Flexpa Terms of Service
Last Updated June 27, 2022
Flexpa USA Inc. (“Flexpa”) operates a website, flexpa.com, (“Flexpa Website”), API (“Flexpa API”), and a mobile application “(Flexpa Application) (which collectively are referred to as the “Flexpa Platform”) that allows that allows individual end users of Flexpa customers (“End Users” or “You”) to connect and link their health data to third-party digital health apps (“Flexpa Services”). End Users’ use and access of the Flexpa Platform and Services subject to the User’s agreement with these Terms of Service and Privacy Policy (collectively, the “Agreement”). This Agreement is between You and Flexpa, a company organized under the laws of the State of Delaware. This Agreement governs Your access to and use of the Flexpa Platform and Services, including all related tools, successor website(s), or applications thereto.
#1. Modifications to This Agreement
Flexpa may revise the Agreement at any time. Should any revisions be made, Flexpa will give notice to You by posting a notice regarding the revisions on the Flexpa Website, and the new revisions will be effective as of their posting. By accessing or using the Flexpa Platform or Services after such revisions are posted, You agree and consent to all such revisions.
#2. No Medical Advice
Flexpa is not responsible for any content that a third party makes available or communicates through the Flexpa Platform or Services.
Any Flexpa or third-party content made available to End User through the Flexpa Platform or Services is to be used for informational purposes only. You acknowledge that Flexpa content is in no case to be used as a substitute for professional medical advice nor is it intended to be relied upon by any person or entity for purposes of medical diagnosis or treatment. Flexpa will use commercially reasonable efforts to ensure the accuracy of the content, but Flexpa does not guarantee the accuracy or completeness of the content and shall not be liable in any way to End User or anyone else to whom the content may be furnished, for any delays, inaccuracies, unavailability, errors or omissions in the content. Such content is relied upon at End User’s own risk and sole discretion.
Certain Flexpa or third-party content may consist of Your Personal Health Information (as defined in the Privacy Policy) maintained in Patient’s electronic health records maintained by Patient’s healthcare provider. Flexpa is not End User’s provider and therefore End User acknowledges that Flexpa has no responsibility or liability for the personal health information maintained by End User’s provider. If End User has any questions or concerns about the personal health information in Your electronic health record, please contact Your healthcare provider to discuss.
Flexpa is not a medical provider or healthcare service provider. We are not licensed as a medical or healthcare provider under any law or professional licensure. The Flexpa Platform, Flexpa Services, and content therein (“Flexpa Content”), are for informational purposes only and are not intended to be medical advice, instructions for medical diagnosis, or treatment. No physician-patient relationship is, or is intended to be, created by Content provided by us, and the Flexpa Platform, Services and Content are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Under no circumstances will we be liable in any way for any Content of any third parties or for any loss or damage of any kind incurred as a result of the use of the Flexpa Platform or Service or any Flexpa Content. 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.
NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE FLEXPA PLATFORM OR SERVICE. IF YOU FEEL THAT YOU ARE IN CRISIS, YOU SHOULD IMMEDIATELY CONTACT AN APPROPRIATE MEDICAL PROFESSIONAL.
Flexpa reserves the right without prior notice to discontinue any services or content available on the Flexpa Platform, or otherwise change specifications at any time without incurring any obligations to You or any other party.
#4. Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use and share information about You.
#5. Ownership
#a. Ownership by Flexpa
The (a) content on the Flexpa Platform, including without limitation the text, graphics, logos, button icons, images, video or audio clips, digital downloads, data compilations and software, is the property of Flexpa or its affiliates and (b) the compilation of all content on the Flexpa Platform, as well as the original arrangement, organization, design, formatting, trade dress, look and feel of the Flexpa Platform (collectively, “Flexpa Intellectual Property”) is the exclusive property of Flexpa or its respective affiliate. The Flexpa Intellectual Property is protected under applicable United States and international patent, copyright, trademark and other intellectual property laws
Copyright © 2022 Flexpa. All rights reserved.
Other graphics, logos, button icons, and service names appearing on the Flexpa Platform are also the distinctive and protected trademarks, service marks, or trade names of Flexpa or its affiliates. The Flexpa Platform may contain various third-party names and marks that are the property of their respective owners.
Any unauthorized use of our marks or of our copyrighted material or trade dress or any other intellectual property is strictly prohibited and may be prosecuted to the fullest extent that the law provides.
All End User Personal Information and Personal Health Information shall belong to You and You maintain all right, title, and interest in and to the User Personal Information. Flexpa does not own the User Personal Information, and Flexpa’s use of the Personal Information is governed by Flexpa’s Privacy Policy.
#7. User Submissions
Should You send Flexpa any feedback or data, such as ideas, comments, and suggestions or questions regarding the Flexpa Platform, such information will not be given confidential treatment, Flexpa will not have any obligation of any kind to You with respect to such information, Flexpa is the owner of all right, title and interest in any such information regarding the Flexpa Platform, and You agree to assign and hereby assign all such information to without charge. As the sole and exclusive owner of such postings, feedback and data, Flexpa will be free to reproduce, copy, use, disclose and distribute the information to others including without limitation incorporating Your posts, feedback or data (and any underlying or related ideas, concepts, techniques and know-how) into the Flexpa Platform, without compensation to You of any kind.
All materials and information provided by Flexpa to You and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that You reasonably should have known was the Confidential Information of Flexpa, shall be considered Confidential Information; for the avoidance of doubt, information regarding the Flexpa Platform or Service are Confidential Information of Flexpa. You shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Flexpa. The obligations in this Section 7 shall not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by You independently from Flexpa’s Confidential Information, (iii) is disclosed to You by a third-party, who is not subject to any confidentiality obligations to Flexpa, without restriction, or (iv) was in Your lawful possession prior to the disclosure to You and was not obtained by You either directly or indirectly from Flexpa. At any time, upon Flexpa’s request, You shall return to Flexpa all of Flexpa’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.
You may view, copy, print and use content contained on the Flexpa Platform solely for Your own personal use, provided that: (1) it is used for Your internal or personal purposes only; (2) no text, graphics or other content available from the Flexpa Platform is modified or framed in any way; and (3) no graphics available from the Flexpa Platform are used, copied or distributed separate from accompanying text. The use of any content for commercial purposes is expressly prohibited. Nothing in this Agreement is intended to, or may be construed as, conferring by implication, estoppel or otherwise any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of Flexpa or any third party, except as expressly provided in this section.
#10. Prohibited Uses
You shall not (and not allow any third party to) (a) use, copy, modify, adapt, combine, distribute, translate, reproduce, republish, disassemble, reverse engineer, decompile, mirror, frame, create derivative works based on, hyperlink or transmit any of the content or materials of the Flexpa Platform or any component thereof, or use any other means to attempt to discover the source code, algorithms or trade secrets underlying the Flexpa Platform of Services (except and only to the extent these restrictions are expressly prohibit by applicable law); (b) rent or sell use of or access to the Flexpa Platform or Services; (c) interfere with or disrupt the integrity or performance of the Flexpa Platform or Services or the data contained therein by (1) attempting to gain unauthorized access to the Services or its related systems or networks; or (2) knowingly, recklessly or negligently sending or storing any material containing any technical defects, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Flexpa Platform or our infrastructure; (e) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Flexpa Platform; (f) use the Flexpa Platform or Services in any way that is illegal, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, as we may determine in our sole discretion; (g) interfere with or circumvent any feature of the Flexpa Platform or Service, including any security or access control mechanism; (h) use any of Flexpa’s Confidential Information (as defined in Section 7 above) and Intellectual Property owned by Flexpa (as defined in Section 5(a) above) to create any service, software or other documentation that performs similar functionality, feature and graphic to that of the Flexpa Platform or Service; (i) not access or attempt to access information concerning (1) other Users of Flexpa, (including, but not limited to, the username, password, account, or other security information from any other user) or (2) proprietary information of Flexpa; (j) permit third parties to access or use the Flexpa Platform or any content contained thereof except as set forth in this Agreement, unless otherwise expressly agreed to in writing by Flexpa; (k) violate the security of any computer network or crack any passwords or security encryption codes; (l) not harvest or collect information about others, including e-mail addresses; or (m) use the Flexpa Platform if prohibited by applicable law.
You agree to use the Flexpa Platform for lawful purposes only. You may not post or transmit through the Flexpa Platform any material (1) that violates or infringes in any way upon the rights of others, (2) that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, (3) that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (4) that, without Flexpa express prior approval, contains advertising or any solicitation. Any conduct by You that, in our discretion, restricts or inhibits any other person from using or enjoying the Flexpa Platform will not be permitted.
You understand and agree that Flexpa may terminate or otherwise deny Your use of or access to the Flexpa Platform without notice in the event Flexpa believes that (1) You have violated a provision of this Agreement, (2) You have used or misused the Flexpa Platform in a manner that Flexpa has determined is unlawful, unethical or otherwise inappropriate, or (3) such action is reasonably necessary to protect a third party or Flexpa or if such action is otherwise required by law.
You acknowledge and agree (1) that Your use of or access to the Flexpa Platform is at Your own discretion and risk, (2) that use of any material, information or data downloaded or otherwise obtained through the use of or access to the Flexpa Platform is at Your own discretion and risk, and (3) that You are solely responsible for any damage to Your computer system for loss of data that results from the download of such material, information or data, and for any other form of damage that may be incurred.
#11. Third-Party Websites
The Flexpa Platform may contain links to third-party websites ("Third-Party Websites") and applications (" Third-Party Applications"). When You click on a link to a Third-Party Website or Third-Party Application, we will not warn You that You have left the Flexpa Platform and are now subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Flexpa. Flexpa is not responsible for any Third-Party Websites or Third-Party Applications. Flexpa provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When You leave the Flexpa Platform, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
#12. No Endorsements
Reference to any pharmacy, physician, Third-Party Websites or Third-Party Applications, product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by Flexpa. Any views expressed by third parties on the Flexpa Platform or through the Flexpa Services are solely the views of such third party and Flexpa assumes no responsibility for the accuracy or veracity of any statement made by such third party.
#13. Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY FLEXPA, THE FLEXPA PLATFORM, FLEXPA SERVICES, AND FLEXPA CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. FLEXPA MAKES NO WARRANTY THAT THE FLEXPA PLATFORM, SERVICES, OR FLEXPA CONTENT A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. FLEXPA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE FLEXPA PLATFORM AND SERVICES AND FLEXPA CONTENT CONTAINED THEREIN. FLEXPA DOES NOT REPRESENT OR WARRANT THAT THE FLEXPA CONTENT ON THE FLEXPA PLATFORM SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE FLEXPA PLATFORM. WHILE FLEXPA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE FLEXPA PLATFORM AND CONTENT SAFE, FLEXPA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE FLEXPA PLATFORM, SERVICES, AND CONTENT ARE MADE AVAILABLE THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. YOU ACKNOWLEDGE THAT USE OF THE INTERNET IS INHERENTLY UNRELIABLE AND Flexpa does not warrant that the Flexpa Platform or services or user’s access thereof will be uninterrupted or error-free, that defects in the website will be corrected, or that the Flexpa platform or services are free of viruses or other harmful components
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR YOUR USE OF THE FLEXPA PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE FLEXPA PLATFORM OR FLEXPA SERVICE.
The Flexpa Platform may be unavailable from time to time due to mechanical, telecommunication, software, and third-party vendor failures. Flexpa cannot predict or control when such downtime may occur and cannot control the duration of such downtime. Flexpa is not responsible for any such failures.
No advice or information from Flexpa in any manner will create any warranty as to the Flexpa Platform or Flexpa Service. If for any reason User is not satisfied with the Flexpa Platform or Services, Your sole remedy is to cease using or accessing the Flexpa Platform or Services.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
#14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLEXPA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE FLEXPA PLATFORM, flexpa services OR THIRD-PARTY Websites and third-party APPLICATIONS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF FLEXPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE FLEXPA PLATFORM, flexpa services OR THIRD-PARTY Websites and third-party APPLICATIONS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF FLEXPA ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF the flexpa platform and services and flexpa content EXCEED FIVE HUNDRED U.S. DOLLARS ($500).
#15. Indemnification
You agree to defend, indemnify and hold harmless Flexpa and its respective vendors, affiliates and their officers, directors, representatives, employees, consultants, and agents (“Flexpa Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) Your use or misuse of the Flexpa Platform, Flexpa Services, or Flexpa Content Flexpa therein, (b) any feedback You provide, (c) Your violation of this Agreement, (d) Your violation of the rights of a third party, and (e) entry, use or dissemination of the User Data. You agree to promptly notify Flexpa of any third party Claims and cooperate with the Flexpa Parties in defending such Claims. You further agree that the Flexpa Parties shall have the right to participate in the defense of any such claim, subject to Your indemnification obligation.
#16. Governing Law & Disputes
This Agreement, Your access to and use of the Flexpa Platform shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles of the State of California, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of California, and the United States, respectively, sitting in the State of California.
Please read this “Arbitration and Class Action/Jury Trial Waiver” section carefully. It is an integral part of this Agreement and affects Your rights with respect to dispute resolution and the remedies You may have. It also contains a class action waiver.
For any dispute You may have with us, You agree to first contact us at support@flexpa.com and to work with us in good faith to resolve the dispute informally. In the event we are not able to resolve Your dispute within sixty (60) calendar days after You brought it to our attention, You and we mutually agree to resolve any claim, dispute, or controversy (excluding claims that qualify for small claims court and claims for equitable relief, as provided below) arising out of or in connection with this Agreement or Your access or use of the Flexpa Platform (collectively, “Claims”) by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. Information about JAMS, including contact information, can be found at www.jamsadr.com.
The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any Claims relating to the interpretation, applicability, enforceability or formation of the Arbitration Section in this Agreement, including but not limited to any claim that all or any part of this Arbitration Section is void or voidable. The judgment of the arbitrator and the award of the arbitrator is final and binding on You and us.
The arbitration will be conducted in San Francisco, California, unless You and we agree otherwise. JAMS may require You to pay a fee for the initiation of Your case, unless You apply for and obtain a fee waiver from JAMS. The award rendered by the arbitrator may include Your costs of arbitration, Your reasonable attorney’s fees, and Your reasonable costs for expert and other witnesses.
All Claims must be brought in Your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by agreeing to this Agreement, You and we are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Nothing in this Arbitration Section will be deemed as preventing You or we from seeking equitable relief from the courts as necessary and applicable, nor for adjudicating a Claim in small claims court if that Claim qualifies so long as the Claim remains in such court and advanced only on an individual basis, not a class or representative basis.
If You have any questions about this Agreement, please contact us at:
Flexpa USA Inc.
1209 Orange Street
Wilmington, Delaware 19801
support@flexpa.com