Pyx Health, Inc.
Platform Terms of Use
Effective Date: September 14, 2022
This is a legally binding agreement between you and Pyx Health, Inc. (“we,” “us,” and “our”) about your use of the Pyx Health progressive website application (the “App”) and Compassionate Support Center (“CSC”) (collectively, the “Platform”). Your use of the Platform means that you agree with this Platform Terms of Use (“Terms of Use”) and future changes to it. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU MUST NOT USE OR MUST STOP USING THE PLATFORM IMMEDIATELY.
These Terms of Use cover the following topics:
How the Platform works
The App is a person-centric smartphone solution that uses a chatbot technology to provide informed, relevant, and non-clinical support to App users. The CSC is a non-clinical, SDOH support service that may be available to individuals who are Patients (defined below) of Pyx Health Clients (defined below). THE PLATFORM DOES NOT PROVIDE PROFESSIONAL MEDICAL OR BEHAVIORAL HEALTH CARE SERVICES. PYX HEALTH IS NOT A CLINICAL PROVIDER OF MEDICAL, BEHAVIORAL OR EMERGENCY SERVICES. IF YOU NEED IMMEDIATE ASSISTANCE, CALL 911 OR CONTACT YOUR NEAREST EMERGENCY MEDICAL PROVIDER.
Pyx Health is the owner of the Platform and, as between Pyx Health and Platform users, Pyx Health owns the data collected through the Platform. Please read our Platform Privacy Policy to learn how information about you is collected, used, and shared.
You may use the Platform if:
- You have reached the age of legal majority where you live (which is currently 18 years old in most states) or are an emancipated minor; or
- If you are at least 13 years old (a “Mature Minor”) and have the permission of your parent or legal guardian who must agree to these terms on your behalf.
You must also be a member of a health plan or a patient of a health care provider (collectively, a “Patient”) that has chosen to offer the Platform to their Patients either directly or through a third party that performs services on their behalf (each and collectively, a “Pyx Health Client” or “Client”). A Pyx Health Client may decide to provide the Platform only to adult Patients. In most states, an adult is a person who is over the age 18. Under no circumstances, may the Platform be used by individuals who are under the age of 13.
If we are unable to identify you as a Patient, you may be permitted in our sole discretion to use the App through a default network (called “HiFriend” or the “HiFriend Network”). The HiFriend Network is not associated with a Pyx Health Client and is subject to the separate HiFriend Network Terms of Use and HiFriend Privacy Policy.
Conditions on your use of the Platform
As a condition of your use of the Platform, you (or for a Mature Minor, your parent/legal guardian) understand and agree to all of the following:You are a Patient of a Pyx Health Client.
- You must be at least the age of legal majority where you live (which is currently 18 years old in most states) to use the Platform, or you must be a Mature Minor (at least 13 years old) and either (a) emancipated, or (b) have the permission of your parent or guardian to use the Platform. If you are a Mature Minor whose parent/guardian has given their permission for you to use the Platform, your parent/guardian must agree to these Terms of Use on your behalf.
- If you are a parent/guardian who is agreeing to these Terms of Use on a Mature Minor’s behalf, you also agree to be responsible for: (a) the conduct of such Mature Minor in connection with the Platform; (b) monitoring such Mature Minor’s access to and use of the Platform; and (c) the consequences of any use of the Platform by such Mature Minor.
- You have the legal capacity to enter into this binding legal agreement with us.
- You will use this Platform in accordance with these Terms of Use and comply with any laws that apply to you.
- Pyx Health takes reasonable steps to keep your personal information secure, but we need your help. It is your responsibility to protect your personal information and other information by using strong passwords, closing the App when you are not using it, keeping secret your password and other security information related to your account, and taking other reasonable steps to protect your privacy.
- You are responsible for any use of your account. Pyx Health and its Clients, affiliates, business partners, services providers and contractors will not be responsible for any loss or damage caused by someone else using your account.
- You will notify Pyx Health immediately of any unauthorized use of your account or any other concern about your account security.
- Text messages through your device’s Short Message Service (“SMS”) (or other text messaging applications) and notifications, as well as email, may not be secure (not encrypted). There is a risk that an unauthorized person may get access to and read these communications. You accept all risks associated with unsecure communications and will not hold Pyx Health or its Clients, affiliates, business partners, services providers and contractors responsible or liable if others get access to these communications.
- The App may be updated, and the content of the App and Platform services may change, without notice.
Prohibited uses of the Platform
You are prohibited from doing any of the following:
- Using the Platform for any illegal, unethical, abusive, offensive, harassing, or unsolicited purpose;
- Disassembling, decompiling, reverse engineering or using any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Platform (except and only to the extent these restrictions are expressly prohibited by applicable law);
- Obscuring, altering or removing any patent, trademarks or other proprietary or legal notice affixed to or contained in the Platform;
- Encumbering, sublicensing, transferring, selling, exporting, re-exporting, distributing or otherwise commercially exploiting the Platform (including without limitation any Platform material) for the benefit of any third party (g., any time-sharing or service bureau arrangement);
- Using the Platform to advertise, sell, or make a profit;
- Copying, creating derivative works of, or otherwise modifying the Platform;
- Publicly performing and/or showing any Platform material;
- Using the Platform in any way that is damaging to the Platform or that impacts other user access to the Platform;
- Misrepresenting your identity, providing false information, impersonating another person or entity, or misrepresenting your relationship with a person or entity or attempt to use another person’s account;
- Attempting to gain unauthorized access to the Platform;
- Engaging in any data mining, data harvesting, data extraction, or any other similar activity in relation to the Platform or while using the Platform;
- Using an application programming interface (API) or any other means of connection to access or use the Platform other than those made available by Pyx Health, unless approved in advance by Pyx Health; or
- Assisting a third party in engaging in any of these prohibited activities.
Privacy policy and security
Please read our Platform Privacy Policy to learn how personal information about you is collected, used, and shared. By agreeing to these Terms of Use and/or by using the Platform, you are also agreeing to the Platform Privacy Policy. The Platform Privacy Policy (and changes to it) are incorporated by reference into these Terms of Use.
Text messages and phone calls
By giving us your mobile phone number, you are agreeing to receive text messages and calls from Pyx Health and our Clients, affiliates, business partners, services providers and contractors that include information about your health and social determinants of health (“SDOH”), including without limitation:
- Your hospitalization, treatment, and/or coordination or transition of your care;
- Scheduling and appointment reminders;
- Prescription refills;
- Food, housing, and transportation needs; and
- Other health-related communications.
These communications may be done by automated dialing equipment and/or artificial or prerecorded messages. You may receive multiple messages each day. Data and text message rates may apply. We are not responsible for any data transmission fees. You can opt out at any time from receiving text messages by replying “STOP.” This opt out process does not apply to live phone calls or emails, which may continue in case we need to reach you.
Third party content
The Platform may contain content, products or services offered by third parties, such as community resources (like www.211.org). Pyx Health does not endorse any websites that are linked to this Platform. Pyx Health takes no responsibility for any content, products, or services offered by a third party, and you agree that Pyx Health will not be held liable for any damage or loss caused by a third party
MEDICAL DISCLAIMER, DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY AND CLASS ACTION WAIVER
MEDICAL DISCLAIMER: THE PLATFORM DOES NOT OFFER MEDICAL ADVICE, AND NOTHING CONTAINED IN THE PLATFORM IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL OR BEHAVIORAL HEALTH DIAGNOSIS OR TREATMENT. You should not rely on anything contained in the Platform. Your use or reliance upon this Platform is done at your own risk.
DISCLAIMERS OF WARRANTY: PYX HEALTH DOES NOT GUARANTEE THAT INFORMATION ON THE PLATFORM WILL BE ACCURATE, COMPLETE, TIMELY (REAL TIME), ERROR-FREE, SECURE, OR WITHOUT INTERRUPTIONS. YOU UNDERSTAND AND AGREE THAT THE PLATFORM, ANY SERVICES PROVIDED THROUGH THE PLATFORM, AND ALL THIRD-PARTY INFORMATION ON THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, PYX HEALTH MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE APP OR THE MATERIALS CONTAINED ON THE PLATFORM, AND TO THE FULLEST EXTENT PERMITTED BY LAW PYX HEALTH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PYX HEALTH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
LIMITATIONS OF LIABILITY: YOU UNDERSTAND AND AGREE THAT PYX HEALTH, ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, AFFILIATES, BUSINESS PARTNERS, SERVICE PROVIDERS, CONTRACTORS AND CLIENTS (SUCH AS THE PATIENT’S HEALTH PLAN OR HEALTH CARE PROVIDER), WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS), PUNITIVE, OR EXEMPLARY DAMAGES, PENALTIES, OR SPECIAL LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM, THE USE OF THE PLATFORM BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OF USE OR PLATFORM PRIVACY POLICY.
IN NO EVENT WILL PYX HEALTH’S LIABILTY (OR THE LIABILITY OF ITS CLIENTS) ARISING OUT OF OR RELATED TO USE OF THE PLATFORM EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY THE RELEVANT CLIENT TO PYX HEALTH FOR SERVICES PROVIDED TO THAT PATIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE LIABILITY AROSE; OR (B) $50,000. THIS MONETARY CAP ON LIABILITY APPLIES REGARDLESS OF WHETHER PYX HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LIABILITY OR THE TYPE OF CLAIM (INCLUDING WITHOUT LIMITATION CONTRACT OR TORT).
PYX HEALTH DISCLAIMS RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE PROPERTIES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, PLATFORM PRIVACY POLICY, OR APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
YOU ALSO UNDERSTAND AND AGREE THAT PYX HEALTH IS NOT RESPONSIBLE FOR A CLIENT’S OR A PLATFORM USER’S HEALTH PLAN’S, HEALTH CARE PROVIDER’S OR CARE TEAM’S ACTS OR FAILURE TO ACT.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS WERE FORESEEABLE OR PYX HEALTH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS.
CLASS ACTION WAIVER: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE TERMS OF USE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, OR CLASS OR COLLECTIVE ARBITRATION.
If applicable law does not allow for any disclaimer, limitation of liability, or waiver (or any portion thereof) as set forth in these Terms of Use, the disclaimer, limitation of liability, or waiver will be deemed modified solely to the extent necessary to comply with applicable law.
This Section will survive the termination or expiration of these Terms of Use.
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PYX HEALTH, ITS MEMBERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, AFFILIATES, BUSINESS PARTNERS, SERVICE PROVIDERS, CONTRACTORS AND CLIENTS (INCLUDING WITHOUT LIMITATION THE PATIENT’S HEALTH PLAN OR HEALTH CARE PROVIDER), FROM ANY AND ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM, THE USE OF THE PLATFORM BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OF USE. This Section will survive the termination or expiration of these Terms of Use.
Intellectual property rights
Pyx Health is a registered trademark in the United States. Pyx Health and all content and other materials on the Platform, including without limitation, all logos, designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of Pyx Health (collectively, “Pyx Health Content”). Other logos and product and company names mentioned on the Platform may be the trademarks of their respective owners.
You are granted a limited, nonexclusive, nontransferable, revocable license only to use the Pyx Health Content, subject to the restrictions provided in these Terms of Use. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Platform, attempt to do so, or assist anyone in doing so.
Term and termination
These Terms of Use are effective immediately on download of the Platform. The then-current version of these Terms of Use will remain in full force and effect while you use the Platform. Your request and ability to access and use the Platform is not guaranteed. Pyx Health may turn off your access to the Platform without notice for any reason or no reason, including if you abuse the Platform, if you lose health plan coverage or end the patient-provider relationship, or at the direction of your health plan, health care provider or other Pyx Health Client that is paying for your use of the Platform. Your health plan or health care provider may direct us to discontinue your access to the Platform, and we will follow your health plan’s or health care provider’s instructions. If your use of the Platform is terminated for any other reason, you might be moved to the HiFriend Network. Rights and obligations which by their nature should survive, will remain in full force and effect following termination or expiration of these Terms of Use, including without limitation all disclaimers, limitations on liability, class action waiver, and indemnification.
Changes to these Terms of Use
We may change these Terms of Use at any time and for any reason. You can access the most current version of these Terms of Use that apply to your use of the Platform through the Platform. You can also contact us for a copy at: [email protected].
Unless otherwise specified by us, all changes will be effective immediately upon being updated in the Platform. You should look at these Terms of Use on a regular basis. The “Last Updated” date is posted at the top of these Terms of Use. You agree to any changes by using the Platform after the changes become effective. If you do not agree to the changes, you must stop using the Platform.
We may also notify you of major changes by a push notification to the mobile phone number you provided to us. By agreeing to these Terms of Use, you agree to receive such push notifications.
Electronic communications, transactions, and signatures
Using the Platform, notifications, text messages through your device’s SMS, and emails are all electronic communications. You agree to receive and send electronic communications. You agree that all agreements, notices, consents, authorizations, disclosures, and other communications done electronically either through the Platform, SMS (or other text messaging applications), email, or other electronic means satisfy any legal requirement that such communication be in writing. You also agree to the use of electronic signatures (including check marks / click throughs), contracts, consents, authorizations, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by or through the Platform, SMS (or other text messaging applications), or email. You waive any rights or requirements under any applicable law which require an original signature, signature by name or initial, or delivery or retention of non-electronic records.
Governing law and jurisdiction
Arizona law governs the interpretation of these Terms of Use and Platform Privacy Policy, and will apply if there are disputes. Disputes will be settled in Pima County, Arizona. Pyx Health will decide if disputes will be settled through an arbitration process. Any such arbitration process will be by Pyx Health.
Miscellaneous terms
These Terms of Use, including any legal notices and disclaimers contained on the Platform, constitute the entire agreement between Pyx Health and you in relation to your use of the Platform, and supersede all prior agreements and understandings with respect to the Platform. You agree that you have not relied on any promises or representations by us except as set forth in these Terms of Use.
If any provision of these Terms of Use is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole, and such provisions will be deleted without affecting the remaining provisions.
Pyx Health is permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms of Use without any notification or consent required. You are not permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Use.
Contact information
If you have questions, please contact us at: [email protected].