Consent to Telehealth

CLOUDWELL HEALTH CONSUMER END USER AGREEMENT

TERMS OF USE

These Terms of Use govern your use of the Service. The “Service” is the website located at www.CloudWellhealth.com (the “Website”), which is operated by We Prescribe, Inc. dba CloudWell Health and its subsidiaries and affiliates (together, “CloudWell,” “we,” “us”, or “our”), and the services available through the Website, including the services of health care providers employed by or contracted with We Prescribe, Inc. or its affiliated medical practices (“Providers”). The Service is a platform individuals may use to manage their health and receive email, telephone and telecommunications-enabled care from physicians and other health care professionals employed by or contracted with the Providers. By accessing and/or using the Service you agree to be bound by these Terms of Use (this “Agreement”), whether or not you register as a member of CloudWell (“Member”). If you wish to become a Member and make use of the CloudWell service, please read this Agreement.

Please review these Terms carefully before using the Services. We may change these Terms or modify any features of the Services at any time. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Services and in the footer. You accept the Terms by using the Services, and you accept any changes to the Terms by continuing to use the Services after we post the changes.

Withdrawing Your Consent. You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form. To withdraw your consent, please send an email to [email protected] or a letter and self-addressed stamped envelope to: CloudWell Health, 1110 Nuuanu Ave. #A1-298, Honolulu, HI 96817. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, we will discontinue your then-current username and password, and you will not have the right to use the Service unless, and until, we issue you a new username and password. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.

PRIVACY

By using the Services, you consent to our processing your information consistent with our Privacy Policy (https://cloudwellhealth.com/privacy-policy).

IMPORTANT INFORMATION ABOUT YOUR USE OF THE SERVICES

DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY.

CloudWell does not provide any physicians’ or other healthcare providers’ (collectively, “Providers”) services itself. All of the Providers are independent of CloudWell and merely using the Services to communicate with you. Any information or advice received from a Provider comes from the Provider, and not from CloudWell. Your interactions with the Providers via the Services are not intended to take the place of your relationship(s) with your regular health care practitioner(s).

NEITHER CLOUDWELL NOR ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE YOU OBTAIN FROM A PROVIDER VIA THE SERVICE NOR FOR ANY INFORMATION OBTAINED FROM OUR SERVICES. YOU ACKNOWLEDGE YOUR RELIANCE ON ANY PROVIDERS OR INFORMATION PROVIDED BY THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH.

CloudWell does not make any representations or warranties about the training or skill of any Providers using the Services. You are ultimately responsible for choosing your particular Provider on the Services. You hereby certify that you are physically located in the State you have entered as your current location on the Services. You acknowledge that your ability to access and use the Services is conditioned upon the truthfulness of this certification and that the Providers you access through the Services are relying upon this certification in order to interact with you. IN THE EVENT THAT YOUR CERTIFICATION IS INACCURATE, YOU AGREE TO INDEMNIFY CLOUDWELL AND THE PROVIDERS YOU INTERACT WITH FROM ANY RESULTING DAMAGES, COSTS, OR CLAIMS.

Providers may not utilize the Services to provide fee for service consultations to Medicare or Medicaid beneficiaries. In select circumstances, Providers may utilize the Services to provide consultations to participants in a Medicare Advantage or Managed Medicaid plan. If you provide false or deceptive information regarding your Medicare or Medicaid enrollment status, Operator reserves the right to terminate all current or future use of the Services by you.

Non-commercial Use by Members.

The Service is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Service for any purpose. All use of the Service may be investigated including, without limitation, to identify illegal or unauthorized use, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive action. Your use of the Service is with the permission of CloudWell, which may be revoked at any time, for any reason, in CloudWell’s sole discretion.

ACCOUNT ENROLLMENT

To access Providers using the Services, you must first establish an individual user account (“Account”) by providing certain information. You agree that you will not create more than one Account, or create an Account for anyone other than yourself (with the exception of subaccounts established for minor children of whom you are a parent or legal guardian). You agree to provide true, accurate, current, and complete information on the Account enrollment form and to keep this information current and updated as needed.

You represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms of Use.

WEBSITE AND THIRD-PARTY CONTENT

Other than information received directly by you from Providers, the content on the Services should not be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. NONE OF THE CONTENT ON THE SERVICES REPRESENTS OR WARRANTS THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. CloudWell does not recommend or endorse any specific tests, providers, medications, products, or procedures.

The Services may provide links to third-party content. You acknowledge and agree that we are not responsible for the availability of such third-party content, and we do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user’s own risk.

PROHIBITED CONDUCT

You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:

transmit any message or information under a false name or otherwise misrepresent your affiliation or the origin of materials you transmit;
provide information on the enrollment form that is untrue, inaccurate, not current, or incomplete;
transmit any message or information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful;
express or imply that any statements you make are endorsed by CloudWell without our specific prior written consent.
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
interfere with or disrupt the Service or the servers or networks connected to the Service, including any security or access control mechanism.
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
You will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right.
transmit any message or information that infringes or violates the intellectual property, privacy, or publicity rights of others;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate content received through the Services to anyone without prior express permission;
engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble or modify any portion of the Service or any software used on or for the Service or cause or enable others to do so.
use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
attempt to modify, translate, decipher, decompile, disassemble, reverse-engineer, or create derivative works of any of the software comprising or in any way making up a part of the Services; or
“frame” or “mirror” any part of the Service, without CloudWell’s prior written authorization. You will not use meta tags or code or other devices containing any reference to CloudWell or the Service in order to direct any person to any other web site for any purpose.
engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.

PAYMENT AUTHORIZATION

By providing a credit card or other payment method accepted by CloudWell (“Payment Method”), you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your use of the Services, together with any applicable taxes. Please note that CloudWell may not receive complete information from your health insurance plan, if applicable, regarding the applicable co-pay due from you for your consultation. As such, you may be billed more than once with respect to a consultation to account for additional co-pay amounts due, if any.

You agree that authorizations to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify CloudWell of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Services that correspond to consultation fees or the co-payment required by your health plan. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected for insufficient funds, CloudWell may at its discretion attempt to process the charge again at any time within 30 days.

When scheduling a visit with a Provider using the Services, you will be required to provide a Payment Method. If you choose to cancel your scheduled appointment, you must do so at least 24 hours in advance of the scheduled appointment time. Should you choose to cancel your scheduled appointment within 24 hours of the scheduled appointment time, Operator may assess a reservation fee.

You acknowledge and agree that fees for consultations may increase at any time.

Monthly Membership Fee.

You may sign up for a subscription (“Subscription”) whereby CloudWell may charge a monthly membership fee (the “Monthly Membership Fee”) for access to certain features of the Service. The Monthly Membership Fee may be modified by notice in accordance with this Agreement. You may have access to the Service through your employers, professional affiliations, or other organizations, and as a result, the Monthly Membership Fee may not apply to you.
The Monthly Membership Fee covers costs associated with the Subscription, such as the personal services and tools that enhance your healthcare experience on the Service. Such fees are typically not covered by insurance or other health benefits. The services and tools you receive through the Subscription include higher-touch personal services such as insurance and billing navigation, advice on provider selection, specialist booking and referral management, digital tools for easy access to CloudWell services and doctors, as well as lifestyle and wellness offerings. PAYMENT OF THE MONTHLY MEMBERSHIP FEE TO CLOUDWELL IS NOT A REQUIREMENT TO RECEIVE PROVIDER SERVICES ON THE SERVICE. There are options for accessing Provider services on the Service without the Subscription and payment of this fee. To learn more about the Monthly Membership Fee contact us at [email protected].
You are responsible for paying the Monthly Membership Fee when you sign up for the Subscription. The Monthly Membership Fee is likely not a covered benefit under health insurance plans or other healthcare benefit plans such as the Health Saving Account or Flexible Spending Account. As a result, you acknowledge that you may not be able to submit the Monthly Membership Fee for coverage under your insurance or benefit plan, and as such, you are obligated to pay the Monthly Membership Fee.
For your Subscriptions, CloudWell will charge your Monthly Membership Fee to your designated billing account. You agree to make the payment using your chosen payment method. IF YOUR ACCOUNT IS SUBJECT TO THE MONTHLY MEMBERSHIP FEE, YOU AUTHORIZE CLOUDWELL TO CHARGE YOUR CHOSEN PAYMENT METHOD THE MONTHLY MEMBERSHIP FEE AT THE TIME OF INITIAL PAYMENT AND AS A RECURRING CHARGE FOR EACH MONTHLY RENEWAL ON A GOING FORWARD BASIS, UNTIL YOU CANCEL. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS TO AVOID BEING CHARGED THE MONTHLY MEMBERSHIP FEE FOR THE NEXT MONTH. YOU CAN CANCEL YOUR MEMBERSHIP AT ANY TIME BY CONTACTING CLOUDWELL AT [email protected]. IF YOU CANCEL YOUR MEMBERSHIP AND YOUR SUBSCRIPTION TERM HAS NOT EXPIRED, YOU MAY CONTINUE TO USE THE SERVICES UNTIL THE END OF YOUR THEN-CURRENT MEMBERSHIP TERM AND YOUR MEMBERSHIP WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. HOWEVER, YOU WON’T BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE MONTHLY MEMBERSHIP FEE PAID FOR THE THEN-CURRENT MEMBERSHIP PERIOD. If you use the Service to update or cancel any existing authorized one-time or recurring payment, it may take several business days for the update or cancellation to take effect.
If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Monthly Membership Fee, you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge at least 30 days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by contacting CloudWell at [email protected].
ANY FREE TRIAL OR OTHER PROMOTION THAT PROVIDES PAID MEMBER-LEVEL ACCESS TO THE SERVICES MUST BE USED WITHIN THE SPECIFIED TIME OF THE TRIAL. IF YOU DO NOT WISH TO CONTINUE YOUR MEMBERSHIP, YOU MUST CANCEL YOUR TRIAL MEMBERSHIP BEFORE THE END OF THE TRIAL PERIOD IN ORDER TO AVOID BEING CHARGED THE MONTHLY MEMBERSHIP FEE, AS APPLICABLE. IF YOU CANCEL PRIOR TO THE END OF THE TRIAL PERIOD AND ARE INADVERTENTLY CHARGED FOR A MEMBERSHIP, PLEASE CONTACT CLOUDWELL AT [email protected] FOR A REFUND.

INTELLECTUAL PROPERTY RIGHTS

The Services are protected under the copyright laws of the United States and other countries. All copyrights in the Services are owned by us or our third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without our written consent.

Reservation of Rights Not Expressly Granted. CloudWell reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the CloudWell intellectual property.

All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to CloudWell or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as authorized herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of CloudWell, its affiliates, or any third party.

CONSENT TO SERVICES

The Service respects and upholds patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and Accountability Act (“HIPAA”), and, subject to HIPAA regulations, will obtain express patient consent prior to sharing any patient-identifiable information to a third party for purposes other than treatment, payment or health care operations. In addition, by using the Service you are authorizing Providers to release your contact information to CloudWell solely in order for CloudWell to provide you with information about additional services or general wellness. You may opt out of receiving such information by contacting us at [email protected].

By using the Service you also acknowledge the importance of providing a record of your clinical encounters via the Services to your primary care provider. At the end of your consultation, you will have the option to send this record to your primary care provider via email and we encourage you to do so.

PASSWORD SECURITY

You are solely responsible for the security of your username and password, and for any use of the Services using your username and password. You agree to notify us if you have any reason to believe that your username or password has been lost, compromised, or misused in any way. We reserve the right to revoke or deactivate your username and password at any time.

CONSENT FOR TREATMENT PERFORMED

We are providing this information on behalf of Providers:

Telemedicine involves the use of communications to enable health care providers at sites remote from patients to provide consultative services. Providers may include primary care practitioners, specialists, and/or subspecialists. The information may be used for diagnosis, therapy, follow-up and/or education, and may include live two-way audio and video and other materials (e.g., medical records, data from medical devices).

The communications systems used will incorporate reasonable security protocols to protect the confidentiality of patient information and will include reasonable measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption. At the end of each encounter, the patient will be provided an encounter summary, which may be kept for the patient’s records and may be shared with the patient’s local primary care or other provider, as appropriate.

By accepting these Terms, you acknowledge that you understand and agree with the following:

I understand that telemedicine may involve electronic communication of my personal medical information to medical practitioners who may be located in other areas, including out of state.
I understand that I may expect the anticipated benefits from the use of telemedicine in my care, but that no results can be guaranteed or assured.
I understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine; I have received the HIPAA Notice which explains these issues in greater detail.
I understand that my healthcare information may be shared with others (including health care providers and health insurers) for treatment, payment, and healthcare operations purposes. Psychotherapy notes are maintained by clinicians but are not shared with others, while billing codes and encounter summaries are shared with others and with me. If I obtain psychotherapy from Provider, I understand that my therapist has the right to limit the information provided to me if in my therapist’s professional judgment sharing the information with me would be harmful to me.
I further understand that my healthcare information may be shared in the following circumstances:
1. When a valid court order is issued for medical records.
2. Reporting suspected abuse, neglect, or domestic violence.
3. Preventing or reducing a serious threat to anyone’s health or safety.

PATIENT CONSENT TO THE USE OF TELEMEDICINE

Telemedicine may be used for diagnosis, treatment, follow-up and/or patient education, and may include, but is not limited to:

Electronic transmission of medical records, photos/images, personal health information, or other data between a patient and a medical provider; Interactions between a patient and medical provider via audio, video, and/or asynchronous data communications; and Use of output data from medical devices, sound, and video files.

By creating a Member account and accessing the Service (including the Provider services), you acknowledge and agree to this Telehealth Consent and a record of such acknowledgement will be retained in the medical record of the Provider and professional entity providing such services through the Service.

I have read and understand the information provided above, and understand the risks and benefits of telemedicine, and by accepting these Terms I hereby give my informed consent to participate in a telemedicine visit under the terms described herein.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT WILL WE, OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES WHATSOEVER ARISING IN CONNECTION WITH THE USE OF THE SERVICES, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, EVEN IF ONE OR MORE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLOUDWELL’s LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE SERVICES WILL BE TO CEASE USING THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT CLOUDWELL IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT CLOUDWELL IS NOT DETERMINING APPROPRIATE MEDICAL USE OF THE SERVICES. CLOUDWELL, ITS LICENSORS, SUPPLIERS, AND ALL THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RESULTING FROM THE DELIVERY OF HEALTHCARE VIA THE SERVICE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR MEDICAL MALPRACTICE.

CLOUDWELL DOES NOT WARRANT THAT the Service OR ANY PORTION OF the Service, OR ANY MATERIALS OR CONTENT OFFERED THROUGH the Service, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CloudWell cannot guarantee and does not promise any specific results from use of the Service.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES), CLAIMS, DAMAGES AND LIABILITIES RELATED TO OR ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY ALLEGED VIOLATION BY YOU OF THESE TERMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE OF ANY CLAIM FOR WHICH WE ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH EVENT, YOU SHALL PROVIDE US WITH SUCH COOPERATION AS WE REASONABLY REQUEST.

CHOICE OF LAW AND FORUM

The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located outside the United States. You agree that your access to and use of the Services will be governed by and will be construed in accordance with the laws of the State of Hawaii without regard to principles of conflicts of laws. You agree that any claim or dispute against us arising out of or relating to the Services must be resolved by a federal district court located in Honolulu, Hawaii, unless agreed upon by all parties.

MISCELLANEOUS

These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.

Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

Use of the Service is also governed by our privacy policy, which may be found here. You authorize CloudWell to use and publish any comments you choose to share about the Service, including comments shared in patient satisfaction surveys, unless otherwise specified. CloudWell will only publish comments using your first name and last initial. If you choose to share your protected health information over email, telephone or video communications you acknowledge that such email, telephone or video communications may not be encrypted and/or may not be a secure method of communication, and you assume the risk of such unsecured communications.

By providing the information above, I grant permission for a Licensed Insurance Agent to contact me regarding my Medicare options including Medicare Supplement, Medicare Advantage, and Prescription Drug Plans. Not affiliated with or endorsed by the Government or Federal Medicare Program.

Behavioral Health Services

The Terms and Conditions

The following are the Terms and Conditions (the “Agreement”) which govern your access and use of our online platform through which therapy may be provided (collectively the “Platform”). The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the website Cloudwellhealth.com and its related apps. By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform. When the terms “we”, “us”, “our” or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the “Company”).
The Therapists and Therapist Services

The following are the Terms and Conditions (the “Agreement”) which govern your access and use of our online platform through which therapy may be provided (collectively the “Platform”). The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the website Cloudwellhealth.com and its related apps. By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform. When the terms “we”, “us”, “our” or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the “Company”).

The Platform may be used to connect you with a Therapist who will provide services to you through the Platform (“Therapist Services”).
The Therapists are independent providers who are neither our employees nor agents nor representatives. The Platform’s role is limited to enabling the Therapist Services. The Therapists themselves are responsible for the performance of the Therapy Services. If you feel the Therapist Services provided by the Therapist do not fit your needs or expectations, you may change to a different Therapist who provides services through the Platform. If a Therapist you have been connected with stops using the Platform at any time after you have been connected, we will send an email to notify you that your Therapist is no longer on the Platform and that you have the opportunity to match with a new Therapist.
While we hope the Therapist Services are beneficial to you, you understand, agree and acknowledge that they may not be the appropriate solution for everyone’s needs and that they may not be appropriate for every particular situation and/or may not be a complete substitute for a face-to-face examination and/or care in every particular situation.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS OR IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL YOUR LOCAL EMERGENCY SERVICES NUMBER AND NOTIFY THE RELEVANT AUTHORITIES (click here for a link to emergency and crisis resources in your area). THE PLATFORM IS NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED CASES AND THE THERAPISTS CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED CASES.

THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF CLINICAL DIAGNOSIS REQUIRING AN IN-PERSON EVALUATION AND YOU SHOULD NOT USE IT IF YOU NEED ANY OFFICIAL DOCUMENTATION OR APPROVALS FOR PURPOSES SUCH AS, BUT NOT LIMITED TO, COURT-ORDERED THERAPY OR EMOTIONAL SERVICE DOG CERTIFICATION. IT IS ALSO NOT INTENDED FOR ANY INFORMATION REGARDING WHICH DRUGS OR MEDICAL TREATMENT MAY BE APPROPRIATE FOR YOU, AND YOU SHOULD DISREGARD ANY SUCH ADVICE IF DELIVERED THROUGH THE PLATFORM.
DO NOT DISREGARD, AVOID, OR DELAY IN OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION OR ADVICE YOU RECEIVED THROUGH THE PLATFORM.

Psychotherapy:

Psychotherapy is not easily described in general statements. It varies depending on the personalities of the therapist and patient, and the particular problems you bring forward. There are many different methods that may be used to deal with the problems that you hope to address. Psychotherapy is not like a medical doctor visit. Instead, it calls for a very active effort on your part. In order for the therapy to be most successful, you will have to work on things talked about both during sessions and at home.

Psychotherapy can have benefits and risks. Since therapy often involves discussing unpleasant aspects of your life, you may experience uncomfortable feelings like sadness, guilt, anger, frustration, loneliness, and helplessness. On the other hand, psychotherapy has also been shown to have benefits for people who go through it. Therapy often leads to better relationships, solutions to specific problems, and significant reductions in feelings of distress. But there are no guarantees of what you will experience.

The first few sessions will involve an evaluation of your needs. By the end of the evaluation, we will be able to offer you some first impressions of what our work will include and a treatment plan to follow, if you decide to continue with therapy. You should evaluate this information along with your own opinions of whether you feel comfortable working with us. Therapy involves a large commitment of time, money, and energy, so you should be very careful about the therapist you select. If you have questions about our procedures, you should discuss them whenever they arise. If your doubts persist, we will be happy to help you set up a meeting with another mental health professional for a second opinion.

https://cloudwellhealth.com/privacy-policy/

Couples/Family Therapy

We encourage couples and families to share any thoughts or feelings directly in the sessions. It is our policy that there are no secrets between partners and that anything you share in session will become available for the work of therapy.

You agree to the following:
- I authorize information about my medical and mental health care to be transferred electronically through an interactive video connection.
- I understand that I will be informed of the identities of all people who are present during the teletherapy session and informed of their purpose for attending the session.
- I understand how the teletherapy system works and how it will be used for my treatment.
- I understand how this service will differ from face-to-face sessions, including emotional reactions that may arise due to technology use.
- I understand that my therapist will not be physically present during my teletherapy session. Instead, we will see each other electronically.
- I understand that teletherapy is an evolving modality for therapy. As such, there may be potential risks that may not yet be recognized. Potential risks include: a) at times the video image may be unclear or inadequate, b) a disruption in the connection may occur, or c) in rare circumstances, the information may be intercepted by unauthorized persons.
- I authorize the release of information pertaining to me determined by my mental health care providers or by my insurance company for the purpose of processing insurance claims.
- I understand that at any time, I may decide to discontinue teletherapy sessions with my provider. My therapist will help refer me to a local mental health provider who can provide face-to-face services.
- I understand that, under the law, my mental health provider may be required to report to the authorities any information suggesting that I have engaged in behaviors that are dangerous to myself or others.
- I understand the risks and benefits of receiving teletherapy. I understand that I still may need to see a specialist in person.
- I understand that information from my teletherapy sessions will be protected by HIPPA privacy laws. I may request a copy of my electronic record in writing.
- I understand that as part of receiving teletherapy, some information will be used for research purposes. No identifying information will be revealed to anyone other than those involved in my treatment.
- I voluntarily consent to participate in telemental health services using videoconferencing equipment for the care, treatment, and services deemed necessary and advisable under the terms set forth herein.
Privacy and Security

Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://cloudwellhealth.com/privacy-policy/ (The ‘Privacy Policy’).
BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.
Confidentiality

Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://cloudwellhealth.com/privacy-policy/ (The ‘Privacy Policy’).
BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.

In general, the privacy of all communications between a patient and a psychologist is protected by law, and we can only release information about our work to others with your written permission. But there are a few exceptions.

In most legal proceedings, you have the right to prevent us from providing any information about your treatment. In some proceedings involving child custody and those in which your emotional condition is an important issue, a judge may order testimony if he/she determines that the issues demand it.

There are some situations in which we are legally obligated to take action to protect others from harm, even if we have to reveal some information about a patient’s treatment. For example, if we believe that a child, elderly person or disabled person is being abused, we must [may be required by law to] file a report with the appropriate state agency.

If we believe that a patient is threatening serious bodily harm to another, we are required to take protective actions. These actions may include notifying the potential victim, contacting the police, or seeking hospitalization for the patient. If the patient threatens to harm himself/herself, we may be obligated to seek hospitalization for him/her or to contact family members or others who can help provide protection. In the above instances where we believe there is harm, we will have to send emergency services to your location and provide an address. Because of our obligation to keep you safe, we will ask your location at each telehealth session and routinely update your address and emergency contacts.

These situations have rarely occurred in our practice. If a similar situation occurs, we will make every effort to fully discuss it with you before taking any action.

We may occasionally find it helpful to consult other professionals about a case. During a consultation, we make every effort to avoid revealing the identity of my patient. The consultant is also legally bound to keep the information confidential. If you don’t object, we will not tell you about these consultations unless we feel that it is important to our work together.

While this written summary of exceptions to confidentiality should prove helpful in informing you about potential problems, it is important that we discuss any questions or concerns that you may have at our next meeting. We will be happy to discuss these issues with you if you need specific advice, but formal legal advice may be needed because the laws governing confidentiality are quite complex, and we are not legal representatives or attorneys. Your participation in therapy is voluntary and you have the right to end therapy whenever you want. However, if you do decide to exercise this option, we encourage you to talk with us about the reason for your decision in a counseling session together. We ask that you allow for two final sessions for us to have an ending together, to review what we’ve done and to offer feedback to each other. Likewise, at our discretion, we reserve the right to end our therapy work together and provide you with some appropriate referrals. This may be for reasons including, but not limited to: failure to participate in therapy, conflicts of interest, untimely payment of fees, or our belief that we may not be the best person for your needs (due to expertise). Any reason will be discussed prior to termination.
Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties (“Third Party Content”), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.
Disclaimer of Warranty and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE THERAPIST SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY THERAPIST AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section (limitation of liability) shall survive the termination or expiration of this Agreement.
Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties (“Third Party Content”), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.
Your account, representations, conduct and commitments

You hereby confirm that you are legally able to consent to receive Services, or have the consent of a parent or guardian, and are legally able to enter into a contract.

Minor Consent: Where consent from a parent or guardian is required to receive Services, you hereby confirm that as the consenting parent or guardian, you have the sole right to consent to Services for the minor seeking therapy and are not legally mandated to confer with or get consent from any other legal guardian before consenting. You also give affirmative consent to the provisions set forth in the accompanying Privacy Policy regarding the collection, process, and use of personal information on behalf of the minor. You also agree that consent to Services remains valid until membership is canceled.

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively “Account Access”). We advise you to change your password frequently and to take extra care in safeguarding your password.

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

You agree and commit not to use the account or Account Access of any other person for any reason.

You agree and confirm that your use of the Platform, including the Therapist Services, are for your own personal use only and that you are not using the Platform or the Therapist Services for or behalf of any other person or organization.

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Therapists and us.

If you receive any file from us or from a Therapist, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Therapist Services) which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.

You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.
Modifications, Termination, Interruption and Disruptions to the Platform

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
Export Controls and Sanction

Cloudwell products may be subject to US export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the US Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any US government list of prohibited or restricted parties.

You agree to comply with all applicable export and reexport control laws and regulations, including without limitation the EAR and trade and economic sanctions maintained by OFAC. Specifically, you agree not to – directly or indirectly – use, sell, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from under these Terms to any destination, entity, or person or for any end-use prohibited by the EAR, trade and economic sanctions maintained by OFAC, or any applicable laws or regulations of the United States or any other jurisdiction without obtaining any required prior authorization from the competent government authorities as required by those laws and regulations.
Notice

We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to [email protected].

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
Important notes about our Agreement

This Agreement shall be governed by the laws of the State of Hawaii, without application of its conflict of law provisions. Any controversy that may arise between the parties, relating to the interpretation or obligations of the parties under the present agreement, which may not be resolved amicably between the parties, will be arbitrated in the State of Hawaii. Nothing in this Agreement, including the choice of the laws of the State of Hawaii, affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

We may freely transfer or assign this Agreement or any of its obligations hereunder.

The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement and constitute all services offered by Cloudwell in addition to behavioral health services.