This Agreement creates a contract by and between 1819, LLC d/b/a Quil Health (“Quil“) and the person (“you,” “yourself,” or “your“) and applies to all Quil’s websites, applications, and services (collectively “Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE (ALSO REFERRED TO THROUGHOUT AS “TERMS OF USE” “TERMS” AND/OR “AGREEMENT”) CONTAIN A WAIVER OF CLASS ACTION RIGHTS AND A WAIVER OF A JURY TRIAL AND ARBITRATION PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. YOU SHOULD REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ACCESSING OR USING THE QUIL SERVICES.

BY USING QUIL’S SERVICES, YOU ARE DEEMED TO HAVE AGREED TO THESE TERMS OF USE AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT TO MODIFY THIS AGREEMENT AND THE PRIVACY POLICY AT ANY TIME. YOU SHOULD CHECK PERIODICALLY FOR CHANGES. BY USING QUIL’S SERVICES AFTER WE POST ANY CHANGES TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU AGREE TO ACCEPT THOSE CHANGES, WHETHER OR NOT YOU HAVE REVIEWED THEM. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE QUIL’S SERVICES.

QUIL’S SERVICES ARE CURRENTLY AVAILABLE ONLY TO CLIENTS AND INDIVIDUALS WHO ARE RESIDENTS OF THE UNITED STATES.

  1. Services Generally
  2. Your Responsibilities and Assumption of Risk
  3. Description of Quil Services
  4. Limitations of Use
  5. Age Restrictions
  6. Responsibility for Security of Devices
  7. Ownership of Services
  8. DMCA/Copyright
  9. Copyright
  10. Trademarks
  11. Termination
  12. Disclaimer
  13. Limitation of Liability
  14. Indemnity
  15. Dispute Resolution, Mandatory Binding Arbitration
  16. Governing Law and Jurisdiction
  17. Notices
  18. Miscellaneous
  19. Acceptance of Terms; Electronic Signature

1. SERVICES GENERALLY.

a. Important Note About Use of Services. IF YOU ARE EXPERIENCING AN EMERGENCY, YOU SHOULD NOT RELY ON ANY INFORMATION AVAILABLE THROUGH QUIL’S SERVICES AND SHOULD SEEK APPROPRIATE EMERGENCY ASSISTANCE, SUCH AS CALLING “911”. 

THE INFORMATION AND CONTENT (“CONTENT”) AVAILABLE THROUGH QUIL’S SERVICES ARE INTENDED TO BE A GENERAL INFORMATIONAL RESOURCE ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR TREATMENT FROM APPROPRIATE MEDICAL OR OTHER PROFESSIONAL. THE CONTENT AND/OR SERVICES DO NOT IN ANY WAY CREATE A CONFIDENTIAL, FIDUCIARY, PROFESSIONAL, OR ANY OTHER SPECIAL RELATIONSHIP THAT WOULD GIVE RISE TO ANY DUTIES ON QUIL’S PART.

AS THE USER OF THE SERVICES, YOU ASSUME FULL RISK FOR ANY AND ALL USE OF THE SERVICES, BY YOU OR BY ANYONE ACCESSING THE SERVICES OR THE CONTENT, THROUGH YOU. YOU AGREE TO HOLD QUIL, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBCONTRACTORS, AND ATTORNEYS HARMLESS FROM ANY CLAIMS RELATING TO YOUR USE OF, OR ERRORS IN INFORMATION FOUND ON THE SERVICES OR IN THE CONTENT IN EXCHANGE FOR YOUR USE OF THE SERVICES.

b. License. We grant you a personal, non-exclusive, revocable, non-transferable limited license to access the Quil Services, provided however that this license does not provide you the license to use any software code, trademarks, or copyrighted materials on the Quil Services. The Services (and the Content thereon) may not be distributed, modified, reproduced, reverse engineered, or transmitted in whole or in part without our written permission, except you may make a limited number of copies of the Content for your own personal, noncommercial use. You may not sell, rent, lease, lend, or transfer any of the Services and you may not assign or sublicense this license. The following additional terms apply to your access to or use of the Application through any device (such as tablets, mobile phones, TVs, etc.) Quil grants you a limited, non-exclusive, revocable, non-transferrable license to download, install, and use the Applications solely for your personal, non-commercial use on a device owned or controlled by you and only in accordance with these Terms. You acknowledge that Quil may issue an upgraded version of the Application and may automatically upgrade the Application that you are using. You consent to such automatic upgrading and agree that these Terms shall govern all such upgrades. You agree to comply with all applicable terms, conditions, and agreements between you and any third party that facilitates or enables your use of the Applications, and you acknowledge and agree that any charges to you by those third parties in connection with the services they provide to you (such as data plan charges), will be solely your responsibility.

2. YOUR RESPONSIBILITIES AND ASSUMPTION OF RISK. You understand and agree that you are not required to use Quil’s Services. Quil’s Services should not be taken as complete, accurate, up-to-date, conclusive, or suitable for your needs. You understand and agree that if you choose to use and/or rely on any of Quil’s Services, you alone assume any and all risk. You are solely responsible for determining the suitability, accuracy, appropriateness, and/or applicability to your particular situation of any information available through the Services.

3. DESCRIPTION OF QUIL’S SERVICES.

These Terms of Use apply to your use of all Quil’s Services for which you are eligible.

a. Not Medical Service; Not an Insurance Company. Quil is not a medical service provider. Neither the Application, the Services as a whole, nor any hardware, software, technology, or related services provided by Quil are intended to treat any illness, disease, or other adverse medical condition and should not be considered the practice of medicine and are not the documentation of medical advice of any kind. Quil is not an insurer. Quil is not engaged in the business of insurance, and neither this Agreement nor any incorporated terms or conditions are or shall be deemed a contract for insurance.

b. Quil Content. The Content available through the Services is owned by Quil or a Sponsoring Organization (as defined below). You understand and agree that Quil Content is made available through the Services for informational purposes only and is not a recommendation or advice upon which you must rely.

c. Sponsoring Organization; Sponsoring Organization Content. For purposes of this Agreement a Sponsoring Organization is any entity such as an employer, member organization, hospital, physician’s office, health care provider, university, or health plan that is sponsoring the Quil Services or is paying for access to the Services on your behalf. Sponsoring Organizations are independent third-party entities and are not affiliates (except potentially in the case of a Sponsoring Organization that shares common ownership with Quil), partners, representatives, employees, subsidiaries, agents, or subcontractors of Quil. Quil shall have no obligations for the selection of or monitoring of the performance of any Sponsoring Organization. Quil does not make any express or implied warranty of any kind with respect to any Sponsoring Organization or services performed or to be performed by the Sponsoring Organization or their employees. You expressly assume any and all risk and liability resulting from acts or omissions of any Sponsoring Organization and/or their employees. Any of the content available through the services that is not Quil Content has been provided to Quil by the Sponsoring Organization. In no event will Quil or any of its officers, directors, employees, consultants, attorneys, or subcontractors be liable for any direct, special, indirect, consequential or incidental damages whatsoever arising out of or in connection with your use of the Sponsoring Organization content. Any complaints or issues regarding any Sponsoring Organization services or their content must be directed to the Sponsoring Organization, not Quil.

d. End User Information: You represent that you have properly identified yourself by entering your own name, email address, and other personal identifiers (like date of birth, address, and cell and other phone numbers) when registering for the Service, or you have authorized a personal representative (a family member, for example) to enter this information on your behalf. You or your authorized representative may volunteer this or any additional information while using the Service (such as a date of surgery or a type of medical procedure involved in the surgery), including comments, suggestions, error reports, or support inquiries (collectively with personal identifiers, “End-user Content”). When you do so, you grant us a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual, irrevocable, fully paid-up right and license to use, copy, distribute, reproduce, and create derivative works of your End-user Content as we deem reasonably necessary to provide you with the Services or as required by your Sponsoring Organization. You also represent and warrant to us that: (i) the End-user Content you provide is accurate, complete and timely; (ii) you have all rights necessary to provide us the End-User content; (iii) the End-user Content will not infringe or otherwise violate any laws, regulations, or third-party rights; (iv) the End-User Content will not damage or cause harm to our systems or networks, the systems or networks of our business partners, other users of our services or any other third party; and (v) use the End-User Content as necessary to provide you the Services, including but not limited to granting us the right to provide the End-user content to your Sponsoring Organization. Our use of End-User Content as set forth in Section (v) above is subject to the terms of our Privacy Policy.

e. Quil Forums. A Quil “forum” means any interactive venue appearing on any of the Quil Services. You may not post on any forum any material that is libelous, defamatory, obscene, abusive, discriminatory, harassing, invades a person’s privacy, violates any intellectual property rights, or that would otherwise violate any law. You may not use any forum in a commercial manner. You may not post material that solicits funds, or that advertises or solicits goods or services. You may not post material known to be false. You may not post or transmit any information, software or other material that contains a virus or other harmful component. You acknowledge that you have no expectation of privacy with regard to any content you post or submit, unless it is End-User Content subject to privacy obligations. If you do post non-private content or submit material, you grant Quil a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such non-public content throughout the world in any media, at its discretion. You represent and warrant that you own or otherwise control all of the rights to the non-private content that you post; that the content is accurate; that use of the content does not violate these Terms and or the intellectual property rights of any third party. Quil reserves the right to remove any material posted at any time in our sole discretion, but you understand that we may preserve and access a backup-copy and may use a back-up copy if required by law or in the best interests of Quil. You will indemnify Quil in connection with your breach of the terms of this paragraph.

f. Member Communications. In connection with your registration to use the Quil Services, you are agreeing that Quil can periodically send you emails, newsletters, and other communications regarding Quil’s Services. Should you not desire to receive any email, newsletters, or other communications from Quil, you may “opt-out” by emailing help@quilhealth.com to unsubscribe. In the future, we may send you text messages that relate to the Services. In order to receive text messages, you must consent to receive such messages in accordance with applicable law and you must provide us with a valid cell phone number. You will have the ability to stop getting text messages from us by replying to a text message with the word STOP. We will let you know if message and data rates may apply and provide a list of mobile phone networks that allow for text messaging services, as these services may not work on all mobile phone networks.

g. Support. You may request remote telephonic support in connection with access to the Services by sending an email to help@quilhealth.com.

4. LIMITATIONS OF USE. By using Quil’s Services, you acknowledge and agree that any activity on the Services is subject to monitoring by Quil at any time, and that Quil may use the results of such monitoring without limitation, subject to applicable law and applicable terms of our Privacy Policy. In connection with your use of the Quil Services, you agree that you will comply with all applicable laws and regulations while using the Services or the Content. You further agree that you will not under any circumstances:

  • use the Services or Content in any way not explicitly permitted by these Terms,
  • use the Services or Content in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive; or to harass, abuse, or harm another person or group;
  • use the Services for any fraudulent or unlawful purpose, or for the promotion of illegal activities;
  • copy, modify, or create derivative works from the Services or Content, except you may print a reasonable number of copies for your personal use, provided that you reproduce all proprietary copyright and trademark notices
  • remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary rights or notices marked on the Services;
  • use another user’s Quil password or account; misrepresent your identity or provide false information in connection with registration;
  • interfere or attempt to interfere with the proper functioning of the Services;
  • access or attempt to access any portion of the Services to which you have not been explicitly granted access;
  • engage in viral messaging, spamming, or sending of unsolicited advertisements, solicitations, or bulk communications, or distribute chain mail or harmful computer code, viruses, or malware in connection with the Services;
  • make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  • use manual or automated software, devices, scripts, robots, backdoors, or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or harvest or manipulate data;
  • introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
  • use the Content or Services for commercial purposes or in any manner that would compete with any Services or service of Quil;

Further, you acknowledge that only one user account is permitted per individual, and you agree that you will not create more than one user account for an individual user, including creation of one or more additional user accounts using alternate identification information. You are responsible for maintaining the confidentiality of any account authentication credentials used to access your user account. You may not share your account authentication credentials, if any, with anyone else or otherwise permit anyone other than yourself to access the Services using your user account unless specifically authorized by you in connection with providing care to You. Quil reserves the right to terminate or suspend your access to the Services if you share your user account, create more than one user account for an individual user, or share your account authentication credentials. Further, in order to protect the integrity of the Services, Quil reserves the right at any time in its sole discretion to block users and/or certain IP addresses from accessing the Services.

5. AGE RESTRICTIONS. You represent and warrant that you are at least 13 years of age, and that, if you are between 13 and the age of majority in your state and otherwise not emancipated, a parent and/or guardian agrees to these Terms of Use on your behalf.

6. RESPONSIBILITY FOR SECURITY OF DEVICES. You are responsible for the security of your information system(s), including its network and related computer equipment and peripherals (“Information System(s)”). In the event you are accessing the Application through a mobile device, you are solely responsible for the access and use of such mobile device and must keep your device access credentials secure at all times. You are encouraged to fully utilize all security features, including locking, within the mobile device. You agree that it is your responsibility to comply with all applicable laws, rules, or regulations and ensure adequate security of your Information System(s).

7. OWNERSHIP OF THE SERVICES. You agree that the Services are owned by Quil, including any and all intellectual property in or related to the Services and any authorized or unauthorized enhancements, updates, upgrades, improvements, or other modifications or derivative works of the Services. The Services are protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. Quil reserves all rights in this regard. Unless otherwise specifically agreed to by Quil in writing, you will not (a) reproduce, modify, make derivative works of, reverse engineer, decompile, or disassemble the Services, (b) modify copyright or other proprietary rights notices of Quil or its licensors in or accompanying the Services, (c) make the Services available in any manner to any third party for use in the third party’s business operations, or (d) access or use (or permit third parties to access or use) the Services in order to build or support any Services or services competitive with the Services.

8. DMCA/COPYRIGHT.

a. DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that content or material on the Quil’s Services infringes a copyright owned by you, you (or your agent) may send Quil a notice requesting that the material be removed, or access to it blocked. This request should be sent to:

Company 1819, LLC d/b/a Quil Health

Attn: DMCA Registered Agent

Address: 1900 Market Street, 6th Floor, Philadelphia, PA 19103

Email: privacy@quilhealth.com

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent to the address above.

9. COPYRIGHT. All web site design, text, graphics, the selection and arrangement thereof, Copyright © 2019-2020, 1819 LLC, d/b/a Quil Health. ALL RIGHTS RESERVED. The Services are protected by copyright and trademark laws and are the property of Quil and any other copyright owners. Any other use of the Services for purposes other than those as noted in these Terms is strictly prohibited.

10. TRADEMARKS. All trademarks, service marks, trade names, logos, domain names, URLs and icons (“Marks”) of Quil appearing on the Services, registered or not, are the property of Quil. Nothing grants you any right or license to use any of the Marks without the express written permission of Quil. Unauthorized use may violate trademark and other laws.

11. TERMINATION. We may cancel, suspend, or block your use of the Services at any time, without cause and/or without notice. Your right to access the Quil Services shall terminate if you are no longer eligible for Quil’s Services. You understand that Quil may in its sole discretion terminate your ability to use the Quil Services, including but not limited to, if you are registered with an invalid email address, if you violate these Terms of Use or the Quil Privacy Policy, or act in a manner which in Quil’s reasonable discretion may harm Quil or others. If we terminate your right to access the Services, we have no obligation to notify you of the reason, if any, for your termination. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS. Upon any termination of your rights hereunder, for any reason, you will immediately uninstall or delete the Applications and cease any further use of the Services.

12. DISCLAIMER. QUIL IS PROVIDING THE QUIL SERVICES AND CONTENT ON AN “AS IS” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE QUIL SERVICES OR CONTENT. QUIL DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT. IN ADDITION, QUIL DOES NOT REPRESENT OR WARRANT THAT THE QUIL SERVICES OR CONTENT ARE ACCURATE, WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, OR CURRENT OR WARRANT THAT YOUR USE OF THE CONTENT OR SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, OR WILL MEET YOUR REQUIREMENTS. QUIL ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SERVICES OR CONTENT. REFERENCES TO THIRD PARTY ENTITIES AND THEIR SERVICES ARE ALSO PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THIRD-PARTY SERVICES AND SERVICES ARE USED AT YOUR OWN RISK.

13. LIMITATION OF LIABILITY. QUIL’S CONTENT AND SERVICES ARE USED AT YOUR OWN RISK. QUIL WILL NOT BE LIABLE FOR ANY HARM TO YOU OR OTHERS RESULTING FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH, OR EMOTIONAL DISTRESS OR ANY HARM CAUSED BY ANY SPONSORING ORGANIZATION. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL QUIL OR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, SUBCONTRACTORS, VENDORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PUNITIVE, COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

To the maximum extent permitted by applicable law, the maximum liability of Quil to you with respect to your use of the Services shall be limited to $10.00.

14. INDEMNITY. You agree to indemnify and hold Quil, its shareholders, directors, officers, employees, affiliates, subcontractors, insurers, and attorneys harmless from and against any and all claims, actions, or demands brought against us alleging: (i) that your use of the Quil Content or Services: (a) infringed or misappropriated any intellectual property rights of anyone; (b) defamed, libeled, slandered anyone or was obscene, pornographic, or violated a third party’s rights of privacy or publicity; (c) is deemed to be spam, or to constitute offensive, harassing, or illegal conduct; (ii) your negligence or intentional misconduct; or (iii) your violation of applicable law. You also agree to indemnify and hold Quil, its shareholders, directors, officers, employees, affiliates, subcontractors, and attorneys harmless in connection with: (a) your use of the Quil Content and Services; (b) violation by you of these Terms of Use; (c) any liability to Quil or any third party which liability is caused by or otherwise results from your acts or omissions. The indemnifications set forth in this paragraph include all expenses and costs (including reasonable attorney’s fees) resulting from or arising out of the above claims. This limitation of liability does not apply where precluded by applicable law.

15. DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION.

Please read this Section carefully because it requires you to waive your right to a jury trial and arbitrate certain disputes and claims with Quil and limits the manner in which you can seek relief from us. As set forth in this Section, no class or representative actions or arbitrations are allowed.

Except for Quil’s right to seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Quil waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Services resolved in court. Instead, for any dispute that you have against Quil, you agree to first contact Quil and attempt to resolve the claim informally by sending a written notice of your claim (“Notice“) to Quil by email at help@quilhealth.com or by certified mail addressed to: 1900 Market Street, 6th Floor, Philadelphia, PA 19103. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Any notice of a claim that Quil provides to you will be similar in form to that described above. If you and Quil cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either Party may, as appropriate in accordance with this Section, submit the dispute to binding arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS“). All submitted disputes will be resolved through confidential binding arbitration held in Philadelphia, PA in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of JAMS, which are available on the JAMS website and incorporated herein by this reference. You either acknowledge and agree that you have read and understand the Rules or waive the opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason.

You and Quil agree that any dispute arising out of or related to this Agreement or the Services is personal to you and Quil and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative action or proceeding.

You and Quil agree that this Agreement affects interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action or proceeding, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual.

The arbitrator, Quil, and you will maintain the confidentiality of any proceedings, including, but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary.

Any claim arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim arose; otherwise, to the maximum extent permitted by applicable law, the claim is permanently barred, which means that neither you nor Quil will have the right to assert the claim.

If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section.

16. GOVERNING LAW AND JURISDICTION. These Terms, and all claims relating to or arising out of these Terms, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the Commonwealth of Pennsylvania, including Pennsylvania’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law.

17. NOTICES. Notices from one Party to the other shall be in writing and may be sent via email. You can notify Quil or send questions, complaints, or claims related to the Services to Quil by emailing help@quilhealth.com. Notices from Quil to you will be sent to the email address or mailing address provided by you as part of your user account.

18. MISCELLANEOUS. If any of these Terms of Use is found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining Terms of Use, and will not affect the validity and enforceability of the remaining provisions. This is the entire agreement between you and Quil relating to the subject matter it contains. This Agreement may be modified only by our posting of changes to these Terms of Use. We are not liable for any failure or delay in our performance due to any cause beyond our reasonable control, including the act or war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet.

19. ACCEPTANCE OF TERMS; ELECTRONIC SIGNATURES. My use of the Content and/or Services shall be deemed to be my unconditional acceptance of these Terms of Use. I understand that these Terms of Use may be changed without notice to me from time to time. I understand that my continued use of the Quil Services and Services after the posting of changes, will mean that I unconditionally accept the then current version of the Terms of Use. Your affirmative act of using the Services and/or the Services, or registering for membership, constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

Last Updated: March 19, 2020

Copyright © 2019 1819, LLC d/b/a Quil Health

PRIVACY POLICY

Welcome to this website or mobile application, a service of 1819 LLC (“we” “us” or “our”). This Privacy Policy explains how we collect and use data when you use this website or mobile application, or any other website, mobile application, or interactive features that link to this Privacy Policy. This Privacy Policy is incorporated into and made a part of the Terms of Use located at https://quilhealth.com/terms-of-use/ .

Privacy Policy Scope

This Privacy Policy describes the information we collect about you, how we use that information, and how we protect your privacy when you use our website(s), mobile application(s) or other interactive feature(s) (each, a “Service, and collectively, “Services”) that links to this Privacy Policy, including, but not limited to:

  • 1819 LLC or Quil-branded websites, including quilhealth.com
  • 1819 LLC or Quil-branded and mobile applications

We are not responsible for the privacy practices of any third-party Service Providers (such as health plans, health care providers, internet service providers or cloud service providers) or other third parties operating websites or applications. The inclusion of a link in any Services to the services provided by another party does not imply that we endorse or otherwise monitor the privacy practices of that linked third-party Service Provider.

Terms used in this Privacy Policy have the meanings set forth in the Definitions section found at the end of the policy.

Categories of Data We Collect When You Use Our Services

  • Non-Personally-Identifiable Information
    • Information that does not identify an individual and may include:
      • Anonymous Mobile App API request, Website HTTP requests, Device IDs, Public Web Browser Agent Data, Tracking Pixels, IP addresses and Cookies
      • Service Usage Data
      • De-identified Data
  • Personal Health Record Data includes information that you, your Employer and/or your Providers provide to the Service. PHR Data includes PIIPHI and may include information such as:
    • Your name and contact information, such as your address, phone number, or email address.
    • Your medical history, conditions, treatments, and medications.
    • Your healthcare claims, health plan account numbers, bills, and insurance information.
    • Your demographic information, such as your age, birth date, gender, ethnicity, and occupation.
    • Wellness information that you enter into the Service such as notes, fitness data, scheduling, height, and weight.
    • Specific Device IDs, IP addresses, Geolocation data and Cookies that are aggregated together and linked to your account.

How We Collect and Use Non-Personally Identifiable Information from Visitors

If you have not registered for a Service account, then we treat you as a Visitor to our websites. When you visit or interact with our Services as a Visitor, we collect data from you through a number of different automated technologies such as Anonymous Website HTTP requests, Public Web Browser Agent Data, Tracking Pixels, IP addresses, and Cookies. We utilize Google Analytics, Firebase and Tag Manager to help collect this information, please see “How Google uses data when you use our partners’ sites or apps” for more details.

We use this information to track traffic on our websites; we do not track specific visitors over time and across third-party websites for targeted advertising; therefore, we do not respond to Do Not Track (DNT) signals.

After you have registered for an account, we no longer treat you as a Visitor but a PHR User of our Services.

How We Collect Personally Identifiable Information Prior to Your Registration.

Before you register for a Service account, we may collect your information in two ways: (1) if you contact us through the Internet and provide us with your contact information (e.g., name, mailing address, email address and other information); (2) We may obtain your contact information and other information from your Employer or a Healthcare Provider with which we partner. In either case, we will use such information for the sole purpose of informing you about our Services and inviting you to register or providing Services to you.

How We Collect Personally Identifiable Information from PHR Users

We collect Personally Identifiable Information when you voluntarily register as a PHR User of our Services. To use the Services, you must complete the registration process, which includes accepting our Terms of Use located at https://quilhealth.com/terms-of-use/. As part of the registration process, you may be asked to provide certain information, such as your name, mailing address, cell phone number and email address; you will also have the opportunity to provide additional information to us, such as information regarding your health plan and wellness information. We also may collect Personally Identifiable Information and Non-Personally-Identifiable Informationfrom your Employer or Healthcare Provider(s) with whom we have we established agreements. When you visit or interact with our Services as a PHR User, we collect data from you through a number of different automated technologies such as Mobile App interactions, Website HTTP requests, Public Web Browser Agent Data, Tracking Pixels, IP addresses and Cookies. We consider all of this information PHR Data.

We do De-identify PHR Data, which is the process where personal identifiers are removed from an individual’s dataset and do not allow someone to determine a person’s identity. De-identified Data is no longer considered PIIPHI, or PHR Data; it is considered Non-Personally-Identifiable Information.

How We Use the Data We Collect

We use Personally Identifiable Information and Non-Personally-Identifiable Information so that we can:

  • Verify your identity and authenticate access to your account.
  • Provide you with our Services.
  • Personalize the wellness management of our Services.
  • Provide you with customer service and technical support for our Services.
  • Evaluate and improve our Services and analyze trends.
  • Notify you of new Service features or new Services that we provide.
  • Notify you of other services or benefits available to you.
  • Take action that helps us to maintain the security of our Services, the privacy of your PHR Data, obey laws, and help prevent fraud and abuse.
  • Update any software that we provide in conjunction with our Services.
  • Take actions to enforce our agreements and policies.

How We Share and Disclose Information With Others

Our policies for sharing and disclosing your data with others depends on whether you have registered with our Services or not.

  • Third-Party Service Providers. We consider all PHR Data we collect from our Services to be confidential. We use third-party service providers to assist us in delivering our Services to you, including cloud hosting, technical integration, analytics, customer service, and fraud protection services. We may share PHR Data we collect about you with these third parties to the extent necessary for them to provide these services. These companies are acting on our behalf and are required by our Business Associate Agreements, to keep this information confidential and are only authorized to use it for specific purposes.
  • Your Employer. We will share De-Identified Data with your employer. We also may share PHR Data with your Employer as allowable by law.
  • Your Health Plans and Health Care Providers. We will share De-Identified Data with your health plans or Health Care Providers. We also may share PHR Data with your health plan and/or Health Care Provider(s) as allowable by law and/or with whom we have established Business Associate Agreements.
  • Your Authorized Representatives. Our Services may give PHR Users the option of designating one or more individuals or organizations to access their PHR Datathrough the Services. In these cases, we will first request your consent and contact information that we can use to verify the identity of these individuals or organizations. You should only authorize this access to individuals or organizations with whom you have a trusted relationship, as we cannot control these individuals or organizations’ use of your PHR Data or the access credentials that we issue to them with your consent.
  • Legal Authorities. We may be required by law or legal process to disclose PHR Data to our lawyers, to third parties in connection with litigation, or to law enforcement personnel. We will disclose your PHR Data in compliance with applicable laws. We may provide this information without your consent and without notice to you when we are required to do so in order to comply with a valid legal process such as a subpoena, court order, or search warrant.
  • Business Transfers. If we enter into a merger, acquisition, or sale of all or part of our assets, your PHR Data may be included in the transferred assets. In such an event, so long as we have the means to contact and are required to do so, we will provide you with notice of such a transaction.
  • We do not sell your PHR Data to Data Brokers, Marketing Groups, Advertising Networks, or Analytics Firms.

Communications with You

Before you register for a Service account, we may use the contact information provided by your Employer or Healthcare Provider to inform you about our Services and inviting you to register. To the extent that your Employer or Healthcare Provider provides us your contact information, or as otherwise allowable by law, Quil may contact you via email or SMS for Service registration. If you do not wish to receive any notifications from us, you may click “Unsubscribe” on any emails and reply back with “STOP” to any SMS messages. You may also contact us by email at privacy@quilhealth.com and request that we STOP text messages or “Unsubscribe” you from emails. Data rates may apply to SMS messages.

For your convenience, emails and SMS messages may, and in accordance with applicable law, be sent to you in connection with our Services like for appointment reminders, wellness notifications, and more; these messages may contain your PHR Data. Emails and SMS messages that may contain your PHR Data and you understand and accept the risk of using these unsecured communications. We are not responsible for the security and privacy practices of your email provider or cellular carrier. You may choose to change your communication preferences at any time when logged into the Service application and/or website.

What You Can Do With Your Information

If you are a PHR User, you can contact us at privacy@quilhealth.com regarding how your PHR Data is handled, such as data correction, deletion, and export requests. We will respond to your privacy requests within 30 days or such other time period as required by applicable law.

Retention of Your PHR Data

We will retain your PHR Data for as long as your account is active or as needed to provide you with Services, or comply with our legal and contractual obligations, resolve disputes, and enforce our agreements with you.

Security Safeguards

We have implemented technical, administrative, and physical security measures based on generally accepted industry standards that are designed to protect PHR data from unauthorized access, disclosure, use, and modification. We regularly review our security practices to consider appropriate new technology and methods. We enter into agreements with our third-party Service Providers that require them to adhere to privacy and security standards that are no less stringent than our own for the services that we delegate to them.

Children

Our Services that link to this Privacy Policy are not directed toward children under 13 years of age, and we do not knowingly collect or use information from children under 13 through services linked to this privacy policy. Any information submitted to services regarding a minor under the age of 13 must be submitted by the minor’s legal guardian.

Users Outside of the United States

Our Services that link to this Privacy Policy are only intended to be utilized by users located within the United States. If you are not located within the United States, please do not utilize our services.

Ways in Which You Can Further Protect PHR Data

  • Never share your username and password information with anyone.
  • Do not reuse passwords between your Quil service account and other accounts you own.
  • Immediately change your password if you believe any unauthorized access to your Quil service account has occurred.
  • Log out of your service account when you’ve completed the actions for which you logged in.
  • Install appropriate security products, such as firewalls, anti-virus and anti-spyware software, and wireless network security products on the computers from which you access your service account.
  • Make sure that you read and understand the privacy policies of your Employer or Health Care Provider(s).
  • If you choose to opt-in to using communication convenience features that may send PHR Data to you via email and/or SMS, be sure to protect your email account and phone with robust passwords and multi-factor authentication.

Notification in the Event of Improper Disclosure of PHR Data

In the event that identifiable data is improperly disclosed, Quil will contact affected individuals via reasonable means such as email in accordance with applicable state and federal laws.

Notice to California Residents

Quil uses the data you provide as set forth above. As stated previously, we do not sell your information. If you are a resident of California and would like to make a formal request for data inventory/export/removal, please contact us using the contact information set forth in this Privacy Policy. If you are a California resident, you may have certain additional rights. Visit the California Legislative Website for more information regarding your rights under the California Consumer Privacy Act of 2018. California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your personal information to third parties for direct marketing purposes. California Business and Professions Code Section 22581 permits registered users who are minors to request and obtain deletion of certain posted content.

Changes to this Privacy Policy

We reserve the right to change this Privacy Policy. When we change it, we will make a copy of it available to you by posting it on our website and including a link to it in our mobile applications. If we make material changes to this Privacy Policy that will result in a new use, disclosure, or permission of access to your personal data that we previously collected and stored, we will obtain any consent to the extent required by law. You understand and agree that if you use this website or mobile application after the effective date of the updated Privacy Policy, we consider your use as acceptance of it.

Privacy Policy Questions and Exercising Your Data Privacy Rights

If you have any questions regarding this Privacy Policy or requests about the use, disclosure, inventory, export, removal or handling of your information, you may contact us at 1-215-259-8663 or privacy@quilhealth.com or via mail to: Quil, 1900 Market Street, Suite 601, Philadelphia, PA 19103

Privacy Policy Effective Date: 10/29/2018

Privacy Policy Last Updated Date: 3/24/2020

Acceptance Of Terms

By using any of Quil websites or applications, you signify your acceptance of our Privacy Policy. If you do not agree to this policy, please do not use our websites or applications. Your continued use of the sites and applications following the posting of changes to these terms will mean that you accept those changes.

Definitions:

  • Authorized Representative: An Authorized Representative is someone you authorize to access your PHR Data on your behalf.
  • Business Associate Agreement: A Business Associate Agreement (BAA) is a HIPAA required contract between a covered entity, such as a Healthcare Provider, and business associate, such as a company that maintains, stores and/or transmits PHI on behalf of that covered entity.
  • Cookie: A cookie is an element of data that we can send to your web browser to track your usage patterns as you visit browse the internet.
  • De-identified Data: De-identified data is data in which personal identifiers are removed.
  • Device ID: A unique alpha-numeric device identifier.
  • Employer: Collectively the entity that employs you, or other organization with which you are affiliated through which you have access to Quil’s services.
  • Healthcare Provider: A healthcare provider, healthcare practice, or hospital that you authorize to provide information to your Quil service account.
  • Non-Personally-Identifiable Information: Information that does not identify an individual.
  • PHR: “PHR” means Personal Health Record.
  • PHR DataPersonal Health Record Data includes information that you and your Providers provide to the Quil Health platform. PHR Data includes PII and PHI.
  • PHR User: An individual who has registered themselves within the Service (Quil Health Platform).
  • PHI: “PHI” means Protected Health Information, which is defined as any information (PII) in a medical record that can be used to identify an individual, and that was created, used, or disclosed in the course of providing a health care service, such as a diagnosis or treatment
  • PII: “Personally Identifiable Information” is information that is unique to an individual, such as a name, address, e-mail address, telephone number, and more.
  • Visitor / Non-PHR User: An individual who has not registered themselves within the Service (Quil Health Platform).
  • Service Providers: A service provider is an entity that is hired to perform certain functions for and operate under the direction and control of Quil.

Last Updated: August 7, 2020

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