AllyHealth Administrative Portal Terms of Service

Last Updated: June 3, 2022

Please accept AllyHealth’s Group Admin Portal Terms and Conditions in order to access this page.

Thanks for using theAllyHealth LLCservices (including the https://www.allyhealth.net/group-admin-login/website and any other tools, products, or services provided by AllyHealth LLCthat link to or reference these Terms)(collectively, the “Services”). The Services are provided by AllyHealth LLC (“AllyHealth”,“we,” “our,” or “us”), located at24 N. Bryn Mawr Avenue,Suite 301, Bryn Mawr, PA 19010,U.S.A.

You represent and warrant that you are an employee of a Client of AllyHealth or an Agency administrator (such designated employee or administrator, an “Administrator”)designated by a Client to provide information about a Client’s employees or members, and eligible dependents (collectively, “Participants”). “Client” means an organization making the AllyHealth telemedicine and other services (collectively, “Professional Services”) available to Participants through the Services. “Agency” means an insurance agent, broker, benefits consultant, or other entity having a relationship with a Client and AllyHealth. “Provider” means a third party offering medical, behavioral health, financial or other Professional Services through the Services.

By using our Services, you are agreeing to these Terms of Service (“Terms”). Please read them carefully. Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. If additional terms or conditions areavailable with or applicableto the relevant Services, thenthose additional terms become part of your agreement with us if you use those Services. By accessing or using the Services, you intend and agree to be legally bound by these Terms.You may wish to print or save a local copy of the Terms for your records.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 7 AND 8 BELOW.

1. Using our Services

You must follow any policies made available to you within the Services, including policies made available by Providers in connection with Professional Services.

Don’t misuse our Services. For example, don’t interfere with our Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access through them (“Content”). You may not use Content,exceptas permitted in these Terms, by its owner, or asotherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services, including the AllyHealth name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services display some Content that is not our own. For example, Content belonging to Providers, a Client, an Agency, you, or others(collectively, “Third Party Content”).We are not responsible for, and you waive all ofour liability with respect to, Third Party Content. Third Party Content is the sole responsibility of the individual or entity that makes it available to you via the Services. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages.Please be aware that there may be a brief period before we are able to process your opt-out.

Some of our Services are available on mobile devicesor may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable).

2. Your Account

You may need anaccount in order to use the Services. If you create your own account, you agree that all registration information you give us will be accurate and current. If your account has been assigned to you by an administrator, such as your employer, different or additional terms may apply and your administrator may be able to access or disable your account.You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.

To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, please contact us at support@allyhealth.net.

3. Privacy and Feedback

Our privacy policy (https://www.allyhealth.net/privacy-policy/) explains how we treat your personal information and protect your privacy when you use our Services. The privacy policy does not apply to information about Participants that you provide through the Services. InsteadParticipant information is subject to AllyHealth’s agreement with an applicable Agent and/or Client. By using our Services, you agree that we can collect, use, and share data from youas described in our privacy policy.Weare not responsible for any information or Content that you share with othersvia your use of the Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service. You represent and warrant that you have all necessary rights and permissions to provide personal information through the Services. If you make personal information available to a Provider, that Provider and not AllyHealth is responsible for its handling of your personal information received by the Provider.

If you submit feedback or suggestions about our Services, you agree that we may use your feedback or suggestions without obligation to you.

4. Uploads and Use Restrictions

You may provide Participant information through the Services, andin doing so you must follow these Terms and the rules and policies referenced in these Terms.

Unless otherwise provided in AllyHealth’s agreement with an Agency or Client, when you provide Participant information through our Services, you give us(and those we work with) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from adaptations or other changes we make so that the information works better with our Services, the Professional Services, and other AllyHealth services), communicate, and distribute Participant information. The rights you grant in this license are for the limited purpose of operating. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

You agree that you will not use the Services to:

Violate any law or a third-party’s rights;
Submit excessive or unsolicited commercial messages or spam any users;
Submit malicious content or viruses;
Solicit other people’s login information, credit card numbers, or other sensitive information;
Harass or bully other users; or
Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.

5. Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.

You can stop using our Services at any time, although we’ll be sorry to see you go. We may also stop providing Services to you, or add or create new limits to our Services, at any time.

Sections 5 – 10will survive termination or expiration of these Terms indefinitely.

6. Our Warranties and Disclaimers

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER ALLYHEALTH NOR ITS PROVIDERS, LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES OR PROFESSIONAL SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THE ABILITY OF THE SERVICES OR PROFESSIONAL SERVICESTO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE SERVICES. WE PROVIDE THE SERVICESAND ALL INFORMATION PROVIDED THROUGH THE SERVICES “AS-IS.”

ALLYHEALTH IS NOT A HEALTHCARE PROVIDEROR A PROVIDER OF FINANCIAL SERVICES AND DOES NOT PROVIDE HEALTH, MEDICAL OR FINANCIAL ADVICE.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OURAND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “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.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

7. Liability for our Services

TO THE EXTENT NOT PROHIBITED BY LAW, ALLYHEALTH(AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR PROVIDERS, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OFALLYHEALTH(AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OURPROVIDERS, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, ALLYHEALTH(AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS PROVIDERS, LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS,DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

8. Business/Employer Uses of our Services

If you are using our Services on behalf of a Client or Agency, you are accepting these Terms on their behalf, and that Client or Agencyagrees to be bound bythese Terms. Additionally, if you are an Administrator, you represent and warrant that you have been authorized to provide information on behalf of each applicable Client.

Additionally, use of the Services by an Agency or a Client may be subject to AllyHealth’s agreement with such Agency or a Client. In the event of a conflict between these Terms and AllyHealth’s agreement with such Agency or Client, AllyHealth’s agreement with the applicable Agency or Client shall prevail with respect to the subject matter in conflict in connection with use of the Services by an Administrator.

9. Indemnification

You and any Client or Agency on whose behalf you are acting hereby agree to indemnify, defend, and hold harmless AllyHealth,its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractorsfrom and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of your actual or alleged breach of these Terms, any Content you provide through the Services, or your use or misuse of the Services. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

10. About these Terms

We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms onthis web page, through the Services, or via email. By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict.

These Terms control the relationship between AllyHealthand you with respect to the Services. They do not create any third-party beneficiary rights.If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of the United States and the Commonwealth of Pennsylvania, excluding Pennsylvania’sconflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.

You may not assign or delegate your rights or obligations relating to these terms or your account for the Services without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.

For information about how to contact AllyHealth, please visit our contact page (https://www.allyhealth.net/request-info/).