Terms of Service

Updated 9/1/2020

These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications and other online services (collectively, the “Services”) provided by Reperio Health, Inc.  (“Reperio” or “we”). By clicking [“I Accept”] or by using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17. If you do not agree to these Terms, do not use our Services.

If you have any questions about these Terms or our Services, please contact us using the information provided below in Section 23. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy, which is incorporated herein by reference.

1  Our Services

 

(a) Overview. Our Services enable users to obtain in-home self-screening kits that include devices that generate information that may help provide general guidance with respect to the user’s wellness (“Screening Kit”). Through our Services, and pursuant to the Terms and Privacy Policy, you have access to results generated by the Screening Kit to provide you with general wellness advice.

 

2  No Medical Advice

 

Our Services are for informational purposes only and do not nor should not be construed to provide medical advice and should not be used to determine or modify any treatments or medical interventions. You understand and acknowledge that you are responsible for your own medical care, treatment and oversight and that you should always seek the advice of your physician or other qualified healthcare provider with any questions or concerns you may have regarding your health and for any new or modifications to current treatments or diagnoses. You also understand and acknowledge that you should never disregard or delay seeking medical advice relating to treatment or standard of care because of information featured on or transmitted through our Services. Use of and access to our Services does not create a doctor-patient relationship.  Any and all personal information collected, used or shared by Reperio shall be subject to our Privacy Policy.  Reperio is committed to protecting the privacy and security of our users’ data and has implemented certain safeguards as outlined in the Health Insurance Portability and Accountability Act and the regulations promulgated under that Act (“HIPAA”).  However, you understand Reperio is not a “covered entity” as defined in HIPAA.

3  Eligibility

You must be at least 18 years of age, or the age of legal majority where you live, to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you are not permitted to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. You must reside in the United States to use our Services. You must not have more than one account while using our Services.

4  User Accounts and Account Security

 

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

5  User Content

(a) Our Services may allow you and other users to create, post, store and share content, including reviews, messages, text, photos, videos, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Reperio.

 

(b) You grant Reperio a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.

 

(c) You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

6  Payment

 

When you place an order for a Screening Kit based on your chosen plan (Health Check, Health Monitor, or Peak Health), you hereby authorize Reperio to charge your payment card or other payment instrument (“Payment Method”) for use of the Screening Kit. You must ensure that your Payment Method is valid and up-to-date. You are responsible for providing complete and accurate billing and contact information to Reperio.

We use a third-party payment processor (the “Payment Processor”) to bill you for your preferred Reperio plan. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Reperio plan in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen Payment Method. We reserve the right to suspend or cancel an order in the event that we are unable to successfully charge the provided Payment Method. We are not responsible for errors by the Payment Processor, and we reserve the right to correct any errors or mistakes that we or the Payment Processor make(s) even if we have or our Payment Processor has already requested or received payment.

 

7  Use of the Screening Kit

 

You are responsible for any loss, destruction, or damage to the Screening Kit for any reason (other than normal wear and tear). If Reperio receives your Screening Kit damaged beyond normal wear and tear, then you hereby authorize Reperio (or our Payment Processor) to charge you for the price for repairing or replacing the Screening Kit, as determined in our discretion, up to the full retail value for the Screening Kit.

8  Returning your Screening Kit

 

With the delivery of a Screening Kit, Reperio will provide you with instructions along with pre-paid, pre-addressed shipping label and box to return the Screening Kit (“Return Packaging”) to Reperio.

 

If you use the Return Packaging that we provide, you must use the shipping carrier specified on the pre-paid shipping label. Reperio will not be responsible for loss, theft, or damage to Screening Kits that are shipped back to us using any carrier other than the carrier specified on our Return Packaging, or for any fees or expenses that you incur due to delays in Reperio receiving the Screening Kit if another carrier is used. Reperio does not ship Screening Kits outside of the United States, and you may not return Screening Kits to us from outside of the United States without our prior written permission.

 

You acknowledge that using any packaging or shipping carriers other than our Return Packaging and the carrier specified thereon may result in delivery delays and additional delivery fees for which Reperio will not be liable. You will be solely liable for all such delays and additional delivery fees.

9  Consumables  

 

Reperio does not require the following items (hereinafter, “Consumables”) to be returned to Reperio in the Return Packaging:

 

  • Lancets

  • Lipid Test Strips

  • Glucose Test Strips

  • Pipettes

  • Biohazard Disposal Bag 

  • Band-aids

  • Gauze Pad

  • Alcohol Wipes

 

To the extent proper protection is required for disposal of a Consumable, you agree to dispose of all Consumables in accordance with instructions provided by Reperio.

10  Returns, Extensions, Lost Items, and Late Fees

 

You agree to return the devices in the Screening Kit (with the exception of Consumables as described above) within seven (7) days of receipt of your order. We may, but are not required to, permit you to extend your order for a Screening Kit (including by contacting us), subject to pre-payment of any additional fees applicable to that Screening Kit for the period of time of the extension. We are not responsible for any personal or other items which are returned to Reperio with the Screening Kit. If you believe you have accidentally or otherwise sent any such items to us, please contact customer service as soon as possible at support@reperiohealth.com. We may, but are not required to, assist you in attempting to locate such items at your request, and we assume no responsibility or liability if we attempt to locate such items.

 

If you do not return one or more devices that are part of a Screening Kit after the date on which it must be returned or do not return the Screening Kit at all, you hereby authorize us (or Payment Processor) to charge you a non-refundable late fee of $15.00 for every day after the seven (7) day period that we do not receive every device that comprises the Screening Kit.  The late fee is payable on a per-order, not a per-device, basis. If you have not returned a Screening Kit within fourteen (14) days after the specified return date, your late return will be considered a non-return and you hereby authorize us (or Payment Processor) to charge you the retail value of the Screening Kit, minus any late fees that you have already paid, plus applicable sales tax.

 

If you are charged by Reperio for the full retail value of a Screening Kit pursuant to this “Late Fees” section, you are permitted to retain the Screening Kit; however, we do not make, and expressly disclaim, any warranties of any kind with respect to the Screening Kit, and the Screening Kit is provided to you on an “AS IS” basis. For the avoidance of doubt, payment of any late fees does not excuse your breach of these Terms and does not limit our rights or remedies hereunder.

11  Prohibited Conduct and Content

(a)You are solely responsible for your conduct while using our Services. You will not:

  • Violate any applicable law, contract, intellectual property right or other third-party right or commit a tort;

  • Use or attempt to use another user’s account without authorization from that user and Reperio;

  • Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

  • Sell, resell or commercially use our Services;

  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

  • Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

  • Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;

  • Develop or use any applications that interact with our Services without our prior written consent;

  • Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

  • Bypass or ignore instructions contained in our robots.txt file; or

  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

(b)You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;

  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;

  • Impersonates, or misrepresents your affiliation with, any person or entity;

  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;

  • Contains any private or personal information of a third party without such third party’s consent;

  • Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or

  • In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Reperio or others to any harm or liability of any type.

(c) Enforcement of this Section 6 is solely at Reperio’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

12  Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Reperio or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

13  Trademarks

REPERIO HEALTH, INC. and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Reperio and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

 

14  Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Reperio or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish or improve the Feedback in Reperio’s sole discretion. You understand that Reperio may treat Feedback as nonconfidential.

 

Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Reperio’s designated agent as follows:

 

Designated Agent:        Travis Rush

Address:                          4784 SE 17th Avenue, Suite 120

                                          Portland, OR 97202

Telephone Number:      (503) 894-5958

E-Mail Address:               legal@reperiohealth.com

 

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Reperio for certain costs and damages.

 

16  Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). Third-Party Content may include, but is not limited to, promotions and offers to food delivery and nutrition partners. We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Reperio does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

 

17  Indemnification

 

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Reperio and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Reperio Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Reperio Parties of any third-party Claims, cooperate with Reperio Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Reperio Parties will have control of the defense or settlement, at Reperio 's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Reperio or the other Reperio Parties.

 

18  Disclaimers


Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Reperio does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Reperio attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

19 Limitation of Liability

 

(a) To the fullest extent permitted by applicable law, Reperio and the other Reperio Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Reperio or the other Reperio Parties have been advised of the possibility of such damages.

(b) The total liability of Reperio and the other Reperio Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.

(c) The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Reperio or the other Reperio Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

 

20  Release

 

To the fullest extent permitted by applicable law, you release Reperio and the other Reperio Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

 

21  Transfer and Processing Data

 

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.  Please review our Privacy Policy for additional details.

22  Dispute Resolution; Binding Arbitration

 

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Reperio and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(a) No Representative Actions. You and Reperio agree that any dispute arising out of or related to these Terms or our Services is personal to you and Reperio and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

  • Arbitration of Disputes. Except for small claims disputes in which you or Reperio seeks to bring an individual action in small claims court located in the county of your residence address or disputes in which you or Reperio seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Reperio waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Reperio you agree to first contact Reperio and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Reperio by email at legal@reperiohealth.com or by certified mail addressed to 4784 SE 17th Avenue, Suite 120, Portland, OR 97202. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and BoxDoctor cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Multnomah County, Oregon unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 17, a “consumer” means a person using the Services for personal, family or household purposes.  You and Reperio agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

 

(b) You and Reperio agree that these Terms affect interstate commerce and that the enforceability of this Section 17 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, these Terms and the JAMS 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. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.  The arbitrator, Reperio and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including 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 confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. 

(d) You and Reperio agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Reperio will pay the remaining JAMS fees and costs. For any arbitration initiated by Reperio, Reperio will pay all JAMS fees and costs. You and Reperio agree that the state or federal courts of the State of Oregon and the United States sitting in Multnomah County, Oregon have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

 

(e) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Reperio will not have the right to assert the claim.

 

(f) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by emailing us at legal@reperiohealth.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.

(g) If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

 

23  Governing Law and Venue

 

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Oregon, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Oregon or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Oregon and the United States, respectively, sitting in Multnomah County, Oregon.

 

24  Modifying and Terminating our Services

 

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

25  Amendments

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

 

26  Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

27  Miscellaneous

(a) The failure of Reperio to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.

(b) Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

 

28  Contact Us

If you have any questions about these Terms of Service, you can contact Reperio:

  • By email at:           legal@reperiohealth.com

  • By phone at:         (503) 894-5958

  • By mail at:             4784 SE 17th Avenue, Suite 120

                                       Portland, OR 97202