Terms of Use

1.Acceptance of Terms

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").

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). If you are under eighteen (18) years of age, you must not use or access the Site or Services at any time or in any manner.

The Services and the Site are evolving and continually under development. If you are dissatisfied with the Services in any way, please email info@outfoxhealth.com. We may make changes to this Agreement from time to time; updated copies will be made available through the Site. Your continued use of the Services after the updated Agreement is posted constitutes your acceptance of the updated Agreement.

2.Definitions

For the purposes of this Agreement, the following terms have the meanings set out below.

• 2.1 Account means the particular instance of the Site authorized for use by you and your Users (as applicable) under your specific login.
• 2.2 Documentation means the specifications and materials located at the Site about the Services.
• 2.3 Services means all services you order from us and made available by us via the Site and/or other locations designated by us.
• 2.4 Site / App / Platform. "Site" means https://outfoxhealth.com. "App" or "Apps" means the Outfox Health mobile applications available via the Apple or Google Play store. "Platform" includes both the Site and Apps.
• 2.5 We, Us, or Our means Outfox Health, Inc.
• 2.6 You or Your means yourself individually or the company or other legal entity for which you are accepting this Agreement.
• 2.7 User means an authorized user of the Services.
• 2.8 User Data means all electronic data or information submitted by you and your Users (as applicable).

3.Service Modifications

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

4.Content and Services

Outfox Health is an AI-powered health benefits guidance platform. We provide cost estimates, coverage explanations, and provider guidance to help employees understand their healthcare options before they seek care.

The content and features provided are for informational purposes only and should not be considered medical advice. Using Outfox Health does not create a doctor-patient relationship. Outfox Health does not sell medical vouchers, operate a provider marketplace, or facilitate transactions between users and healthcare providers.

Cost estimates provided through the Services are not guarantees of actual costs. Amounts billed by your provider or paid by your insurance plan may differ from any estimate shown. You must confirm pricing, coverage, and financial obligations directly with your healthcare provider and insurance carrier.

5.Disclosures & Healthcare Regulatory Information

5.1Information You Share

Information you share through the Services is handled in accordance with our Privacy Policy and applicable healthcare data regulations.

5.2No Medical Advice

We do not provide medical advice, nor do we provide any diagnosis, treatment recommendation, or clinical decision support. Always seek advice from a qualified healthcare professional regarding any medical condition.

5.3HIPAA

Where Outfox Health receives Protected Health Information (PHI) from a covered plan sponsor, we operate as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and comply with applicable HIPAA obligations as set forth in the relevant Business Associate Agreement. Outfox Health is not itself a covered entity under HIPAA. Nothing in these Terms constitutes a representation of HIPAA compliance beyond the scope of applicable Business Associate Agreements in effect with your plan sponsor.

5.4Email Communication

By utilizing our services or replying to our emails, you acknowledge 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.

6.Healthcare Provider Choices

Outfox Health may provide information about healthcare providers, but does not endorse any particular provider. You are solely responsible for evaluating and selecting providers appropriate to your needs.

7.Informational and Educational Resources

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

8.Medical Information

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

9.Account Credentials

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.

10.User Responsibilities

You are responsible for your own healthcare decisions and expenses. You must ensure that information you provide to Outfox Health is accurate and up to date. Cost estimates and coverage information provided through the Services are for informational purposes only and are not guarantees. You must confirm actual service pricing, insurance coverage, and financial obligations directly with your healthcare provider and insurance carrier before receiving care. You must use the Services lawfully and in accordance with these Terms.

11.Enterprise Clients and Authorized Users

Outfox Health's Services are made available to individual users through their employer or plan sponsor. Enterprise clients (employers, brokers, and plan sponsors) who have entered into a Services Agreement with Outfox Health are subject to the terms of that agreement, which governs the scope of the deployment, authorized users, and any additional obligations. Individual users access the Services only as authorized by their employer or plan sponsor.

12.Dispute Resolution

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.

13.Third-Party Links and Services

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.Additional Third-Party Terms

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. If third-party features become unavailable, we may cease providing the affected feature 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 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. These links are not an endorsement or approval of these third parties.

14.4Rights in Posted Content

Your rights and obligations regarding any content you post to third-party services are governed by their respective terms.

15.Fees and Subscriptions

Outfox Health does not facilitate or process payments between users and healthcare providers. You are solely responsible for any amounts billed to you by your healthcare providers, facilities, or insurance carrier. If your employer has entered into a subscription agreement with Outfox Health, platform fees under that agreement are governed by those terms and are not your responsibility as an individual user. Any applicable fees are handled in accordance with our Privacy Policy.

16.User-Generated Content

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.Confidentiality

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, whether or not designated as confidential. 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; (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. Recipient may disclose the Discloser's Confidential Information to Recipient's employees, attorneys, advisors, and contractors who have a legitimate "need to know," provided such persons are obligated to comply with confidentiality obligations no less restrictive than this Section. 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.

17.3Compelled Disclosure

The Recipient may disclose Confidential Information of the Discloser if 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.

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 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 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.

18.Disclaimer of Warranties

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. 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

Notwithstanding anything to the contrary, to the maximum extent permitted by applicable law, all Services, information, and materials are provided "as is", and we expressly disclaim any and all other warranties, express or implied, including, without limitation: (a) any and all implied warranties of merchantability, non-infringement, and fitness for a particular purpose; (b) any warranty regarding results obtainable or to be obtained by Users as a result of provision or use of the Services and materials provided hereunder; and (c) any warranty of uninterrupted, timely, or error-free operation of any Services. No advice or information, whether written, oral, or multimedia, obtained by you from the Services shall create any additional warranty not expressly stated in this Agreement. Outfox Health does not endorse any provider. It is your responsibility to evaluate the appropriateness, accuracy, completeness, and reliability of any information.

18.3Risk of Inaccuracy of Information

You acknowledge that many features provided by the Site are intended to aggregate and manage third-party data and information from numerous sources. We are not responsible for the accuracy, integrity, quality, legality, usefulness, or safety of such information. You waive any claims you may otherwise have, and you agree that we will not be liable for any damages or inconveniences you may suffer as a result of inaccurate or incomplete data or information provided to you or your Users by the Service.

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. 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. Beta Services are not considered "Services" hereunder and are provided "as is" with no express or implied warranty. We may discontinue Beta Services at any time in our sole discretion.

19.Limitation of Liability

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

Notwithstanding anything to the contrary, to the maximum extent permitted by applicable law, neither we nor our licensors shall be liable with respect to any Services, under contract, negligence, strict liability, or any other legal or equitable theory, for any amounts in excess of the applicable fees paid during the month period immediately preceding the first event, action, or omission giving rise to the claim. Any service credits paid by us shall reduce our liability cap on a dollar-for-dollar basis and shall not be deemed an admission of liability. All foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. You may only bring a claim against us within six (6) months from the date the particular claim accrued, or the applicable cause of action is permanently barred. If you are a resident of California, you specifically waive California Civil Code §1542.

19.2Exclusion of Consequential and Related Damages

In no event shall we have any liability to you for any business interruption, lost profits or revenues, or for any indirect, special, incidental, consequential, cover, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. The foregoing disclaimers shall not apply to the extent prohibited by applicable law. 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.

20.Termination of Use

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 Enterprise Subscriptions

Enterprise subscriptions entered into via a Services Agreement are subject to the term and renewal provisions set forth in that agreement.

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

Provisions that by their nature should survive termination — including confidentiality, indemnification, warranties, and limitations of liability — will survive termination of this Agreement.

21.Indemnification

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; (b) alleging that User Data or your use of the Services infringes or misappropriates the intellectual property rights of a third party; (c) alleging that User Data or your use of the Services violates applicable law; (d) arising from any data or security breach caused by you; and/or (e) related to a dispute between you and a third party. 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.

22.Arbitration and Dispute Resolution

Disputes arising under these Terms are governed by the provisions in this section.

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.

22.3Export 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 the 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.

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 breach.

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. 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.

23.Electronic Contracting and Communications

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.

24.General Provisions

This section incorporates provisions on the limitation of claims, severability, governing law, the entire agreement, and eligibility requirements, as detailed throughout this Agreement.