Terms and Conditions

Effective Date: 11/09/2018

THE SERVICES ARE NOT FOR USE IN MEDICAL EMERGENCIES OR OTHER URGENT SITUATIONS. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

These Terms of Use (the “Terms”) describe the terms and conditions on which Bay Area Accountable Care Network, Inc. d/b/a Canopy Health (“Canopy Health” “we” or “us”) provides you with access to www.CanopyHealth.com (the “Website”) and the MyCanopyHealth mobile application (the “App”, and together with the Website and Virtual Care Services, the “Services”).

These Terms describe our rights and ownership over the Services. These Terms also contain provisions that limit our liability to you and require you to resolve any Dispute with us through final and binding arbitration on an individual basis and not as part of any class or representative action. Please read these Terms carefully, as they constitute a legal agreement between you and Canopy Health.

By clicking “I Accept” or by accessing or using our Services, you accept and agree that you have read and understand these Terms, will comply with these Terms, and agree to be bound by these Terms. If you do not accept and agree to these Terms, including the mandatory arbitration provisions and class action waiver set forth herein, you may not access or use the Services.

IMPORTANT DISCLAIMERS:

  • Canopy Health is not a health care provider. Canopy Health operates a provider network that helps connect participating third-party health care providers with enrollees of participating health plans. We do not provide any medical care services, and the Services do not constitute the practice of medicine, nursing, or other health care provision of activity.
  • The Services are designed to support - not replace - your relationship with your physician and health plan, and to assist you in gathering helpful information/resources about your health, health plan benefits and costs of healthcare services. As a result, you should not rely on the Services as a basis for making your health care or financial decisions.
  • You should also talk to your primary care physician or other health care provider (“Health Care Provider”) for diagnosis, evaluation and treatment of any of your health or medical conditions. If any medical advice is provided to you by Health Care Providers through the Virtual Care Services (as defined below), such medical advice is not provided by Canopy Health, but is provided by your Health Care Provider.
  • The Services are intended for general informational purposes only. Information provided on the Services should be used as a substitute for professional medical advice, diagnosis, or treatment. The Services are not intended to provide medical advice, diagnosis, or treatment.

·       We reserve the right to make changes to these Terms at any time. If we make material changes that would impact your use of the Services, we will endeavor to notify you of the changes, such as by posting a notice directly on the Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. By continuing to use the Services after such notice, you agree to be bound by the modified Terms. If you do not agree with changes to the modified Terms, or if you are dissatisfied with the Services for any reason, your sole and exclusive remedy is to discontinue use of the Services.

1.     Overview of the Services

As a Canopy Health member, upon your acceptance of these Terms and Privacy Policy, and successful registration, the Services provide you with access to certain resources, which may include: (1) access to virtual care consultations (“Virtual Care Services”) with healthcare professionals who either belong to a medical group that is affiliated American Well Corporation (“American Well”) as part of the Canopy Health Video Visit Program, and access to a link that redirects you to the John Muir Health Zipnosis eVisit program, to virtually explore your questions about certain types of non-emergency healthcare conditions; (2) a Cost Estimator tool to assist you in estimating the costs associated with certain procedures and services; and (3) different informational resources to help you to (a) understand the benefits provided to you under your health plan (“Summary of Benefits”), (b) the estimated amounts you have paid for healthcare services that count towards your deductible (“Deductible & OOP Accumulator”) and (c) out of pocket costs and a virtual copy of your health plan identification card (“Virtual Identification Card”) (collectively, the “Health Plan Resources”).

2.     Additional Terms

Certain features of the Services may be subject to additional terms and conditions (“Additional Terms”). We may present Additional Terms to you when you activate or use a feature to which Additional Terms apply (either in the form of disclaimers or notices, or a separate document), and your use of any feature constitutes your acceptance of these Additional Terms before using such feature. For example, Additional Terms apply to the below resources:

  • American Well Virtual Care Services
  • Cost Estimator (beta)
  • Summary of Benefits
  • Deductible & OOP Accumulator
  • Virtual ID Card

Unless otherwise stated in the Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree with the Additional Terms, you will not have access to the feature to which they relate. These Terms and Additional Terms apply equally. If any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail only for the feature(s) to which that Additional Term applies. 

3.     Privacy

Our Privacy Policy describes how we collect and use the information that you submit in connection with your use of the Services. Please review our Privacy Policy carefully before submitting your information to us. Your use of the Services is subject to the practices disclosed in our Privacy Policy. We reserve the right to modify our privacy policy from time to time.

4.     Eligibility

Unless we indicate otherwise in the Services, the Services are not targeted toward or intended for use by anyone under the age of 18. In any limited circumstances where we permit use by individuals under the age of 18 to use the Services (e.g., if a parent initiates a Virtual Care Service for his or her child), such use of the Services must be under the supervision of a parent or legal guardian who agrees to be bound by these Terms. By using the Services, 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 Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Account, and (e) 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. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

5.     Accounts, Account Security, and Communication Preferences

You may need to register for an Account (“Account”) to access some or all of our Services. You will be required to create a password, and provide your name, email address, and phone number when you create an Account. If you register for an Account, you must provide accurate Account information and promptly update this information if it changes. You also must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. If you permit others to use your Account credentials, you are responsible for the activities of such users that occur in connection with your Account.

By creating an Account, you also consent to receive electronic communications from Canopy Health (e.g., via email, text message, or by posting notices to the Services). These communications may include operational 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, 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.

6.     ADDITIONAL TERMS THAT SPECIFICALLY APPLY TO THE VIRTUAL CARE SERVICES, COST ESTIMATOR AND ADMINISTRATIVE RESOURCES:

Additional Terms – Virtual Care Services

Dial 911 in the event of a medical emergency! The Virtual Care Services are not intended to provide instructions or help in the event of an emergency. If you believe your condition or situation is life-threatening, please call 911 or your emergency medical system immediately. Do not rely on the Virtual Care Services with urgent medical needs. We cannot guarantee response times if you choose to use the Virtual Care Services in the event of a medical emergency.

 Providers of Virtual Care Services:

Canopy Health has contracted with American Well to provide a Canopy Health Virtual Care Service using the American Well platform to enable the delivery of Virtual Care Services by Online Care Network II P.C.’s Healthcare Providers.  (To understand how our vendor, American Well, processes information provided through the Virtual Care Service on our behalf, please review the American Well’s [Privacy] Policy [insert link to policy].)  You may also have access to a link that will redirect you to the John Muir Health Zipnosis eVisit program, which is separate and distinct from the Canopy Health Virtual Care Service, and may have separate terms and conditions applicable to its users.  None of the Healthcare Providers delivering Virtual Care Services are employees or contractors of Canopy Health or American Well, as neither party provides, nor is responsible, for any healthcare services that are provided to you.

Scope and Risks:  The scope of the services delivered via video consults will be at the sole discretion of the Healthcare Provider who is interacting with you, with no guarantee of diagnosis, treatment, or prescription. The Healthcare Provider will determine whether or not the condition being diagnosed and/or treated is appropriate for a telemedicine encounter.

By accepting these Terms, you are hereby consenting to receive Virtual Care Services from a Healthcare Provider who is located at a site that is remote from you. Virtual Care Services are a type of “telemedicine” or “telehealth” service.  As with any medical procedure, there are potential risks associated with the use of telemedicine or other forms of telehealth services, which may include, without limitation, the following: (a) Delays in medical evaluation and consultation or treatment may occur due to deficiencies or failures of the telehealth technology, or miscommunications between you and the Healthcare Provider; (b) Security protocols could fail, causing a breach of privacy of personal medical information; and (c) Lack of access to your medical records or other information or ability to perform an in-person examination, which could result in negative health outcomes (e.g., adverse drug interactions or allergic reactions).

In addition, the following consents and terms apply to you if you are located in one of the states listed below (to the extent applicable): (a) Connecticut: The patient’s primary care provider may obtain a copy of your records from the telemedicine consultation. (b) Kentucky and Nebraska: You have the right to be informed of any party who will be present during the telemedicine service. You can exclude anyone from being present and you can object to the videotaping of the consultation. In addition, you have the right to request an in-person consult immediately after the telemedicine service and you will be informed if such consult is not available. (c) Tennessee: You may request an in-person assessment before receiving the telemedicine service. (d) Vermont: You may request an in-person consultation and will receive one upon request immediately or within a reasonable time after the results of the initial consult.

Your Location:  You certify that you are physically located in the state you select in the Virtual Care Service as your current location at the time of your receipt of the Virtual Care Service. Your ability to access and use the Virtual Care Service is conditioned on the truthfulness of this certification.  The Healthcare Providers that you access through the Virtual Care Service rely upon this certification in order to interact with you. If your certification is inaccurate, you agree to indemnify Canopy Health, American Well, John Muir and the Healthcare Providers with whom you interact from any resulting losses, damages, costs, or expenses. 

Payment for the Virtual Care Service:  By providing a credit card or other payment method accepted by Canopy Health (“Payment Method”), you are expressly agreeing that we are (or our service provider is) authorized to charge to the Payment Method for the total amount of your consultation fees for your use of the Virtual Care Service, together with any applicable taxes (collectively, as applicable, a “Purchase”). If the Payment Method cannot be verified, is invalid or is otherwise not acceptable, your Purchase may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Purchase.  If a payment is not successfully settled and you do not edit your Payment Method information or cancel your Purchase or account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. Please note that Canopy Health may not always receive complete information from your health insurance plan, if applicable, regarding the applicable co-pay due from you for your consultation, which may result in you being billed more than once with respect to a consultation to account for additional co-pay amounts due, if any.  [Special Note if Medicare is a Secondary Payer.  Medicare currently pays for only a limited number of Part B services furnished by a physician or practitioner to an eligible beneficiary via a telecommunications system.  Unless you are expressly advised differently prior to the commencement of the Virtual Care Service, the Virtual Care Service is statutorily excluded from Medicare coverage and you may be financially responsible for any associated costs.]

You agree that authorizations to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify us of any changes to your Payment Method.  You represent and warrant that you are authorized to use the Payment Method and will not dispute charges for the Virtual Care Service that correspond to consultation fees or the co-payment required by your health plan.  You acknowledge that the origination of Automated Clearing House (“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, we may at its discretion attempt to process the charge again at any time within 30 days. 

We will collect applicable sales tax on services for which we determine we have a duty to collect sales tax. If a service is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.

When scheduling an appointment with a provider, 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, we may assess a reservation fee of up to the full cost of the canceled appointment. 

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

Consent:  By clicking “I accept” or by accessing or using the Virtual Care Service, you acknowledge and accept the risks identified above and the terms associated with the receipt of Virtual Care Services and you give your informed consent to receive such services under the Terms and the Additional Terms.

Additional Terms – Cost Estimator (beta)

We may from time to time offer a cost estimator tool (“Cost Estimator”) for you to estimate the out-of-pocket expenses that you may incur for your receipt of medical care. Note that although the Cost Estimator is intended to be specific to the terms of your health benefit plan, any figures, data or information provided in the Cost Estimator is merely an estimate as it may not (1) reflect up to date data, (2) the actual costs often vary based on the healthcare facility at which you receive services, and (3) there is a risk that it may not function correctly, or may contain errors. As a result, you should not rely on the Cost Estimator as a basis for making your health care or financial decisions, and use the Cost Estimator only as a tool or resource that requires subsequent verification by the healthcare facility and/or Healthcare Provider.

Further, Canopy Health is not obligated to correct, nor is it responsible for, errors or the effects of such errors while the beta test phases of Cost Estimator tool are active, and you acknowledge that Canopy Health has no express or implied obligation to announce or make available any particular features of the Cost Estimator in the future. Should Cost Estimator launch publicly after the beta phase, it may have features or functionality that are different than those found in the beta version licensed herein.

Additional Terms – Summary of Benefits

This tool is intended to allow you to view your plan benefits generally and secure a copy of your detailed plan explanation of benefits from your health plan.  There is no guarantee that the Summary of Benefits contains up-to-date or accurate information, and any questions relating to recent claims, coverage, or other questions relating to your benefits should be directed to your health plan’s customer service department.

Additional Terms – Deductible & OOP Accumulator

This tool is intended to provide information about the amounts you have paid (if any) towards meeting your health plan’s deductible and out-of-pocket requirements for the current calendar year, and to assist you in generally keeping track of the remaining amount of your deductible before meeting your out-of-pocket maximum. There is no guarantee that the Deductible & OOP Accumulator tool will have accurate or up-to-date information regarding your paid medical expenses, deductible contributions, and out-of-pocket payments, and insurance information requirements.  (For example, you may have received services that have not yet been billed by your Healthcare Provider or submitted claims are under review.) As a result, you should not rely upon the Deductible & OOP Accumulator as a basis for making any health care or financial decisions, and you should contact your health plan’s customer service department for more information.

Additional Terms – Virtual ID Card

We may provide you with the ability to view and download a digital representation of your insurance ID card. Additionally, you can share your Virtual Identification Card with third parties (e.g., via email, text message or other permitted communication methods). You should contact your health plan’s customer service department if you have questions about information contained in your Virtual Identification Card.

7.     Reservation of Rights

We may modify, suspend, or discontinue any aspect of the Services at any time without prior notice. You agree that we shall not be liable to your or any third party for any modification, suspension, or discontinuance of any feature or component of the Services. In addition, we reserve the right, at any time and for any reason, with or without notice, and without liability to you or any other user, to: (1) restrict, limit, suspend or terminate your and/or any other user's access to the Services; (2) monitor any user's use of the Services to verify compliance with these Terms and/or any applicable law; (3) investigate any suspected or alleged misuse of the Services and cooperate with law enforcement and/or third-parties in such investigation; and (4) disclose information about any user's use of the Services in connection with law enforcement investigation of alleged illegal activity, or in response to a lawful court order or subpoena.

8.     Proprietary Rights

Canopy Health grants you a limited right to use the Services for your personal use. All original content, materials, features and functionality (including, without limitation, text, information, images, photos, graphics, artworks, logos, videos, audios, directories, listings, databases, and search engines) (the “Content”) are owned by Canopy Health and/or its licensors and may be protected by U.S. and foreign copyright, trademark and other intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right and license to access and use the Services and Content solely for your personal, non-commercial use; provided, however, that such license does not include any right to (a) sell, resell our Services and the Content; (b) copy, reproduce, distribute, publicly perform or publicly display Content, except as expressly permitted by us or our licensors; (c) modify the Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services and the Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services and the Content other than for their intended purposes. Except for this limited licenses granted to you, we reserve all other rights. This license may be revoked and terminated by us at any time and for any reason. Any unauthorized use, reproduction or distribution of the Services or Content is strictly prohibited and may result in termination of the license granted herein, as well as civil and/or criminal penalties.

All trademarks, trade names and logos appearing on or through the Services are owned by us or licensed by us. The “Canopy Health” name and logo and all other Canopy Health names, marks, logos and other identifiers are trademarks and service marks of Canopy Health. Names, marks, logos and other identifiers of third parties, including third party health care providers, are trademarks and service marks of their respective owners. You may not use or display any Canopy Health trademarks, trade names, or logos without our prior written permission. We reserve all rights.

If you choose to provide us with any comments, suggestions, ideas or other feedback (“User Feedback”), you agree that we have an unrestricted right to use it, and you are not entitled to receive any compensation.

9.     User Supplied Material

Our Services may allow you to upload, store and share content, including messages, text, photos and other materials (collectively, "User Content"). Except for the license you grant below, as between you and Canopy Health, you retain all rights in and to your User Content. You hereby grant Canopy Health a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you.

If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it. Although Canopy Health reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.

10.  Appropriate Use of the Services

You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services.  In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another User’s Account without authorization from that User and Canopy Health;
  • Copy, reproduce, sell, rent, lease, distribute, transfer, modify or make derivative works from the Services or any Content.
  • Remove, alter or tamper with any copyright, trademark or other proprietary rights or legal notices contained in any Content obtained from the Services.
  • Decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive any proprietary software code or information associated with the Services.
  • Use the Services in any manner that could interfere in any way with the operation of the Services or any server, network or system associated with the Services, including, without limitation, by: hacking, mail-bombing, flooding, overloading, or making “denial of service” attacks; probing, scanning or testing the vulnerability of the Services or any server, network or system associated with the Services; breaching or circumventing firewall, encryption, security or authentication routines; accessing data not intended for you, or accessing another's account that you are not expressly authorized to access.
  • Use any automated program, tool or process (including, without limitation, web crawlers, robots, bots, spiders, and automated scripts) to access the Services or any server, network or system associated with the Services, or to extract, collect, harvest or gather content or information from the Services.
  • Frame or otherwise create a browser or border environment around any page or content of the Services, or deep-link to any internal page or area of the Services.
  • Make any other use of the Services that violates these Terms or any applicable law.

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:

  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • impersonates, or misrepresents your affiliation with, any person or entity;
  • contains any private or personal information of a third party without such third party’s consent;
  • contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Canopy Health or others to any harm or liability of any type.

If you access and use the Services on your smartphone, tablet or other mobile device, you must have wireless service through WiFi or a participating wireless service provider and a compatible mobile device. You are responsible for all charges (including data and messaging charges) related to your use of the Services through your device. We do not guarantee that the Services are compatible with any particular operating system, browser, mobile device or other software or equipment.

11.  Links to Third Parties

The Services may contain links to third-party websites, products and/or services (each, a “Linked Third-Party Service”). Such links do not constitute or imply Canopy Health’s approval, sponsorship or endorsement of any Linked Third-Party Service. Canopy Health is not responsible for and makes no representations or warranties, express or implied, regarding any Linked Third-Party Service. When you access and use a Linked Third-Party Service, you are subject to that third party's terms and conditions of use and privacy policy. Any rights, claims or actions you may have in respect of a Linked Third-Party Service can only be brought directly against the provider of that Linked Third-Party Service. You access and use a Linked Third-Party Service solely at your own risk.

12.  Disclaimer of Warranties

You understand and agree that we do not provide any warranty with respect to the services. You expressly acknowledge and agree that your use of the services is at your own risk.

Unless expressly otherwise stated by Canopy Health and except where prohibited by applicable law:

  1. Canopy Health makes no warranty or representation, whether express or implied, regarding the Services or any of its Content;
  2. The Services and all Content are provided "as is" and "as available" without warranties of any kind, express or implied;
  3. To the fullest extent permissible pursuant to applicable law, Canopy Health disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose, with respect to the Services and all Content; without limiting the generality of the foregoing, Canopy Health does not warrant that the Services and all Content will be uninterrupted or error free; or that any defect or error will be corrected; or that the Services and all Content will be secure and free of viruses or other harmful components; or that any information provided on the Services will be current or accurate; or that a particular product, service or provider you see on the Services will be available to you; and
  4. Your use of the Services and all Content is entirely at your own risk.

Some states may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. But, to the extent permitted by applicable law, we exclude all warranties.

13.  Limitations of Liability

Unless expressly otherwise stated by Canopy Health and except where prohibited by applicable law:

  1. In no event shall Canopy Health or any of its affiliates or any of its or their respective officers, directors, employees, agents, representatives, advisors and consultants (collectively, “Canopy Health Parties”) be liable to you (whether under contract, tort, negligence, strict liability, warranty or any other legal or equitable theory) for any direct, indirect, incidental, exemplary, special, punitive or consequential damages (including, without limitation, loss of use, data or information of any kind) arising out of or related to your use of the Services or any Content, even if they have been advised of the possibility of such loss or damages.
  2. To the fullest extent permitted by applicable law, you understand and agree that the Canopy Health Parties’ maximum aggregate liability for any type of damages hereunder shall be limited to (a) the total fees paid by you to access or use the Services during the three (3) months preceding the event giving rise to the liability or (b) if no fees are payable by you for such period, one hundred U.S. dollars.

You further agree that the limitations of liability set forth above will survive any termination or expiration of these Terms and will apply even if any limited remedy specified herein is found to have failed its essential purpose. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. Accordingly, the exclusions and limitations set forth above may not apply in their entirety to you. You agree, however, that our liability will be limited to the maximum extent permitted by law.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that Canopy Health would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

14.  Release

To the fullest extent permitted by applicable law, you release Canopy Health and the other Canopy Health Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” You also waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

15.  Indemnification

You will indemnify, defend, and hold harmless the Canopy Health Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

  • your access to or use of the Services, or the Content;
  • your User Content and/or User Feedback;
  • your violation of any of the provisions of these Terms;
  • any activity related to your registration by you or any other person accessing the Services through your Account, including, without limitation, negligent or wrongful conduct;
  • your conduct in connection with our Services; or
  • your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

Canopy Health reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Please read the following sections carefully because they require you to arbitrate certain disputes and claims with Canopy Health and limit the manner in which you can seek relief from us.

16.  Waiver of Right to Pursue Class Action Claims

You agree to only resolve disputes with us on an individual basis,and waive any right to pursue any claims on a class or consolidated basis or in a representative capacity. You and Canopy Health agree that each may bring claims against the other only on an individual basis and not as a plaintiff of class member in any purported class or representative action of proceeding. Further, you and Canopy Health agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

17.  Limitation on Time to Bring an Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will forever be barred.

18.  Agreement to Arbitrate Claims; Waiver of Jury Trial

By agreeing to these Terms, both you and Canopy Health are waiving the right to a jury trial on any disputes that may arise.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of the Section titled Appropriate Use of the Services or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Canopy Health agree to arbitrate all disputes between you and us. If a Dispute arises between you and us relating to the Services or these Terms, you and we agree that the Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations (“AAA Rules”).

You and Canopy Health agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Canopy Health shall be sent by certified mail or courier to Canopy Health; 6475 Christie St., Suite 560; Emeryville, CA 94608. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Canopy Health Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with the section titled “Accounts, Account Security, and Communication Preferences”, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Canopy Health cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Canopy Health may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.

You and we agree to the following rules relating to any arbitration proceeding:

  • You and Canopy Health waive any right to bring such claims before any court of law. Rights that you would have if you went to court, such as access to discovery, may be unavailable or limited in arbitration.
  • The venue for all Disputes arising under these Terms shall be in Contra Costa County, California, but you and we may agree to conduct the arbitration by telephone, online and/or solely based on written submissions. You hereby waive any right to claim that such location is an inconvenient forum and covenant not to sue us in any other forum.
  • The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator also does not have the power to vary the class action waiver provisions.
  • The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.
  • These Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
  • Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Barring extraordinary circumstances, the arbitrator will issue a decision within 120 days from the date the arbitrator is appointed, which may be extended 30 days in the interests of justice.
  • All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
  • The award of the arbitrator will be in writing and will not include any statement setting forth the reasons for the disposition of any claim.

Either you or we may seek an injunction at any time from any court of competent jurisdiction as necessary to protect the rights or property of you or us pending the completion of arbitration.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Canopy Health will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Canopy Health for all fees associated with the arbitration that Canopy Health paid on your behalf which you otherwise would be obligated to pay under the AAA Rules.

If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

19.  Governing Law

You and Canopy Health agree that these Terms and any Dispute between you and Canopy Health relating to your use of the Services will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws provisions. You and Canopy Health each irrevocably agrees that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis exclusively in the U.S. District Court for the Costa County, California, or the state courts located in Costa County, California. You and Canopy Health each irrevocably consents to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Canopy Health agree that Canopy Health may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

20.  International Users

Use of the Services is intended solely for residents of the United States. The Services may contain content, services, or information otherwise not accessible or valid in your country. Access to the Services from outside the United States is at your own risk, and Canopy Health does not take responsibility for your use of the Services. Any offer for any product or service made on the Services is void where prohibited by law.

21.  Termination

Either you or we may terminate our relationship at any time, with or without cause. In addition, we may deactivate, terminate or suspend your account at any time: (a) if we, in our sole discretion, determine that you are or have been in violation of these Terms; (b) if we, in our sole discretion, determine that you have created risk or possible legal exposure for Canopy Health; (c) in response to requests by law enforcement or other government agencies; (d) upon discontinuance or material modification of the Services, or (e) due to unexpected technical issues or problems. We may also stop providing the Services or create limits on use of the Services (in each case, whether specifically to you or generally).

These Terms automatically terminate when you fail to comply or if we reasonably believe that you have not complied with any term or condition of them.

Termination will not limit any of our other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms shall survive termination.  

22.  App Updates

Canopy Health may from time to time, in its sole discretion (without obligation), develop and provide updates for our App, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Canopy Health has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Portions of the App may not properly operate if you do not install all Updates, so we encourage you to promptly install all updates. To that end, based on your mobile device settings, when your mobile device is connected to the Internet, either (a) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the App and subject to these Terms.

23.  Apple Device Additional Terms

If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:

  • Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of these Terms, then the Apple Device Additional Terms shall control with respect to access and use of the Services via an Apple Device.
  • Agreement with Canopy Health, Not Apple. You acknowledge that these Terms are an agreement between Canopy Health and you, and not with Apple. Canopy Health, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service shall apply to the extent of any conflict.
  • Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
  • Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App. If Canopy Health decides (in its sole discretion) to provide support and maintenance services for an iOS App, Canopy Health is solely responsible for providing such services.
  • Warranty. In the event of any failure of the an iOS App to conform to any applicable warranty provided by Canopy Health in these Terms, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is Canopy Health’s sole responsibility. Notwithstanding the foregoing, Canopy Health is not obligated to provide any warranty with respect to an iOS App and you acknowledge and agree that this paragraph will not have any effect on the warranty disclaimers provided in these Terms.
  • Product Claims. You hereby acknowledge that Canopy Health, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Note that pursuant to the limitation of liability provision set forth in these Terms, these Terms will not limit Canopy Health’s liability beyond what is permitted by applicable law.
  • Intellectual Property Rights. You acknowledge that, in the event of any third party claim that an iOS or your possession and use (in accordance with these Terms) of an iOS App infringes that third party’s intellectual property rights, Canopy Health, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • Third Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
  • Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to Canopy Health at 1-866-CARE-338 (1-866-227-3338) or feedback@CanopyHealth.com. Canopy Health’s principal offices are located at 6475 Christie St., Suite 560, Emeryville, CA 94608.

24.  General Legal Terms

You and Canopy Health agree to be bound by the following general terms:

  • These Terms contain the entire understanding by and between Canopy Health and you with respect to the matters contained herein.
  • Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Waivers are effective only if in writing and signed by us.
  • Except as described in the section titled Important Disclaimers, these Terms may not be amended unless in writing and signed by you and us.
  • If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
  • Nothing contained in these Terms will be deemed to constitute Canopy Health or you as the agent or representative of the other or as joint venturers or partners.
  • These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns.
  • You must not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. We may assign or delegate any of our rights and obligations under these Terms.
  • A printed version of these Terms and of any related notice given in electronic form shall be admissible in arbitral, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  • You agree that we may send you notice via email to the email address you have provided, and we are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notice through the Services or your Canopy Health Account.
  • Headings and captions are for convenience only.

Contact Us

If you have any questions about Services or these Terms, please contact us.

Canopy Health
Attention: Compliance
6475 Christie St., Suite 560
Emeryville, CA 94608
1-888-8-CANOPY (1-888-822-6679)

feedback@CanopyHealth.com

DM_US 153947029-5.T17117.0010