Transcarent Terms of Service
Last Updated: October 16, 2023
Effective: Upon Acceptance
Welcome, and thank you for your interest in Transcarent, Inc. (“Transcarent,” “we,” or “us”) and our reimagining of the way individuals experience their health and care. Transcarent is the first comprehensive health and care experience company that makes it easy to get the high-quality, affordable health and care that everyone deserves. We do that by directly connecting consumers with high-quality care, transparent information, and trusted guidance on their terms – in as little as 60 seconds, 24/7, from the palm of their hand.
In order to make the Transcarent health and care experience (like our live health guides and access to high quality services) available to you, Transcarent operates mobile applications, digital tools, other solution services, and related websites (including our website at transcarent.com or one or more successor websites) (the “Site”)) (collectively, the “Service”).
These Terms of Service (“Terms”) set forth the terms and conditions under which we provide the Service and are a legally binding contract between you and Transcarent regarding your use of the Service However, because Transcarent provides the Service to you on behalf of your group health or welfare plan, the terms of your plan’s service benefit brochure will control in the event of any conflict with these Terms related to your plan benefits. Please see our Privacy Notice for more details.
It is important to note that “Service” as defined above and used throughout this document does not include any of the clinical or medical health and care services you may access through our solution, which may include Healthcare Services (as defined below) you receive from Transcarent’s affiliated medical group and/or other healthcare you receive from a third party health care facility, practitioner, professional, or specialist using or accessible through the Service (“Care Providers”). These services are provided by independent health care practitioners. Transcarent itself is not a licensed medical professional; we provide access to the Service along with transparent information and trusted guidance to empower you to effectively navigate these services.
In the event you access primary care, behavioral healthcare and other healthcare services from the Care Providers (collectively, the “Healthcare Services”), Section 3 sets forth the terms and condition under which the Care Providers will provide such Healthcare Services to you in addition to other terms and conditions that you may separately agree upon with the Care Providers.
Table of Contents
Your Relationship with Transcarent
Care Provider Terms and Conditions
General Payment Terms
Information Submitted via the Service (User Content)
Acceptable Use Policy
Term, Termination and Modification of the Service
Exclusions and Limitations of Liability
Dispute Resolution and Arbitration
1. General Terms
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE SERVICE AND AT LEAST 18 OR THE AGE OF MAJORITY WHERE YOU LIVE TO USE THE HEALTHCARE SERVICES. BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT TO US THAT: (A) YOU ARE AT LEAST 18 YEARS OLD; (B) YOU HAVE NOT PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM THE SERVICE ; AND (C) YOUR REGISTRATION AND YOUR USE OF THE SERVICE IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE AN ENTITY, ORGANIZATION, OR COMPANY, THE INDIVIDUAL ACCEPTING THESE TERMS ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND YOU TO THESE TERMS AND YOU AGREE TO BE BOUND BY THESE TERMS.
If you are under 18 years of age (or the age of legal majority where you live), you may use the Service only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to the Service. Additionally, there are circumstances in which certain adult users of the Service may be eligible to use the Service to seek medical care for or on behalf of a Minor (as defined below). The terms and conditions governing the use of the Service by an adult to seek medical care for or on behalf of a Minor are set forth in Section 7 below concerning pediatric medical care. For purposes of this Agreement and all uses of the Service and, a “Minor” is a person that is under 18 years of age (or the age of legal majority where the Minor lives). A Minor may use the Service only under the circumstances described in Section 3 below concerning pediatric medical care sought by an adult user of the Service. Transcarent reserves the right to request proof of age at any point so that it can verify that Minors are not using the Service without supervision by an authorized adult. If Transcarent believes that a Minor is using the Service without adult supervision, it may block the Minor from using the Service.
If applicable, the aforementioned requirements will also govern your receipt of Healthcare Services from the Care Providers. If you are not eligible, or do not agree to the Terms, PLEASE DO NOT ACCESS, BROWSE, OR USE THE SERVICE OR HEALTHCARE SERVICES.
YOU AGREE TO USE REASONABLE EFFORTS TO PROTECT AGAINST UNAUTHORIZED ACCESS TO YOUR PHONE, COMPUTER, AND/OR OTHER TYPES OF ELECTRONIC DEVICES USED TO ACCESS THE SERVICE BY: SIGNING OFF AFTER USING A SHARED COMPUTER; CHOOSING A ROBUST PASSWORD THAT HAS 8 TO 64 CHARACTERS, AT LEAST 1 NUMBER, AT LEAST 1 LOWER CASE LETTER, AT LEAST 1 UPPER CASE LETTER, AND AT LEAST 1 SYMBOL; CANNOT BE EASILY GUESSED OR DERIVED BY UTILIZING PUBLIC INFORMATION ABOUT YOU (SUCH AS DATE OF BIRTH, ADDRESS, ZIP CODE, TELEPHONE NUMBER, OR NAME); KEEPING YOUR LOG-IN AND PASSWORD PRIVATE; AVOID USING A DEVICE THAT HAS BEEN “ROOTED,” “JAILBROKEN,” OR HAS OTHERWISE HAD ITS OPERATING SYSTEM MODIFIED BY ANYONE THAT COULD POTENTIALLY ALTER THE AUTHORIZED SECURITY FUNCTIONS OF THE DEVICE; MAINTAIN A TIME-OUT FUNCTION THAT REQUIRES RE-AUTHENTICATION AFTER INACTIVITY; AND UNDERTAKE OTHER PROTECTIVE ACTIONS CONSISTENT WITH GOOD MANAGEMENT OF DIGITAL DEVICES.
Also, upon your acceptance of the terms of this Agreement, you agree that you have been advised of and understand the potential risks, consequences, and benefits of receiving medical care using remote, electronic communications, as described in the Consent to Treat section set forth in Section 3. And, by providing your mobile phone number through the app, you agree to opt-in to receive messages via SMS, as further described in Section 9.
Transcarent reserves the right to change these Terms from time to time. Please check these Terms periodically for changes. If we make a material adverse change to these Terms, we will provide you with prior notice unless providing such notice would not be reasonable in light of legal, regulatory, or other government action; in relation to privacy or security considerations; or due to a “force majeure” (i.e., circumstances outside of our control such as a pandemic, natural or human-made disaster, war, or otherwise). We may require that you affirmatively accept the modified Terms in order to continue to use the Service. Your use of the Services after these Terms have been modified or your acceptance has been indicated, as applicable, indicates your acceptance of the revised Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
We reserve the right to modify or discontinue the Service and Healthcare Services at any time (including by limiting or discontinuing certain features of the Service and Healthcare Services), temporarily or permanently, without notice to you. Transcarent and the Care Providers will have no liability for any change to the Service or Healthcare Services or any suspension or termination of your access to or use of the Service or Healthcare Services.
ARBITRATION NOTICE. THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH ARBITRATION AND WITHOUT A JURY TRIAL (OR OTHERWISE IN A COURT OF LAW), ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.
2. Your Relationship with Transcarent
Your Relationship with Transcarent. Transcarent works on behalf of your health plan to provide an experience through which we enable you to better understand your health and care options, consult with health care practitioners and obtain access to additional information, facilitate your use of the health and care systems available to you, and support you as you make your health and care decisions. The health and wellness resources made available through our Service are for informational purposes only and are not a substitute for direct health care services. You are responsible for confirming the accuracy of information you access via the Service, and we encourage you to speak with qualified health care professionals before deciding on any course of action. The decision to focus on diagnosis, treatment recommendations, or both rests with you and your health care practitioner. You understand that by coordinating and in certain cases consulting with a health care practitioner through the Service, you are not entering into a doctor-patient relationship with Transcarent.
a. No Emergency Services. The Service should not be used during a medical emergency. If you have a medical emergency, call 911 or proceed to your nearest Emergency Room immediately. The Service is not intended to support or carry messages to any emergency services, including any such emergency services that may otherwise accept instant messages. You acknowledge that it is your responsibility to ensure that you have an alternate means to send and receive emergency messages and to contact emergency services. You should not delay seeking professional medical care if your symptoms or condition worsens, or if you need immediate medical attention. Notwithstanding, if a Transcarent representative reasonably suspects that you may be experiencing a health emergency, or may be a danger to yourself or another person, Transcarent reserves the right, and you expressly agree, that Transcarent may contact the appropriate emergency services, including calling 911, contacting child protection services, a suicide hotline, or other appropriate service.
b. No Practice of Medicine; No Licensed Services. Transcarent does not practice medicine or any other licensed profession. Transcarent’s services enable coordination with health care practitioners, and in certain circumstances, direct communication with health care practitioners, but Transcarent’s services do not replace any relationship with any health care practitioner or service, and Transcarent itself does not directly or indirectly provide medical or health advice, care, diagnosis, or treatment. All health care practitioners you are connected to through Transcarent, including those from the Care Providers practice independently of Transcarent. Each health care practitioner is responsible for their professional service and compliance with the requirements applicable to their profession and license. You hereby agree and acknowledge that Transcarent is in no way acting as a medical provider with respect to any person. You further acknowledge and agree that the treatments, procedures, workflow, information, medications, processes, products, and other items referenced by Transcarent or the service are not intended as a recommendation or endorsement of any course of treatment, procedure, information, product, health care practitioner, or medication and that the ultimate responsibility for diagnosing and treatment of any patient using the service rests with the health care practitioners treating such patient.
c. No Insurance, Indemnity, Payment, Guaranty or Underwriting of Health Care Benefits. You hereby agree and acknowledge that Transcarent is in no way acting as an insurer, indemnitor, payor, designer, guarantor or underwriter of health care benefits. Transcarent does not collect revenue through premium payments, does not process claims or appeals, and does not pay provider claims using collected premiums. Transcarent is not an insurer or third-party administrator. Transcarent is not responsible for determining whether any service is covered under any plan, or for making eligibility or coverage determinations with respect to any customer, member or plan. Compliance with the Employee Retirement Income Security Act of 1974 is the sole responsibility of the customer (including compliance with Section 406(a) thereof). Transcarent does not exercise discretion or control over and does not represent any customer or plan, or either of their respective assets, policies, payments, interpretations, practices or procedures.
d. No Maintenance of Medical Records. You agree not to submit medical records to Transcarent for management, storage, or sharing purposes. Transcarent does not maintain medical records on your behalf as its primary business function, although we may receive medical records as permitted by law to allow us to facilitate access to health care services. You agree and acknowledge that medical records are to be maintained by the Care Providers and, in some circumstances, by you or your health care agent.
e. No Control Over Practitioners. Transcarent is designed to be a single source of health and care information to maximize the benefits you receive from your health plan. However, we do not control or operate any Care Providers. Any opinions, advice, or information expressed by a health care facility, practitioner, professional, or specialist using or accessible through the Service are those of the facility, practitioner, professional, or specialist alone. Transcarent does not recommend or endorse any specific tests, products, procedures, medications, devices, or opinions that are made available to you through the Service. You agree that the opinions expressed by any health care practitioner you access through the service are not those of Transcarent and will not be used in any legal dispute against Transcarent, including but not limited to litigation, arbitration, claim for disability benefits, claim for worker’s compensation, and/or malpractice claims.
f. No Representations or Warranties Regarding Providers. The inclusion of health care practitioners in the Service or in any professional directory located in the Service is based on information you, such practitioners, your employer, and others provide to Transcarent, and is not intended as a tool for verifying the credentials, qualifications, or abilities of any health care practitioner contained therein. Transcarent uses proprietary data and data from trusted third-party sources in an effort to provide you with accurate and up-to-date information to assist you in making your health and care decisions. However, SUCH INFORMATION IS PROVIDED ON AN “AS-IS” “WHERE IS” AND “WITH ALL FAULTS” BASIS, AND TRANSCARENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Transcarent does not make any representations or warranties about the training or skill of any health care providers who provide services via the Services, and you are ultimately responsible for choosing your particular health care provider in every instance. Transcarent shall in no event be liable to you or to anyone for any decision made or action taken by any party in reliance on information about health care practitioners obtained through the Service. Your reliance on any information provided through the Service is solely at your own risk. The Service may not be used by any entity or individual to verify the credentials of health care practitioners. Please note that there may be other healthcare providers who meet your search criteria but are not available through Transcarent. Please note: Transcarent (1) does not employ, refer, recommend, or endorse any healthcare providers, (b) is not responsible for ensuring that information (including credentials) a healthcare provider provides about themself is accurate or up-to-date, (c) is not responsible for making sure that healthcare providers’ services are actually provided or are up to a certain standard of quality, and (d) does not receive additional fees from healthcare provider for featuring them through the Services. Transcarent does not control the actions of any healthcare providers. To the extent that you use the Services as provided by your employer, Transcarent may provide lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or advisors.
g. Non-Discrimination. You acknowledge and agree that the Service and any incentives you may become eligible to receive in connection therewith from time to time are intended to provide value-based incentives as part of a value-based insurance design program, and in no event will you be eligible to receive any of such services or incentives in a manner inconsistent with HIPAA’s prohibition against discrimination based on a health factor.
h. No Duty to Monitor Communications. By accepting these Terms, you understand that your health care practitioner may send you messages, reports, and emails via the Service regarding the treatment of your condition or in response to your inquiry. We do not and are not responsible for monitoring these messages, reports, and emails for you. You agree that you will not hold us liable for any loss, injury, or claims of any kind resulting from your failure to read these messages or for your failure to comply with any treatment recommendations contained in messages from your health care practitioner.
1. Risks of Telehealth and Other Consultative Services. If the Care Providers or your independent health care practitioner uses the Service to provide advice or treatment to you, they may not have the benefit of information that would be obtained by examining you in person and/or observing your physical condition. Therefore, your health care practitioner may not be aware of facts or information that would affect their opinion of your diagnosis or treatment. We encourage you to discuss these limitations with your health care practitioner if you have concerns. By deciding to engage the Service and Healthcare Services, you acknowledge and agree that you are aware and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) any diagnosis you may receive from your health care practitioner through the Service is limited and, in some cases, provisional; (ii) any opinions you may receive from your health care practitioner through the Service are not intended to replace a full medical evaluation or an in-person visit with your health care practitioner; (iii) a health care practitioner acting through the Service may not have important information that is usually obtained through an in-person physical examination; and (iv) the absence of an in-person physical examination may affect the health care practitioner’s ability to diagnose your condition, disease or injury through the Service. Other potential risks associated with the use of virtual encounters for advice and treatment include, without limitation, the following:
Delays in medical evaluation and consultation or treatment due to deficiencies or failures of the equipment or internet connection;
Failure of security protocols that may lead to a breach of privacy of protected health information; and
Lack of access to information resulting in adverse health outcomes.
j. Accounts and Registration. To access most features of the Service and Healthcare Services, you must register for an account. When you register for an account, you will be required to provide us with information about yourself, so that we can verify your identity. If you are a parent or guardian with children who are covered by your health plan and want your children to participate in the Service or Healthcare Services, you will need to register them, and after doing so, may be able to access certain limited aspects of the Service on behalf of your child. You agree to provide us with accurate information when you register for an account and to keep your information accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
3. Care Providers Terms and Conditions
a. Applicability. Only in the event you receive Healthcare Services from the Care Providers, the terms and conditions of this Section 3 apply. This section will govern your receipt of Healthcare Services from physicians and other medical providers from or contracted by the Care Providers (“Medical Providers”).
b. Consent to Treat. You hereby consent to receive medical care from the Care Providers using remote, electronic communications, such as interactive chat, audio, and/or video communications, specifically through your use of the Healthcare Services and the Site, where such medical care may include diagnosis, consultation, treatment, and transfer of electronic medical records and medical data (each instance, a “Visit”). You agree to be treated via a virtual visit with a physician or other medical provider (i.e., not an in-person visit) and understand that there are inherent risks and limitations associated with a virtual visit with a physician or other medical provider, including, but not limited to, risks and limitations arising from such physician’s or medical provider’s ability, or inability, to comprehensively assess and accurately diagnose illness, injury, disease, or other medical issues using remote, electronic communications. You further consent to the Care Providers filing for insurance benefits to pay for the medical care you receive from the Care Providers. You acknowledge and agree that Care Providers may have to send your medical record information to your insurance company in order to do so.
c. Location Information. You agree to accurately disclose your location prior to participating in a Visit. The Care Providers will only be permitted to render medical care to you if you are located in a state and jurisdiction in the United States of America in which such Care Providers are licensed to practice medicine.
d. No Specific Provider. You understand and agree that, as part of a Visit, you cannot select a specific Medical Provider. Further, you understand and agree that, due to emergencies, scheduling, and other circumstances, the Care Providers cannot warrant or otherwise guarantee, and does not warrant or otherwise guarantee, that you will have access to the Medical Providers, including any specific Medical Provider.
e. Physician Ownership. You acknowledge that the medical providers that render medical care to you are engaged by physician groups and other medical care organizations that are affiliated with (e.g., subsidiaries of) or otherwise associated with (e.g., a subcontractor to) the Care Providers or one of its affiliated physician groups or other medical care organizations and, in connection therewith, such medical providers may have a financial interest in the Care Providers.
f. Visit. During your Visit, you consent to the following:
Data, chat text, audio, video, and/or digital photos may be recorded;
Details of your medical information may be discussed with you and the Care Providers via the Site using electronic technology, including chat, audio, video, and/or graphics technology;
Virtual examination of you may take place; and
Medical personnel and non-medical technical personnel may join the Visit, either physically or virtually, to aid in delivery of medical care to you.
g. Access. All existing laws regarding your access to medical information and copies of your medical records apply to your Visit using the Site. Reasonable efforts will be made to eliminate any confidentiality risks associated with your Visit. All existing confidentiality protections under applicable federal and state law apply to information disclosed during your Visit. You understand that there are risks and consequences from a virtual visit with a physician or other medical provider, including, but not limited to, the possibility, that the transmission of your medical information could be disrupted or distorted by technical failures, the transmission of your medical information could be interrupted by unauthorized persons, and/or the electronic storage of your medical information could be accessed by unauthorized persons.
h. Withdrawal of Consent. You may withhold or withdraw consent to the Visit at any time without affecting your right to future care or treatment.
i. Pediatric Medical Care for Minors One Year of Age or Older. There are circumstances in which you, as an adult user of the Service, are eligible to use your user account and the Healthcare Service to seek medical care for or on behalf of a Minor.
j. Care for Minors. You may use your account and the Service to seek medical care for or on behalf of a Minor under the following circumstances:
You are a parent or legal guardian having legal custody of the Minor (or you are a partner or a spouse of a parent or legal guardian having legal custody of the Minor and you are enrolled as an eligible dependent in the group medical plan offered by such parent’s or legal guardian’s employer). If at any time, you are no longer authorized to access the Minor’s profile, due to court order or for any other reason, you agree to notify the Care Providers immediately;
You have your own user account (not the user account of your partner or spouse) and are otherwise eligible to access and use the Site;
The Minor is enrolled as an eligible dependent in the group medical plan offered by your employer (or, if you are a partner or spouse of a parent or legal guardian having custody of the Minor, on the group medical plan offered by such parent’s or legal guardian’s employer);
The Minor is at least one year old (and otherwise qualifies as a Minor, as that term is defined in Section 1 above), subject to change if the Care Providers changes the age of patients it provides services to;
The Minor has not been emancipated due to circumstances such as marriage, military service, or judicial emancipation;
The Minor is not under the care of a government agency (for example in foster or shelter care);
At the time that you initiate each Visit for the Minor, you attest that the requirements set forth in subsection (a) above are met; and
You remain present during the entirety of each Visit.
You agree that you will not use the Service to seek medical care for a Minor except in the circumstances described in this section or otherwise allow a Minor to use your account to seek medical care on their own. The Care Providers reserve the right to cancel or suspend access to the Service by you or anyone using the Service to seek medical care for a Minor in violation of the terms, conditions, limitations, and restrictions set forth in this Section 3.j, including, in the case of any Care Providers, the right to promptly end a Visit if the Care Provider reasonably believes that an attempt is being made to use the Service to seek medical care for or on behalf of a Minor in violation of this section or otherwise use the Service in a manner that is improper or potentially harmful to a Minor. The Care Providers reserves the right, and each medical provider shall have the right, to require that a Visit for rendering medical care to a Minor be conducted using video communications.
k. Fees. Depending on the type of account you have, you may be required to pay a nominal fee per Visit.
General Payment Terms. Certain features of the Service and Healthcare Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
Price. Transcarent reserves the right to determine pricing for features of the Service. Transcarent may change the fees you have agreed to be charged for any feature of the Service, including additional fees or charges, if Transcarent gives you advance notice of changes before they apply.
Third-Party Charges. Additional charges from licensed health care practitioners and/or Transcarent’s independent third-party clinical and non-clinical services partners may apply. Before you pay any fees to a third party, you will have an opportunity to review and accept the fees that you will be charged by these third parties. Such charges are subject to the applicable third-party’s terms and conditions.
Authorization. You authorize Transcarent and the Care Providers to charge all sums for the orders that you make or amounts otherwise owed, including all applicable taxes, to any payment method you provide to Transcarent for such purpose. If you pay any fees with a credit card, Transcarent may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Use of Stripe for Payment Processing. You understand that Transcarent uses the StripeTM application programming interface (or API) to process payments through the Site. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement (as provided on the Stripe website at https://stripe.com/us/connect-account/legal or a successor website) and Stripe Terms and Services (as provided on the Stripe website at https://stripe.com/us/ssa or a successor website). By agreeing to the Terms or otherwise continuing to utilize the Service, you agree to be bound by the above referenced agreements with Stripe, and agree that such agreements may be modified by Stripe from time to time. As a condition of Transcarent making payment processing services available to you through the Stripe API, you agree to provide Transcarent accurate and complete information about you and your payment information, and you authorize Transcarent to disclose such information to Stripe for the purpose of enabling payment processing on your behalf and, likewise, receive from Stripe transaction information related to your use of the payment processing services provided by Stripe as needed in order to process payments by you through the Site.
You understand and agree not to hold Transcarent liable for any adverse effect that actions (whether intentional or unintentional) may cause to any other accounts you hold. You agree to not process stolen cards or unauthorized cards through your Stripe and/or Transcarent account.
Our Privacy Notice explains how Transcarent treats your personal data and other information and protects your privacy. By accessing or using the Service, you acknowledge that Transcarent will use the data and information pursuant to and in accordance with the Privacy Notice. In addition, if you receive Healthcare Services from the Care Providers, the Notice of Privacy Practices of the Care Providers will apply.
6. Intellectual Property
a. Limited License. Subject to your complete and ongoing compliance with these Terms, Transcarent grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use object code copies only of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on mobile devices that you own or permissibly control; and (b) access and use the portions of the Service and Healthcare Services purchased by your plan.
b. License Restrictions. You may not: (a) reproduce, distribute, publicly display, or publicly perform the Service or Healthcare Services; (b) make modifications to the Service or Healthcare Services; or (c) interfere with or circumvent any feature of the Service or Healthcare Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Service or Healthcare Services, you may not use them.
c. Feedback. You may provide input and suggestions, enhancement requests, recommendations, corrections or other feedback regarding the Service and/or Healthcare Services (“Feedback”). You acknowledge and agree that the Feedback is not Confidential Information, shall become the sole and exclusive property of Transcarent, and Transcarent is entitled to the unrestricted use and dissemination of the same for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
d. Ownership; Proprietary Rights. The Service is owned and operated by Transcarent, and the Healthcare Services are owned and operated by the Care Providers. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service and Healthcare Services (“Materials”) provided by Transcarent and/or Care Providers are protected by intellectual property and other laws. All Materials included in the Service and Healthcare Services are the property of Transcarent, Care Providers and/or their respective third-party licensors. Except as expressly authorized by Transcarent or Care Providers, you may not make use of the Materials. Transcarent and Care Providers each reserves all rights to the Materials not granted expressly in these Terms.
e. Notice and Procedure for Making Claims of Intellectual Property Infringement. Transcarent and Care Providers respect the intellectual property of others and take the protection of copyrights and all other intellectual property very seriously. Transcarent and Care Providers ask our users to do the same. Transcarent and Care Providers therefore employ measures to prevent copyright and other intellectual property infringement on the Service and in the Healthcare Services. Pursuant to Title 17, United States Code, Section 512(c)(2), if you believe that your work has been copied in a way that constitutes copyright or other intellectual property infringement, please send a written notification of the claimed copyright or other intellectual property infringement to the following Designated Agent:
4700 S. Syracuse Street, Suite 900
Denver, CO 80237 Attn: Designated Agent
f. Under Title 17, United States Code, Section 512(c)(3)(A), to be effective the notification must include substantially the following information:
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
Identification of the copyrighted work or other intellectual property that you claim has been infringed, or if multiple copyrighted works or other intellectual property on the Service are covered by the notice, a representative list of such works;
Identification of the material that you claim is infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Transcarent to locate the material;
Information reasonably sufficient to permit Transcarent to contact you, such as your name, address, telephone number, and email address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright or other intellectual property owner, its agent, or the law; and
A statement by you that the notification is accurate, and under penalty of perjury, that you are the copyright or other intellectual property owner or authorized to act on the copyright or other intellectual property owner’s behalf.
Do not send any inquiries unrelated to copyright or other intellectual property infringements to the contact listed above.
7. Third-Party Terms
a. No Transcarent Control of Third-Party Content; No Statement as to Accuracy. To the extent that any of the content included in the Service is provided by third-party content providers, health care practitioners, or other Service users, Transcarent has no editorial control or responsibility over such content. Therefore, any opinions, statements, products, services, or other information expressed or made available by professionals, third-party suppliers, or users on the Service are those of such professional, third-party suppliers, or users, respectively. Transcarent does not represent, warrant, or endorse the accuracy, reliability, applicability, or currency of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the content displayed on the Service or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Transcarent.
b. Third-Party Services and Linked Websites. Transcarent may provide tools through the Service that enable you to export information, including User Content, to your device, third parties (via SMS, email, or file sharing), or directly or indirectly into third-party services (each a “Data Recipient” and collectively, the “Data Recipients”). By using one of these tools, you agree that Transcarent may transfer that information to the Data Recipient, and it is doing so at your direction. You acknowledge that no Data Recipient is under Transcarent’s control, and, to the fullest extent permitted by law, Transcarent is not responsible for any Data Recipient’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Transcarent’s control, and Transcarent is not responsible for their content.
c. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
d. Third-Party Interactions. Your interactions with entities or individuals accessible on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such entities or individuals. We encourage you to conduct whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party. You are solely responsible for exercising caution, discretion, common sense, and judgment in using the Service and disclosing personal information. You agree that Transcarent shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Service, or between users and any third party, you understand and agree that Transcarent is under no obligation to become involved or in any way assist in the resolution of such dispute. In the event that you have a dispute with one or more other users, you hereby release Transcarent, its officers, employees, agents, and successors in interest from claims, demand, and damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. If you are a California resident, you waive California Civil Code Section 1542, which states: “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.” Regardless of whether you are a California resident, you waive any claims based on statutes, common law principles, or other applicable laws similar to the substance of California Civil Code Section 1542.
8. Information Submitted via the Service (User Content)
For quality assurance and training purposes, Transcarent may monitor interactions between you and individuals that you interact with using the Services and may record telephone calls, video calls, and other similar interactions, provided that you have been given appropriate notice.
a. With Transcarent Transcarent Care Team, Care Providers, or Third-Party Practitioners. You may use the Service to connect with Transcarent, Care Providers and/or independent health care practitioners. You may initiate these connections using the Service. To the extent allowed by your plan, after opting in, you may receive invitations to connect by telephone call, text message, email, or via the Transcarent mobile application or a linked third-party application. When you initiate or accept a connection with Transcarent or a health care practitioner, you consent to receiving communications via the Service, including SMS, push notifications or personalized messages in the application, or email generated by the Service, from Transcarent or such other person and the company or entity that such other person represents (including other employees and service providers from the same company). You may disconnect from a particular health care practitioner, their company, or any other person via the Service. Disconnecting from a health care practitioner, their company, or any other person rescinds your consent for such health care practitioner, company, or other person to contact you via the Service but does not rescind any other permissions you have given the practitioner or company to contact you via other means.
b. SMS Outreach Program. Transcarent may send you text (SMS) messages at the phone number you use when you activate your account. These messages may include operational messages about your use of the Service, as well as, if allowed by your plan, marketing messages. You may opt out of receiving text messages from Transcarent at any time by texting “STOP” or “END” in reply to such messages. You may customize additional notification preferences within the Transcarent mobile and/or desktop applications and, if applicable, your device settings. You may receive text messages confirming the receipt of your opt-out request. Text messages may be sent using an automatic telephone dialing system. Acknowledging that modifications to notification preferences will change the way that you engage with Transcarent, your agreement to receive text messages is not a condition of any purchase or use of the Service. Message and data rates may apply whenever you send or receive such messages, as specified by your carrier. Messaging frequency may vary. If you are experiencing issues with the messaging program you can reply with the keyword “HELP” for more assistance, or you can get help directly at email@example.com. Carriers are not liable for delayed or undelivered messages.
c. Push Notifications and In-App Messages. When you install our app on your mobile device, you agree to receive push notifications to the extent allowed by your plan, which are messages an app sends you on your mobile device when the app is not active. You can turn off notifications directly in the Transcarent mobile application by navigating to the “Notifications” screen from your Profile Page and toggling your communications settings.
d. Email. We may send you emails concerning our products and services, as well as those of third parties, if allowed by your plan or you decide to opt-in to receiving such emails. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself or directly in the Transcarent mobile application by navigating to the “Notifications” screen from your Profile Page and toggling your communications settings. If you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.
e. Telephone. We may contact you via the telephone number you provide concerning our products and services or to follow up if allowed by your plan or you decide to op-in to receiving such calls. You may opt out from receiving these calls directly in the Transacrent mobile application by navigating to the “Notifications” screen from your Profile Page and toggling your communications settings.
10. Prohibited Conduct
BY USING THE SERVICE AND HEALTHCARE SERVICES, YOU AGREE NOT TO:
use the Service for any illegal purpose or in violation of any local, state, national, or international law;
harass, threaten, demean, embarrass, or otherwise harm any other user of the Service or any other person with whom you interact in connection with the Service, including, but not limited to, Care Providers, Transcarent Care Team members, health care practitioners contacted through the Service and Transcarent Care team members;
Promote, encourage, or engage in defamatory, harassing, abusive, or otherwise objectionable behavior; violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service;
interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identification, accessing any other Service account without permission, or falsifying your age or date of birth;
sell or otherwise transfer the access to the Service granted under these Terms or any Materials (as defined in the section above titled “Ownership; Proprietary Rights”) or any right or ability to view, access, or use any Materials;
Inaccurately or falsely represent your current location, your demographic location, your address, your medical history, information about your medical condition, or otherwise inaccurately or falsely represent yourself to Transcarent, the Care Providers;
Initiating or engaging in excessive, superfluous, or unsuitable Visits.
Repeatedly terminating or dropping off Visits prior to their conclusion.
Repeated failure to respond to and comply with the Care Providers’ follow-up and treatment plans; or
attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.
If Transcarent or Care Providers become aware that any person or entity is using the Services or Healthcare Services in violation of this Agreement, including the terms, conditions, limitations, and restrictions set forth in this section 10 Transcarent may prohibit and block or terminate such person’s or entity’s access and/or use of the Services and/or Healthcare Services.
11. Acceptable Use Policy
Are you using social media? So are we! We encourage you to read, share, follow us, and provide commentary on Facebook®, Twitter®, Pinterest®, LinkedIn®, Instagram®, and other social media sites (“Social Media Site”). Please remember that information posted on any of our social media profiles or sites is for general informational purposes only. It should not be considered medical advice and should not replace a consultation with your health care professional. Some treatments mentioned on our social media formats may not be covered by your health plan. Please refer to your benefit plan documents for information about coverage. Before you post, please make sure you read our social media disclaimer:
We are under no obligation to screen or monitor your posts or any other user content; however, we reserve the right to monitor participation to ensure that you stay on topic, are courteous, and avoid making offensive comments. Your posts and user content must adhere to the following requirements and cannot:
Contain any third-party material including logos, drawings, tattoos, photographs, pictures, sculptures, paintings, and other images or works of art, phrases, trademarks, trade secrets, or other items without explicit prior written permission to use such materials;
Contain sexually explicit, graphic, gratuitous, or unnecessarily violent content or defamatory or derogatory content against any ethnic, racial, gender, religious, sexual orientation, professional or age group or contain any pornographic or inappropriate nude material;
Contain any private information about yourself or any other individual, including without limitation, information related to the health of the individual, financial information about the individual, or any identification or account numbers related to the individual, with or without their permission or consent;
Contain any unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, inflammatory or fraudulent content;
Contain any information that is or is intended to 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;
Contain any information that you know or should know may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Impersonate, or misrepresent your affiliation with, any person or entity;
Contain any software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or
Contain any advertising, political campaigning, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or promote illegal activity and/or illegal contests, sweepstakes, gambling, including any online casino, sports books, bingo, poker, or any other form of solicitation.
We reserve the right to edit comments for content, remove off-topic contributions, delete potentially offensive, libelous, or slanderous comments or remarks, block offensive contributors, and delete actual or suspected spam content from any Social Media Site. We are not responsible for the content of any comments or responses posted by others to any website or Social Media Site we manage or monitor. We do not control the placement of any marketing or advertising displayed on our pages by social media or third-party organizations.
We reserve the right to respond to any post or user content and may occasionally privately request your contact information to assist you offline, with your consent. Any further questions about your account, claims or benefits or request for additional information can be addressed by visiting your health plan’s member website, or calling the toll-free member phone number on the back of your health plan ID or other membership card.
All trademarks are the property of their respective owners.
12. Term, Termination and Modification of the Service
a. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and end when terminated.
b. Termination. If you violate any provision of these Terms, your authorization to access the Service and any applicable Healthcare Services, and these Terms automatically terminate. In addition, Transcarent may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service or Healthcare Services, at any time for any reason or no reason, with or without notice. If you lose eligibility for the Service as a result of your coverage under your health plan terminating, Transcarent will suspend your access to the Services, and if your eligibility is not reinstated within ten (10) business days, then Transcarent will terminate your account. You may terminate your account and these Terms at any time directly in the Transcarent mobile application by navigating to the "My Profile" page from the Home Page and selecting "Delete My Account" or by contacting a Transcarent Care Team member.
c. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate, and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Transcarent any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and provisions which by their nature involve obligations extending beyond termination of these Terms will survive.
a. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Transcarent and its owners, officers, directors, employees, consultants, affiliates, subsidiaries, contractors, and agents (together, the “Transcarent Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service and Healthcare Services; (b) your violation of any portion of these Terms including, but not limited to the Acceptable Use Policy, above, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) your negligence, intentional misrepresentation, fraud, or intentional misconduct, or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
b. Disclaimers; No Warranties.
THE SERVICE, HEALTHCARE SERVICES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE AND HEALTHCARE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, AND ON AN “AS AVAILABLE” BASIS. Transcarent DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, HEALTHCARE SERVICES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE AND HEALTHCARE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Transcarent DOES NOT WARRANT THAT THE SERVICE, HEALTHCARE SERVICES, OR ANY PORTION OF THE SERVICE OR HEALTHCARE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE OR HEALTHCARE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TRANSCARENT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
ADVICE AND INFORMATION PROVIDED BY TRANSCARENT IS NOT MEDICAL CARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE, HEALTHCARE SERVICES, OR TRANSCARENT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE OR HEALTHCARE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE TRANSCARENT ENTITIES OR THE SERVICE OR HEALTHCARE SERVICES. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE OR HEALTHCARE SERVICES AND YOUR DEALING WITH ANY OTHER SERVICE USER, INCLUDING HEALTH CARE PRACTITIONERS YOU HAVE ACCESS TO THROUGH THE SERVICE OR HEALTHCARE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AND HEALTHCARE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE OR HEALTHCARE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Transcarent does not disclaim any warranty or other right that Transcarent is prohibited from disclaiming under applicable law.
c. Exclusions and Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TRANSCARENT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, HEALTHCARE SERVICES, OR ANY MATERIALS OR CONTENT ON THE SERVICE OR HEALTHCARE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TRANSCARENT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE TRANSCARENT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, HEALTHCARE SERVICES, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO TRANSCARENT FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Dispute Resolution and Arbitration
a. Generally. In the interest of resolving disputes between you and Transcarent in the most expedient and cost-effective manner, you and Transcarent agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Transcarent ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
b. Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through an applicable federal, state, or local agency if that enforcement action is available through such agency; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
c. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this section within 30 days after the date that you agree to these Terms by sending a letter to Transcarent, Inc., Attention: Legal Department – Arbitration Opt-Out, 4700 S. Syracuse Street, Suite 900, Denver, Colorado 80237 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Transcarent receives your Opt-Out Notice, this section will be void and any action arising out of these Terms will be resolved as set forth in the section below labeled “Miscellaneous.” The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
d. Arbitrator. Any arbitration between you and Transcarent will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Transcarent. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
e. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Transcarent’s address for Notice is: Transcarent, Inc., 4700 S. Syracuse Street, Suite 900, Denver, Colorado 80237. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly through informal means, but if the parties do not reach an agreement to do so within 60 days after the Notice of Arbitration is received, you or Transcarent may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Transcarent must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Transcarent in settlement of the dispute prior to the award, Transcarent will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
f. Fees. If you commence arbitration in accordance with these Terms, Transcarent will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing or a virtual hearing; or (c) by an in-person hearing as established by the AAA Rules in San Francisco County, California. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Transcarent for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
g. No Class Actions. YOU AND Transcarent AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Transcarent agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
h. Modifications to this Arbitration Provision. If Transcarent makes any future change to this arbitration provision, other than a change to Transcarent’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Transcarent’s address for Notice of Arbitration.
i. Enforceability. If any portion of this section or these Terms is found to be unenforceable, or if Transcarent receives an Opt-Out Notice from you, then the entirety of this Dispute Resolution and Arbitration section will be null and void and, in that case, the exclusive jurisdiction and venue described in the section below labeled “Miscellaneous” will govern any action arising out of or related to these Terms.
a. General Terms. These Terms and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Transcarent regarding your use of the Service and Healthcare Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise. The failure to require performance of any provision in any one instance will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, in any one instance be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
b. Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Transcarent submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New Castle County, Delaware for resolution of any lawsuit or court proceeding permitted under these Terms.
c. Additional Terms. Your use of the Service and Healthcare Services is subject to all additional terms, policies, rules, or guidelines applicable to the Service, Healthcare Services, or certain features of the Service or Healthcare Services that we may post on or link to from the Service or Healthcare Services (the “Additional Terms”). All Additional Terms are incorporated into these Terms by this reference.
d. Consent to Electronic Communications. By using the Service or Healthcare Services, you consent to receiving certain electronic communications from us and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
e. Contact Information. The Service is offered by Transcarent, Inc., located at 4700 S. Syracuse Street, Suite 900, Denver, Colorado 80237. You may contact us by sending correspondence to that address or by chatting with a live Transcarent Care Team member directly in the Transcarent mobile application. For legal matters, please email firstname.lastname@example.org.
f. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
g. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
h. International Use. The Service and Healthcare Services are only intended for visitors located within the United States. We make no representation that the Service or Healthcare Services are appropriate or available for use outside of the United States. Access to the Service and Healthcare Services from countries or territories or by individuals where such access is illegal is prohibited.
i. Notice Regarding Apple. This section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Transcarent only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby 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.
Changes to Our Terms of Service
We will update our Terms as needed to provide the Services, or as applicable laws or business needs require. We will comply with applicable legal requirements regarding providing you with notice and/or consent when we make changes; requirements depend on on the type of change made. We also provide information about how our Terms have changed over time below.
Major changes made to the Notice
October 16, 2023
In this update, we:
Added clarifications around who is eligible to access the Service.
Included updated terms and conditions for receiving services from Care Providers, whose Healthcare Services may also now be accessed through the Services.
Added an explanation about the purpose of the Privacy Notice and Notice of Privacy Practices.
Added information about what can or cannot be done with confidential information shared by or with you.
Added terms and conditions for using Stripe as a payment processor
July 15, 2021
In this update, we:
∙ Redesigned the Terms to make it easier to read and understand.
∙ Added device security requirements.
∙ Provided updated information about what’s included in the Services, what Transcarent does and does not do, and how to manage your communication preferences.
∙ Changed the Feedback provisions and associated intellectual property rights provision.
∙ Updated our contact information.
We welcome any questions, concerns, or feedback you may have about the updates to this Notice.
If you have any questions, comments, or concerns about our Terms, please email us at email@example.com or write to us at Transcarent, Inc., 4700 S. Syracuse Street, Suite 900,Denver, CO 80237, Attention: Terms of Service Inquiries.