Sheen Health Terms of Use

Welcome

Welcome to Sheen Health, a tool that improves the healthcare payment process for healthcare providers and consumers. This agreement sets forth the Terms of Use that apply to your access and use of Web services offered by Sheen Health, Inc., and apply to all text, graphics, images, information or other material available through Sheen Health. The Terms of Use constitute a legal agreement between you and Sheen Health, LLC. Please take a minute to make sure you understand them and our Privacy Policy, located at https://www.sheenhealth.com/Views/Site/PrivacyPolicy.cfm.

Privacy Policy

These Terms of Use expressly incorporate the provisions of our Privacy Policy, which can be found at https://www.sheenhealth.com/Views/Site/PrivacyPolicy.cfm. Our Privacy Policy discloses our practices regarding the collection and use of your personal information.

Eligibility

By using Sheen Health you acknowledge that you are at least 18 years of age, and agree that you have read our Terms of Use and Privacy Policy, and will be bound by the provisions outlined in this document.

Modifications

We reserve the right to update or change these Terms of Use at any time and for any reason. However, if we make material changes, we will notify users by either sending an email, posting a notice on the site, or by similar means. By continuing to access or use the service after we have posted an update to the Terms of Use, you are indicating that you agree to be bound by the new terms. If updated terms are not acceptable to you, do not continue using this Service.

Account Registration

You may be required to register for the service. Sheen Health has the right to terminate your account and refuse any and all current or future use of the Service if any information you provided is untrue, inaccurate or incomplete.

Account Deactivation

If you accept these Terms of Use and register for Sheen Health, but later decide that you want to deactivate your account, please contact Customer Support at 1 (860) 249-6244. Customer support will verify your identity and complete your request.

Not Professional Advice

The contents of the Sheen Health Web service is not a substitute for professional legal, medical, healthcare, tax or financial advice. The Service is intended only to assist you in the decision-making relating to your healthcare coverage and payment options. Your personal situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Always promptly seek the advice from your healthcare provider, health plan, advisor, broker or others who are fully aware of your individual circumstances.

Educational Resources: Sheen Health may make available informational services that provide general health and financial information. These communications and resources are for general educational and informational purposes only, and should not be relied upon as a substitute for patient-specific medical diagnosis and treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Sheen Health. Such information is not a substitute for seeing an appropriate healthcare professional for medical treatment. Sheen Health makes no warranty as to the content of these materials or the information contained therein.

Rights You Grant to Us

You may permit Sheen Health to retrieve your or your minor dependents’ information maintained online by third party administrators of your health plans or other third parties with which you engage in healthcare transactions (“Account Information”). We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites. Sheen Health cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Sheen Health cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Sheen Health may use and store the content, but only to provide the Service. By using the Service, you expressly authorize Sheen Health to access your Account Information maintained by identified third parties, on your behalf as your agent.

Agent

By agreeing to these Terms of Use, you hereby appoint Sheen Health as your agent and designee for purposes of exercising your right to access your protected health information (“PHI”) in accordance with the Health Insurance Portability and Accountability Act, and regulations issued thereunder (collectively, “HIPAA”). Sheen Health will act as your agent for the sole purpose of obtaining PHI contained in your designated record set (as that term is defined under HIPAA) to provide the Service. You agree that Sheen Health, as your agent, shall request that your PHI be provided in electronic format with the data fields and frequency that Sheen Health deems necessary to provide the Service. Your appointment of Sheen Health as your agent pursuant to this paragraph shall continue until you terminate the Service.

User Reviews

With respect to any user review that you choose to submit to the Service, you grant Sheen Health a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, delete, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform information contained in such a user review for any purpose whatsoever throughout the world in any media, now known or hereafter devised. In addition, you further agree that Sheen Health retains the absolute right and sole discretion to publish, post, display, remove, screen, edit, or reinstate your review without notice to you.

Feedback

Sheen Health welcomes and encourages you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at feedback@sheenhealth.com. Any feedback you provide will become the confidential and proprietary information of Sheen Health, and you agree that Sheen Health may use in any manner and without limitation all comments, suggestions, complaints, reviews and other feedback you provide relating to the Service. This includes, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Sheen Health’s request and expense, you will execute documents and take such further acts as Sheen Health may reasonably request to assist Sheen Health to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Disclaimers

THE SITE, SERVICES AND CONTENT ARE PROVIDED BY SHEEN HEALTH (AND ITS LICENSORS AND SUPPLIERS) “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHEEN HEALTH MAKES NO WARRANTY THAT THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. SHEEN HEALTH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR CONTENT OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

ANY INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHEEN HEALTH OR THROUGH THE SITE, SERVICES OR CONTENT, IS NOT INTENDED TO PROVIDE LEGAL, HEALTH OR FINANCIAL ADVICE AND WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION STORED ON OR ACCESSIBLE VIA THE SITE AND SERVICE IS STORED AND ACCESSIBLE AT YOUR OWN DISCRETION AND RISK AND THAT SHEEN HEALTH WILL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO THE HEALTHCARE AND FINANCIAL INFORMATION OR ACCESS INFORMATION AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Third Parties

The Site may contain links to third party offerings or resources. You acknowledge and agree that Sheen Health is not responsible or liable for: (i) the availability or accuracy of third party offerings or resources or advertisements; or (ii) the content, products, or services available from such offerings or resources or advertisements. Links to such offerings or resources do not imply any endorsement by Sheen Health of such offerings or resources or the content, products, or services available from such Web sites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such offerings or services.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. IN NO EVENT SHALL SHEEN HEALTH, NOR ANY OF ITS AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (i) ACTUAL FEES PAID BY YOU, OR (ii) $100. IN NO EVENT SHALL SHEEN HEALTH OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SHEEN HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT IS SHEEN HEALTH LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY’S ACTS OR OMISSIONS.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold Sheen Health, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

Ownership/Intellectual Property

The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. This includes all text, art, graphics, logos, button icons, images, pictures, audio and video clips, and software. Sheen Health and its licensors exclusively own all rights, title and interest in the Site, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Content.

Content License

Subject to your compliance with the terms and conditions of these Terms of Use, Sheen Health grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view and print any Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sheen Health or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

Governing Law

These Terms of Use are governed by Connecticut law for all purposes, including website use and product purchases, without giving effect to any principles of conflicts of laws. You hereby consent to the jurisdiction and venue of the courts in Connecticut.

International Law

Sheen Health is based in the State of Connecticut in the United States of America. Sheen Health makes no claims that the Content of the Service is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Third-Party Rights

The indemnification provisions set forth above are for the benefit of Sheen Health, its Affiliates, its customers, and its third party providers of data, software and content. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

General Prohibitions

You agree not to do any of the following:

Post, publish, submit or transmit any text, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;

Use, display, mirror or frame the Site, or any individual element within the Site, Sheen Health’s name, any Sheen Health trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Sheen Health’s express written consent; Access, tamper with, or use non-public areas of the Site, Sheen Health’s computer systems, or the technical delivery systems of Sheen Health’s providers; Attempt to probe, scan, or test the vulnerability of any Sheen Health system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Sheen Health or any of Sheen Health’s providers or any other third party (including another user) to protect the Site, Services or Content; Attempt to access or search the Site, Services or Content or download Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Sheen Health or other generally available third party Web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing an Sheen Health trademark, logo URL or product name without Sheen Health’s express written consent; Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing. Sheen Health will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Sheen Health may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Sheen Health has no obligation to monitor your access to or use of the Site, Services or Content, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Sheen Health reserves the right, at any time and without prior notice, to remove or disable access to any Content, including any Member Content, that Sheen Health, at its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Site or Services.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Sheen Health’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Sheen Health may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Dispute Resolution

You and Sheen Health agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Services or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Sheen Health are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Sheen Health otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Connecticut and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Sheen Health and you regarding the Site, Services and Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Sheen Health and you regarding the Site, Services and Content.

General

Our failure to exercise or enforce any right or provision does not constitute a waiver of such right or provision. No waiver of any provision shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. Questions or comments regarding this Site should be directed by email to support@sheenhealth.com or via U.S. mail to Sheen Health, Inc. at 4 Kelso Way, Unionville, CT 06085.