REFLEO HEALTH, INC.
TERMS OF SERVICE
PLEASE READ THESE TERMS CAREFULLY. THEY DESCRIBE IMPORTANT LIMITS ON WHAT THE REFLEO SERVICES DO, AND THEY CONTAIN A LIMITATION OF LIABILITY, A WAIVER OF THE RIGHT TO A JURY TRIAL, AND A SHORTENED PERIOD FOR BRINGING CLAIMS.
REFLEO IS NOT A COUNSELING SERVICE AND IS NOT A CRISIS OR EMERGENCY SERVICE. NO ONE AT REFLEO READS OR LISTENS TO ENTRIES AS THEY ARE SUBMITTED. IF YOU OR SOMEONE ELSE IS IN DANGER OR IS THINKING ABOUT SUICIDE OR SELF HARM, CALL OR TEXT 988 (SUICIDE AND CRISIS LIFELINE), CALL 911, OR GO TO THE NEAREST EMERGENCY ROOM.
PART I. GENERAL TERMS
1. Acceptance and Scope
1.1 These Terms of Service (the "Terms") form a binding agreement between Refleo Health, Inc., a Delaware corporation ("Refleo," "we," "us," or "our"), and you. By creating an account, clicking to accept, or otherwise accessing or using the Refleo platform, mobile applications, websites, and related services (together, the "Services"), you agree to these Terms. If you do not agree, do not use the Services.
1.2 Two groups of users. Different parts of these Terms apply to different people:
(a) "Clinician Users" are licensed mental health professionals, and the practices or organizations that employ or contract with them, who subscribe to the Services and invite their patients or clients to participate. Part II applies to Clinician Users.
(b) "Participants" are the patients or clients whom a Clinician User invites to record entries through the Services. Part III applies to Participants. Participants pay Refleo nothing and are not required to purchase anything.
Parts I, IV, V, and VI apply to everyone.
1.3 Authority. If you accept these Terms on behalf of a practice, employer, or other organization, you represent that you are authorized to bind that organization, and "you" means that organization. If you accept these Terms as the parent or legal guardian of a Participant who is a minor, you accept them on that minor's behalf and are responsible for that minor's use of the Services.
1.4 Related agreements. Your use of the Services is also governed by the Refleo Privacy Policy, available at https://refleohealth.com/privacy, which is incorporated by reference. If you are a Clinician User who transmits protected health information through the Services, your use is also governed by the Refleo Business Associate Agreement (the "BAA"), which you must accept separately as described in Section 8.
2. What the Services Are
2.1 Purpose. Refleo provides a between-session continuity tool for mental health care. A Participant records short voice or text entries between appointments. The Services organize those entries, identify recurring themes, and highlight words and topics that the Participant's Clinician User has chosen to track. The result is a brief summary that the Clinician User may review before the next session, presented together with the underlying entries.
2.2 The clinician remains the clinician. The Services support a Clinician User's own professional judgment. They do not replace it. Every summary, theme, and highlighted term produced by the Services is presented alongside the underlying Participant entries, so that the Clinician User can independently review the information on which it is based and reach their own conclusions. Refleo does not practice medicine, psychology, counseling, social work, or any other licensed profession, and does not supervise, direct, or participate in the care that a Clinician User provides.
2.3 What the Services do not do. The Services:
(a) do not provide counseling, therapy, diagnosis, prognosis, treatment, medical advice, or any recommendation about the care a person should receive;
(b) do not respond to Participants, offer Participants support or guidance, or engage Participants in any therapeutic or advisory exchange;
(c) are not a medical device and are not intended to diagnose, treat, cure, mitigate, or prevent any disease or condition;
(d) are not a substitute for professional care, for an appointment with a licensed professional, or for a Clinician User's own clinical documentation and record keeping; and
(e) are not monitored, reviewed, or acted upon by Refleo in real time or on any schedule.
2.4 Automated processing. The Services use automated processing, including artificial intelligence. Automated processing can be incomplete, can omit material information, and can be wrong. Summaries, themes, transcriptions, and highlighted terms may not accurately reflect what a Participant said or meant. Clinician Users are solely responsible for reviewing the underlying entries before relying on any output of the Services for any purpose.
3. Not a Crisis or Emergency Service
3.1 THE SERVICES ARE NOT A CRISIS LINE, AN EMERGENCY SERVICE, OR A MONITORING SERVICE. NO ONE AT REFLEO READS, LISTENS TO, WATCHES FOR, OR RESPONDS TO ENTRIES AS THEY ARE SUBMITTED. ENTRIES ARE MADE AVAILABLE TO THE PARTICIPANT'S CLINICIAN USER, WHO MAY NOT REVIEW THEM UNTIL THE NEXT APPOINTMENT OR LATER.
3.2 IF YOU OR SOMEONE ELSE IS IN DANGER, IS THINKING ABOUT SUICIDE OR SELF HARM, OR NEEDS IMMEDIATE HELP, CALL OR TEXT 988, CALL 911, OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT USE THE SERVICES TO REQUEST URGENT OR EMERGENCY ASSISTANCE.
3.3 Keyword highlighting is not risk detection. A Clinician User may configure the Services to highlight particular words or topics. That feature is an organizational convenience. Refleo does not represent, warrant, or promise that the Services will identify, flag, or surface any indication of risk, clinical deterioration, crisis, danger to self or others, abuse, or any other clinically significant event. Refleo has no duty to monitor entries, to detect risk, or to escalate, report, or notify any person of the contents of any entry.
3.4 Clinician crisis protocol. Each Clinician User is responsible for establishing its own protocol for between-session contact, urgent needs, and emergencies, for communicating that protocol to each Participant before the Participant begins using the Services, and for making clear to each Participant that the Services are not part of that protocol.
4. Eligibility and Minors
4.1 Clinician Users must be at least 18 years of age and legally capable of entering into a binding contract.
4.2 Participants must be at least 13 years of age. The Services are not offered to and may not be used by children under 13. Refleo does not knowingly collect personal information from a child under 13. If Refleo learns that a Participant is under 13, it will terminate that Participant's access and will return or destroy the associated information in accordance with the BAA and applicable law.
4.3 Participants who are 13 or older but under 18 (each, a "Minor Participant") may use the Services only where a parent or legal guardian has accepted these Terms on the Minor Participant's behalf and has completed Refleo's parental consent and authorization process, except where the Minor Participant is permitted by applicable law to consent to their own care and the Clinician User has determined that the Minor Participant may proceed without parental involvement.
4.4 The Clinician User makes the consent determination. Consent to treatment, and whether a Minor Participant may lawfully consent to their own care, are matters of professional and legal judgment governed by state law and by the Clinician User's licensing board. Refleo does not make that determination and does not undertake to review it. Each Clinician User represents that, before inviting a Minor Participant, it has determined which consent path applies and has obtained every consent, authorization, and permission required by applicable law for that Minor Participant to use the Services and for the Clinician User to receive and use the resulting information.
5. Accounts and Security
5.1 You must provide accurate, current, and complete registration information and keep it updated.
5.2 You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. Credentials may not be shared. Each individual who uses the Services under a Clinician User's account must have separate credentials. Notify Refleo promptly at security@refleohealth.com of any suspected unauthorized access.
5.3 Refleo may monitor use of the Services for security purposes and to confirm compliance with these Terms and applicable law.
PART II. TERMS FOR CLINICIAN USERS
6. Clinician User Representations
You represent and warrant, on each day you access or use the Services, that:
(a) you hold every license, registration, and certification required to provide the services you provide, in each jurisdiction in which you provide them, and each is current and in good standing;
(b) your use of the Services complies with applicable law and with the rules of your licensing board, including rules governing documentation, record retention, telehealth, supervision, and confidentiality;
(c) you have obtained all consents and authorizations required for each Participant you invite, including consent to treatment, consent to the use of the Services, and any authorization required to disclose information to Refleo;
(d) you have provided each Participant with your own crisis and between-session protocol and have informed each Participant that the Services are not a crisis service;
(e) you will exercise independent professional judgment and will not rely on any output of the Services without reviewing the underlying entries; and
(f) you are not accessing the Services in order to build, evaluate, or assist in the development of a competing product or service.
Refleo does not verify licensure, credentials, or good standing, and does not endorse, recommend, or vouch for any Clinician User or for the care any Clinician User provides.
7. Participants and Invitations
7.1 You control which Participants are invited, which words and topics are tracked, and when a Participant's access ends. Refleo has no relationship with your Participants apart from providing the Services at your direction.
7.2 Before a Participant begins, you are responsible for explaining to that Participant (a) what the Services do and do not do, (b) that entries are not reviewed as they are submitted, (c) when and how you will review entries, and (d) what the Participant should do in an emergency.
7.3 Entries submitted by your Participants form part of your record of care. You are responsible for retaining, safeguarding, and disposing of that record in accordance with applicable law and the rules of your licensing board, which may require retention for a period longer than Refleo maintains information.
8. Protected Health Information and the Business Associate Agreement
8.1 Business associate status. To the extent Refleo creates, receives, maintains, or transmits protected health information ("PHI") on your behalf, it does so as your business associate under the Health Insurance Portability and Accountability Act and its implementing regulations ("HIPAA").
8.2 Acceptance required before PHI. You must separately and affirmatively accept the BAA before submitting, or permitting any Participant to submit, PHI through the Services. Acceptance of these Terms alone does not create a business associate agreement. Submitting PHI before accepting the BAA is a material breach of these Terms.
8.3 Order of precedence and a single limit of liability. If a term of the BAA conflicts with a term of these Terms with respect to the use, disclosure, or safeguarding of PHI, the BAA controls. In all other respects, including fees, disclaimers, limitation of liability, governing law, and venue, these Terms control. The limitation of liability in Section 22 applies to these Terms and to the BAA together, as a single aggregate limit, and does not apply separately to each.
8.4 Individual rights. You remain the covered entity. Requests from Participants for access to, amendment of, restriction of, an accounting of disclosures of, or a copy of their health information run through you and not through Refleo. Refleo will direct any such request it receives to you and will support your response as provided in the BAA.
9. Free Trial, Fees, and Subscriptions
9.1 Free trial. Refleo offers eligible individual Clinician Users a free trial consisting of two consecutive months of access to the Services, beginning on the date the account is activated (the "Trial"). The Trial is available once per Clinician User and once per practice, and is offered so that you may evaluate the Services in your own practice. Refleo may modify, suspend, or discontinue the Trial at any time as to new sign ups.
9.2 No charge without your affirmative agreement. Refleo will not charge you at the end of the Trial. Your Trial will not convert automatically into a paid subscription. Access continues past the Trial only if you affirmatively select a paid plan and provide a payment method. If you do not, your access will end when the Trial ends, subject to the export period in Section 14.
9.3 Notice before the Trial ends. Refleo will send a reminder to the email address on your account at least seven (7) days before the Trial ends, describing your options and the then current price of each paid plan.
9.4 Paid subscriptions. Prices, billing periods, and included features are as described at https://refleohealth.com/pricing at the time you subscribe. Fees are stated in U.S. dollars, are exclusive of taxes, and are payable in advance. You are responsible for all applicable sales, use, and similar taxes, other than taxes on Refleo's net income.
9.5 Automatic renewal and cancellation. A paid subscription renews automatically for successive periods of the same length, at the then current price, unless cancelled before the end of the then current period. YOU MAY CANCEL AT ANY TIME IN YOUR ACCOUNT SETTINGS OR BY EMAILING support@refleohealth.com. CANCELLATION TAKES EFFECT AT THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND YOU WILL RETAIN ACCESS THROUGH THAT DATE. Refleo will notify you before any price increase takes effect, and an increase applies only beginning with your next renewal.
9.6 Refunds. Fees already paid are non refundable except where required by applicable law or where Refleo states otherwise in writing.
9.7 Non payment. Refleo may suspend access to the Services if fees remain unpaid more than fifteen (15) days after the due date, following notice and an opportunity to cure. Suspension does not relieve you of the obligation to pay amounts already owed and does not alter Refleo's obligations under the BAA with respect to PHI it holds.
PART III. TERMS FOR PARTICIPANTS
10. Using the Services as a Participant
10.1 How you get access. You use the Services because a clinician invited you. You do not create a paid account and you pay Refleo nothing.
10.2 Your entries go to your clinician. The entries you record are made available to your clinician and become part of your record of care with that clinician. They are not private from your clinician. They are not a message to Refleo, and Refleo will not respond to them.
10.3 What this is not. Please read Sections 2 and 3. The Services do not provide counseling or advice, and they are not a crisis or emergency service. If you need help right away, call or text 988, call 911, or go to the nearest emergency room.
10.4 Record only yourself. Record your own thoughts and experiences. Do not record another person's voice or likeness without that person's permission, and do not record any conversation that you are not permitted by law to record.
10.5 Your rights in your information. Your health information in the Services is part of your record of care with your clinician. To see it, correct it, obtain a copy, or ask that it be deleted, contact your clinician. Refleo will forward to your clinician any such request it receives.
10.6 Ending your use. You may stop using the Services at any time and may ask your clinician to end your access. Entries already in your record of care remain part of that record and are handled by your clinician in accordance with applicable law.
PART IV. CONTENT AND DATA
11. Your Content
11.1 Ownership. "User Content" means entries, recordings, transcripts, notes, keyword selections, and other material submitted to or generated within the Services by you or for you. As between you and Refleo, User Content belongs to you. PHI within User Content belongs to and remains under the control of the applicable Clinician User as covered entity, as provided in the BAA. Refleo claims no ownership of User Content.
11.2 License to operate the Services. You grant Refleo a non exclusive, worldwide, royalty free license to host, store, process, transmit, transcribe, analyze, and display User Content solely in order to provide, secure, and support the Services for you and to comply with applicable law. This license is limited by and subject to the BAA.
11.3 No sale, no marketing, no training on identifiable information. Refleo does not sell User Content, does not use User Content for marketing, and does not use PHI that identifies an individual to train, tune, or improve any artificial intelligence model.
12. De-Identified and Aggregated Data
12.1 Refleo may de-identify User Content in accordance with 45 C.F.R. Section 164.514(b) and may combine de-identified information with information from other sources to create aggregated data (together, "De-Identified Data"). Refleo may use De-Identified Data to operate, evaluate, secure, and improve the Services, to develop new features, and for research, benchmarking, and other lawful business purposes. Refleo owns all right, title, and interest in De-Identified Data.
12.2 Refleo will not attempt to re-identify De-Identified Data and will not permit any third party to do so.
13. Privacy
13.1 The Refleo Privacy Policy describes the information Refleo collects and uses on its own behalf, including information collected through its website and marketing activities.
13.2 PHI that Refleo handles as a business associate is governed by the BAA, by HIPAA, and by the applicable Clinician User's Notice of Privacy Practices, and not by the Refleo Privacy Policy.
14. Retention, Export, and Deletion
14.1 During your subscription, you may export User Content at any time in a commercially reasonable format made available through the Services.
14.2 Following expiration or termination, Refleo will make User Content available for export for thirty (30) days. After that period, Refleo will return or destroy PHI as provided in the BAA. De-Identified Data is not returned or destroyed.
14.3 EXPORT BEFORE YOUR ACCESS ENDS. Your record retention obligations under state law and under the rules of your licensing board will typically extend well beyond the thirty (30) day export period, may run for years after a Participant's last visit, and in the case of a Minor Participant may run until well after that Participant reaches adulthood. You are solely responsible for exporting and retaining your records before your access ends. Refleo is not your record keeper and does not undertake to preserve your records for the period your board requires.
PART V. USING THE PLATFORM
15. License and Restrictions
15.1 Subject to these Terms, Refleo grants you a limited, revocable, non exclusive, non transferable, and non sublicensable license to access and use the Services for their intended purpose.
15.2 You will not, and will not permit any other person to:
(a) copy, modify, translate, or create derivative works of any part of the Services;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying structure of the Services;
(c) resell, sublicense, rent, lease, time share, or provide the Services to any third party;
(d) use any robot, scraper, or other automated means to access the Services, or use outputs of the Services to train or develop any machine learning model;
(e) build, or assist any person in building, a product or service that competes with the Services;
(f) probe, scan, or test the vulnerability of the Services, circumvent any security or access control, or introduce malicious code;
(g) remove or alter any proprietary notice, or misrepresent your identity or affiliation; or
(h) use the Services in violation of applicable law or in any jurisdiction outside the United States.
16. Refleo Intellectual Property and Feedback
16.1 Refleo and its licensors own the Services and all software, models, interfaces, documentation, trademarks, and other intellectual property in them. No rights are granted except those expressly stated in these Terms.
16.2 If you provide comments, suggestions, or ideas for improving the Services ("Feedback"), you grant Refleo a perpetual, irrevocable, worldwide, royalty free license to use and exploit that Feedback for any purpose, without attribution or compensation. Feedback must not include PHI.
17. Third-Party Services
The Services may link to or interoperate with services operated by third parties. Refleo does not control those services, does not endorse them, and is not responsible for them. Your use of a third-party service is governed by that third party's own terms.
18. Mobile Applications and App Stores
If you obtain a Refleo application from the Apple App Store or Google Play (each, an "App Provider"), you acknowledge that these Terms are between you and Refleo only and not with the App Provider; that the App Provider has no obligation to furnish maintenance or support; that Refleo, and not the App Provider, is responsible for the application and for addressing any claim relating to it, including product liability, regulatory conformity, and intellectual property infringement claims; and that the App Provider and its subsidiaries are third-party beneficiaries of this Section and may enforce it against you.
19. Suspension and Termination
19.1 You may stop using the Services and terminate your account at any time as described in Section 9.5.
19.2 Refleo may suspend or terminate your access, with notice where practicable, if you materially breach these Terms or the BAA, if your continued access presents a security risk or a risk of harm to any person, if fees remain unpaid as described in Section 9.7, or if required by applicable law.
19.3 Refleo may discontinue the Services in whole on sixty (60) days' prior notice, in which case it will refund the pro rata portion of any prepaid and unused fees.
19.4 Sections 3, 8.3, 11 through 14, 16, and 20 through 25, and any other provision that by its nature should survive, survive termination.
20. Changes to the Services and to These Terms
20.1 Changes to the Services. Refleo may add, modify, or remove features. Refleo will give at least thirty (30) days' notice before any change that materially reduces the core functionality of a paid plan.
20.2 Changes to these Terms. Refleo may update these Terms. For material changes, Refleo will post the updated Terms and send notice to the email address on your account at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance. If you do not agree, stop using the Services and cancel before the effective date, and Refleo will refund the pro rata portion of any prepaid and unused fees. The BAA is amended only as provided in the BAA.
PART VI. LEGAL TERMS
21. Disclaimers
21.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, REFLEO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
21.2 REFLEO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY TRANSCRIPT, SUMMARY, THEME, OR HIGHLIGHTED TERM WILL BE ACCURATE, COMPLETE, OR RELIABLE.
21.3 REFLEO MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY CLINICAL OUTCOME, AND IS NOT RESPONSIBLE FOR ANY CARE, ADVICE, DIAGNOSIS, TREATMENT, DECISION, ACT, OR OMISSION OF ANY CLINICIAN USER, WHETHER OR NOT INFORMED BY THE SERVICES.
21.4 REFLEO DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL DETECT, FLAG, OR SURFACE ANY RISK, CRISIS, OR CLINICALLY SIGNIFICANT EVENT, AND DISCLAIMS ANY DUTY TO MONITOR, DETECT, ESCALATE, REPORT, OR NOTIFY.
22. Limitation of Liability
22.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
22.2 REFLEO'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE BUSINESS ASSOCIATE AGREEMENT, AND THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO REFLEO FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500.00).
22.3 THE LIMITATIONS IN SECTIONS 22.1 AND 22.2 DO NOT APPLY TO LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, TO YOUR OBLIGATIONS UNDER SECTION 23, TO AMOUNTS YOU OWE REFLEO UNDER SECTION 9, OR TO ANY LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED.
22.4 SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OR EXCLUSIONS. IN THOSE JURISDICTIONS, REFLEO'S LIABILITY IS LIMITED AND ITS WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.
22.5 THE PARTIES AGREE THAT THE FEES CHARGED FOR THE SERVICES REFLECT THIS ALLOCATION OF RISK, THAT THIS SECTION IS A BARGAINED FOR AND ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THEM, AND THAT REFLEO WOULD NOT PROVIDE THE SERVICES AT THESE PRICES WITHOUT IT.
23. Indemnification by Clinician Users
23.1 You will defend, indemnify, and hold harmless Refleo and its officers, directors, employees, and agents from and against any third-party claim, and any resulting liability, damage, loss, fine, penalty, cost, and expense (including reasonable attorneys' fees), arising out of or relating to:
(a) your breach of these Terms or of the BAA;
(b) your User Content;
(c) your failure to obtain any consent, authorization, or permission required by applicable law, including any consent required for a Minor Participant;
(d) the care, advice, diagnosis, treatment, or clinical decisions you provide or fail to provide, including any act or omission relating to a Participant's safety or to an emergency; or
(e) your violation of applicable law or of the rights of any third party.
23.2 Refleo will give you prompt notice of any claim, will permit you to control the defense with counsel reasonably acceptable to Refleo, and will cooperate at your expense. You may not settle any claim in a way that admits fault on the part of Refleo, imposes any obligation on Refleo, or fails to fully release Refleo, without Refleo's prior written consent.
23.3 This Section does not require you to indemnify Refleo against loss caused by Refleo's own negligence or willful misconduct.
24. Governing Law, Venue, Jury Waiver, and Time to Bring Claims
24.1 These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles.
24.2 The exclusive venue for any action arising out of or relating to these Terms or the Services is the state or federal courts located in Tarrant County, Texas. Each party consents to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.
24.3 EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
24.4 ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED.
25. General
25.1 Entire agreement and precedence. These Terms, the Privacy Policy, and, where accepted, the BAA are the entire agreement between you and Refleo regarding the Services and supersede all prior understandings on that subject. In the event of a conflict, the BAA controls as to the use, disclosure, and safeguarding of PHI; these Terms control as to all other matters; and the Privacy Policy is subordinate to both.
25.2 Notices. Legal notices to Refleo must be sent to Refleo Health, Inc., Attn: Legal, 6245 Rufe Snow Drive, Suite 280-1044, Fort Worth, Texas 76148, with a copy by email to legal@refleohealth.com. Notices to you may be given by email to the address on your account or by posting within the Services, and are effective when sent or posted.
25.3 Electronic communications. You consent to receive communications from Refleo electronically and agree that electronic communications, agreements, and acceptances satisfy any legal requirement that they be in writing or signed.
25.4 Assignment. You may not assign these Terms without Refleo's prior written consent. Refleo may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, subject to the BAA. These Terms bind and benefit the parties and their permitted successors and assigns.
25.5 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions will continue in full force. A failure to enforce any provision is not a waiver of the right to enforce it later.
25.6 Force majeure. Neither party is liable for a delay or failure in performance, other than a payment obligation, caused by an event beyond its reasonable control.
25.7 No agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
25.8 No third-party beneficiaries. These Terms create no rights in any third party, except as expressly provided in Section 18.
25.9 Headings. Headings are for convenience only and do not affect interpretation.
26. Contact
Questions about these Terms may be directed to Refleo Health, Inc. at legal@refleohealth.com or at 6245 Rufe Snow Drive, Suite 280-1044, Fort Worth, Texas 76148.