By accessing, using, or registering with the Transperra Benefits services, mobile applications, web portals, website and any other website or online service or technology including technology that provides access to telemedicine services that Transperra operates and that links to these Terms (collectively the “Application”), you agree that you have read and understood, and, as a condition to your use of the Application, you agree to be bound by, these terms of use. You do not have permission to use the Application if you do not agree to these terms of use.

Please review these Terms carefully before using the Application or Healthcare Services . We may change these Terms or modify any features of the Application or the at any time.  The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Application.  You accept the Terms by using the Application or the Services, and you accept any changes to the Terms by continuing to use the Application or Healthcare Services  after we post the changes.

The Application is intended to facilitate the provision of services to registered users. Transperra Benefits is the operator of this Application and does not provide healthcare services. Transperra’s digital health tools do not provide medical diagnosis, advice, or treatment. You should discuss with your physician before making any medical decisions, including starting, stopping or modifying any medication or other treatment or care plan.

Services facilitated through the Application can range from health risk assessments, to diagnostic and genomic testing, to visits with healthcare providers, to prescription of medication by healthcare providers, to other healthcare tracking and navigation tools. The Application enables Healthcare Providers to offer an online telehealth service that, when clinically appropriate, allows patients to obtain a limited range of health care from participating Healthcare Providers. Based on the information you provide and the clinical judgement of the Healthcare Provider, a Healthcare Provider will provide a diagnosis and a treatment plan for you.

If you register to receive health care services from Healthcare Providers through the Application, we will rely on you to provide accurate and complete information throughout the consultation, clinical interview and the registration process, in order to ensure you receive appropriate care.

You can view a copy of Transperra’s HIPAA Notice of Privacy Practices, by clicking here. To view Transperra Benefits’s Disclaimer, click here.

Application Disclosures

Important information about your use of the application

DO NOT USE THIS APPLICATION OR HEALTHCARE SERVICES FOR EMERGENCY MEDICAL NEEDS. If you experience a medical emergency, call 911 immediately.

This Application and the Healthcare Services ARE NOT appropriate for all medical conditions or concerns.

This Transperra Benefits Terms of Use & End-User License Agreement (“Terms” ) is a legal agreement between you, the customer, and Transperra Benefits (referred to herein as “Transperra”), regarding the license, access, and use of the Application (as defined in these Terms).  In these Terms, “you,” “your,” and “yourself” refer collectively to you, the customer, and “we”, “us” and “our” refer collectively to Transperra Benefits.

Transperra does not provide any clinical services itself. Transperra does not provide any physicians’ or other healthcare providers’ (each, a “Healthcare Providers”) services itself. All of the Providers are independent of Transperra and merely using the Transperra Application to communicate with you. Any information or advice received from a Healthcare Provider comes from the Healthcare Provider, and not from Transperra. You agree that you are entering into a separate agreement with the professional corporations, Wellspring Physician P.A and the Wellspring Physician, P.Cs which shall be the provider of medical services to you.

NEITHER TRANSPERRA NOR ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTIES WHO PROMOTE THE APPLICATION OR SERVICES OR PROVIDE YOU WITH A LINK TO THE APPLICATION OR SERVICES SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE YOU OBTAIN FROM A PROVIDER VIA THE SERVICE NOR FOR ANY INFORMATION OBTAINED FROM OUR SERVICES. YOU ACKNOWLEDGE YOUR RELIANCE ON ANY PROVIDERS OR INFORMATION PROVIDED BY THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH.

Transperra does not make any representations or warranties about the training or skill of any Providers using the Application. You acknowledge that your ability to access and use the Application and Healthcare Services is conditioned upon the truthfulness of this certification and that the Healthcare Providers you access through the Application and Services are relying upon this certification in order to interact with you.

Important

By installing and/or using the Application, you represent and warrant that you are eighteen (18) years of age or older AND possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms of Use, and you acknowledge your agreement to be bound by these terms, the Informed Consent, and the Privacy Policy, including without limitation their restrictions, disclaimers, and limitations.  IN THE EVENT OF A CONFLICT BETWEEN THE clauses in THESE TERMS AND those in THE INFORMED CONSENT, THE conflicting clauses in the INFORMED CONSENT SHALL SUPERSEDE AND CONTROL OVER the conflicted clauses in THESE TERMS.

Please review each document referenced in these terms carefully before installation and use of the application OR SERVICES.  Transperra IS WILLING TO ALLOW YOUR LICENSE TO USE THE APPLICATION ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS and conditions CONTAINED IN THese terms.  If you do not accept these Terms, you are not permitted to use the Application and you must not download, access, or use the Application. Transperra reserves the right to change these Terms or to modify the Application features at any time, and your continued access or use of the Application after such changes constitutes your acceptance of those changes.

IN THE EVENT THAT YOUR CERTIFICATION IS INACCURATE, YOU AGREE TO INDEMNIFY TRANSPERRA AND THE PROVIDERS YOU INTERACT WITH FROM ANY RESULTING DAMAGES, COSTS, OR CLAIMS.

The “Application” means the software or websites with which these Terms are displayed, which facilitates provision of the services described herein (the “Services”), including services from Healthcare Providers, (the “Healthcare Services”), and any upgrades or updates provided by Transperra from time to time, as well as any other software or documentation which enables its use.

SECTION 01

Certification of Location

To use the Application and the Healthcare Services, you must be located in one of the jurisdictions in which the Healthcare Services are available.  By agreeing to these Terms, you are certifying that you have and will truthfully represent your location each time you use the Healthcare Services.

SECTION 02

Data Protection

Any personal information (including health information) you supply to Transperra when using the Application or Healthcare Services will be used by Transperra and its Health Care Providers in accordance with its Privacy Policy, which is available here: https://Transperrahealth.com/privacy-policy/

SECTION 03

Transperrahealth.com

The Application allows you to access certain functionality available on Transperrahealth.com (the “Website”). Such access will also be governed by these Terms.

SECTION 04

Application Content

Other than the personalized content sent from your Healthcare Provider, you should not consider content on the Application to be medical advice.

SECTION 05

User Accounts

When you register on the Application, you need to create an account (“Account”) by entering your name, email address, password, and certain other information collected by Transperra. You may not transfer or share your Account password with anyone, or create more than one Account. Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and share Protected Health Information (“PHI”) and other personal information with others. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. You are responsible for changing your password promptly if you think it has been compromised. To change your password go into ‘My Account’ within the Application. You may not use anyone else’s account at any time. You should never share your username or password with any third party or allow another person to access the Application or the Healthcare Services using your username and password. Please notify us if you have any reason to believe that your username or password has been lost, compromised, or misused in any way. You are fully and solely responsible for any and all use of the Application or the Healthcare Services using your username and password. We reserve the right to revoke or deactivate your username and password at any time. We reserve the right to take any and all action, as deemed necessary or reasonable, regarding the security of the Application and your Account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your Account.

SECTION 06

Security

Transperra is a Business Associate of health care entities under the Health Insurance Portability and Accountability Act (“HIPAA”). Your personal information will be stored in a secure manner. Transperra or its licensor has implemented a variety of commercially standard encryption and security technologies and procedures to protect your personal information stored in our computer systems from unauthorized access. Transperra also maintains standard physical and electronic procedural safeguards that limit access to your personal information to our employees (or people working on our behalf and under confidentiality agreements) who, through the course of standard business activities, need to access your personal information.

SECTION 07

Communications Consent & Communication Risks of Using the Application

COMMUNICATIONS CONSENT AND COMMUNICATION RISKS OF USING THE APPLICATION. Communications from applications like the Application can be sent to the wrong person, lost, or subject to other sending or security errors. All communications sent over an Internet connection, including through use of the Application, are inherently vulnerable to hacking, theft, unauthorized access and/or disclosure, misdirection, loss of data, corruption of data, delays or interruptions in communication, and reductions in quality due to lack of or reduction in broadband access and reliability. In the event of a technological disruption, an alternative communication pathway may be recommended. Some health care services are not appropriate for remote delivery and the medical professionals providing services through the Application retain the sole discretion whether or not to treat you through the Application. You may be directed to receive medical care at an in-person visit with a medical professional. Anyone who has access on your device to the Application or any electronic communications can read, forward, copy, delete, or change the message, view your health information and know/assume messages are from us. This includes those with permission to access such messages and those without. By using the Application and related electronic communications, and by providing your contact information, such as your address, email address, or mobile/other phone number(s), you consent and are agreeing to receive information about your health care treatment as well as additional informational and marketing communications from us and our Healthcare Providers. You also understand and agree such communications can be electronic and can include but are not limited to: information on our services and programs, health awareness reminders, information on open enrollment and insurance, health care services/programs, health insurance information, surveys, and educational information. You understand if we contact you, we may identify as Transperra. You agree you have read and accept the described risks. You also acknowledge and accept that if you allow sharing of the Application or related Application communications to any third party, they may no longer be protected by applicable privacy or security rules (except as required by law). You also understand and accept that message/data rates may apply for the messages described in this consent.

SECTION 08

Informed Consent

By selecting “Continue as Guest” or “Sign in/Register” on the Application home screen, or by checking a box acknowledging these terms, you are consenting to receiving care via the Application and that you have read and consent to the Informed Consent. The scope of care will be at the sole discretion of the healthcare provider who is treating you, with no guarantee of diagnosis, treatment, or prescription. The healthcare provider will determine whether or not the condition being diagnosed and/or treated is appropriate for a telehealth encounter via the Application. Transperra respects and upholds patient confidentiality with respect to protected health information as required under HIPAA and will obtain express patient consent prior to sharing any patient-identifiable information with a third party for purposes other than treatment, payment, or health care operations. In addition, by selecting continue, you are authorizing the release of your contact information to Transperra, the applicable Healthcare Providers, and other third parties necessary to the provision of health care services provided to you through the Application.

SECTION 09

Recording

You consent to Transperra recording all encounters between yourself and Transperra for quality assurance purposes. You consent to Transperra recording all encounters between yourself and the Healthcare Providers for quality assurance purposes.

SECTION 10

Proprietary Rights and License

All Intellectual Property rights in the Application are owned either directly by Transperra or by Transperra’s licensors.  “Intellectual Property” shall mean all intellectual property and industrial property rights and assets, however arising, pursuant to the laws of any jurisdiction throughout the world, whether registered or unregistered, including without limitation any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (c) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential information and all rights therein; (d) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); and (e) software and firmware, including data files, source code, object code, scripts, mark-up language, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation.

Subject to the terms and conditions of these Terms, Transperra hereby grants you a non-transferable, non-exclusive, revocable license to use the Application for your personal use in accordance with these Terms.

Except for the rights expressly granted above, these Terms transfer to you, including any related user, no right, title, or interest in the Application, or the content of the Application nor any Intellectual Property therein.

Transperra retains sole and exclusive title to all portions of the Application, and any copies thereof, and you, including any related users, hereby assign to Transperra all right, title, and interest in and to any modifications you or any related user makes to the Application, whether or not such modifications are permitted.

You may provide feedback to Transperra with respect to the Application. Transperra may use such feedback for any purpose without obligation to you of any kind. To the extent a license is required to make use of such feedback, you hereby grant to Transperra an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use such feedback in connection with Transperra’s business, including enhancement of the Application without any consideration or further consent required from you now or at any time in the future.

SECTION 11

Conditions of Use

You will not, nor allow third parties on your behalf to (i) make and distribute copies of the Application, protocols or collateral; (ii) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Application; (iii) create derivative works of the Application of any kind whatsoever; (iv) sell, license, sublicense, lease, rent or transfer to any third party whether for profit or without charge, any portion of the Application; (v) use or permit the Application to be used for commercial use or to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Transperra; (vi) download, or otherwise use the Application in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations and other applicable laws; (vii) use the Application to develop any software application or similar products and services or develop methods to enable unauthorized parties to use, recreate or infringe upon the Intellectual Property rights in and to the Application or (viii) use the Application in connection with life support systems, human implantation, medical devices, or any application where failure or malfunction could lead to possible loss of life or catastrophic property damage.

Please note that dependents who are minors (individuals under 18 years of age) must be present during consultations scheduled on their behalf and consultations scheduled by a minor (e.g., Behavioral Health and Urgent Care Consultations). To remain compliant with Federal and State regulations, consultations will require rescheduling if the minor is not present.

You represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country and you are not listed on any US Government list of prohibited or restricted parties.

The Application is currently made available to you free of charge to access Healthcare Services within the Application for a fee paid directly by you or by another party on your behalf.  Transperra reserves the right to amend or withdraw the Application, or charge for the Application or service provided to you in accordance with these Terms, at any time and for any reason.

You acknowledge that the terms of agreement with your respective mobile network provider (“Mobile Provider”) will continue to apply when using the Application.  As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Application or any such third party charges as may arise.  You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Application, you will be assumed to have received permission from the bill payer for using the Application.

SECTION 12

Availability

This Application is available to handheld mobile devices running Apple iOS or Google Android. Transperra will use reasonable efforts to make the Application available at all times.  However, you acknowledge the Application is provided over the internet and mobile networks and so the quality and availability of the Application may be affected by factors outside Transperra’s reasonable control.

Transperra does not accept any responsibility whatsoever for unavailability of the Application, or any difficulty or inability to download or access content or any other communication system failure which may result in the Application being unavailable.

Transperra will not be responsible for any support or maintenance for the Application. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to this Application.

SECTION 13

System Requirements

In order to use the Application, you are required to have a compatible computer, mobile telephone or handheld device, internet access, and the necessary minimum specifications “Software Requirements’”.

The Software Requirements are as follows: Apple iOS devices running iOS 7.0 or higher; Language: English and Android devices running 4.3 or higher and Google Chrome.

The Application may be upgraded from time to time to add new functions and services.

SECTION 14

Termination

Transperra may terminate your use of the Application or Services at any time with or without prior notification by deactivating your username and password or suspending operation of the Application. Upon any termination, (i) the rights and licenses granted to you herein shall terminate; and (ii) you must cease all use of the Application.

Transperra may terminate your use of the Application or Services at any time with or without prior notification by deactivating your username and password or suspending operation of the Application. Upon any termination, (i) the rights and licenses granted to you herein shall terminate; and (ii) you must cease all use of the Application.

Termination between you and Transperra may only act to discontinue your personal access to the Application and such termination may not act to terminate any other contracts related to the Application between any other user and Transperra.

Following any termination, upon your written request, Transperra will provide you with a complete copy of your medical record maintained in the Application.

Terms that by their nature should survive any termination of these Terms shall so survive, including without limitation terms related to Transperra’s Intellectual Property rights and protections and Sections 14 through 20.

SECTION 15

Payment

Within the Application you may be presented with the opportunity to purchase products and services such as the Healthcare Services. Transperra collects payments on behalf of its Healthcare Providers for the Healthcare Services you purchase through the Application. You agree to pay such fees under the payment terms presented to you within the Application when you complete the checkout process.  All payments are processed by third party payment processors and are subject to any terms or conditions also presented by such third-party payment processors.  All fees are non-refundable.

SECTION 16

Payment Authorization

By providing a credit card or other payment method accepted by Transperra (“Payment Method”), you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your use of the Services, together with any applicable taxes. Please note that Transperra may not receive complete information from your health insurance plan, if applicable, regarding the applicable co-pay due from you for your consultation. As such, you may be billed more than once with respect to a consultation to account for additional co-pay amounts due, if any. You agree that authorizations to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify Transperra of any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Services that correspond to consultation fees or the co-payment required by your health plan. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected for insufficient funds, Transperra may at its discretion attempt to process the charge again at any time within 30 days. When scheduling a visit with a Healthcare Provider using the Application or Services, you will be required to provide a Payment Method.  If you choose to cancel your scheduled appointment, you must do so at least 24 hours in advance of the scheduled appointment time.  Should you choose to cancel your scheduled appointment within 24 hours of the scheduled appointment time, you may be assessed the full fee for services canceled. You acknowledge and agree that fees for consultations may increase at any time.

SECTION 17

Limitation of Liability

To the fullest extent allowed by applicable law, In no event will Recruo and its affiliates be liable to you or any other person for any indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of your use of or access to (or inability to use or access) the Application, the content of the Application or any equipment furnished in connection therewith, including loss of profit or the like, whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise, EVEN IF TRANSPERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TRANSPERRA IS NOT liable to you for any damage or alteration to your equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Application.

To the extent permitted by law, TRANSPERRA’S total maximum cumulative liability hereunder in connection with these Terms, whether arising under contract or otherwise, are limited to the fees received by TRANSPERRA under these Terms (if any), specifically relating to your use of the Application or product which is the subject of the claim.

YOU ASSUME ALL RISK FOR SELECTION AND USE OF THE APPLICATION AND CONTENT PROVIDED THEREON.  TRANSPERRA SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, MISSTATEMENTS, INACCURACIES OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE APPLICATION OR ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY.  ALL MEDICAL ADVICE PROVIDED IN CONNECTION WITH THE APPLICATION, INCLUDING WITHOUT LIMITATION THROUGH HEALTHCARE SERVICES, IS STRICTLY PROVIDED BY HEALTHCARE PROVIDERS AND TRANSPERRA IS NOT RESPONSIBLE FOR OR LIABLE FOR SUCH MEDICAL ADVICE AND HEALTHCARE SERVICES.

YOU ACKNOWLEDGE THAT TRANSPERRA:  (I) HAS NO CONTROL OF OR RESPONSIBILITY FOR YOUR USE OF THE APPLICATION OR CONTENT PROVIDED THEREON;  (II) HAS NO KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH THE APPLICATION OR CONTENT PROVIDED THEREON MAY BE USED BY YOU; (III) UNDERTAKES NO OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE APPLICATION; AND (IV) HAS NO LIABILITY TO ANY PERSON FOR ANY DATA OR INFORMATION INPUT ON THE APPLICATION BY PERSONS OTHER THAN TRANSPERRA.

TO THE GREATEST EXTENT PERMITTED BY LAW, TRANSPERRA AND ITS AFFILIATES SHALL NOT BE LIABLE TO ANY PERSON (INCLUDING BUT NOT LIMITED TO YOU) FOR, AND YOU AGREE TO INDEMNIFY AND HOLD TRANSPERRA, AS WELL AS ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND RESPECTIVE SUCCESSORS AND ASSIGNS HARMLESS FROM ANY CLAIMS, LAWSUITS, PROCEEDINGS, COSTS, ATTORNEYS’ FEES, DAMAGES, SETTLEMENTS, OR OTHER LOSSES (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RELATING TO, (I) YOUR USE OF THE APPLICATION OR CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH; AND (II) ANY DATA OR INFORMATION INPUT ON THE APPLICATION BY YOU, IN ALL CASES INCLUDING BUT NOT LIMITED TO LOSSES FOR TORT, PERSONAL INJURY, MEDICAL MALPRACTICE OR PRODUCT LIABILITY.

AS BETWEEN YOU AND TRANSPERRA, ITS HEALTHCARE PROVIDERS, YOU HEREBY ASSUME FULL RESPONSIBILITY FOR ENSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE INFORMATION YOU PROVIDE THROUGH THE APPLICATION IN VIEW OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICATIONS.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

SECTION 18

Disclaimer of Warranties

To the maximum extent permitted by law, TRANSPERRA makes no representation or warranty whatsoever, express or implied, including but not limited to representations or warranties regarding the accuracy or nature of the content of the Application, warranties of title, non-infringement, merchantability or fitness for a particular purpose.

The Application and software are provided “as is” and “as available” without warranty of any kind.

In addition, without limiting the foregoing, the Application has been designed for use in the United States.

You acknowledge that updates to the Application are at the sole discretion of TRANSPERRA.  TRANSPERRA MAKES no representation or warranties whatsoever, express or implied, with respect to the compatibility of the Application, or of future releases thereof, with any computer hardware or software, nor does TRANSPERRA represent or warrant the continuity of the features or the facilities provided by or through the Application as between various releases thereof.

Any warranties expressly provided herein do not apply if: (i) you alter, mishandle or improperly use, store or install all, or any part, of the Application, (ii) you store or install the Application on a computer system which fails to meet the specifications provided by TRANSPERRA, or (iii) the breach of warranty arises out of or in connection with acts or omissions of persons other than TRANSPERRA.

No salesperson or other representative of any party involved in the distribution of the Application (if any) is authorized to make any warranties with respect to the Application or the content of the Application, beyond those contained in these Terms.  Oral statements do not constitute warranties, shall not be relied upon by you, and are not a part of these Terms.

In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to this Application.

SOME STATES MAY NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR TO SELL A CONSUMER PRODUCT “AS-IS,” SO THIS EXCLUSION MAY NOT APPLY TO YOU.

SECTION 19

App Store Disclaimer

APP STORE DISCLAIMER. These Terms are between you and Transperra, not any other entity through which this Application is distributed, such as without limitation Google, Inc., Apple, Inc., or Amazon.com, Inc., (collectively and individually “Third Party App Stores”), and in no event shall any Third Party App Store be obligated to provide maintenance or support of the Application, provide any warranty granted in these Terms, or provide any indemnity for Intellectual Property violations of the Application. You are bound by any applicable terms set forth in relation to any such Third Party App Stores.  As to an app downloaded from Apple’s app store, the license herein to the Application is only to use the app on the Apple-branded products that you own or control.  In the event of any failure of the Application to comply with any warranty as set forth herein, where that Application was purchased through Apple, Inc., you may contact Apple, Inc. for a refund of the purchase price paid through Apple, Inc.  You must contact Transperra and not any Third Party App Stores, regarding any product liability claims, claims that the Application fails to conform to any applicable legal or regulatory requirement, or any claims arising under any consumer protection, privacy, or similar legislation.  Third Party App Stores and their subsidiaries shall be third party beneficiaries to these Terms and shall have the right to enforce these Terms against you.

SECTION 20

General

If for any reason any provision of these Terms is determined to be invalid or unenforceable under any statute or rule of law by a court of competent jurisdiction, such provision shall be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

The laws of the State of Texas shall apply to this Agreement, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to these Terms. Any controversy or claim arising out of or relating to these Terms or your use of the Application or the content (a “Dispute”) shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Dallas, Texas. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, either through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Texas. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Transperra, Transperra may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Transperra’s or any third party’s Intellectual Property or proprietary rights, or any issues related to the security of the Application. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts of the State of Texas with respect to any such injunctive or other relief. You further acknowledge that Transperra’s rights in its Intellectual Property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications relating to the subject matter hereof.

No agency, partnership, joint venture or employment relationship is created as a result of these Terms.

The failure of Transperra to enforce any part of these Terms shall not constitute a waiver of its right to later enforce that or any other part of these Terms.

The section headings in these Terms are for convenience only and shall not affect their interpretation.

These Terms are personal to you.  The rights and obligations contained herein may not be assigned, transferred or sublicensed to any other party without the written consent of Transperra.

These Terms may contain typographical errors or other errors or inaccuracies and may not be correct or current.  Transperra reserves the right to correct any errors, inaccuracies or omissions and to change or update these Terms at any time without prior notice.  Transperra does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

If you have any questions in relation to these Terms, or complaints or claims with respect to the Application please contact Transperra at Transperra.com

Transperra Benefits Inc. (“Transperra Benefits,” “we,” “us” or “our“) provides telemedicine services by allowing individuals to obtain telemedicine services through independent medical practitioner s including, but not limited to, Transperra Physicians P.C. (NJ), Transperra Physicians P.A., Transperra Physicians P.C. (AK), Transperra Physicians P.C. (CA), Transperra Physicians P.C. (NY), Transperra Physicians P.C. (CO), Transperra Physicians P.C. (MA), Transperra Physicians P.C. (MI), Transperra Physicians P.C. (VA), Transperra Benefits Physicians Association, PA, and all members of its affiliated covered entity (collectively, “Medical Group”), which are independent medical groups with a network of United States based health care providers (each, a “Provider”).

This Privacy Policy describes how Transperra Benefits processes personal information that we collect through certain of our digital properties that link to this Privacy Policy as well as our marketing activities and other activities described in this Privacy Policy (collectively, the “Service”)). Transperra Benefits may provide additional or supplemental privacy policies to individuals for specific products or services that we offer at the time we collect personal information.

This Privacy Policy does not apply to certain information or in the following circumstances.

Information that we process on behalf of our enterprise customers (such as businesses and other organizations) while providing Transperra Benefits services to them. Our use of information that we process on behalf of our enterprise customers may be governed by our agreements with such customers. If you have questions regarding your personal information that we process on behalf of a business customer, please direct your questions to that enterprise customer.

The practices of any Medical Group or Provider. We anticipate that the relevant Medical Group or Provider will provide you with its notice of privacy practices regarding your information that we process in the context of our providing our services to them.

Information (including health information) that we process in the context of individuals (“Members”) obtaining services through our authenticated (in other words, once a Member logs into) digital properties — including our websites and mobile applications (collectively “Applications”) — such as telehealth visits from Medical Group or Providers. In such circumstances, we treat such information as the relevant Medical Group or Provider’s information (including any audiovisual data processed by us in the context of such services). If you have questions regarding our information practices in such circumstances, please direct your questions to the relevant Medical Group or Provider as such information may be governed by federal (such as the Health Insurance Portability and Accountability Act (HIPAA)) and/or state laws. To the extent HIPAA applies, we act as a business associate to such Medical Group or Provider and their notice of privacy practices apply.

SECTION 01

Personal Information We Collect

Information you provide to us or that we may generate about you. Personal information you may provide to us through the Service or otherwise includes:

Contact data, such as your first and last name, salutation, email address, billing and mailing addresses, professional title and company name, and phone number.

Demographic data, such as your city, state, country of residence, and postal code.

Profile data, such as the username and password that you may set to establish an online account on the Service, and any other information that you add to your account profile.

Communications data based on our exchanges with you, including when you contact us through the Service, social media, or otherwise.

Transactional data, such as information relating to or needed to complete your transactions on or through the Service, including order numbers and transaction history.

Marketing data, such as your preferences for receiving our marketing communications and details about your engagement with them.

User-generated content data, such as photos, images, music, videos, comments, questions, messages, works of authorship, and other content or information that you generate, transmit, or otherwise make available on the Service, as well as associated metadata. Metadata includes information on how, when, where and by whom a piece of content was collected and how that content has been formatted or edited. Metadata also includes information that users can add or can have added to their content, such as keywords, geographical or location information, and other similar data.

Payment data needed to complete transactions, including payment card information or bank account number.

Other data not specifically listed here, which we will use as described in this Privacy Policy or as otherwise disclosed at the time of collection.

Third-party sources. We may combine personal information we receive from you with personal information falling within one of the categories identified above that we obtain from other sources, such as:

Public sources, such as government agencies, public records, social media platforms, and other publicly available sources.

Data providers, such as information services and data licensors

Partners, such marketing partners and event co-sponsors.

Enterprise Customers, such as your employer, health insurer, employee benefits program or others.

Service providers that provide services on our behalf or help us operate the Service or our business.

Automatic data collection. We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services, such as:

Device data, such as your computer or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE, 3G), and general location information such as city, state or geographic area .

Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times and duration of access, and whether you have opened our emails or clicked links within them.

Communication interaction data such as your interactions with our email, text or other communications (e.g., whether you open and/or forward emails) – we may do this through use of pixel tags (which are also known as clear GIFs), which may be embedded invisibly in our emails.

For more information concerning our automatic collection of data, please see the Tracking technologies section below.

SECTION 02

Tracking Technologies

Cookies and similar technologies. Some of the automatic collection described above is facilitated by the following technologies:

Cookies, which are small text files that websites store on user devices and that allow web servers to record users’ web browsing activities and remember their submissions, preferences, and login status as they navigate a site. Cookies used on our sites include both “session cookies” that are deleted when a session ends, “persistent cookies” that remain longer, “first party” cookies that we place and “third party” cookies that our third-party business partners and service providers place.

Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data on your device outside of your browser in connection with specific applications.

Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.

Software development kits. An SDK is third-party computer code that may be used for a variety of purposes, including to provide us with analytics regarding the use of Service, to integrate with third-party platforms, and to add features or functionality to the Service.

Our use of tracking technologies depends on whether you are visiting unauthenticated or authenticated pages of our digital properties (for example, as an authenticated user to our Applications or an unauthenticated user on our marketing website). For more information concerning how we use your information collected through these tracking technologies, see the How we use your personal information section, below. For information concerning your choices with respect to the use of tracking technologies, see the Your choices section, below.

SECTION 03

How We Use Your Personal Information

We may use your personal information for the following purposes or as otherwise described at the time of collection:

Service delivery and operations. We may use your personal information to:

provide the Service and otherwise operate our business;

provide our services to our enterprise customers;

enable security features of the Service;

establish and maintain your user profile on the Service;

communicate with you about the Service, including by sending Service-related announcements, updates, security alerts, and support and administrative messages; and

provide support for the Service, and respond to your requests, questions and feedback.

Service personalization, which may include using your personal information to:

understand your needs and interests;

personalize your experience with the Service and our Service-related communications; and

remember your selections and preferences as you navigate webpages.

Service improvement and analytics. We may use your personal information to analyze your usage of the Service, improve the Service, improve the rest of our business, help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as interactions with our emails (to the extent we have sent such emails not in the context of our providing a service to a Medical Group or Provider) , and to develop new products and services. For example, we use Google Analytics for this purpose on unauthenticated pages of our websites. You can learn more about Google Analytics and how to prevent the use of Google Analytics relating to your use of our sites here: https://tools.google.com/dlpage/gaoptout?hl=en.

Marketing and advertising. With respect to certain of our practices (for example, on our unauthenticated websites), we, our service providers and our third-party advertising partners may collect and use your personal information for marketing and advertising purposes:

Direct marketing. We may send you direct marketing communications and may personalize these messages based on your needs and interests. You may opt-out of our marketing communications as described in the Opt-out of communications section below.

Interest-based advertising. On our unauthenticated websites, we and our third-party advertising partners may use cookies and similar technologies to collect information about your interaction (including the data described in the Tracking technologies section above) with the Service, our communications and other online services over time, and use that information to serve online ads that they think will interest you. This is called interest-based advertising. We may also share information about our users with these companies to facilitate interest-based advertising to those or similar users on other online platforms. You can learn more about your choices for limiting interest-based advertising in the Your choices section below.

Compliance and protection. We may use your personal information to:

comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas, investigations or requests from government authorities;

protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);

audit our internal processes for compliance with legal and contractual requirements or our internal policies;

enforce the terms and conditions that govern the Service; and

prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

Data sharing in the context of corporate events, we may share certain personal information in the context of actual or prospective corporate events – for more information, see How we share your personal information, below.

To create aggregated, de-identified and/or anonymized data. We may create aggregated, de-identified and/or anonymized data from your personal information and other individuals whose personal information we collect. We make personal information into de-identified and/or anonymized data by removing information that makes the data identifiable to you. We may use this aggregated, de-identified and/or anonymized data and share it with third parties (including our enterprise customers) for our lawful business purposes, including to analyze and improve the Service and promote our business.

Cookies and similar technologies. In addition to the other uses included in this section, depending on the context in which your interact with our digital properties (specifically, our unauthenticated websites in comparison to our authenticated Applications), we may use the Cookies and similar technologies described above for the following purposes:

Technical operation. To allow the technical operation of the Service, such as by remembering your selections and preferences as you navigate our digital properties (such as our websites and Applications), and whether you are logged in when you visit password protected areas of the Service.

Functionality. To enhance the performance and functionality of our services.

Advertising.

To help our third-party advertising partners collect information about how you use the Service and other online services over time, which they use to show you ads on other online services they believe will interest you and measure how the ads perform.

For individuals authenticated to our Applications, we do not use cookies and similar technologies for advertising purposes.

Analytics.

To help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails. For example, we use Google Analytics for this purpose. You can learn more about Google Analytics and how to prevent the use of Google Analytics relating to your use of our sites here: https://tools.google.com/dlpage/gaoptout?hl=en.

For individuals authenticated to our Applications, we do not use cookies and similar technologies for analytics purposes.

SECTION 04

Retention

When we no longer require the personal information we have collected about you, we may either delete it, anonymize it, or isolate it from further processing.

We generally retain personal information to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes. To determine the appropriate retention period for personal information, we may consider factors such as the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

SECTION 05

How We Share Your Personal Information

We may share your personal information with the following parties and as otherwise described in this Privacy Policy, in other applicable notices, or at the time of collection.

Affiliates. Our corporate parent, subsidiaries, and affiliates.

Service providers. Third parties that provide services on our behalf or help us operate the Service or our business (such as hosting, information technology, customer support, email delivery, marketing, consumer research and website analytics).

Advertising partners. Excluding individuals who have authenticated to our Applications, third-party advertising companies for the interest-based advertising purposes described above.

Third parties designated by you. We may share your personal information with third parties where you have instructed us or provided your consent to do so. We do not necessarily control how these third parties may use your personal information.

Enterprise Customers. Where our relevant enterprise customer agreement obligates or permits us to share your personal information with the relevant enterprise customer, we will do so. We do not necessarily control how the relevant enterprise customer may use your personal information.

Medical Groups or Providers. Where our relevant Medical Group or Provider agreement obligates or permits us to share your personal information with the relevant Medical Group or Provider, we will do so. We do not necessarily control how the relevant Medical Group or Provider may use your personal information.

Partners. Third parties with whom we partner, including parties with whom we co-sponsor events or promotions, with whom we jointly offer products or services, or whose products or services may be of interest to you.

Professional advisors. Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.

Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the Compliance and protection purposes described above.

Business transferees. We may disclose personal information in the context of actual or prospective business transactions (e.g., investments in or financings of Transperra Benefits, public stock offerings, or the sale, transfer or merger of all or part of our business, assets or shares), for example, we may need to share certain personal information with prospective counterparties and their advisers. We may also disclose your personal information to an acquirer, successor, or assignee of Transperra Benefits as part of any merger, acquisition, sale of assets, or similar transaction, and/or in the event of an insolvency, bankruptcy, or receivership in which personal information is transferred to one or more third parties as one of our business assets.

Other users and the public. Your profile and other user-generated content data, for example your testimonials, comments, reviews, survey responses with your consent, may be visible to other users of the Service and the public. We will take steps designed to obscure your identity in connection with such disclosures. This information can be seen, collected and used by others, including being cached, copied, screen captured or stored elsewhere by others (e.g., search engines), and we are not responsible for any such use of this information.

SECTION 06

Your Choices

In this section, we describe the rights and choices available to all users.

Access or update your information. If you have registered for an account with us through the Service, you may review and update certain account information by logging into the account.

Opt-out of communications. You may opt-out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us. Please note that if you choose to opt-out of marketing-related emails, you may continue to receive service-related and other non-marketing emails.

Cookies. Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you set your browser to disable cookies, the Service may not work properly. For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org. You can also configure your device to prevent images from loading to prevent web beacons from functioning.

Blocking images/clear gifs: Most browsers and devices allow you to configure your device to prevent images from loading. To do this, follow the instructions in your particular browser or device settings.

Privacy choices. Certain of our Applications may use your devices audio or video features. You may alter our access to such device features but altering our access may impact your ability to use the services.

Advertising choices. You may be able to limit use of your information for interest-based advertising collected while you browse our unauthenticated website pages through the following settings/options/tools:

Browser settings. Changing your internet web browser settings to block third-party cookies.

Privacy browsers/plug-ins. Using privacy browsers and/or ad-blocking browser plug-ins that let you block tracking technologies.

Platform settings. Certain platforms offer opt-out features that let you opt-out of use of your information for interest-based advertising. For example, you may be able to exercise that option for Google and Facebook, respectively, at the following websites:

Google: https://adssettings.google.com/

Facebook: https://www.facebook.com/about/ads

Ad industry tools. Opting out of interest-based ads from companies that participate in the following industry opt-out programs:

Network Advertising Initiative: http://www.networkadvertising.org/managing/opt_out.asp

Digital Advertising Alliance: optout.aboutads.info.

AppChoices mobile app, available at https://www.youradchoices.com/appchoices, which will allow you to opt-out of interest-based ads in mobile apps served by participating members of the Digital Advertising Alliance.

Mobile settings. Using your mobile device settings to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Declining to provide information. We need to collect personal information to provide certain services. If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.

Delete your content or close your account. You can choose to delete certain content through your account. If you wish to request to close your account, please contact us.

You will need to apply these opt-out settings on each device and browser from which you wish to limit the use of your information for interest-based advertising purposes.

We cannot offer any assurances as to whether the companies we work with participate in the opt-out programs described above.

SECTION 07

Other Sites & Services

The Service may contain links to websites, mobile applications, and other online services operated by third parties. In addition, our content may be integrated into web pages or other online services that are not associated with us. These links and integrations are not an endorsement of, or representation that we are affiliated with, any third party. We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions. We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.

SECTION 08

Security

We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect. However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.

SECTION 09

International Data Transfer

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.

SECTION 10

Children

The Service is not intended for use by anyone under 18 years of age. If you are a parent or guardian of a child from whom you believe we have collected personal information in a manner prohibited by law, please contact us. If we learn that we have collected personal information through the Service from a child without the consent of the child’s parent or guardian as required by law, we will comply with applicable legal requirements to delete the information.

SECTION 11

Changes To This Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service or other appropriate means. Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the effective date of any modified Privacy Policy indicates your acknowledging that the modified Privacy Policy applies to your interactions with the Service and our business.

SECTION 12

How To Contact Us

Email: info@transperra.com