Terms of Use

This is a legally binding agreement between you and Pyx Health, Inc. (www.pyxhealth.com) about your use of the Pyx Health application, website and related services (collectively, the “App”). Your use of the App means that you have read, understand, and agree to these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU MUST NOT USE OR MUST STOP USING THE APP IMMEDIATELY.

These Terms of Use cover the following:

How the App works

The App is intended to be used by adults (18 years of age or older) who are either a member of a health plan or a patient of a health care provider that has chosen to offer the App to their members or patients (collectively, “Patients”). A health plan or health care provider customer may also decide to provide the App to a Patient who is a minor child 13 years of age or older. The App may not 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. The default network is not associated with any health plan or health care provider customer of Pyx Health. In these Terms of Use, we refer to Patients associated with a health care provider or health plan customer of Pyx Health, and individuals who use the default network, as each a “User” and collectively as “Users” of the App.

The App is a person-centric smartphone solution that uses a chatbot technology to provide informed, relevant, and non-clinical support to Users. THE APP 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.

Retired services (like Pyx Pals and health care zone notifications)

You may be using (or have used) an older version of the App that allows you to give App access to adult family members and friends involved in your care (called “Pyx Pals”), and/or have automatic notifications sent from the App to your health plan, health care provider and/or Pyx Pal when you are near to or enter certain places, like a hospital, crisis response clinic, or urgent care center (a “health care zone”). Health care professionals (for example, a counselor or health plan care manager/nurse) cannot (and could not) be a Pyx Pal. This older version of the App also allows you to chat with your chosen Pyx Pals through text messaging on the App (called “chats”). Pyx Health, your health plan, your health care providers, and other members of your care team do not (and did not) monitor or view these chats.

Effective 3/5/2021, we are retiring the Pyx Pal service and health care zone notifications. We may continue to support the Pyx Pal service and health care zone notifications after this effective date for a limited time for Patients of health plans and health care providers who want to continue to make these services available to their Patients under their agreements with Pyx Health. All other Users will use the newer version of the App, which does not support the Pyx Pal service. If you are or were a Pyx Pal, and are not a Patient of a health plan or health care provider who is contracted with Pyx Health, we may move you to the default network so that you may continue to have personal use of the App. However, you will no longer receive information about the person for whom you were designated a Pyx Pal. If you have any questions or concerns about this change to the App, please contact us at [email protected].

Conditions on your use of the App

As a condition of your use of the App, you understand and agree to all of the following:

• You are an enrolled member of a health plan or patient of a health care provider that is contracted with Pyx Health to provide the App to you, or you are an individual who Pyx Health has authorized to use the default network.
• 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 App, or you must be at least 13 years old (a “Mature Minor”) and either (a) emancipated, or (b) have the permission of your parent or guardian to use the App. If you are a Mature Minor whose parent/guardian has given their permission for you to use the App, 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 App; (b) monitoring such Mature Minor’s access to and use of the App; and (c) the consequences of any use of the App by such Mature Minor.
• You have the legal capacity to enter into this binding legal agreement with us.
• You will use this App 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 business partners / customers 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 business partners / customers responsible or liable if others get access to these communications.
• The App may be updated, and the content of the App and App services may change without notice.

Prohibited uses of the App

You are prohibited from doing any of the following:

• Using the App for any illegal, unethical, abusive, offensive, harassing, or unsolicited purpose.
• Using the App to advertise, sell, or make a profit.
• Copying or publishing any App material in any media, selling, sublicensing, and/or otherwise commercializing any App material.
• Publicly performing and/or showing any App material.
• Using the App in any way that is damaging to the App or that impacts other User access to the App.
• 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 App.
• Engaging in any data mining, data harvesting, data extraction, or any other similar activity in relation to the App or while using the App.
• Assisting a third party in engaging in any of these prohibited activities.

Privacy policy and security

Please read our Privacy Policy to learn how information about you is collected, used, and shared. By agreeing to these Terms of Use and/or by using the App, you are also agreeing to the Privacy Policy. The 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 affiliates and business partners / customers that include information about your health and your social determinants of health, or that may affect your health and your social determinants of health, 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
  • Notification of important information and events that may affect your health or care, such as a natural emergency disaster in your area
  • 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 App 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 App. 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 APP DOES NOT OFFER MEDICAL ADVICE, AND NOTHING CONTAINED IN THE APP IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT. You should not rely on anything contained in the App. Your use or reliance upon this App is done at your own risk.

DISCLAIMERS OF WARRANTY: PYX HEALTH DOES NOT GUARANTEE THAT INFORMATION ON THE APP WILL BE ACCURATE, COMPLETE, TIMELY (REAL TIME), ERROR-FREE, SECURE, OR WITHOUT INTERRUPTIONS. YOU UNDERSTAND AND AGREE THAT THE APP, ANY SERVICES PROVIDED THROUGH THE APP, AND ALL THIRD PARTY INFORMATION ON THE APP ARE PROVIDED “AS IS,” 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 APP, 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 AND BUSINESS PARTNERS / CUSTOMERS (LIKE 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 THIS APP, THE USE OF THE APP BY ANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OF USE OR PRIVACY POLICY.

IN NO EVENT WILL PYX HEALTH’S LIABILTY (OR THE LIABILITY OF ITS BUSINESS PARTNERS / CUSTOMERS) ARISING OUT OF OR RELATED TO USE OF THE APP EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY THE PATIENT’S HEALTH PLAN OR HEALTH CARE PROVIDER 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 APP, 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, 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 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 AND BUSINESS PARTNERS / CUSTOMERS (INCLUDING 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 APP, THE USE OF THE APP 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 App, 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 App 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 App, attempt to do so, or assist anyone in doing so.

Term and termination

These Terms of Use are effective immediately on download of the App. The then-current version of these Terms of Use will remain in full force and effect while you use the App. Your request and ability to access and use the App is not guaranteed. Pyx Health may turn off your access to the App without notice for any reason or no reason, including if you abuse the App, if you lose health plan coverage or end the patient-provider relationship, or at the direction of your health plan or health care provider. Your health plan or health care provider may direct us to discontinue your access to the App, and we will follow your health plan’s or health care provider’s instructions. If your use of the App is terminated for any other reason, you might be moved to a default 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. Changes to these Terms of Use will be posted on this website: www.pyxhealth.com. However, your health plan or health care provider may require that we use a modified version of these Terms of Use in connection with your use of the App. In those cases, the Terms of Use posted on our website (www.pyxhealth.com) may differ from the version we are required to use for you by your health plan or health care provider. You can access the most current version of the Terms of Use that applies to your use of the App through the App. You can also contact us for a copy.

Unless otherwise specified by us, all changes will be effective upon being posted. 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 App after the changes become effective. If you do not agree to the changes, you must stop using the App.

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 App, 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 App, 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), 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 App, 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 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 App, constitute the entire agreement between Pyx Health and you in relation to your use of the App, and supersede all prior agreements and understandings with respect to the App. 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: www.pyxhealth.com