Sprite Health, Inc. (“Sprite Health,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our online services (the “Services”), which are made available to you through a variety of platforms, including, but not limited to, https://spritehealth.com/ (the “Website”) and our web and mobile apps (“App”, “Apps”), which is accessible through tablets, smart phones and other device. The website and apps include: the Spritehealth.com, Sprite Health member portal, provider portal, plan sponsor portal, mobile applications, and other digital services (collectively, the “Digital Platform”).
Your failure to comply with the Terms may result in the suspension or termination of your account and/or access to the Services, and may subject you to civil and criminal penalties.
No Medical Advice
The App and Services enable Users to input information about their experiences with pain, and receive suggestions on treatments, specialists, programs, and exercises based on those symptoms.
Sprite Health does not provide medical advice.
Digital Platform and Services are intended to connect you with third party health care professionals, such as chiropractors, occupational therapists, physical therapists (“Providers”), so that Providers can provide you digital care for pain management, which may include screening, assessment, education and exercise recommendations and follow-up. You acknowledge and agree that Sprite Health is independent from healthcare providers who will be providing digital services to you through the Digital Platform and is not responsible for such healthcare providers’ acts, omissions, or for any content of the communications made by them. Sprite Health does not engage in the practice of medicine, physical therapy, or provide any other health services. Sprite Health does not evaluate the need to seek medical attention, through the Digital Platform and the Services. You should not rely on anything contained in the Digital Platform, and you should consult a physician licensed in your state in all matters relating to your health. You hereby agree that you shall not make any health or medical related decision based in whole or in part on anything contained in the Service.
Unless otherwise expressed to you in writing, nothing in the Services is intended to create a physician-patient or physical therapist-patient relationship, or to replace the services of a licensed, trained, in-person physician, physical therapist, or other health professional or be a substitute for medical advice of a physician or trained health professional licensed in your state.
The contents of the Digital Platform and the Services, such as suggested treatments, providers, specialists, programs, education articles, exercise videos, graphics, images, services descriptions, instructions, and other material contained on the Digital Platform and the Services (“Content”) are for informational purposes only. The provision of such Content does not constitute a medical opinion, medical advice, or diagnosis or treatment of any particular condition. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of your Provider, physician or other qualified healthcare provider with any questions you may have regarding a medical condition. Please consult your doctor or other qualified health care provider if you have any questions about a medical condition, or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the Service.If you think you have a medical emergency, call your doctor or 911 immediately.
Reliance on any information or other Content available on or through the Services or otherwise provided by Sprite Health is solely at your own risk.
Description of Services
Through the Digital Platform, we offer a variety of Services, including but not limited to information about Providers and their practices (including but not limited to, their name, education, and expertise). The Services are also designed to connect you with Providers that provide services, including but not limited to musculoskeletal services. If you use the Services to connect with a Provider, then the Services may also provide images and videos of physical therapy and other exercises recommended by the Providers, a real-time monitoring and analysis tool that streamlines provider-user communications, and a Clinical Dashboard that allows Providers to track and monitor their User’s symptoms and progress.
We provide Visitors and Users with access to the Services as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available Content on the Website; and (ii) e-mail us.
Users. Login is required for all Users. Users can do all things that Visitors can do, and can: (i) create, access, manage, and update their accounts; (ii) Message our Care Concierge and Providers (iii) schedule a video chat consultation with their Providers; (iv) post comments, reviews, and feedback about their Provider and the physical therapy exercises (collectively, “User Generated Content”); and (v) access and use the Services.
Providers. Providers can do all things that Visitors can do, and can: (i) create, access, manage, and update their accounts; (ii) create a profile that describes their education, location of clinic(s), expertise and other information related to their practice or services; (iii) post exercises and other content through the Services (collectively, “Provider Generated Content”); and (iv) track and monitor User’s progress through the Provider Portal. Providers’ relationship with Sprite Health is governed by separate agreement between Provider and Sprite Health MSO. As noted above, Providers’ access to and usage of the Provider Portal is governed by the Provider Portal Agreement.
The following actions are expressly prohibited in relation to your user name and password used to obtain the Services: – Sharing, disclosing, permitting access to, or otherwise facilitating the use by any person of your user name and password or accessing, copying, or storing any part of the Service for non-personal use; – Using the user name and password to cache the Service in such a manner as to be accessible by persons who have not properly registered with Sprite Health; or – Using the user name and password to permit multiple persons access to the Service through a local or wide area network.
If you have forgotten your user name or password, the Service will use an email address previously provided by you to send your user name or temporary password. You understand that any other individuals using the same email address will be able to gain access to your Service account information, but only if they provide the correct answers to your security questions.
Your use of the Services and any Content accessed through the Services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. You must be at least 18 years old to register and use the Service, or you must be the legal guardian for someone under age 18 whose data is accessed through the Service. You may not interfere with or disrupt the proper operation of the Sprite Health Services.
If you use Sprite Health’s mobile apps to enter and maintain your personal information, you understand that you are responsible for safeguarding and securing your mobile device and the associated credentials (such as user identifiers and passwords). If you leave your mobile device unattended, or if it is lost or stolen, you understand that your personal information may be accessible to others. By providing your wireless phone number to Sprite Health, you expressly consent to Sprite Health calling you at this phone number – in person or through an automated system.
Use of Data
If you are a Provider, any data and information about your patients that you submit through the Provider Portal or that is otherwise made available to you through the Provider Portal (the “Patient Data”) is subject to the terms and conditions set forth in the Provider Agreement. Disclaimer
YOU SHOULD CONSULT YOUR PROVIDER OR DOCTOR BEFORE STARTING ANY EXERCISE AVAILABLE THROUGH THE PLATFORM. IF YOU FEEL ANY PAIN OR OTHER PHYSICAL SYMPTOMS WHEN YOU START YOUR EXERCISE, YOU SHOULD CONTACT YOUR PROVIDER OR DOCTOR IMMEDIATELY.
Please be advised that:
- It is ultimately your decision whether or not to use a Provider made available via the Services. We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any Provider Generated Content posted by Providers’ or User Generated Content posted by Users, including any Content contained in any exercises.
You need to be at least 13 years of age to use the Digital Platform and Services, and the minimum age required depends on your contract for use of the Digital Platform and Services (which may be a contract your employer or plan sponsor has entered into with Sprite Health). Please check the minimum age before using the Platform or Services and note that Sprite Health takes no responsibility for use of the Digital Platform and Services by anyone who is below the minimum allowed age. No one under 13 years of age may use the Digital Platform or Services.
If you are a User, you agree to pay all applicable fees made known to you during the appointment booking process (“Fees”).
We may use a third party payment vendor (“Third Party Payment Vendor”) to process your payment of the Fees. You warrant and represent that you are the valid owner or an authorized user, of the credit card or payment account that you provide to such Third Party Payment Vendor, and that all information you provide is accurate.
If Sprite Health’s third party payment processor is unable to successfully charge your credit card or payment account for fees due, we reserve the right to revoke or restrict access to your account, or terminate your account.
We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.
We retain all right, title and interest in and to the Digital Platform, the Apps, Services and all software and other technology relating to the Platform and the Services and all associated intellectual property rights. We grant to you, for your personal purposes only, a nonexclusive, limited and revocable right to access and use the Services during the term of this Agreement, so long as you comply with the terms of this Agreement. You agree not to use the Digital Platform and Services for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling any portion of the Services without Our prior written consent.
All materials available through the Digital Platform and Services may be accessed, downloaded, or printed for the user’s own personal, noncommercial purpose and solely within the scope allowable by this Agreement. No other use of these materials may be made without express written permission of Sprite Health.
Any unauthorized use of the words or images from the Digital Platform and Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. The Digital Platform and Services include material that is derived in whole or in part from materials that are copyrighted, including the format and layout of the Service. The copyrights are owned by Sprite Health, or for licensed content, the content providers.
If you violate any part of this Agreement, your permission to access and/or use the Digital Platform and Services automatically terminates and you must immediately destroy any copies you have made of the Content.
You may choose to allow a third-party service provider to retrieve, provide, modify or otherwise use health and other information in your account or otherwise share your information with the service provider. Once you enable a specific third-party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. Third-party service providers include both health care providers and other entities. It is your sole responsibility to review and approve each such third-party service before sharing your information through or otherwise accessing it. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. SPRITE HEALTH MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.
Links to Third Party Websites and Services
Sprite Health does not recommend or endorse any tests, physicians or other health care providers, products or procedures that may be referenced, discussed or advertised on the Digital Platform or Services.
The Digital Platform and Services may provide links to third-party websites, resources or services. You acknowledge and agree that Sprite Health is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date. Links to such websites, resources or services do not imply any endorsement by Sprite Health of such websites, resources or services or the content, products or services available on or through such websites, resources or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.
We will not be responsible or liable for any damage or harm resulting from your interactions with such websites or services, or the content, products or services available on or through such websites or services.
To the maximum extent not prohibited by applicable law, you agree to release, indemnify, and hold Sprite Health its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i)your access to or use of the Services, including any and all features, functionality, tools, content and promotions available on and through the Services, (ii) any interactions with any other person as a result of your use of the Services, (iii) your breach of the Terms or the documents incorporated therein, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (iv) your gross negligence or willful misconduct.
Obligation to Defend. You agree that, at Sprite Health’s option, you will conduct the defense of any such claim or action; provided that (i) Sprite Health may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Sprite Health (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.
No Implied Indemnity. No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.
No Warranties; Limitation of Liability
NONE OF SPRITE HEALTH, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SPRITE HEALTH PARTIES”) ENDORSE ANY CONTENT PROVIDED THROUGH THE PLATFORM AND THE SERVICES, ANY USER, PROVIDER, USER GENERATED CONTENT, PROVIDER GENERATED CONTENT AND/OR ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY ANY USER OR PROVIDER THROUGH THE PLATFORM AND THE SERVICES. YOU ACKNOWLEDGE THAT THE PLATFORM MERELY ACTS AS A VENUE THAT ALLOWS USERS TO COMMUNICATE WITH THEIR PROVIDERS. NONE OF THE SPRITE HEALTH PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN YOU AND YOUR PROVIDER OR FOR ANY RESULTS CAUSED BY USING THE PLATFORM AND THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS YOU MAY SUFFER.
THE CONTENT PROVIDED ON THE DIGITAL PLATFORM, THE SERVICES AND ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH THE DIGITAL PLATFORM AND THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU THINK YOU OR SOMEONE ELSE MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE EMERGENCY ROOM IMMEDIATELY.
YOU ACKNOWLEDGE AND AGREE THAT THE DIGITAL PLATFORM, AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL USER GENERATED CONTENT AND PROVIDER GENERATED CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NONE OF THE SPRITE HEALTH PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, OR QUALITY OF WORK OF THE PROVIDERS, ANY THIRD-PARTY CONTRIBUTORS, OR CONTENT THEY PROVIDE THROUGH THE PLATFORM AND THE SERVICES. NONE OF THE SPRITE HEALTH PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE ACCURACY AND COMPLETENESS OF THE CONTENT AS IT RELATES TO MEDICAL HISTORY OR MEDICAL RECORDS.
IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, INCLUDING ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS,WE SHALL NOT BE LIABLE FOR: (I) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (II) ANY LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION ACCESS AND USE THE SERVICES OR THE CONTENT, IN ALL CASES REGARDLESS OF LEGAL THEORY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE PLATFORM AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS, INCLUDING WITH RESPECT TO INFORMATION ABOUT THE PROVIDERS AND/OR THE PHYSICAL THERAPY EXERCISE. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE PLATFORM AND THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND THE SERVICES AT ANY TIME WITHOUT NOTICE.
WE MAY PROVIDE INFORMATION OBTAINED FROM THIRD PARTY CONTRIBUTORS AND LINKS TO THIRD PARTY WEBSITES FOR INFORMATIONAL PURPOSES ONLY. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY SUCH INFORMATION OR THIRD PARTY WEBSITES.
In the event of a dispute arising under or relating to this Agreement or the Services or any other products or services provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Sprite Health from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Sprite Health’s proprietary interests.
Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
This Agreement and the resolution of any and all disputes related to this Agreement shall be construed in accordance with the laws of the State of Delaware. Any dispute between Sprite Health and you related to this Agreement shall be resolved exclusively in and by the state and federal courts of the State of Delaware. The Service can be accessed from the United Stated and other countries worldwide. Since the laws of each state or country may differ, you agree that the statutes and laws of the State of Delaware, without regard to any principles of conflicts of law, will apply to any and all matters relating to the use of the Service.
Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Digital Platform and/or the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Digital Platform and/or the Services at any time without prior notice or liability.
General Legal Terms
Digital Millennium Copyright Act
Sprite Health respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:Sprite Health, Inc.108 Wild Basin Rd S
Austin, TX 78746
If you believe that your work has been copied on the Digital Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including: (i) a description of the copyrighted work that has been infringed and the specific location on the Digital Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “Provider Warranties,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.