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Pebble Health User Terms of Use (Version 1.0)


Effective Date: July 2021

Welcome to Pebble Health Inc. (a Delaware corporation, that with its subsidiaries and affiliates will be collectively referred to as “Company,” “we,” or “us”). We are a technology company that enables small businesses (“Employers”) to provide better health benefits for their employees. These terms and conditions of use, together with all documents they expressly incorporate by reference (collectively, the “Terms”) represent a binding agreement (“Agreement”) between you (“User” or “you”) and us.

Pebble Health, directly and through its digital properties, including but not limited to, pebble.health (the “Corporate Website”), member and employer facing websites and mobile applications, and other digital services (the “Digital Platform”), provides health plan and benefits administration services (collectively, such services, the Corporate Website, and the Digital Platform, including any new features, applications, and functionality, are referred to in this agreement as the “Services”). Please read these Terms, carefully before using the Services because they govern your use of the Services.

WITH LIMITED EXCEPTION, THESE TERMS REQUIRE USER (AS DEFINED BELOW) TO SUBMIT CLAIMS AGAINST PEBBLE HEALTH TO BINDING AND FINAL ARBITRATION AND WAIVES USER’S RIGHTS TO BRING A CLASS ACTION AGAINST PEBBLE HEALTH.

1. Applicability of these Terms
These Terms apply to all Users who use or access the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services. If User is agreeing to these terms on behalf of a business or an individual, User represents and warrants that User has the authority to bind that business or other individual to these Terms, including without limitation, Arbitration Requirements and User’s agreement to these terms constitutes the agreement of the User and of such business or individual. In such cases, the term “User,” as employed in this agreement, also refers to such business or individual.

Individuals under 13 years of age are not authorized to use the Corporate Website or Digital Platform, with or without a registration. We expressly do not agree to offer the Corporate Website or Digital Platform to individuals under the age of 13.

BY CLICKING THE “AGREE” BUTTON/CHECKING THE BOX BELOW NEXT TO YOUR STATEMENT OF ACKNOWLEDGEMENT AND AGREEMENT WITH THESE TERMS YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE DIGITAL PLATFORM AS SET FORTH HEREIN AND TO GRANT THE RIGHTS GRANTED BY YOU HEREIN; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS WITHIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE DIGITAL PLATFORM. HEALTH BENEFITS WILL STILL BE AVAILABLE TO EMPLOYEES, DEPENDENTS AND INDIVIDUALS UNDER 13 YEARS OF AGE.

2. Use of Service.
You must use the Digital Platform, and any information or data (whether audio, video, image, or text) accessible on or through the Application (“Content”) in accordance with these Terms, any applicable user documentation, manuals, and user guides available within or through the Digital Platform (“Documentation”), and any Company policies posted on the Digital Platform (including Company’s Separate Privacy Policy, if any), each of which is incorporated here by reference.

Your user name, identification number, password, license or security key, security token, PIN, or other method to verify your identity and authorization to access and use the Digital Platform (“Access Credentials”) are personal to you. Access Credentials cannot be used by more than one individual User.  You must not share, reassign, divulge or disclose Access Credentials except as permitted by the Terms. You must notify us immediately of any breach of security or unauthorized use of or access to your Access Credentials. You are solely responsible for all actions taken under your Access Credentials. Without limiting any of our other legal or equitable rights, we have the right to disable any Access Credentials at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

You understand that, in order to use any mobile or tablet website or application version of the Application (“Mobile Application”), you must have a mobile or tablet device that is compatible with such Mobile Application.

3. Data Submissions.
If User registers for the Services, User agrees to provide and maintain true, accurate, current, and complete information. We are not responsible or liable to any third party for the content or accuracy of any User Data or any other User-supplied content posted by you or any other User of the Digital Platform. However, we reserve the right, without any obligation, to monitor your use of the Digital Platform at any time and to remove any materials that, in our sole opinion, may be illegal, may subject Company to liability, may violate these Terms, or are inconsistent with the purpose of the Digital Platform. YOU HEREBY CONSENT TO OUR RIGHT AND ABILITY TO MONITOR YOUR USE OF THE APPLICATION, WITH OR WITHOUT FURTHER NOTICE TO YOU, TO COLLECT INFORMATION ABOUT YOUR USE OF THE SERVICE, WHETHER ACTIVELY OR PASSIVELY, AND TO REMOVE MATERIALS AS SET FORTH ABOVE.

You hereby grant to Company and its affiliates and service providers, and its and their respective licensees, successors, and assigns, the right to organize, store, analyze, access, transfer and otherwise process (collectively, “Process”) User Data for purposes of providing the Digital Platform and Content to you and otherwise as permitted in connection with the Agreement for the benefit of the applicable Participant(s). You further grant to Company and its affiliates and service providers, and its and their respective licensees, successors, and assigns, the right to use, Process, and disclose in an aggregated manner, at any time after it has been entered or supplied through the Digital Platform, for Company’s and its affiliates’ business purposes (including operating, maintaining and improving any Digital Platform or Content)

We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, COMPANY HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

Non-public Subscriber personal health information (“Subscriber Health Information”) may be submitted and made available by Users for the purpose of facilitating the provision of virtual care from physicians, enabling Users to access medical records and related charts, providing digital access to explanations of benefits, and other services including but not limited to searching for and scheduling care. Subscriber Health Information submitted to or processed by the Digital Platform is subject to the same obligations, rights, limitations, or other agreements as other User Data. You agree that the Company is not responsible for the content or accuracy of any Subscriber Health Information processed or made available through the Digital Platform or any related services facilitated by the Digital Platform, including, but not limited to, the provision of virtual care. You agree that no Digital Platform materials, services, or disclosures shall constitute the provision of medical advice by the Company. You agree that your Employer, and not Company, shall be responsible for compliance with all legal and regulatory requirements regarding the collection, use, and disclosure of your Subscriber Health Information. All communications and materials produced by or between Participants, including those involving Subscriber Health Information, shall be their own and shall not be attributable to Company or Digital Platform.

4. Acceptable Use Policy.
This Section 3 sets forth the “Acceptable Use Policy”. Except as expressly permitted by these Terms, You may not:

a.
license, sublicense, offer, sell, lend, pledge, rent, lease, resell, assign, distribute, publish, transfer or otherwise make available to any person or entity or commercially exploit the Digital Platform or the Content in any way, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

b. copy, reproduce, translate, modify or make derivative works or improvements of or based upon the Digital Platform or the Content;

c. create Internet “links” or “frame,” “mirror,” or utilize framing techniques to enclose the Digital Platform or any Content on any other server or wireless or Internet-based device;

d. reverse engineer or disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Digital Platform or the Content, in whole or in part;

e. access or use the Digital Platform or the Content for purposes of (a) building, developing, or providing a competitive product or service, (b) building, developing, or providing a product using similar ideas, features, functions or graphics of the Digital Platform, (c) copying any proprietary features, functions or graphics of the Digital Platform, (d) conducting competitive analysis, (e) using a competing software service or product, or (f) any other purpose that is to the Company’s detriment or commercial disadvantage;

f. access or use the Digital Platform or the Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Participant or User), or that violates any applicable law;

g. access or use the Digital Platform to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

h. access or use the Digital Platform to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

i. bypass or breach any security device or protection used by the Digital Platform or the Content or access or use the Digital Platform or the Content other than through the use of your own then valid Access Credentials;

j. input, upload, transmit, or otherwise provide to or through the Digital Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any software viruses, worms, time bombs, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs;

k. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Digital Platform (including, without limitation, any Mobile Digital Platform or website of Company), the Content, Company’s computing systems or Company’s provision of Solutions to any third party, in whole or in part;

l. remove, delete, alter, or obscure any trademarks, Documentation, end-user license agreement, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Digital Platform or Content, including any copy thereof;

m. scrape or data-mine the Digital Platform or the Content (including through the use of any robot, spider or other automated device);

n. otherwise access or use the Digital Platform or the Content beyond the scope of the authorization granted under these Terms.

5. Links to Third Party Sites.
The Digital Platform may include links (whether background or external) to, or other means of accessing, websites, data, content, software, or other materials provided by a third party (“Third Party Materials”). You understand that Third Party Materials are offered and made available by the applicable third party licensor, and not by Company, and, as such, may be used, edited, reproduced and distributed by such third party provider outside the scope of these Terms and without our knowledge, endorsement, or control. The use of Third Party Materials is subject to the terms and conditions of these Terms and those of the third party provider. COMPANY IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ANY THIRD PARTY MATERIALS OR ANY USE THEREOF BY YOU OR ANY OTHER USER.

6. Intellectual Property.
As between Company and You, Company exclusively owns all right, title and interest, including all related intellectual property rights, in and to the Digital Platform, the Content, the Usage Data (as defined below) and any modification, upgrade, or enhancement to any of them (including one that incorporates your suggestions, enhancement requests, recommendations, corrections, or other feedback). Company reserves the right to further develop and edit the Digital Platform and the Content in its sole discretion. All rights not expressly granted to you are reserved by Company and its licensors. Except for your limited right to use and access the Digital Platform and Content in accordance with and subject to these Terms, we are not conveying to you any right, title, interest, or license in or related to our services, materials, content, technology, data, or intellectual property rights, or those of any third party.

Subject to the foregoing, we grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right and license to, prior to the expiration or termination of these Terms, download, copy, make available internally and as otherwise permitted by the applicable Participant in accordance with its Agreement, and use Content solely to the extent made available to you for such purposes through the Digital Platform and solely for Your Employer’s internal business purposes in the ordinary course of its business and for any other reason set forth in the Agreement.

You acknowledge and agree that we may collect information, data or content related to how you access and use the Digital Platform, which is collected automatically, manually, or passively using a variety of technologies whenever you interact with the Digital Platform (“Usage Data”). You consent to our use, both during and after the time that you are permitted to access and use the Digital Platform, of any Usage Data, as well as any suggestions, enhancement requests, recommendations, corrections, or other feedback that you provide to us. You agree that we may incorporate any of the foregoing into the Digital Platform or a Solution via a modification, upgrade, or enhancement to the Digital Platform or the Solution.

Trademarks, service marks, and trade names that may appear in the Digital Platform are the property of their respective owners. Neither your access to or use of Digital Platform, nor these Terms, gives you a right to use the name “Pebble Health” or “Pebble”, or any other Company-owned name or any of Company’s trademarks, logos, domain names, or other distinctive brand features.

7. Indemnification; Disclaimers; Limitation of Liability.
To the extent not prohibited by law, you will indemnify, hold harmless, and, at Company’s request, defend Company, its affiliates, and its and their respective licensors, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) to the extent arising from (a) any User Data or Personal Data you enter into the Digital Platform (or that Company gathers or collects on your behalf or that you create, generate, or Process via the Digital Platform), (b) any violation of these Terms, or (c) your use of or access to the Digital Platform, Content, or Third Party Materials, in each case, except to the extent such claim, demand, damage, loss, liability, cost, or expense arises from our sole negligence.

Because software is inherently complex and may not be free from errors, you should verify the results of any service provided and the work product of the Digital Platform. THE APPLICATION AND CONTENT ARE PROVIDED “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE APPLICATION OR ANY CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE HEREBY SPECIFICALLY DISCLAIMED.

IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE APPLICATION. YOU ARE PROVIDED ACCESS TO THE APPLICATION PURSUANT TO THE AGREEMENT, SOLELY FOR THE BENEFIT OF YOUR PARTICIPANT AND AT YOUR PARTICIPANT’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE AGREEMENT, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICE SHALL BE SOLELY TO YOUR PARTICIPANT PURSUANT TO THE AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

WITHOUT LIMITING ANYTHING IN THIS AGREEMENT, ANY GENERAL ADVICE OR INFORMATION THAT MAY BE POSTED ON THE DIGITAL PLATFORM OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE ANY MEDICAL OR OTHER PROFESSIONAL ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM THE SERVICE OR PEBBLE HEALTH OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PEBBLE HEALTH OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND USER’S DEALING WITH ANY OTHER SERVICE END USER. USER UNDERSTANDS AND AGREES THAT USER USES ANY PORTION OF THE SERVICE AT ITS OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO USER’S PROPERTY (INCLUDING USER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other damages. The disclaimers, limitations of liability, and exclusions set forth herein will not apply to the extent prohibited by applicable law.

8. Termination.
These Terms continue until the Agreement expires or is terminated, or your access to the Digital Platform has been terminated by Your Employer or us. The sections titled “Intellectual Property,” “Indemnification; Disclaimers; Limitation of Liability,” “Termination,” and “Miscellaneous” will survive any expiration or termination of these Terms. Company (on behalf of itself and the Users) reserves the right to end the use of the Digital Platform at any given time for any or no reason.

9. Notices.
Except as otherwise required by these Terms, all notices We give to you will be given through a general notice on the Digital Platform or via email to your email address on record. By accessing the Digital Platform, you consents to receive such communications. Any notice you send to us should be sent to Pebble Health, 1122 E Pike Street, PMB 1082, Seattle, WA 98122.

10. Modification.
We reserve the right to update, modify, or supplement these Terms from time to time, with or without notice to you. Such changes will become effective when we post the revised Terms as part of the Digital Platform. You should regularly review these Terms. Your continued use of the Digital Platform after such changes are posted will constitute your acceptance of any and all such changes. Any revised Terms will supersede all previous versions.

11. Miscellaneous.
You acknowledge and agree that the Digital Platform possesses a special, unique and extraordinary character that would make it difficult to assess the monetary damages resulting from any unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Company or other Users for which Company or such other Users would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies available to Company, Company shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

These Terms shall be construed and enforced under the laws of the State of Washington, except for its conflict of laws principles. You waive any defenses based on lack of personal jurisdiction or venue, or inconvenient forum.

If any provision of these Terms is unenforceable, then such provision shall be of no effect on any other provision hereof.

The failure or delay of a party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

These Terms constitute the sole and entire agreement between you and Company regarding the Digital Platform and Content and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the foregoing. Notwithstanding the foregoing, in the event of a conflict between these Terms and the Third Party Administrator Agreement of your Employer, the latter will control; provided that the foregoing will not be interpreted to prohibit these Terms from supplementing the terms of the Agreement. If you are an employee or independent contractor hired directly by Company, in the event of a conflict between these Terms and the terms of your employment or contractor relationship with the Company, the terms of your employment or contractor relationship with the Company will control; provided that the foregoing will not be interpreted to prohibit these Terms from supplementing the terms of your employment or contractor relationship with the Company.