Cloudwell Health Consumer End User Agreement
Withdrawing Your Consent. You have the right at any time to withdraw your consent and 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 and 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.
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 THAT 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, the 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 by 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, to 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, atin CloudWell’s sole discretion.
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 sub accounts 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.
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.
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 but not limited to,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 expressed 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.
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 appropriate 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 thatof an ACH transaction is 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, the 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 Savings 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 out of pocket.
- 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 WILL NOTWON’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, then 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.
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/or video and other materials (e.g., medical records and, 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 practitioner 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 a 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:
- When a valid court order is issued for medical records.
- Reporting suspected abuse, neglect, or domestic violence.
- 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; iInteractions between a patient and medical provider via audio, video, and/or asynchronous data communications; and uUse 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.
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.
XIII. 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.
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.