MEMBER TERMS OF SERVICE
Our mission is to improve the doctor-patient relationship by offering virtual engagement programs as an alternative to appointment dictated healthcare.
We provide patients with a smart communications platform that offers complete access to their own physician’s office. We aim to create an easier and more efficient dialogue between the physician and their patients creating a community of “Believer’s” that are empowered and satisfied with their healthcare relationships!
The following pages include our Membership Terms of Service Agreement. Please read it carefully and provide your signature as a confirmation that you agree to the terms of your Believe Health plan.
A few items we wanted to highlight:
- Believe Health does not practice medicine and does not control the method or means of any virtual assessment provider’s delivery of any healthcare or medical services via the virtual assessments on or our platform.
- Believe Health plans allow for a defined number of virtual assessments (based on plan type) to be held on the patients’ behalf and completed by the virtual provider and/or qualified member of the virtual practice to assess medical conditions and provide necessary next steps.
- A virtual assessment is defined by any interaction completed as routine medical care, regardless of medical care or necessity through instant messaging and/or video conferencing where diagnostic, consultative and/or treatment services have been provided. This virtual assessment may require an in-office appointment based on the virtual provider’s diagnosis.
- The Believe Health communication platform offers services specific to your plan selection and is not a replacement for 911/Emergency services.
- Believe Health plans are designed to be eligible to be paid with HSA, FSA and HRA funds but we would request that you review your plan requirements before submitting for payment.
- Believe Health plans are separate from your health insurance plan(s). Participation in a Believe Health plan does not affect co-payments, co-insurance or deductibles that a patient is required to pay; or any terms and provisions of a patient’s health plan coverage for in-office appointments.
- All patients must be approved by the practice that they are connected to through the Believe Health membership. Which includes but is not limited to, a confirmation of your identity, patient and billing information, confirmation of insurance and that the patient record is in good standing.
TERMS OF SERVICE
Believe Holdings Inc., a Delaware corporation doing business as Believe Health (“Believe Health”, “Company”, “BH”, “we”, “us”, or “our”) provides health data management, communication and related administrative services through its web-based, smart communications platform for US healthcare providers and consumers (“BH Platform”). BH Platform technologies include, but are not limited to, Believe Health’s website located at www.believehealth.com, the Believe Health mobile application, communication services, and other technology provided by Believe Health via a subscription and paid-for membership (“Membership”). Registered members (“BH Members”, “Member”, “you”, “your”, or “user”) include individuals authorized by Believe Health to utilize the services provided by Believe Health and includes those individuals acting on behalf of an authorized Member.
The BH Platform is used to facilitate a healthcare provider’s making available to Member diagnostic routine regardless of medical condition or necessity virtual health assessments (“Virtual Assessments”). Virtual Assessments are provided by an affiliated but separate Virtual Assessment healthcare provider (“Virtual Assessment Provider” or “Provider”) utilizing the BH Platform. BH Platform also includes health data storage and communication technologies that are designed to facilitate your Virtual Assessments delivered to you by your Virtual Assessment Provider.
Believe Health does not practice medicine and does not control the method or means of any Virtual Assessment Provider’s delivery of any healthcare or medical services via the Virtual Assessments or BH Platform (Virtual Assessments and BH Platform services are collectively referred to as “Services”). Virtual Assessments are delivered on a routine, regardless of medical condition or necessity basis, and the BH Platform services are solely in support of and facilitate the Virtual Assessments, rendering the Services entirely outside any public or private healthcare insurance plan (“Plan”) coverage or reimbursement. Believe Health and BH Members shall be referred to individually as “Party” or collective as the “Parties” or “we”). The terms of this Membership Agreement (“Agreement”) hereby govern your use of our Services.
1. VIRTUAL ASSESSMENTS
Believe Health plans allow for a defined number of Virtual Assessments (based on plan type) to be held on the patients’ behalf and completed by the Virtual Provider and/or qualified member of the Virtual Practice to assess medical conditions and provide necessary next steps. A Virtual Assessment is defined by any interaction completed as routine medical care, regardless of medical care or necessity through instant messaging and/or video conferencing where diagnostic, consultative and/or treatment services have been provided. This Virtual Assessment may require an in-office appointment based on the Virtual Provider’s diagnosis.
Patients that are accepted into a Believe Health Plan must have been seen by the Provider in the last 12 months for an in-office wellness visit and are required to maintain Provider recommended in-office wellness and sick visits.
3. ACCOUNT REGISTRATION AND SECURITY
You may use the Services only if you are 18 years or older and solely for your own personal, non-commercial use. To access certain features of the Services or to become a Member, you will have to register for your account by emailing email@example.com. It is important that you provide us with accurate and complete information for your account and update as needed.
You are responsible for protecting your account username and password, and for all activities that occur under your account. You should immediately notify us of any unauthorized use of your account. You shoulred use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We will not be responsible for any loss or damage if you do not protect your account or your personal information.
4. ACKNOWLEDGMENT OF MEMBERSHIP FEE
Believe Health charges a membership fee (“Membership Fee”) for the availability of Services. The Membership Fee may be modified by notice in accordance with these terms. Certain Members may have access to the BH Platform through their employers, professional affiliations, or other organizations, and as a result, the Membership Fee may not apply to such Members.
The Membership Fee covers costs associated with the Services made available to Members. YOU MUST NOT SUBMIT TO ANY PUBLIC HEALTHCARE PLAN FOR REIMBURSEMENT OF THE MEMBERSHIP FEE.
PAYMENT OF THE MEMBERSHIP FEE TO BELIEVE HEALTH IS NOT A REQUIREMENT TO RECEIVE IN-OFFICE MEDICAL SERVICES FROM YOUR PROVIDER OR FROM ANY OTHER HEALTHCARE PROVIDER. For questions related to the Membership Fee, contact Believe Health by sending an email to firstname.lastname@example.org.
For our Members, Believe Health will charge your Membership Fee to your designated billing account. You agree to make the payment using your chosen payment method.
If your account is subject to the Membership Fee, you authorize us to charge your chosen payment method the Membership Fee at the time of initial payment and each renewal, until you cancel. You must cancel your Membership before it renews to avoid being charged the Membership Fee for the next year.
If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Membership Fee, you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge at least thirty (30) days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by logging into your account and select “cancel membership” or by contacting us at email@example.com.
5. FREE TRIALS AND OTHER PROMOTIONS
Any free trial or other promotion that provides paid member-level access to the Services must be used within the specified time of the trial. A payment method will be requested to hold on file and if you do not wish to continue your Membership, you must cancel your trial membership before the end of the trial period in order to avoid being charged the Membership Fee, as applicable. If you cancel prior to the end of the trial period and are inadvertently charged for a Membership, please contact us at firstname.lastname@example.org for a refund.
6. SERVICE USE TERMINATION & REFUNDS
You may terminate your use of the Services and Membership at any time by not using the Services anymore. If you wish to terminate your Membership, you can do so by logging into your account and selecting “cancel membership” or contacting us via email at email@example.com. If you terminate your Membership, your Membership will remain active until the end of your then-current Membership period, and no refund is owed or shall be paid as Virtual Assessment Providers have already scheduled Virtual Assessment availability and Believe Health as organized your Services for the applicable year.
We may terminate your use of the Services at any time by sending notice to you at the email address you provided or otherwise contacting you or posting a notice on the Services. If we terminate your use of the Services because you have breached this Agreement or any other agreement you have entered into with us, you will not be entitled to any refund of the paid Membership Fee.
We are not required to provide you with notice prior to terminating your use of the Services or a reason for such termination. If we terminate your access to the Services other than due to your breach of this Agreement or any other agreement you have entered into with us, you will be entitled to a pro rata refund of the Membership Fee that you paid for the remainder of your Membership period.
Because of the work involved in creating the Services/Membership availability of Virtual Assessments with coordination of scheduling and capacity of Virtual Assessment Providers, Believe Health cannot provide a refund of the Membership Fee once paid by you.
Believe Health subscriptions are nonrefundable. A credit will be issued for a future Believe Health subscription(s) only when Believe Health, your Provider or Practice is unable to meet the terms of your agreement and/or due to technology issues or a Provider or Practice is no longer being available to offer the plan you selected. Please review your Agreement for the terms and conditions that apply to your specific plan.
To cancel your subscription, visit your account page at believehealth.com. Subscriptions for the following year must be canceled within thirty (30) days of the renewal date and can be done so online or in writing. If you cancel your subscription before the end of your term and the refund requirements do not apply, then no credit or refund will be issued.
7. CODE OF CONDUCT
Believe Health holds providers and patients to the highest of standards of conduct while interacting in-person, by phone, on-line messaging or virtually. Not adhering to any of these expectations will provide due cause for removal from the Believe Health platform and cancellation of all Plans without refund.
Reasons that will be cause for these actions include but are not limited to the items listed below specific to patients, providers, staff and users of the Believe Health platform.
- Using abusive language or behavior;
- Communicating in a way that defames, harasses or threatens others;
- Disclosing personal and/or medical information that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties;
- Posting or sending anything that contains obscene language or images;
- Advertising, promotional materials, or any form of commercial solicitation;
- Communicating content that is otherwise unlawful or that violates any applicable local, state, national or international law;
- Breaching or otherwise circumventing any security measures.
Believe Health has the right to remove any content and/or members from the platform if it is determined that the content and/or actions are deemed unacceptable. Virtual Providers also have the right to cancel any patients plan immediately for any breach of conduct that is reported and confirmed.
In addition, Providers and their Practice hold the right to manage communication(s) and ensure that medical needs are met in appropriate manner.
- Providers have the discretion to end a virtual interaction at any point and request an in-office appointment or alternative channel of communication.
- Based on the volume of use including but not limited to phone calls, messages or virtual assessments the Provider may require the patient and/or family member to upgrade to an alternative Plan.
- All Plans must be used only for the account holder and/or family members active on the plan and within the providers practice.
Please contact firstname.lastname@example.org should you have any questions or need assistance with any matters associated with our code of conduct.
8. USE OF THE SERVICES
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the BH Platform solely for your personal and non-commercial purposes. Your use of the BH Platform must be in accordance with all applicable laws. You acknowledge that you do not acquire any ownership rights in the BH Platform.
The following is a list of the type of actions that you may not engage in with respect to the BH Platform:
- You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of BH Platform or its contents or Services;
- You will not interfere, access, tamper with or disrupt the BH Platform or the servers or networks connected to the BH Platform;
- You will not attempt to probe, scan or test the vulnerability of the BH Platform or any of our systems or network or breach any security or authentication measures;
- You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;
- You will not use the BH Platform or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;
- You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;
- You will not use, display, "frame" or "mirror" any part of the BH Platform, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us; and
- You will not collect or store any personal information, including personally identifiable information, from users without their express permission.
9. CONSENT TO ELECTRONIC COMMUNICATIONS
You agree that Believe Health and the Virtual Assessment Provider may contact you via email, phone, text, or mail regarding your Believe Health Membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Believe Health and related potential communications with your Virtual Assessment Provider.
If you later decide that you do not want to receive certain future communications electronically, please send an email to email@example.com or a letter to Believe Health, 8080 La Jolla Shores Dr. La Jolla, CA 92037. You may also opt-out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Believe Health. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.
Believe Health may need to send you certain communications electronically regarding the Services. You will not be able to opt-out of those communications – e.g., communications regarding updates to this Agreement or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of this Agreement provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
10. APPLICABLE REGULATIONS
Recognizing the global nature of the Internet, Member agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Member will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which the Member accesses Services online. As confirmed below, the laws of the State of California, without application of choice-of-law principles of the State of California, shall specifically apply to this Agreement and the enforcement thereof.
11. LEGISLATIVE, REGULATORY, OR ADMINISTRATIVE CHANGE
In the event of a change in applicable federal and state statutes, case law, regulations or general instructions, the interpretation of any of the foregoing or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which Believe Health and/or Virtual Assessment Provider may perform or be compensated for its Services under this Agreement or which shall make this Agreement unlawful, Parties shall immediately enter into good faith negotiations regarding and use all reasonable efforts to enter into a new arrangement pursuant to this Agreement that complies with such changed or adopted Law, regulation or policy in a manner which approximates, as closely as possible, the economic position of Parties prior to the change.
12. INTELLECTUAL PROPERTY RIGHTS
Believe Health and our licensors retain all ownership rights, title, and interest (including all intellectual property rights) worldwide to the Services, including all software and content. No rights are granted to you other than as expressly set forth in this Agreement. All trademarks, service marks and trade names are owned by Believe Holdings Inc., or other respective owners.
13. WAIVER OF PROPERTY RIGHTS
Member understands that by providing any sample, having images and video data processed, accessing any images or videos captured using the Services provided by Believe Health (collectively, “Image Data”), or providing information that Member enters into surveys, forms, or features while signed in to Believe Health accounts including, but not limited to, health information, disease conditions, treatment information, healthcare provider information, and other information (collectively, “Self-Reported Information”), Member acquires no rights in any research or commercial products that may be developed by Believe Health or its collaborating partners. Member specifically understands that Member will not receive compensation for any research or commercial product that includes or result from Image Data or Self-Reported Information.
14. HYPERLINKS AND THE BELIEVE HEALTH WEBSITE
The Services provide, and third parties may provide, links to other sites and resources on the Internet. Because Believe Health has no control over such sites and resources, Member acknowledges and agrees that Believe Health is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.
Member further acknowledges and agrees that Believe Health shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.
15. LINKS TO THIRD PARTY WEBSITES
The Services may contain links to other sites that are owned and operated by third parties. We are not responsible for the privacy and services practices or the content, advertising, products, services or other materials made available on or through any such linked sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement of any kind by us.
16. DISPUTE RESOLUTION
In the event of a dispute or disagreement between Parties with respect to this Agreement, either Party may request in writing a special meeting between Parties to resolve the dispute (“Special Meeting”). The Special Meeting shall be held at a mutually agreeable location within ten (10) days of a written request for the meeting, which request shall specify the nature of the dispute to be resolved. The Special Meeting shall be attended by representatives of both Parties (who may or may not be accompanied by legal counsel, in their respective discretion), who shall attempt in good faith to resolve the dispute and shall have reasonable authority to do so. If Parties cannot resolve the dispute within thirty (30) days after such request for a meeting is given, the matter shall be submitted to arbitration, in accordance with the procedures outlined below.
Either Party may commence arbitration by giving written notice to the other Party demanding arbitration. There shall be one (1) impartial arbitrator, who shall have experience in health care law or administration and be selected jointly by Parties. The arbitrator may be a person who has provided services (other than as an employee) to either Party. To the extent the arbitrator has any procedural issues in conducting the arbitration, s/he shall defer to and rely upon the American Health Lawyers Dispute Resolution Process. If Parties cannot reach an agreement as to a mutually acceptable arbitrator within ten (10) days after the demand to arbitrate is made, they shall request that an arbitrator be chosen by JAMS and said binding arbitration shall be conducted under the rules and procedures of JAMS.
The arbitration shall take place in San Diego, California. The arbitration process shall consist of an adversary hearing and each Party shall have the right to call and cross-examine witnesses under oath and to introduce oral and documentary evidence. The arbitration shall commence within one hundred and eighty (180) days after the appointment of the arbitrator, unless the arbitrator is unavailable during that period, and in that event, it shall commence as soon as possible thereafter. In the event the arbitration does not commence within this time-period, Party demanding arbitration shall be able to pursue all legal remedies, including without limitation bringing an action regarding the dispute in a court of law.
The arbitrator’s determination shall be communicated to Parties in writing. The 30-day period may be extended by agreement of Parties. The resolution of the arbitrator shall be binding upon Parties, absent manifest error.
The arbitrator, in addition to resolving the dispute, shall make a finding as to whether Parties to the arbitration acted in good faith. If the arbitrator finds that Parties acted in good faith, both Parties shall equally share in the expenses and fees of the arbitration; provided, however, that each Party shall pay its own attorneys’ fees. However, if the arbitrator finds that one Party failed to act in good faith, that Party alone will bear the expenses and fees of the arbitration, including attorneys’ fees for both Parties.
In the event a court action is brought to enforce or interpret any part of this Agreement, the prevailing Party shall be entitled to recover, as an element of its costs of suit, reasonable attorneys’ fees, as determined by the court.
Notwithstanding the provisions of this Section 13 each of the Parties hereto shall have the right to apply for and obtain a temporary restraining order or other temporary, interim or permanent injunctive or equitable relief from a court of competent jurisdiction in order to enforce the provisions of any part of this Agreement as may be necessary to protect its rights under those Sections.
To the maximum extent not prohibited by law, under no circumstances will we or any of our licensors, affiliates, employees, officers, directors or agents be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of or inability to use the Services, or resulting from any content posted on the Services, or any claim related to the Services.
To the maximum extent not prohibited by law, the Services are provided “as is” and “as available” without any warranties of any kind intended or implied.
We and our licensors disclaim all warranties, express and implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement, and warranties arising from course of dealing, course of performance and usage of trade-related to Services. Your use of the Services is solely at your own risk. Furthermore, we and our licensors do not warrant that the Services will be uninterrupted or error-free, or that defects will be corrected.
We do not warrant that files available for download related to Services will be free of viruses, worms, trojan horses or other destructive programming. Any material obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from any such material. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content.
Any general advice that may be posted on Believe Health’s website or Believe Health’s mobile app is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified medical services provider.
The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. Those who choose to access and use our Services from outside the U.S. do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.
18. EXCLUSIVE REMEDY
If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using the Services and cancel your Membership account with no refund owed for such cancellation.
Any notice or other communication by either Party to the other shall be in writing and shall be deemed to have been given (i) if delivered in person to Party named below on the date of delivery, (ii) if made by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise; provided, however, if receipt occurs after 5:00 p.m. at the recipient’s location then the next day, or (iii) delivered by certified or registered mail, postage prepaid, return receipt requested, or other reputable delivery service such as Federal Express, upon the date indicated on the return receipt if addressed as follows:
If to Company:
Attn.: Doug Harrison, CEO
8080 La Jolla Shores Drive
La Jolla, CA 92037
Or at such other address, and to the attention of such other person, as either Party may designate in writing from time to time.
This Agreement shall be binding upon, and shall inure to the benefit of, Parties and their respective legal representatives, successors, and assigns. Member may not assign this Agreement or any rights hereunder, nor may it delegate any of its duties to be performed hereunder, without the prior written consent of Believe Health.
21. NO INTENDED THIRD-PARTY BENEFICIARIES
None of the provisions contained in this Agreement are intended by Parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement, including, without limitation, any healthcare professional, consumer, or patient of Virtual Assessment Provider.
22. GOVERNING LAW
This Agreement and the Exhibit attached hereto, and all extensions and modifications thereof shall be interpreted in accordance with the laws of the State of California, without regard to its conflict of law rules.
23. ENTIRE AGREEMENT; AMENDMENT
This Agreement and any attached exhibit shall collectively constitute the entire agreement between and understanding of Parties with respect to the subject matter of this Agreement, and as such, this Agreement supersedes any prior agreements or negotiations between Parties, whether written or oral. No modification, amendment, or alteration to this Agreement or any instruments integrated herein by reference shall be effective unless in writing and signed by both Parties.
The paragraph headings set forth in this Agreement are for the purposes of convenience only and shall have no bearing whatsoever on the actual content or interpretation of this Agreement.
25. WAIVER OF BREACH
No waiver of any of the provisions of this Agreement by Believe Health shall be deemed to be or shall constitute a waiver of any other provision hereof by Believe Health, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
This Agreement may be executed in several counterparts transmitted electronically, each of which shall be deemed an original; however, all of such counterparts shall together constitute one and the same Agreement.
Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties. Accordingly, if any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or circumstance shall be adjudged to any extent invalid, unenforceable, void or voidable, for any reason whatsoever, by a court of competent jurisdiction or an arbitration tribunal, such provision shall be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. To the extent this Agreement is in violation of applicable law, Parties agree to negotiate in good faith and in accordance with Section 8 to amend the Agreement, to the extent possible consistent with its purposes, to conform to such law.
28. FORCE MAJEURE
Believe Health shall not be liable for any failure, inability or delay to perform hereunder, if such failure, inability or delay is due to any cause beyond the reasonable control of Believe Health.
29. ADDITIONAL DOCUMENTS
Member agrees to execute any document(s) that may be reasonably requested from time to time by Believe Health to implement or complete Member’s obligations pursuant to this Agreement.
Sections 4 (Service Use Termination), 9 (Intellectual Property Rights), 10 (Waiver of Property Rights), 13 (Dispute Resolution), 16 (Notice) and 27 (Survival) of this Agreement and any other provisions of this Agreement that are stated shall survive the termination or expiration of this Agreement.
If you have any questions about these terms, please contact firstname.lastname@example.org.