Terms of Use

By accessing and using Outfox Health’s Services, you agree to comply with the terms and conditions outlined in this Agreement. If you do not agree with these terms, you should refrain from using the Services.

These Outfox Health Terms and Conditions of Use (“Agreement”) govern your use of our Services. You accept this Agreement either by using the Services, by indicating your acceptance on our website, or by executing a Services Agreement. This Agreement is effective as of the date you first access or use the Site or Services (the “Effective Date”). This Agreement applies to employees, dependents, and other individuals who access the Platform through their employer’s health benefits program (each, a “Plan Participant”), as well as any other individual who accesses the Site.

You may not access the Services: (a) if you do not agree to these terms and conditions; (b) if you are our direct competitor; or (c) for purposes of monitoring their availability, performance, or functionality. The Site and Services are not intended for children under the age of eighteen (18).

The Services and the Site are evolving and are continually under development. If you are dissatisfied with the Services in any way, we ask you to tell us by sending an email to info@outfoxhealth.com. We may make changes to this Agreement from time to time. When these changes are made, we will make a new copy of the Agreement available to you through the Site. You are responsible for ensuring that you periodically visit our Site and this Agreement to check for any changes, and your use of the Services after the date on which the updated Agreement is made available to you through the Site constitutes your acceptance of the updated Agreement.

If you disagree with changes to the Services or updates to the Agreement, your exclusive remedy is: (i) if you are a casual visitor, to stop visiting the Site; or (ii) if you are a Plan Participant, to cancel your Account or contact your employer’s HR or benefits department.

Outfox Health may update, suspend, or discontinue any aspect of the Services at any time. Outfox Health is not liable for any such modifications.

The content provided by Outfox Health is for informational purposes only and should not be considered medical advice. Using Outfox Health does not create a doctor-patient relationship.

5.1Information You Share

Any information you voluntarily share through the Platform, including benefits questions or cost inquiries, is subject to our Privacy Policy. We consider health information to be private and recommend against sharing sensitive health details in any non-secure channel. See Section 17, together with our Privacy Policy, for more information on our confidentiality obligations.

5.2No Medical Advice

The Platform provides informational and educational resources to help you understand your health insurance benefits, estimate healthcare costs, and identify providers. Reliance on any information provided by the Platform is solely at your own risk. You should always seek the advice of a qualified medical professional regarding your health and wellness.

5.3HIPAA

Outfox Health acts as a Business Associate of your employer’s group health plan under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. In this capacity, Outfox Health is subject to the HIPAA Security Rule and our obligations with respect to Protected Health Information (“PHI”) are governed by a Business Associate Agreement between Outfox Health and your employer. Your employer’s health plan is responsible for providing you with a Notice of Privacy Practices. For questions about how your PHI is used, please contact your employer’s HR or benefits department.

5.4Email Communication

By utilizing our Services or replying to our emails, you acknowledge that you are aware that email is not a secure method of communication, and that you agree to the risks. If you would prefer not to exchange personal health information via email, please notify us at info@outfoxhealth.com.

5.5Benefit Communications

If you are a Plan Participant, your employer has authorized Outfox Health to send you enrollment invitations, benefit reminders, and educational communications about your employer-sponsored health benefits program (“Benefit Communications”) before and after you activate your Outfox Health account. These communications are made as plan-authorized outreach under HIPAA, 45 C.F.R. §164.506(c)(1), solely in connection with your employer’s health plan and are not marketing. You may opt out of Benefit Communications at any time by following the unsubscribe instructions in any message we send. Opting out does not affect your ability to access the Platform once your account is activated.

Outfox Health may provide information about healthcare providers, including cost estimates, quality data, and network status, to help you make informed decisions. This information is for educational purposes only. You are responsible for selecting your healthcare provider and confirming coverage, costs, and availability directly with your provider and insurance carrier.

Outfox Health provides informational resources but does not guarantee the accuracy, timeliness, or completeness of the content provided.

If you submit medical information on the Services, it should be accurate and you authorize its use in accordance with our Privacy Policy.

You are responsible for maintaining the confidentiality of your account information and for all activities under your account. You must notify Outfox Health immediately of any unauthorized use or suspected security breach by emailing security@outfoxhealth.com.

You are responsible for your healthcare expenses and for ensuring the accuracy of information you provide to Outfox Health. Outfox Health provides cost estimates for informational purposes only. You must confirm service pricing, insurance coverage, and other financial information with your healthcare provider and insurance company. You must use the Services legally and responsibly.

All users of the Platform must use the Services only for lawful purposes and in accordance with these Terms. Any use of the Platform to obtain competitive intelligence, scrape data, or engage in unfair or deceptive practices is strictly prohibited.

In case of disputes with other users or third parties, Outfox Health is not obligated to become involved and you release Outfox Health from liability related to such disputes.

Outfox Health is not liable for any third-party websites or services linked through its platform. Use of third-party software through Outfox Health is subject to the terms provided by those software providers. When accessing Outfox Health services through third-party applications, you must comply with their terms and conditions.

14.1Additional Third-Party Terms

You may access and subscribe to third-party products or services as add-ons or additional modules to provide specific functionality to the Services, including, without limitation, specialized industry information and other services. All third-party products and services are provided subject to all restrictions required by us at the time of your subscription to such third-party products or services.

14.2Integration with Third-Party Services

The Services may contain features designed to interoperate with third-party applications, including your employer’s TPA or HRIS system for eligibility data. If a third-party integration ceases to be available on reasonable terms, we may cease providing such features without entitling you to any refund, credit, or other compensation.

14.3Links to Third-Party Sites; Third-Party Contact Information

The Services may contain links to other websites and services on the Internet, which are not maintained by us. These links and this contact information are for your convenience only. If you use these links or contact information, you will be outside of the Service. When you leave the Service, you do so at your own risk; we are not responsible for the availability, content, or services provided by these third parties. In addition, these links and this contact information are not an endorsement or approval of these third parties. The services of these third parties will be provided under terms determined solely between you and them.

14.4Rights in Posted Content

You retain ownership of User Data you submit to the Platform. By submitting User Data, you grant Outfox Health a limited license to use your User Data solely to provide the Services to you and your Plan Sponsor, as described in our Privacy Policy. Outfox Health may use de-identified, aggregated data derived from User Data to improve the Platform in accordance with the Privacy Policy.

You are responsible for payments made through Outfox Health, and we process these payments in line with our Privacy Policy.

You are accountable for the content you submit on the Services, and by posting, you grant Outfox Health certain rights to that content.

Content provided by Outfox Health is for personal, non-commercial use only. Intellectual property rights are retained by Outfox Health and its licensors.

17.1Definition

The term “Confidential Information” means the provisions of a Services Agreement, and any and all information, written or oral, provided or made available by or on behalf of one party or its affiliates, contractors, or vendors to the other party or its affiliates, contractors, or vendors in connection with this Agreement or the parties’ relationship hereunder, whether or not designated as confidential. Information of a third party to whom a party owes a duty of confidentiality will be treated as Confidential Information of that party if it meets the description above. However, Confidential Information does not include information that: (a) was or is publicly available other than as a result of breach of this Agreement by Recipient (as defined below); (b) was or is lawfully received by the Recipient free of any obligation of confidentiality; or (c) is independently developed by or on behalf of the Recipient without use of the Discloser’s Confidential Information.

17.2Obligations

Each party (“Recipient”) will not access or use Confidential Information of the other party (“Discloser”) for any purposes other than performance of its obligations or receipt of benefits hereunder and shall maintain such information in the strictest confidence, except for disclosures expressly authorized hereunder. Recipient may disclose the Discloser’s Confidential Information to Recipient’s employees, attorneys, advisors, and contractors who have a legitimate “need to know,” provided that Recipient ensures that all such entities and persons are obligated to and do comply with confidentiality obligations consistent with (and no less restrictive than) this Section 17 (Confidentiality), but in no event may you disclose any of our Confidential Information to any of our competitors (or any of their affiliates) or any employees or contractors of any such competitors. Recipients may additionally disclose the Discloser’s Confidential Information to the extent such disclosure is necessary in connection with the enforcement of this Agreement.

17.3Compelled Disclosure

The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so, provided the Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable costs of compiling and providing secure access to such Confidential Information.

17.4Privacy and User Information

For information about our data protection practices, please read our Privacy Policy. This policy explains how we treat User Data and protect your privacy when you use the Services. By accessing or using the Site or Services, and/or by providing any User Data to us, you agree to the use of User Data in accordance with our Privacy Policy.

17.5User Data

As described more fully in our Privacy Policy, you grant us limited rights to use de-identified data, including de-identified User Data collected by us through your use of the Services, whose rights continue even after this Agreement ends. Except for our rights to use the User Data set forth throughout this Section 17 and in our Privacy Policy, we acquire no right, title, or interest from you or your Users under this Agreement in or to User Data, including any intellectual property rights therein.

Outfox Health offers its Services “as is” and does not make any express or implied warranties about the Services or Content.

18.1Your Warranties

You warrant that: (a) you have validly entered into this Agreement and have the legal power to do so; (b) you will abide by the restrictions on use of the Services contained herein; and (c) all information or User Data that you provide is truthful, accurate, not misleading, offered in good faith, and that you and your Users have all rights, licenses, permissions, and authorizations necessary to upload and transmit such User Data to us. Furthermore, if you are acting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

18.2Disclaimer

18.3Risk of Inaccuracy of Information

18.4Beta Services

From time to time we may invite you to try, at no charge, our products or services that are not generally available to our customers (“Beta Services”). You may accept or decline any such trial in your sole discretion. Any Beta Services will be clearly designated as Beta, pilot, limited release, developer preview, non-production, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported under our support plan, may contain bugs or errors, and may be subject to additional terms.

We may discontinue Beta Services at any time in our sole discretion.

Outfox Health’s liability is limited in various ways, including a cap on possible damages and the exclusion of certain types of damages.

19.1Limitations

If you are a resident of California, you specifically waive California Civil Code §1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

19.2Exclusion of Consequential and Related Damages

However, in such event, you agree that such limitations of liability are reasonable, and are fundamental elements for the scope of the Services and the fees charged to you. You understand and acknowledge that we would not be able to offer the Services to you without these limitations.

Outfox Health reserves the right to terminate or suspend your access to the Services for any breach of this Agreement or other policies, or for reasons such as inactivity.

20.1Term

This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement and/or a Services Agreement have expired or been terminated or, if you do not have a subscription, until you discontinue use of the Site and Services.

20.2Term of Provider Subscriptions

Your access to the Platform as a Plan Participant is governed by your employer’s subscription to Outfox Health. If your employer’s subscription expires or is terminated, your individual access will be discontinued. Outfox Health may also suspend or terminate your individual access for material violation of these Terms.

20.3Termination

A party may terminate this Agreement for cause: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. We may also terminate this Agreement for any reason upon thirty (30) days’ written notice to you.

20.4Payment upon Termination

In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

20.5Surviving Provisions

Sections 14.4 (Rights in Posted Content), 16 (User-Generated Content), 17 (Confidentiality), 18 (Disclaimer of Warranties), 19 (Limitation of Liability), 21 (Indemnification), and 22 (Arbitration and Dispute Resolution) shall survive any termination or expiration of this Agreement.

You agree to indemnify and hold harmless Outfox Health from any claims arising from your use of the Services, violation of this Agreement, or unauthorized use of your credentials.

21.1Indemnification

You shall indemnify, defend, and hold harmless Outfox Health, our licensors and affiliates, and our and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, demands, suits, causes of action, proceedings, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ and expert fees and costs of investigation): (a) arising out of, in connection with, or resulting from your access to or use of the Site or Services, your violation of any provision of this Agreement, or any activity related to your accessing the Site or Services, including without limitation, negligent or wrongful conduct; (b) arising out of your submission of inaccurate or incomplete information to the Platform; (c) alleging that User Data or your use of the Services infringes or misappropriates the intellectual property rights of a third party; (d) alleging that User Data or your use of the Services violates applicable law; (e) arising from any data or security breach caused by you; and/or (f) related to a dispute between you and a third party (an “Indemnified Claim”), and you shall indemnify us for any damages, attorney fees and costs as a result of, or for any amounts paid by us in respect of an Indemnified Claim. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

21.2Scope of Indemnification

For purposes of clarity, these indemnification obligations apply to your use of the Site, along with your use of the Site’s content and Services, other than as expressly authorized in these Terms, and your use of any information obtained from the Site or any information you provide to the Site.

Disputes arising under these Terms are subject to a tiered dispute resolution process set forth below.

22.1Notices

You agree that we may provide you with notice, including changes to this Agreement, by email, regular mail, or postings in your Account.

22.2Governing Law; Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, disregarding any conflict-of-laws rules which may direct the application of the laws of another jurisdiction.

22.2.1Informal Resolution

Before initiating any formal proceeding, the parties shall attempt to resolve the dispute informally by escalating to senior representatives and negotiating in good faith for thirty (30) days following written notice of the dispute.

22.2.2Arbitration

If the dispute is not resolved during that period, it shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator for disputes not exceeding $250,000, and a panel of three arbitrators for disputes exceeding that amount. The seat of arbitration shall be the location mutually agreed by the parties, or as determined by the AAA. The arbitral award shall be final and binding and may be entered in any court of competent jurisdiction.

22.2.3Injunctive Relief

Either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm without waiving the right to arbitrate the underlying dispute.

22.3Export Compliance

The Services, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country (including, without limitation, Cuba, Iran, North Korea, Sudan, or Syria) or in violation of any U.S. export law or regulation.

22.4Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

22.5No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

22.6Severability and Waiver

If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions will continue in full force and effect. The failure of Outfox Health to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Outfox Health in writing. No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision shall not constitute a waiver of such right or provision.

22.7Attorney Fees

You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to enforce any rights under this Agreement, including without limitation, to collect any fees or charges due us under this Agreement following your material breach of these Terms.

22.8Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Outfox Health (not to be unreasonably withheld), except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets not involving a direct competitor of Outfox Health. Any attempted assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

22.9Interpretation

No provision shall be construed against a party by reason of the fact that such party or its legal counsel drafted that provision, notwithstanding any rule of law or any legal decision to the contrary. For purposes of interpreting this Agreement: (a) the terms “herein,” “hereof,” “hereto,” “herewith,” “hereunder,” “hereinafter,” and similar terms shall refer to this Agreement as a whole; (b) the terms “includes” and “including” shall mean “including, without limitation”; (c) references to Sections in any particular Attachment shall refer to Sections in that same Attachment, unless otherwise specified therein; and (d) headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, whenever the context requires, the singular number will include the plural, and vice versa.

22.10Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Services Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Services Agreement, the terms of such exhibit, addendum, or Services Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your Services Agreement shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Your use of the Services constitutes an electronic signature to this Agreement. You consent to receive communications from Outfox Health through various means, including SMS/text messages.

This section includes provisions on the limitation of claims, severability, governing law, the entire agreement, and eligibility requirements.