Reperio Health and Amazon One Medical Redefine the Front Door to Primary Care | Click here to read the press release
Reperio Health and Amazon One Medical Redefine the Front Door to Primary Care | Click here to read the press release
Reperio Health, Inc.
ReperioCare Customer
TERMS AND CONDITIONS
These Terms and Conditions apply to all Order Forms entered into between Reperio Health, Inc. and Customer.
These Terms and Conditions (“Terms”) are entered into between Reperio Health, Inc. (“Reperio”) and the customer identified in the applicable Order Form (“Customer”). These Terms are incorporated by reference into each Order Form and govern the relationship between the parties. Capitalized terms not defined herein have the meanings given in the applicable Order Form.
“Order Form” means the executed order form between Customer and Reperio that references these Terms.
“Services” means the preventive health screening services, enrollment communications, and data reporting described in an Order Form.
“End User” means an eligible employee or dependent of Customer who accesses the Services.
“End User Data” means any data, including personal health information, collected from or about End Users in connection with the Services.
“Results” means health screening data and outputs generated through the Services.
“Confidential Information” has the meaning set forth in Section 4.
Reperio agrees to provide Services as specified in the applicable Order Form, and in accordance with the following documents, each of which is incorporated herein:
– Terms of Service: reperiohealth.com/terms-of-service
– End User Agreement: reperiohealth.com/end-user-agreement
– Notice of Privacy Practices: reperiohealth.com/notice-of-privacy-practices
– Virtual Visit Agreement: reperiohealth.com/virtual-visit-agreement
Customer agrees to:
– Communicate to eligible employees and dependents about Reperio services.
– Provide necessary End User data to Reperio to facilitate the Services, including eligibility files/rosters in accordance with Exhibit B. Instructions for file transmission will be provided.
– Obtain any required consents for data sharing with Reperio and ensure compliance with all applicable laws in the collection and transmission of employee and covered dependent data to Reperio.
– Reasonably cooperate with Reperio in all matters relating to the Services.
– Respond promptly to any Reperio request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Reperio to perform Services.
– Appoint a Customer employee to serve as a primary contact with respect to this Agreement who will have the authority to act on behalf of Customer.
Reperio agrees to:
– Provide Services as described in the applicable Order Form and incorporated documents.
– Maintain compliance with HIPAA and applicable privacy standards. See our Privacy Policy and Security Policies for reference.
– Comply with all applicable laws in performing the Services.
– Appoint a Reperio employee to serve as a primary contact with respect to the applicable Order Form who will have the authority to act on behalf of Reperio.
“Confidential Information” includes all non-public information exchanged between the parties, including End User Data and Results. Each party agrees to: (i) use Confidential Information only for purposes of the applicable Order Form; (ii) restrict access to those who need it and are bound by similar confidentiality obligations; and (iii) return or destroy Confidential Information upon termination. Exclusions from confidentiality include information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was rightfully known before receipt; (c) becomes rightfully known from a third party without restriction; or (d) is required to be disclosed by law, provided prompt notice is given to the other party.
Reperio will protect all personal health information with industry-standard safeguards in compliance with HIPAA and applicable privacy laws.
Reperio may use aggregated, de-identified data for analytics, research, and service improvement, provided no individual can be identified. Customers may not redistribute Reperio’s data, insights, or intellectual property without prior written consent. These obligations survive termination for a period of three (3) years.
Biometric Information. Reperio collects biometric information including the health metrics specified in the applicable Order Form (including blood pressure, heart rate, body mass index, relative fat mass, cholesterol panel, and glucose measurements). The biometric information will be used solely for the purpose of providing the Services. Reperio will not sell, lease, trade, or otherwise profit from biometric information.
Reperio will obtain written consent from each End User before collecting biometric information in accordance with applicable state laws, including but not limited to the Illinois Biometric Information Privacy Act (BIPA).
Reperio will retain biometric information only for as long as necessary to provide the Services and will permanently destroy such information within ten (10) years after the End User’s last interaction with the Services.
Reperio will protect biometric information using the same or more protective measures as it uses for other confidential and sensitive information, and in no event less than reasonable industry standards.
Customer acknowledges that certain states have specific requirements for biometric information. Reperio will comply with all applicable state laws and will work with Customer to ensure appropriate notices and consents are provided to End Users in affected jurisdictions.
Either party may terminate an Order Form with 30 days’ written notice if the other party materially breaches that Order Form and fails to cure such breach within 30 days of receiving notice of the breach.
Upon termination, all services and data access will cease and Customer remains responsible for any unpaid fees incurred prior to the termination date.
All Reperio technology, software, data tools, and related materials (“Reperio IP”) remain Reperio’s exclusive property. Customer receives a limited, non-transferable license to use Reperio IP solely to access Services during the term of the applicable Order Form. Customer shall not: (i) copy, modify, or create derivative works of Reperio IP; (ii) reverse engineer or attempt to discover source code; (iii) use Reperio IP to create competing products; or (iv) share access with unauthorized third parties.
Customer retains ownership of its data but grants Reperio permission to use such data to provide the Services. Reperio may use anonymized, aggregated data for product improvements. All rights not expressly granted hereunder remain with Reperio.
Reperio will defend, indemnify, and hold Customer harmless against third-party claims alleging Reperio’s gross negligence in providing Services, provided Customer: (i) promptly notifies Reperio in writing; (ii) gives Reperio control of the defense and settlement; and (iii) provides reasonable assistance.
Customer will defend, indemnify, and hold Reperio harmless against third-party claims arising from: Customer’s use or misuse of End User Data, Results, or Customer’s breach of an Order Form, subject to the same notification and cooperation requirements.
This Section states the entire liability and obligation of each party regarding covered claims and the exclusive remedy for such claims.
Notwithstanding anything to the contrary, Reperio’s total liability for all claims arising from or related to an Order Form shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim. Neither party will be liable for any: (i) indirect, special, incidental, or consequential damages; (ii) loss of profits, business, or data; or (iii) costs of substitute services, even if informed of such possibility. These limitations apply to all causes of action in the aggregate, including breach of contract, warranty, negligence, strict liability, and other torts. These limitations are an essential part of the agreement between the parties.
Governing Law. These Terms and each Order Form are governed by Oregon law, without regard to its conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Multnomah County, Oregon.
Assignment. Neither party may assign these Terms or any Order Form without prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.
Notices. All notices must be in writing and delivered to the addresses provided (email to notices@reperiohealth.com for Reperio) with effect upon receipt.
Entire Agreement. These Terms, together with each applicable Order Form and its exhibits, constitute the complete understanding between the parties and supersede all prior agreements regarding its subject matter.
Order of Precedence. In the event of any conflict between these Terms and an Order Form, the Order Form will control solely with respect to the specific commercial terms set forth therein.
Survival. Sections concerning payment, confidentiality, intellectual property, indemnification, limitation of liability, and this section survive termination of any Order Form.
Severability. If any provision is found unenforceable, the remaining provisions will continue in full force and effect.
Counterparts. An Order Form may be executed in counterparts, including via electronic signatures, each of which shall be deemed an original and all of which together shall constitute one instrument.
Amendment. These Terms may be updated by Reperio from time to time. Reperio will provide Customer with reasonable notice of any material changes. Continued use of the Services following notice constitutes acceptance of the updated Terms.
