Last revised: December 4, 2024

These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and digital properties (e.g., websites and mobile applications) owned and controlled by Percy Health, LLC. DBA Percy Health (“Percy Health”), including the www.PercyHealth.com website (“Digital Products”), as well as the products (“Products”) available to users through the Digital Products. 

Percy Health is not a medical group. Any telemedicine consults obtained through our Digital Products are provided by independent medical practitioners, including but not limited to, an independent medical group with a network of United States-based health care providers (individually the “Provider” and collectively the “Providers”). Your own medical provider (if you do not use a our PC Provider) is responsible for providing you with a Notice of Privacy Practices describing its collection and use of your health information, not Percy Health. If you do not agree to be bound by those terms, you are not authorized to access or use our Digital Products, and you must promptly exit the Digital Products.

The professional medical services (which are provided by your Provider) and the non-clinical Digital Products services (which are provided by Percy Health) are collectively referred to in this Terms of Use as the “Services”. The terms “you” and “your” means you, your dependents if any, and any other person accessing the Services or our Digital Products through your Percy Health account. 

Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Digital Products and Services and purchase of Products. By clicking “accept”, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Use and our Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use the Digital Products or Services; promptly exit the Digital Products. By accepting these terms, you represent and agree that (1) you are using the Products in good faith and will only use the Products for your sole, personal use, (2) you will not impersonate another individual, and (3) you are authorized to approve any applicable charges in connection with any products or services provided through Percy Health.

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Binding Arbitration.  These Terms of Use provide that all disputes between you and Percy Health that in any way relate to these Terms of Use or your use of the Digital Products will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Percy Health.

1. Ownership of the Digital Products 

All pages within these Digital Products and any material made available for download are the property of Percy Health, or its licensors or suppliers, as applicable. The Digital Products are protected by United States and international copyright and trademark laws. The contents of the Digital Products, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through these Digital Products (“Content”) may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by Percy Health. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including images, text, page layout, or form) of Percy Health without our express written consent. 

2. Services Provided- No Medical Care or Advice by Percy Health

The Providers are independent of Percy Health and are merely using the Digital Products as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Percy Health. Your interactions with a Provider via the Digital Products is not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Percy Health, nor any of its subsidiaries or affiliates or any third party who may promote the Digital Products or Services or provide a link to the Services, shall be liable for any professional advice obtained from a Provider via the Digital Products or Services, nor any information obtained on the Digital Products. Percy Health does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Digital Products or Services is solely at your own risk and you assume full responsibility for all risks associated herewith.

Percy Health does not make any representations or warranties about the training or skills of any Providers who deliver services via the Digital Products or Services. You will be provided with available Providers based solely on the information you submit to the Digital Products. You are ultimately responsible for choosing your particular Provider. 

The content of the Digital Products and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Percy Health. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by Percy Health, or in connection with any communications supported by Percy Health, is intended to be for general informational purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. While Percy Health facilitates your selection of, and communications with, Providers, Percy Health does not provide medical services, and the doctor-patient relationship is between you and the Provider you select. 

The medical services, treatment, and care you receive may vary depending on the Provider you interact with. Please contact your Provider directly for any questions regarding your care or medical treatment.

Not for Emergencies

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. 

Percy Health’s Digital Products and Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Digital Products. If you believe you have an emergency, call 9-1-1 immediately.

You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or medication.

Risks of Telehealth Services

Telehealth involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who is not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person health care in all cases. In order to use the Services, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you by the Providers through the Digital Products. You agree that Percy Health is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

Prescription Policy

Certain products available through the Digital Products require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers through the Digital Products, the Provider has determined the prescription product is appropriate for you, and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you may fill the prescription at any pharmacy of your choice during your use of the Services.

You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. Percy Health fully honors patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct your Provider to transmit that prescription to the pharmacy of your choice.

Not an Insurance Product

Percy Health is not an insurer. The Services are not insurance products, and the amounts you pay to Percy Health are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

3. Access to Digital Products, Security, and Restrictions; Passwords

You are prohibited from violating or attempting to violate the security of the Digital Products, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Digital Products or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law. 

You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Digital Products, deep-link to any feature or content on the Digital Products, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Digital Products. 

Violations of system or network security may result in civil or criminal liability. Percy Health will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of these Digital Products or any activity being conducted on these Digital Products. 

In the event access to the Digital Products or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas in the manner set forth by Percy Health and using only your login credentials as provided to you by Percy Health. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Digital Products may be revoked by Percy Health at any time with or without cause. You agree to defend, indemnify, and hold Percy Health harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Percy Health arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Digital Products, or access by anyone accessing the Digital Products using your user ID and password.

4. Accuracy and Integrity of Information; Colors

Although Percy Health attempts to ensure the integrity and accuracy of the Digital Products, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Digital Products and Content thereon. It is possible that the Digital Products could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Digital Products by third parties. In the event that an inaccuracy arises, please inform Percy Health so that it can be corrected. Percy Health reserves the right to unilaterally correct any inaccuracies on the Digital Products without notice. Information contained on the Digital Products may be changed or updated without notice. Additionally, Percy Health shall have no responsibility or liability for information or Content posted to the Digital Products from any non-Percy Health affiliated third party.

We have made significant efforts to accurately display the colors of our products that appear on the Digital Products. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate.

5. Typographical Errors and Incorrect Pricing

In the event a Product or Service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we shall have the right to refuse or cancel any orders placed for Product / Service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your credit or debit card account in the amount of the incorrect price.

6. Order Acceptance

We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. For your convenience, you will not be charged until your payment method is authorized and the order information is verified for accuracy. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our accounting, credit and fraud avoidance department. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. 

7. Cancellations and Refunds

You may cancel your subscription at any time by emailing us at support@percyhealth.com. Any prescription orders may also be cancelled as long as they are not in process with our pharmacy partner(s). If they are in process, no refunds will be allowed. Your cancellation will not be processed until you've completed the cancellation request form/questions. For more information on how to cancel or access your account, please email support@PercyHealth.com.

All cancellation requests must be received no later than 7 days before your next order processes. You may still cancel after that time, but we will not be able to delay, pause, or cancel that delivery and the cancellation changes will be processed for the next order cycle.

Unfortunately, we cannot issue refunds once your order has been processed. Please visit our FAQs page for more information about our refund policy.

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8. Quantity Limits and Dealer Sales 

Percy Health reserves the right, at our sole discretion, to limit the quantity of items purchased per person, per household, or per order. These restrictions may be applicable to orders placed by the same account, the same credit card, and also to orders that use the same billing and/or shipping address. We will provide notification to the customer should such limits be applied. Please note that certain orders constitute improper use of Percy Health and its services. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. Percy Health also reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Use, reselling shall be defined as purchasing or intending to purchase any product(s) from Percy Health for the purpose of engaging in a commercial sale of that same product(s) with a third party.

9. Online Payments

1. You can purchase Products and/or Services on the Digital Products. We accept credit and debit cards issued by U.S. banks (your “payment method”). You and Percy Health agree that the payment method you submit may be used automatically by Percy Health and its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Percy Health may obtain preapproval for an amount up to the amount of the payment. We also charge a subscription fee for you to use and access the Digital Products and its features via your user account. We collect the amounts charged by the pharmacy and Providers on your behalf and pass through to them the payment for their actual charges. 
2. You authorize and agree that the payment method you submit may be used automatically by Percy Health or its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Percy Health may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the payment method you designate during the setup process. You have the right to revoke this authorization by contacting Percy Health at support@Percy Health.com at least fifteen (15) days prior to the scheduled payment date.  You understand and acknowledge that Services may be canceled or withheld if you revoke this authorization, and that you are still responsible for all charges incurred by you or are otherwise owed to Percy Health. This authorization will remain in full force and effect until revoked by you or Percy Health. If you want to designate a different payment method or if there is a change in your payment method, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.  

You represent and warrant that if you are making online payments that (i) any credit card, debit card, and bank account information you supply is true, correct, and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued, and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If Percy Health is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Percy Health may undertake further collection action, including the application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Percy Health or our third party payment processor with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.

10. Links to Other Sites 

Percy Health makes no representations whatsoever about any other website that you may access through these Digital Products. When you access a non-Percy Health website, please understand that it is independent from Percy Health, and that Percy Health has no control over the content on that website. In addition, a link to a non-Percy Health website does not mean that Percy Health endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party websites linked to these Digital Products, you do this entirely at your own risk.

11. User Generated Content, Reviews, Feedback and other Postings to the Digital Products

If you submit, upload or post any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Digital Products (“User Generated Content”), you agree not to provide any User Generated Content that (1) is defamatory, false, inaccurate, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other users of the Digital Products through unsolicited emails, telephone calls, mailings, or any other method of communication. You represent and warrant to Percy Health that you have the legal right and authorization to provide all User Generated Content to Percy Health for the purposes and Percy Health’s use as set forth herein. Percy Health shall have a royalty-free, irrevocable, transferable right, and license to use the User Generated Content in whatever manner Percy Health desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such User Generated Content and/or incorporate such User Generated Content into any form, medium, or technology throughout the world. Percy Health is and shall be under no obligation (1) to maintain any User Generated Content in confidence; (2) to pay to you any compensation for any User Generated Content; or (3) to respond to any User Generated Content. 

You agree not to: (i) access the Digital Products or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (1) a message under a false name, or (2) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Digital Products or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Digital Products or the Services; (v) use robots or scripts with the Digital Products; (vi) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by the Digital Products; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to Percy Health; (ix) alter the attribution or origin of electronic mail, messages, or posting; (x) harvest or collect personal health information about any other individual who uses the Digital Products or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties.

Percy Health does not regularly review posted User Generated Content, but does reserve the right (but not the obligation) to monitor and edit or remove any User Generated Content submitted to the Digital Products. You grant Percy Health the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make. Percy Health and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third party.

You agree to defend, indemnify, and hold Percy Health harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Percy Health arising out of any User Generated Content you post or allow to be posted to the Digital Products.

12. Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our Digital Products.  If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

Percy Health respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Percy Health’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Digital Products

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Digital Products by sending us a notice (“Notice”) complying with the following requirements. 

1. Identify the copyrighted works that you claim have been infringed.

2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Digital Products where such material may be found.

3. Provide your mailing address, telephone number, and, if available, email address.

4. Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Copyright Agent at support@PercyHealth.com.

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13.   Disclaimer of Warranties 

Percy Health DOES NOT WARRANT THAT ACCESS TO OR USE OF THE DIGITAL PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE DIGITAL PRODUCTS WILL BE CORRECTED. THESE DIGITAL PRODUCTS, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE DIGITAL PRODUCTS, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. Percy Health DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE DIGITAL PRODUCTS. 

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THESE DIGITAL PRODUCTS, DIGITAL PRODUCTS-RELATED SERVICES, AND LINKED WEBSITES. Percy Health DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. 

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY Percy Health ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.

14. Limitation of Liability Regarding Use of Digital Products 

Percy Health AND ANY THIRD PARTIES MENTIONED ON THESE DIGITAL PRODUCTS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE DIGITAL PRODUCTS, DIGITAL PRODUCTS-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE DIGITAL PRODUCTS, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE DIGITAL PRODUCTS, DIGITAL PRODUCTS-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE DIGITAL PRODUCTS AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF Percy Health TO YOU WITH RESPECT TO YOUR USE OF THESE DIGITAL PRODUCTS IS U.S. $500 (FIVE HUNDRED DOLLARS) or less. 

15. Dispute Resolution; Arbitration Agreement. 

We will try to work in good faith to resolve any issue you have with the Digital Products, including products and services ordered or purchased through the Digital Products, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction. 

You and Percy Health agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Digital Products, including products and services ordered or purchased through the Digital Products, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and the amount of the claim. Arbitrators can award the same damages and Percy Health that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Percy Health are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Percy Health. 

If you desire to assert a claim against Percy Health, and you therefore elect to seek arbitration, you must first send to Percy Health, by certified mail, a written notice of your claim (“Notice”). The Notice to Percy Health should be addressed to: 71 Juniper Ter, Tuxedo Park, NY 10987 (“Notice Address”). If Percy Health desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Percy Health, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). 

If Percy Health and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Percy Health may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Percy Health or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Percy Health receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than U.S. $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. 

The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Percy Health and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules, including the AAA rules regarding the selection of an arbitrator). If your claim is for U.S. $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Percy Health’s last written settlement offer made before an arbitrator was selected (or if Percy Health did not make a settlement offer before an arbitrator was selected), then Percy Health will pay you the amount of the award or U.S. $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND Percy Health 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 Percy Health agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for New York County, New York. 

16. No Third Party Rights

Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Percy Health, your Provider, and their affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, Percy Health, your Provider, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, Percy Health, your Provider, and its affiliates. 

17. Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without Percy Health’s prior written consent. Percy Health may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties. 

18. Supplemental Terms Applicable to Providers

These supplemental terms apply to Providers in addition to the other provisions of these Terms of Use. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Digital Products (for purposes of this Section 18, “Provider” or “you”), you must be a licensed physician, nurse practitioner, or healthcare professional contracted or employed by Providers, and must agree to comply with all laws, medical board rules, and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the Percy Health users (including, but not limited to, your Providers patients) is directly between you and the patient. The patient will never have a physician-patient relationship with Percy Health. Percy Health does not practice medicine and offers no medical services. As set forth more fully below, Provider is solely responsible for all agreements, consents, notices, and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and Percy Health are each responsible for all billings and collections from patients and other consumers, and Percy Health shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.

Percy Health does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Provider, goods, or services offered by Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under the law. Provider and Percy Health agree that Percy Health is not providing to customers, patients, or anyone else, medical advice or legal advice. THE Percy Health DIGITAL PRODUCTS AND THE SERVICES ARE NOT MEANT TO SUBSTITUTE OR MODIFY YOUR PROFESSIONAL JUDGMENT IN ANY WAY.

Provider will use the Digital Products and Services only in accordance with applicable standards of good medical practice. While software products such as the Digital Products and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including but not limited to the provider/patient relationship, can affect a patient’s outcome, and with intricate and interdependent technologies and complex decision-making, it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Digital Products and Services and the provision of medical services to Provider’s patients. In this regard, Provider releases Percy Health and waives any and all potential claims against Percy Health as a result of Provider’s use of the Digital Products and Services and the provision of services to Provider’s patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify, and hold Percy Health harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Percy Health, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Digital Products and Services. To the extent applicable, Provider will obtain Percy Health’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Percy Health or defect in the Digital Product or Services. Percy Health will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images, or other materials to us or our Digital Products (“Provider Content”) or provide any Provider Content to patients or other consumers, you agree not to provide any Provider Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited emails, telephone calls, mailings, or any other method of communication. You represent and warrant to Percy Health that you have the legal right and authorization to upload all Provider Content to the Digital Product. Percy Health shall have a royalty-free, irrevocable, transferable right, and license to use the Provider Content however Percy Health desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such Provider Content or incorporate such Provider Content into any form, medium, or technology throughout the world. Percy Health is and shall be under no obligation: (i) to maintain any Provider Content in confidence; (ii) to pay to you any compensation for any Provider Content; or (iii) to respond to any Provider Content. 

Percy Health does not regularly review Provider Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Digital Products. You grant Percy Health the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Digital Products or provide to patients or other consumers. Percy Health and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

19. Digital Product Support and Functionality

All questions and requests relating to Digital Products support must be directed to Percy Health. To submit a support request, please email us at support@PercyHealth.com. The Select Third Parties, as defined in Section 20, are not responsible for providing support for the application portions of the Digital Products and may not be contacted for support. Percy Health will use commercially reasonable efforts to respond to questions and provide support. Please note that we may change or remove functionality and other features of the Digital Products at any time, without notice.

20. No Liability for Select Third Parties

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Digital Products, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Digital Products. Percy Health, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Digital Products or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. YOU AGREE: (A) THE SELECT THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE DIGITAL PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE SELECT THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE DIGITAL PRODUCTS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL NOT EXCEED U.S. $5.00 (FIVE DOLLARS); AND (D) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECT THIRD PARTIES ARISING OUT OF THE DIGITAL PRODUCTS AND THESE TERMS OF USE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF USE, AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF USE WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Digital Products or your possession and use of the Digital Products infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

21. Consent to Receive Calls and Text Messages and Video Recording

By providing your mobile number, you are agreeing to be contacted by or on behalf of Percy Health at the mobile number you have provided, including calls and text messages, to receive informational, marketing, promotional, Product or Service related (e.g., progress tracking, reminders, etc.) messages and communications relating to the Digital Products and Services. Message and data rates may apply. You will be messaged based on marketing, account and order notifications. Frequency of messages will vary month to month based on your account, orders, marketinga nd promotional communications. To stop receiving text messages text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Digital Product features and certain Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your Services.

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Percy Health or your Provider may record (audio and video) all or part of your interaction with us or them (“Recordings”). Such Recordings are used for quality assurance purposes, to better deliver to you the Products and Services, and to help Percy Health improve the Digital Products. Percy Health will keep such Recordings confidential, and we will not publicly display such recordings unless legally required to do so, such as if subject to a court order. By accessing and using our Services, you agree and consent to such Recordings for the purposes and uses set forth in these Terms of Use and as otherwise set forth in the Privacy Policy.

22. CAN-SPAM Act and Telephone Consumer Protection Act Compliance

Percy Health and your Provider are committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 20, above (Consent to Receive Calls and Text Messages and Video Recordings). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at support@PercyHealth.com. 

23. Electronic Communications

When you use the Digital Products or Services, or send emails, messages, chat, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Percy Health and your Provider may contact you by telephone, mail, or email to verify your information. Percy Health and your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Services. If you do not provide this information in the manner requested within 7 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Services until you provide the information to us as requested.

24. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions or other disaster.

25. Indemnification

You agree to defend, indemnify, and hold harmless Percy Health and any affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Digital Products, Products, Services or any information posted on the Digital Products; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Percy Health, your Provider, or a customer service agent; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Digital Products, Products, Services, or any information on the Digital Products, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

26. Revisions; General 

Percy Health reserves the right, in its sole discretion, to terminate your access to all or part of these Digital Products, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Percy Health and you pertaining to the subject matter hereof. In its sole discretion, Percy Health may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Digital Products after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within these Digital Products.