Strive

Terms and Conditions

1. ACCEPTANCE OF TERMS AND CONDITIONS
These Terms and Conditions govern Your (“You”) purchase of a service plan (the “Service Plan”) providing access to and use of Recode Health's subscription-based mobile application services for Your end users. These Terms and Conditions (including Your corresponding Service Plan), the Recode Health Terms of Use, the Recode Health Privacy Policy, and all policies and guidelines referenced in these Terms and Condition (and any modifications that may be made to the preceding list of agreements) constitute a legally binding agreement between You and Recode Health, LLC ("Recode Health," "we," "us," and "our"). Please read them carefully and print a copy for Your future reference. If You do not agree to these Terms and Conditions, You should not purchase a Service Plan.
2. MODIFICATION OF TERMS AND CONDITIONS
We reserve the right to modify these Terms and Conditions at any time and in any manner at our sole discretion by: (a) posting a revision on the Site; or (b) sending information regarding the amendment to the email address You provide to us. BY CONTINUING TO USE OUR SERVICES FOR MORE THAN 20 DAYS AFTER AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING AMENDMENTS HAS BEEN SENT TO YOU, YOU AGREE TO ACCEPT THE AMENDMENTS. You agree that we will not be liable to You for any modification of the Terms and Conditions.

3. DEFINITIONS
3.1 "Account" means a unique account established by You to enable Your Authorized Users to access and use the Subscription Service.
3.2 "Authorized User" means any employee or agent of You, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register, access or use the Subscription Service as the same Authorized User.
3.3 "Seat" means an active Authorized User listed in the membership of an Account at any one time. No two individuals may log onto or use the Subscription Service as the same Authorized User, but You may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Seats purchased.
3.4 "Service Plan" means the right to access and use the Subscription Service for a specified period in exchange for a periodic fee, subject to the Service Plan restrictions and requirements that are used to describe the selected Service Plan on the RecodeHealth.com website (the “Site”). Restrictions and requirements may include any or all of the following:
(a) Number of Seats that You may use in a month or year for a fee
(b) Per-seat or per-user restrictions
(c) The license to use Recode Health software products in connection with the Subscription Service
(e) Per use fees.
3.5 "Subscription Service" means Recode Health’s healthcare related mobile application, as updated from time to time, which provides the ability to store and display insurance identification cards, as well as information regarding emergency services, health plans, local healthcare providers, drug pricing and common health related questions.
3.6 "System" refers to the software systems and programs, communication and network facilities, and hardware and equipment used by Recode Health or its agents to provide the Subscription Service.
3.7 "Term" means the period of effectiveness of these Terms and Conditions, as specified in Section 12 below.
3.8 "Transaction Data" means the metadata associated with Your Account (such as transaction history and search history) and maintained by Recode Health in order to establish the digital audit trail required by the Subscription Service.

4. SUBSCRIPTION SERVICE
During the term of the Service Plan and subject to these Terms and Conditions, You will have the right to obtain an Account and register Your Authorized Users, who may access and use the Subscription Service. You must be 18 years of age or older to register for an Account and use the Subscription Service. Your right to access and use the Subscription Service is limited to Your Authorized Users, and You agree not to resell or otherwise provide or assist with the provision of the Subscription Service to any third party. In addition, Recode Health’s provision of the Subscription Service is conditioned on Your acknowledgment and agreement to the following:
4.1 The content available through the Subscription Service does not constitute an employee health plan, and does not replace or supplement any form of insurance coverage that You make available to Your employees.
4.2 The content provided through the Subscription Service is for informational and educational purposes only. The provision of this content does not create a medical professional/patient relationship between Your Authorized Users and Recode Health, or Your Authorized Users and any health care professional whose content appears on the Services. Nor does the provision of content constitute an opinion, medical advice, or diagnosis or treatment of any medical condition.
4.3 The provision of the Subscription Services does not satisfy any legal or contractual obligation You may have to provide health care or health insurance to any of Your employees, including Your Authorized Users. You are solely responsible for understanding and fulfilling Your legal obligations to Your employees.

5. RESPONSIBILITY FOR USE OF THE SUBSCRIPTION SERVICE
As between You and us, You are solely responsible for the acts of Your Authorized Users while accessing and using the Subscription Service. You will not use or permit the use of the Subscription Service:
(i) To communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene
(ii) In a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability
(iii) In any manner that is likely to damage, disable, overburden, or impair the System or the Subscription Service or interfere with the use or enjoyment of the Subscription Service by others or
(iv) in any way that constitutes or encourages conduct that could constitute a criminal offense.

6. PRICING AND PER USE PURCHASES
6.1 The prices, features, and options of the Subscription Service available for an Account depend on the Service Plan that You purchase. Recode Health may add or change the prices, features or options available with a Service Plan without notice.
6.2 Your usage under a Service Plan is measured based on the actual number of Seats for Authorized Users that You purchase in Your Service Plan. If You wish to add additional Authorized Users, You must purchase additional Seats under a new Service Plan. Recode Health may discontinue a Service Plan at any time, and with prior notice to You, may migrate Your Account to a similar Service Plan that may carry a different fee. You agree to allow us to charge Your credit card for the fees associated with a substitute Service Plan, even if those fees are higher than those You agreed to when You registered Your Account.
6.3 We may modify the price, content, or nature of the Subscription Service and/or Your Service Plan at any time. If we modify any of the foregoing terms, You may cancel Your use of the Subscription Service. We may provide notice of any such changes by email, notice to You upon login, or by publishing them on the Recode Health website, StriveBenefits.com. Your payment obligations survive any termination of Your use of the Subscription Service before the end of the billing cycle.

7. SUBSCRIBER SUPPORT
Recode Health will provide support to You as specified in the Service Plan selected by You. Details regarding our support are available at StriveBenefits.com.
8. TRANSACTION DATA STORAGE
Recode Health may retain Transaction Data for as long as it has a business purpose to do so.
9. FEES AND PAYMENT TERMS
9.1 The Service Plan rates, charges, and other conditions for use are set forth at StriveBenefits.com. You will pay Recode Health the applicable charges for the Services Plan as set forth at StriveBenefits.com. If You add more Authorized Users than the number of Seats You purchased, we will add those Authorized Users to Your Account and impose additional charges for such additional Seats on an ongoing basis. Charges will be billed to You in advance.
9.2 When You register for an Account, You will be required to provide Recode Health with accurate, complete, and current credit card information for a valid credit card that You are authorized to use. You must promptly notify us of any change in Your invoicing address or changes related to the credit card used for payment. By completing Your registration for the Service Plan, You authorize Recode Health or its agent to bill Your credit card the applicable Service Plan charges, any and all applicable taxes, and any other charges You may incur in connection with Your use of the Subscription Service, all of which will be charged to Your credit card. Each time You use the Subscription Service, or allow or cause the Subscription Service to be used, You reaffirm that we are authorized to charge Your credit card. You may terminate Your Account and revoke Your credit card authorization as set forth in the Term and Termination section of these Terms and Conditions.
9.3 We will provide You with one invoice in a format we choose, which may change from time to time, for all Subscription Service associated with each Account. Payment of all charges is due and will be charged to Your credit card upon Your receipt of an invoice. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations.
9.4 If Recode Health does not receive payment from Your credit card provider, You agree to pay all amounts due upon demand. Recode Health reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
9.5 Your credit card issuer's agreement governs Your use of Your credit card in connection with the Subscription Service, and You must refer to such agreement (not these Terms and Conditions) with respect to Your rights and liabilities as a cardholder. You are solely responsible for any and all fees charged to Your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within 20 days after they first appear on Your invoice. If You do not bring them to our attention within 20 days, You agree that You waive Your right to dispute such problems or discrepancies.
9.6 Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Recode Health to collect any amount that is not paid when due. Recode Health may accept any check or payment in any amount without prejudice to Recode Health’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Recode Health under these Terms and Conditions may not be withheld or offset by You for any reason against amounts due or asserted to be due to You from Recode Health. Unless otherwise noted in the Service Plan or on the Site, all amounts payable under these Terms and Conditions are denominated in United States dollars, and You will pay all such amounts in United States dollars.
9.7 Other than federal and state net income taxes imposed on Recode Health by the United States, You will bear all taxes, duties, VAT and other governmental charges (collectively, “taxes”) resulting from these Terms and Conditions or transactions conducted in relation to these Terms and Conditions. You will pay any additional taxes as are necessary to ensure that the net amounts received and retained by Recode Health after all such taxes are paid are equal to the amounts that Recode Health would have been entitled to in accordance with these Terms and Conditions as if the taxes did not exist.

10. DEPOSITS, SERVICE LIMITS, CREDIT REPORTS, AND RETURN OF BALANCES
You authorize us to ask consumer reporting agencies or trade references to furnish us with employment and credit information, and You consent to our rechecking and reporting personal and/or business payment and credit history if, in our sole discretion, we so choose. If You believe that we have reported inaccurate information about Your account to a consumer reporting agency, You may send a written notice describing the specific inaccuracy to the address provided in the Notices section below.
11. TERM AND TERMINATION
11.1 The term of these Terms and Conditions for each Account begins on the date You register for an Account and continues for the term specified by the Service Plan You purchase (the “Term”). Unless You terminate Your Account within thirty (30) days of the auto renewal date, or You set Your Account to not auto renew, Your Service Plan will automatically renew at the end of its Term (each a “Renewal Term”), and You authorize us (without notice) to collect the then-applicable fee and any taxes for the renewed Service Plan, using any credit card we have on record for You. Service Plan fees and features may change over time. Your Service Plan for a Renewal Term will be the one we choose as being closest to Your Service Plan from the prior Term.
11.2 For any termination, You will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs. You agree that Your termination of an annual Service Plan for convenience will not entitle You to any refund of prepaid fees.
11.3 You will be in default of these Terms and Conditions if You:
(a) fail to pay any amount owed to us
(b) have amounts still owing to us from a prior account
(c) breach any provision of these Terms and Conditions
(d) violate any policy applicable to the Subscription Service
(e) are subject to any proceeding under the Bankruptcy Code or similar laws or
(f) if, in our sole discretion, we believe that Your continued use of the Subscription Service presents a threat to the security of other users of the Subscription Service. If You are in default, we may, without notice to You, suspend Your Account and use of the Subscription Service, withhold refunds and terminate Your Account, in addition to all other remedies available to us. We may require reactivation charges to reactivate Your Account after termination or suspension. The following provisions will survive the termination of these Terms and Conditions and Your Account: Sections 3, 9-11, and 14-22.

12. SUBSCRIBER WARRANTIES
You hereby represent and warrant to Recode Health that:
(a) You have all necessary rights and authority to use the Subscription Service under these Terms and Conditions and to grant all applicable rights herein
(b) the performance of Your obligations under these Terms and Conditions will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between You and third parties
(c) You will use and authorize Your Authorized Users to use the Subscription Service for lawful purposes only and subject to these Terms and Conditions
(d) You are responsible for all use of the Subscription Service in Your Account
(e) You are solely responsible for maintaining the confidentiality of Your Account names and password(s)
(f) You agree to immediately notify us of any unauthorized use of Your Account of which You become aware
(g) You agree that Recode Health will not be liable for any losses incurred as a result of a third party's use of Your Account, regardless of whether such use is with or without Your knowledge and consent
(h) You will not use the Subscription Service in any manner that could damage, disable, overburden or impair the System, or interfere with another's use of the Subscription Service
(i) any information submitted to Recode Health by You is true, accurate, and correct and
(j) You will not attempt to gain unauthorized access to the System or the Subscription Service, other accounts, computer systems, or networks under the control or responsibility of Recode Health through hacking, cracking, password mining, or any other unauthorized means.

13. RECODE HEALTH WARRANTIES
Recode Health represents and warrants that:
(a) the performance of our obligations under these Terms and Conditions will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between us and third parties
(b) the Subscription Service will work in accordance with the Documentation provided by us in their then-current form at the time of the provision of such Subscription Service and
(c) Recode Health has implemented information security policies and safeguards to preserve the security, integrity, and confidentiality of content that You and Your Authorized Users submit to the Subscription Service.

14. DISCLAIMER OF WARRANTIES
WE PROVIDE THE SUBSCRIPTION SERVICE "AS IS". WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SUBSCRIPTION SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT INFORMATION OR RESULTS OBTAINED FROM THE USE OF THE SUBSCRIPTION SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THIRD PARTY CONTENT ON THE SUBSCRIPTION SERVICE. WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SUBSCRIPTION SERVICE OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE SUBSCRIPTION SERVICE WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SUBSCRIPTION SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL CODE.
15. SUBSCRIBER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to:
(a) Your use of the Subscription Service
(b) Your violation of these Terms and Conditions
(c) Your infringement, or infringement by any other user of Your Account, of any intellectual property or other right of any person or entity or
(d) the nature and content of all materials, works, data, statements, and other visual, graphical, written, or audible communications of any nature submitted by any Authorized User of Your Account or otherwise processed through Your Account.

16. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SUBSCRIPTION SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECODE HEALTH DISCLAIMS LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (i) LOSS OF PROFITS,
(ii) BUSINESS INTERRUPTION,
(iii) REPUTATIONAL HARM, OR
(iv) LOSS OF INFORMATION OR DATA. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTH CARE PROVIDERS UTILIZED THROUGH USE OF THE SUBSCRIPTION SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” UNDER NO CIRCUMSTANCES WILL RECODE HEALTH'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR YOUR USE OF THE SUBSCRIPTION SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO RECODE HEALTH UNDER THESE TERMS AND CONDITIONS DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM.

17. CONFIDENTIALITY
"Confidential Information" means any confidential, proprietary and trade secret information of Recode Health that is disclosed to or made available to You. Confidential Information does not include any information that: (a) was rightfully known to You prior to receiving it from Recode Health
(b) is independently developed by You without use of or reference to any Confidential Information
(c) is rightfully acquired by You from another source without restriction as to use or disclosure or
(d) is or becomes publicly known through no fault or action of You. During and after the Term of these Terms and Conditions, You will:
(i) use the Confidential Information solely for the purpose for which it is provided
(ii) not disclose such Confidential Information to a third party; and
(iii) protect such Confidential Information from unauthorized use and disclosure to the same extent that You protects Your own Confidential Information of a similar nature (but no less than reasonable care under the circumstances). If You are required by law to disclose the Confidential Information, You must give prompt written notice of such requirement before such disclosure and assist the Recode Health in obtaining an order protecting the Confidential Information from public disclosure. You acknowledge that, as between You and us, all Confidential Information You receive from Recode Health, including all copies, is proprietary to and exclusively owned by Recode Health.

18. PRIVACY
Personal information provided or collected through or in connection with this Site will only by used in accordance with Recode Health’s Privacy Policy. These Terms and Conditions are subject to the Privacy Policy on Recode Health's website and linked to the Subscription Service, which sets forth the terms and conditions governing Recode Health's collection and use of personal information from Authorized Users.
19. ACCESS LIMITS
Your and Your Authorized Users use of the Subscription Service is at all times governed by its Terms of Use.
20. INTELLECTUAL PROPERTY
Recode Health is the owner of various intellectual property and technology rights associated with the Subscription Service. Except for the rights expressly granted in these Terms and Conditions, Recode Health does not transfer to You or any Authorized User any of Recode Health’s technology or other intellectual property or technology rights. All right, title, and interest in and to Recode Health’s technology and intellectual property will remain solely with the Recode Health. You agree that You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Subscription Service or Recode Health’s technology. Recode Health agrees that data and information provided by You under these Terms and Conditions will remain, as between You and Recode Health, owned by You.
21. FEEDBACK
If You choose to provide us with any feedback, suggestions, or similar communications (collectively, “Feedback”), You grant to Recode Health a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, fully paid-up, irrevocable license, under all of Your intellectual property rights, to use, reproduce, display, perform, modify, create derivative or collective works and distribute Your Feedback, and any of our products or services embodying Your Feedback, in any manner we choose, without reference to the source.
22. GENERAL
22.1 Recode Health will be and act as an independent contractor (and not as the agent or representative of You) in the performance of these Terms and Conditions. These Terms and Conditions will not be interpreted or construed as:
(a) creating or evidencing any association, joint venture, partnership, or franchise between the parties;
(b) imposing any partnership or franchise obligation or liability on either party;
(c) prohibiting or restricting either party’s performance of any services for any third party or
(d) establishing or as a foundation for any rights or remedies for any third party, whether as a third party beneficiary or otherwise. You must not represent to anyone that You is an agent of Recode Health or is otherwise authorized to bind or commit Recode Health in any way without Recode Health’s prior authorization.
22.3 We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and You hereby waive any claim You might have against us with respect to such sites. RECODE HEALTH IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site.
22.4 Any notice required or permitted to be given in accordance with these Terms and Conditions will be effective if it is in writing and sent by email, certified or registered mail, or insured courier, return receipt requested. Notices to You will be sent to the address You provided in Your Service Plan, unless You notify us of another address in writing.
22.5 Neither party will be liable for, or be considered to be in breach of or default under these Terms and Conditions on account of, any delay or failure to perform as required by these Terms and Conditions as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
22.6 California law will govern these Terms and Conditions and any dispute between You and Recode Health, without regard to conflict of law principles. You irrevocably submit to the exclusive personal jurisdiction of the State and Federal courts of California over all disputes arising through or resulting from these Terms of Use and waive all objections to that jurisdiction and venue.
22.7 he waiver by either party of any breach of any provision of these Terms and Conditions does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms and Conditions will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms and Conditions.
22.8 If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms and Conditions will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under these Terms and Conditions is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
22.9 Except as set forth in Section 2 of these Terms and Conditions, these Terms and Conditions may not be amended except in writing signed by both You and us. In the event that we make such a change that has a material adverse impact on Your rights or use of the Service, You may terminate these Terms and Conditions by giving us notice within 20 days of the date we notify You, and You will not be charged any cancellation fee. These Terms and Conditions are the final and complete expression of the agreement between these parties regarding the Subscription Service. These Terms and Conditions supersede, and the terms of these Terms and Conditions govern, all previous oral and written communications regarding these matters.