Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") govern your access to and use of predixahealth.com and its content (the "Site"). By using the Site you agree to these Terms. If you do not agree to them, do not use the Site.

Section 5 is for patients, and sets out the terms of the text messages and phone calls we send on behalf of healthcare organizations. It applies to those patients whether or not they use the Site.

2. Who we are

The Site is operated by Predixa Health, LLC, a California limited liability company, of 15333 Culver Dr, Irvine, CA, US. In these Terms, "Predixa Health", "we", "us" and "our" mean Predixa Health, LLC and its affiliates.

3. What these Terms cover

These Terms cover two things: the Site, an informational website describing our company and our patient-engagement platform; and, in section 5, the patient messaging program. They are not the agreement under which we deliver the platform to a healthcare organization.

Access to the platform itself is provided only under a separate signed written agreement, together with a Business Associate Agreement where HIPAA applies. If anything in these Terms conflicts with such a signed agreement, the signed agreement controls for the subject matter it covers. Nothing on the Site constitutes an offer capable of acceptance, and no contract for services is formed by using the Site or by sending us a message through it.

4. No medical advice, and no emergency use

Predixa Health does not practise medicine and does not provide medical services or medical advice, either through the Site or through the messaging program in section 5. Clinical decisions about your care are your healthcare provider's.

The Site is for general informational purposes only. Nothing on it is medical advice, a diagnosis, or a treatment recommendation, and nothing on it creates a physician-patient or other clinical relationship. Never rely on the Site in place of advice from a qualified healthcare professional, and never delay seeking that advice because of something you read here.

The Site is not an emergency service and is not monitored for emergencies. If you are experiencing a medical emergency, call 911 or your local emergency number, or go to the nearest emergency department. If you are in crisis in the United States, call or text 988.

5. Patient text messages and calls

This section sets out the terms of the Predixa Health patient engagement program — the text messages and phone calls we send to patients. It is written for patients and it applies to you if you receive them, whether or not you have ever used the Site. How we handle the information behind the program is described in section 3 of our Privacy Policy.

Who the messages come from

The program is operated by Predixa Health, LLC, on behalf of the healthcare organization providing your care — your provider, clinic, health plan or care-management program. That organization enrolled you; the consent behind the messages is held either by it or by us, as described next.

How you were enrolled, and how you consented

Your healthcare organization enrolls you and gives us your name and mobile number. That is the only way anyone joins this program: we do not add patients on our own, and we obtain numbers from no other source — no data brokers, no lead lists, no purchased files.

Consent to be contacted is obtained one of two ways, depending on the organization:

• Your healthcare organization obtains it and passes it to us with your enrolment — at registration, at intake, when you join a care program, or when you tell your care team that contacting you this way is fine.
• We obtain it from you directly, in the form the law requires, before the program begins.

Either way there is a consent behind every number we contact, and we keep the record of it.

Consent to receive these messages is not a condition of receiving care, and is not a condition of any purchase. Declining them, or stopping them later, does not change the care your provider gives you.

What the program sends

• appointment reminders and follow-up instructions;
• reminders that a screening, test, refill or annual visit is due;
• short check-in questions about how you are feeling, which you answer in your own words;
• a call from our care team when an answer you gave suggests someone should follow up with you.

This is not a marketing program. We send no advertising, no promotions and no solicitations by text message, and your number is never used for them.

Message frequency

Message frequency varies, and it is set by your medical condition — by what the care program built around that condition calls for, and by nothing else. We do not message on a promotional schedule and volume is never driven by anything but your care. Messages recur for as long as you are enrolled and have not opted out.

Cost

Message and data rates may apply. Predixa Health charges you nothing for these messages and neither does your healthcare organization. Any charge comes from your own mobile plan; your carrier's rates and your plan's allowances are a matter between you and your carrier.

Stopping messages — STOP

You can stop at any time, at no cost. Reply STOP to any message. STOP, END, CANCEL, UNSUBSCRIBE, QUIT and OPT OUT all work. You will receive one message confirming that you have been unsubscribed, and after that we will send nothing further to that number.

You do not have to use one of those words. Any request that reasonably conveys that you want the messages to stop will be honoured, however you make it — a reply in your own words, an email to support@predixahealth.com, or telling the person who calls you. We act on it promptly, and in any event within ten business days.

Opting out of our messages does not stop messages your healthcare organization sends you directly. Ask them about those.

Help — HELP

Reply HELP to any message for information about the program and how to reach us. To reach a person, email support@predixahealth.com, or write to Predixa Health, LLC, 15333 Culver Dr, Irvine, CA, US.

Delivery and your carrier

Delivery is not guaranteed. Carriers are not liable for delayed or undelivered messages. Whether a message arrives, and when, depends on your carrier's network, your device and your mobile plan, all of which are outside our control, and neither Predixa Health nor any carrier warrants that any message will be delivered, delivered on time, or delivered intact. Do not rely on a text message from us as your only reminder of anything that matters.

Phone calls

The same program includes phone calls. A call may be placed by an automated system and may open with a recorded or synthetic voice before a member of our care team joins. Calls are made for your care only and are never telemarketing. If a call is recorded, you will be told so at the start of it.

You can opt out of calls by saying so on any call, or at any time by emailing support@predixahealth.com. Opting out of texts also stops program calls unless you ask us to keep them.

Not for emergencies

This program is not an emergency service and is not monitored around the clock. Replies are read after they arrive, not as they arrive, and a reply may sit unread for some time. Never use a text message to us to report a medical emergency. If you are experiencing one, call 911 or your local emergency number, or go to the nearest emergency department. If you are in crisis in the United States, call or text 988.

6. Permitted use

You may use the Site for your own lawful, informational and business purposes. You may not:

• use the Site in violation of any applicable law or regulation;
• attempt to gain unauthorised access to the Site, to any system or network connected to it, or to any account or data that is not yours;
• probe, scan or test the vulnerability of the Site, or breach or circumvent any security or authentication measure;
• interfere with or disrupt the Site, including by imposing an unreasonable load on it, or by any denial-of-service attack;
• scrape, harvest or systematically extract content or data from the Site by automated means, or use the Site to train a machine-learning model, without our prior written consent;
• submit anything false, misleading, unlawful, defamatory, infringing, or containing malicious code;
• send us protected health information or other sensitive personal information through the Site, which is not designed to receive it;
• use the Site to send unsolicited commercial messages, or impersonate any person or entity;
• remove, obscure or alter any copyright, trademark or other proprietary notice.

We may suspend or block access to the Site, in whole or in part, if we reasonably believe you are in breach of these Terms.

7. Intellectual property

The Site, and all text, graphics, images, logos, layout, design and code in it, are owned by Predixa Health, LLC or its licensors and are protected by copyright, trademark and other laws. "Predixa Health" and our logos are our trademarks, and you may not use them without our prior written permission.

We grant you a limited, revocable, non-exclusive, non-transferable licence to view and to print or download individual pages for your own internal reference. That licence does not include any right to republish, redistribute, sell, licence, or create derivative works from the Site or its content, or to use it commercially, and all rights not expressly granted are reserved.

8. Anything you send us

You do not have to send us anything. If you do send us a message, a question, an idea, or feedback through the Site, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without restriction, attribution or compensation. Do not send us anything you consider confidential or proprietary, and do not send us anything you are not entitled to disclose. You are responsible for what you send, and you confirm it is accurate and does not infringe anyone's rights.

This section does not apply to a patient's reply to a program message under section 5. Those replies are health information. No licence to them is granted here; we hold them under our Business Associate Agreement with the healthcare organization and handle them as described in section 3 of our Privacy Policy.

9. Third-party links and services

The Site may link to websites and resources we do not control, and may load resources such as web fonts from third-party providers. We provide those links and resources for convenience only. We do not endorse them, we are not responsible for their content, availability, or practices, and your use of them is governed by their own terms and privacy policies.

10. Availability and changes to the Site

We may change, suspend or discontinue the Site or any part of it at any time, with or without notice. We may correct, update or remove content at any time. We do not promise that the Site will be available uninterrupted or error-free, and content on the Site describing our platform is subject to change and does not form part of any specification or warranty.

11. Disclaimer of warranties

The Site and all content on it are provided "as is" and "as available", without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express, implied and statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant that the Site will be uninterrupted, timely, secure or error-free, that any defect will be corrected, that the Site is free of viruses or other harmful components, or that any content on it is accurate, complete or current. Statistics, outcomes and results described on the Site reflect particular deployments and are not a promise or projection of the results you would obtain.

12. Limitation of liability

To the fullest extent permitted by law, neither Predixa Health nor its members, officers, employees, agents, suppliers or licensors will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, business or anticipated savings, arising out of or relating to your use of, or inability to use, the Site, however caused and on any theory of liability, whether or not we were advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Site or these Terms will not exceed one hundred United States dollars (US$100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. Where that is the case, the exclusions and limitations above apply to you only to the extent the law permits, and nothing in these Terms limits liability that cannot lawfully be limited.

13. Indemnification

You agree to indemnify, defend and hold harmless Predixa Health and its members, officers, employees and agents from and against any claim, demand, liability, loss, damage, cost or expense, including reasonable legal fees, arising out of or relating to your use of the Site, your breach of these Terms, or your violation of any law or of the rights of any third party.

14. Governing law

These Terms, and any dispute arising out of or relating to them or to the Site, are governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-laws rules and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

15. Dispute resolution and arbitration

Please read this section carefully. It affects how claims between you and us are resolved, and it limits the forum available to you.

Informal resolution first

Before starting an arbitration, you agree to try to resolve the dispute informally by sending a written description of it to legal@predixahealth.com. We will attempt to resolve it with you for at least fifteen (15) days after we receive that notice. Neither party may begin arbitration until that period has passed.

Binding arbitration

Any dispute arising out of or relating to these Terms or to the Site that is not resolved informally will be finally settled by binding arbitration in Orange County, California, administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS") under its rules then in effect. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver

You and Predixa Health agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding.

Exceptions

Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or to stop unauthorised access to or misuse of the Site.

16. Changes to these Terms

We may revise these Terms at any time by posting the revised version on this page and updating the revision date at the top of it. Changes take effect when posted. If you continue to use the Site after that, you accept the revised Terms.

17. General

These Terms, together with our Privacy Policy, are the entire agreement between you and us about the Site, and they supersede any earlier understanding about it. If any provision is found unenforceable, it will be limited or removed to the minimum extent necessary and the rest will remain in force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. The sections on intellectual property, submissions, disclaimers, limitation of liability, indemnification, governing law and dispute resolution survive any termination of your use of the Site.

18. Contact us

Questions about these Terms, and any legal notice under them, should go to legal@predixahealth.com, or by post to Predixa Health, LLC, 15333 Culver Dr, Irvine, CA, US.