© 2017 TailorMed. All Rights Reserved 

TERMS OF USE OF SERVICE AGREEMENT

 

This Terms of Use of Service Agreement (the "Agreement") is between you, and individual signing up to receive the Services (as defined below) (hereinafter: “You”) on the one hand and TailorMed Ltd. on the other hand (“Company”).

 

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE AND BEFORE PROVIDING ANY INFORMATION TO COMPANY. BY ACCESSING TO THE SERVICE AND/OR BY CREATING AN ACCOUNT FOR THE SERVICE AND/OR BY USING THE SERVICE, YOU SIGNIFY YOUR CONSENT TO THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THOSE OF THE PRIVACY POLICY.

 

1.      Definitions.

i.              "Service" means the process and actions under which Company shall obtain your Healthcare Information (as defined below), process your Healthcare Information provided by You, using its proprietary software System (as defined below), and produce a report (the "Output" which may be in electronic format or printed form, and may be delivered to you either by email or by providing you a link, directing you to download the Output), containing suggestions tailored for you based on the Medical Information, insurance and financial information, that you provide, regarding optimization of your healthcare insurance and plans, in a manner aimed to locate a better insurance coverage or financial assistance  in accordance with your current needs and/or increase your healthcare insurance coverage.

ii.              "System" means Company's proprietary software system, including all components thereof (including, without limitation, data base, Medical Journey module, Insurance Optimization module, Assistance Programs Module, Infrastructure, Cost Estimation Module and any other piece of code), developed and owned by Company, and/or licensed to it, to be used by Company for the provision of the Service.

2.      "Healthcare Information" means Your personal and medical information, as provided by you to Company, including, without limitation: full name, date of birth, contact information (including address and zip code, telephone, email etc.), insurance company(ies), insurance member ID, insurance plans data, , income level, household size, healthcare providers, test results, prescriptions, clinical summaries, diagnosis, treatment plans, health plan information, insurance information The Service. Subject to the terms and conditions of this Agreement you may make a single use of the Service, which may be subject to a fee, as shall be communicated to you by the Company's representative.  You hereby agree that by using the Service, you agree to the terms and conditions of this Agreement.

3.      Restrictions. the Service is provided to You solely for Your own personal use and benefit and You will not use the Service for the benefit of third parties. You represent and declare that any and all Healthcare Information that you provide is Your own, and not of third parties, and that you have all legal right and authority to make such use of the Healthcare Information you provide to Company. by using the Service, you declare and warrant that you are 18 or older, and you may not use the Service if you are under 18 years of age.

4.      Title and Intellectual Property. You acknowledge and agree that the Service, System, and any related documentation or information that may be provided to you in connection thereto, are Company's property protected under any applicable laws and treaties. The Output will be Your property, and you may use it at your discretion (or not use it at all, as You deem fit).

5.      Term and Termination. This Agreement is effective from the date You sign it and until the completion of the Service, provided however that the Company may terminate the Service at any time and is not obligated to complete the Service (unless you have paid for the Service, in which case you will be entitled to receive the Output). Once the Service is completed and you have the Output, this Agreement shall terminate. Company may terminate this Agreement and any Service Upon any violation by You of any of the provisions of this Agreement. You may also terminate this Agreement at any time by notifying Company that you wish to terminate the Agreement, in which case Company shall cease the Service and shall not have any obligation to provide you with the Output. no refunds shall be made by Company in this case. In any case of termination or other expiration of this Agreement, the following sections shall remain in effect indefinitely:4 (Title and Intellectual Property), 6 (Confidentiality and Privacy), 7(No Warranty, Disclaimer), 8 (Limitation of Liability) and 9 (Miscellaneous).

6.      Confidentiality and Privacy. For using the Service, you will be required to provide certain private and contact information as well as all of Your medical and health information relevant for the Service. Any and all information that you provide for the purpose of rendering the Service shall be kept in confidence and shall be used only under the terms and conditions of the Privacy Policy attached as Exhibit A hereto.

7.      No Warranty; Disclaimers.  THE SERVICE IS PROVIDED AS IS WITHOUT ANY WARRANTIES AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; SPECIFICALLY, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT ANY OF THE FOLLOWING: (I) THAT THE SERVICE WILL INDEED INCREASE YOUR INSURANCE COVERAGE (II) THAT THE SERVICE WILL INDEED DECREASE YOUR HELATHCARE EXPENSES (III) THAT THE OUTPUT WILL BE ACCURATE (IV) THAT THE OUTPUT WILL BE POSSIBLE TO IMPLEMENT (IV) THAT ANY SUGGESTED INSURANCE OR OTHER HEALTPLAN CONTAINED IN THE OUTPUT WILL AGREE TO ACCEPT YOU, OR AGREE TO ACCEPT YOU ON TERMS THAT SUIT YOU (V) THAT ANY OUTPUT WILL CONTAIN THE MOST OPTIMIZED, COST EFFECTIVE SUGGESTIONS FOR YOU. IN ADDITION, UNLESS OTHERWISE SPECIFICALLY PROPOSED TO YOU IN WRITING, COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE INVOLVED IN ANY EXECUTION OF THE OUTPUT, AND ANY AND ALL RESPONSIBILITY AND LIABILITY CONNECTED TO FOLLOWING OR NEGLECTING TO FOLLOW THE SUGGESTIONS CONTAINED IN ANY OUTPUT, LIES WITH YOU AND YOU ALONE. THE SERVICE IS NOT A MEDICAL SERVICE AND NO TREATMENT OR MEDICAL CONSULTATION IS PROVIDED HEREUNDER.  COMPANY DENIES ANY WARRANTY OR ANY GUARANTEE AS FOR THE ACCURACY OF THE INFORMATION GENERATED BY THE SERVICE. THE INFORMATION GENERATED BY THE SERVICE IS TO SERVE AS AN AID FOR YOUR DECISION MAKING BUT THE USER THEREOF IS AT YOUR SOLE DISCRETION AND RISK. NOTHING IN THE INFORMATION CONTAINED IN THE OUTPUT OR ANY PART OF THE SERVICE SHOULD BE REGARDED AS MEDICAL DIAGNOSIS OR PROFESSIONAL OPINION. COMPANY DOES NOT HAVE ANY LIABILITY OR RESPONSIBILTIY FOR YOU DEALINGS WITH THIRD PARTIES, SUCH AS HEALTH CARE INSTITUTIONS, INSURANCE COMPANIES AND OTHER HEALTH CARE AND HEALTH FINANCE SERVICE PROVIDERS. ANY USE OR RELIANCE ON THE INFORMATION GENERATED BY THE SERVICE IS MADE AT YOUR OWN RISK AND YOU HEREBY RELEASE COMPANY AND ITS REPRESENTATIVES (AS DEFINED BELOW) FROM ANY WARRANTY OR LIABILITY THERETO. YOU HEREBY AGREE AND AKCNOWLEDGE, THE SERVICE AND OUTPUT ARE BASED ON THE INFORMATION THAT YOU PROVIDE AND ANY OUTCOME IS SO RELATED TO AND BASED ON THE INFORMATION THAT YOU PROVIDE, ITS ACCURACY, COMPREHENSIVENESS, BEING UP TO DATE ETC., AND YOU BEAR ALL RESPONSIBILITY FOR ANY OUTCOME IN CASE THIS IS NOT IN FACT THE CASE.

8.      Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICALBE LAW, YOU HEREBY AGREE THAT IN NO EVENT SHALL COMPANY OR ANYONE ON ITS BEHALF (INCLUDING WITHOUT LIMITATION, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTATNS , ADVISORS AND SERVICE PROVIDERS – ALL OF WHICH, COMPANY'S REPRESENTATIVES), BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF COMPANY AND/OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE BEEN AWARE OR WERE ACTUALLY AWARE OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND COMPANY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS REPRESENTATIVE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT COMPANY RECEIVED FROM YOU FOR THE SERVICE. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT COMPANY WOULD NOT PROVIDE THE SERVICE TO YOU EXCEPT UNDER THE TERMS OF THIS AGREEMENT.

9.      Miscellaneous. You may not assign Your rights or obligations under this Agreement without the prior written consent of Company. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to preserve the original intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. The laws of the state of New York shall govern all issued arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in New York, USA. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. This Agreement sets the entire understanding and agreement between You and Company, it supersedes any prior proposal, representation and understanding concerning the Service, and may be amended only in writing signed by both parties.

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