOPPER, ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NO ONE IS AUTHORIZED TO MAKE ANY WARRANTY ON MYMEDICALSHOPPER'S BEHALF, AND YOU CANNOT RELY ON ANY OTHER STATEMENT OF WARRANTY. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, AND LEGALITY OF ANY INFORMATION YOU SUPPLY TO MYMEDICALSHOPPER. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES DESCRIBED IN THIS SECTION, SOME OF THESE WAIVERS MAY NOT APPLY TO YOU.

 

No Advice

Neither the Website, nor the Services are intended to, and should not be relied upon to, provide legal, health or financial advice.

MyMedicalShopper is not a healthcare or financial planner or advisor. The Website and Services are intended only to assist you in organizing, understanding, and managing your healthcare-related spending and are broad in nature and in scope. Your personal healthcare related situation is unique, and any information and advice obtained through the Website and/or Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any healthcare related strategy, you should consider obtaining additional information and advice from professional advisers who are fully aware of your individual circumstances.

 

LIMITATION OF LIABILITY

YOU AGREE THAT THE MYMEDICALSHOPPER PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE MYMEDICALSHOPPER PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), WHETHER IN CONTRACT, TORT, TRESPASS OR OTHERWISE EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO MYMEDICALSHOPPER TO PURCHASE THE PARTICULAR PRODUCTS OR SERVICES WHICH FORM THE BASIS OF YOUR CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (U.S. $100.00) IF YOU HAVE NOT PAID ANY AMOUNTS TO MYMEDICALSHOPPER. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE LIMITATIONS OR WAIVERS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY MYMEDICALSHOPPER IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST THE MYMEDICALSHOPPER PARTIES, AND, IN ANY EVENT,

YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE

(1) YEAR OF YOUR DISCOVERY SHALL BE DEEMED WAIVED AND RELEASED.

 

Indemnification

You agree to indemnify and hold harmless MyMedicalShopper, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of: (i) breach of this Agreement; (ii) your use or misuse of the Website or the Services; (iii) violation of any person’s or entity’s legal rights (including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights, or publicity, contract, moral, or privacy rights); (iv) violation of any applicable law, rule, or regulation; (v) negligence, recklessness, or misconduct; or (vi) unauthorized use of your Account Information by a party other than MyMedicalShopper.

 

Modifications

MyMedicalShopper reserves the right, at its sole discretion, to modify or replace any part of this Agreement. If we make material revisions to this Agreement, we will use the date at the top of this Agreement to indicate the date it was last revised. The revised Agreement will be effective immediately upon its being posted on this Website. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website or Services following the posting of any changes to this Agreement constitutes acceptance of those changes. MyMedicalShopper may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

 

Governing Law and Dispute Resolution

This Agreement, and your relationship with MyMedicalShopper under this Agreement, shall be governed by the laws of the State of New Hampshire without regard to its conflict or choice of laws provisions.

If a dispute arises between you and MyMedicalShopper, its officers, directors, employees, agents, affiliates, or any of them, the parties agree to work in good faith to quickly and amicably resolve the dispute. All disputes, claims, or controversies (each a “Claim”) arising under or relating to this Agreement, the Website, or the Services that cannot be resolved informally, will be finally resolved by binding arbitration as described herein.

Any dispute arising under or related to this Agreement, the Website, or the Services (including the arbitrability of such a dispute and the existence, validity, interpretation, performance, termination, or breach thereof) shall be finally settled by binding arbitration by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), with the arbitration to be commenced no later than one (1) year after such Claim accrues (in absence of which it shall be deemed forever waived). A judgment upon an arbitrator’s award may be entered by any court of competent jurisdiction. To the extent permitted by applicable law, you agree that there shall be no class action arbitration related to this Agreement, the Website, or the Services. All parties shall bear their own expenses, except that the parties shall equally share the expenses of the arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the related Claim). The above obligations to arbitrate shall not prevent a party from seeking a preliminary injunction, temporary restraining order, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute.

Exclusive jurisdiction and venue for arbitration or any other legal action or proceeding in any way related to the Website, the Services, or this Agreement shall be in New Hampshire. Any matter brought before a court shall be brought solely in the state or federal courts located in New Hampshire. Notwithstanding the foregoing, in the event of a dispute in which MyMedicalShopper alleges that you have violated any of MyMedicalShopper’s intellectual property rights, the foregoing arbitration obligations shall not apply, and MyMedicalShopper shall have the right to proceed against you in any manner warranted under law.

You acknowledge and understand that, with respect to any dispute with MyMedicalShopper, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Website, the Services, or this Agreement:

  • You are giving up your right to have a trial by jury; and
  • You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.

 

Miscellaneous

For purposes of this Agreement, the parties hereto shall be independent contractors and neither shall at any time be considered an agent or employee of the other. No joint venture, partnership, or like relationship is created between the parties by this Agreement.

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.

You agree that if MyMedicalShopper does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which MyMedicalShopper has the benefit of under any applicable law), this will not be taken to be a formal waiver of MyMedicalShopper’s rights and that those rights or remedies will still be available to MyMedicalShopper.

All covenants, agreements, representations and warranties which by their nature should survive that termination of this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement (e.g., limitation of liability, disclaimer of warranties, dispute resolution, indemnification).

This Agreement, along with any MyMedicalShopper written Subscription Services Agreement currently in effect between MyMedicalShopper and you, constitute the entire and exclusive understanding and agreement between MyMedicalShopper and you regarding the Website, Services and Content, and supersede and replace any and all prior oral or written understandings or agreements between MyMedicalShopper and you regarding the Website, Services and Content. If there is a conflict between the terms of this Agreement and the terms of a MyMedicalShopper Services Agreement currently in effect between MyMedicalShopper and you, the terms of the MyMedicalShopper Services Agreement which conflict will prevail.

 

Contacting Us

MyMedicalShopper welcomes your questions or comments regarding these Terms and all other agreements:

By email: support@talonhealthtech.com

By mail: MyMedicalShopper, Inc Legal Department., 99 Bow Street, Suite 100E, Portsmouth, NH 03801