SpendWell may modify the Terms from time to time and without notice, effective immediately upon posting on the Site. Your continued access or use of the Site shall constitute acceptance of such modifications of the Terms. SpendWell has the right to terminate your access to the Site at any time without notice.
1. Description of the Site
Every feature and offering on the Site is referred to in these Terms collectively as the “Services”. Use of the Services enables you to access the Site’s contents, such as text, graphics, images, information obtained from participating providers, and other material contained on the Site (the “Content”).
SpendWell has no obligation to review, verify, update or warrant the accuracy or completeness of any Content made available through the Site. We make no representations or warranties as to the accuracy or reliability of any information provided on the Site. The Content is for informational purposes only and your reliance upon the Content is solely at your own risk.
2. No Referral or Endorsement
We do not refer patients to participating providers nor recommend or endorse any participating provider, treatment, or other information that may appear on the Site. Your reliance on any of the information provided on the Site or by SpendWell, and its employees, contractors, partners, sponsors, advertisers, licensers or otherwise is solely at your own risk.
3. No Medical or Professional Relationship
Use of the Services including, but not limited to any features that assist in finding a medical professional, does not create a medical or professional relationship.
4. No Medical or Professional Advice
If you think you may have a medical emergency, call your doctor or 911 immediately.
You acknowledge that the Content is not intended to be a substitute for medical or professional advice, diagnosis, or treatment. Nothing stated or posted on the Site or available through the Services is intended to be, and must not be taken to be, the practice of medicine or the provision of medical care. The information that you obtain or receive from SpendWell, and its employees, contractors, partners, sponsors, advertisers, licensers or otherwise on the Site is for informational or ordering purposes only.
Always seek the advice of your physician or other qualified health professional with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site.
You represent that: you are at least 18 years of age; you possess the legal authority to create a binding legal obligation; you will use the Services in accordance with the Terms; and you will only use the Services for intended purposes, or other obligations as applicable, for you or for another person for whom you are legally authorized to act.
The Site is not directed at children under the age of 13. SpendWell complies with the Children’s Online Privacy Protection Act and does not knowingly permit registration or submission of personally identifiable information by anyone under 13 years of age.
6. User Obligations
You may not use the Services in any manner that may: adversely affect the Site’s resources or the availability of the Site to others; violate any local, state, national or international law; delete or revise any content on the Site; or, transmit, disclose or harass any other person or to collect or store personal information about others. If you have a unique user identifier and/or password to access secure areas, you are responsible for protecting the identifier and/or password and from any unauthorized use by others, with or without your permission. In addition, you agree to notify SpendWell immediately of any unauthorized use of your password or other security measure.
You may not submit or post any material or information that is illegal, obscene, threatening, defamatory, invasive of privacy, or infringing of proprietary or legal rights of any person or entity, or which contains software viruses, corrupted data, cancel bots, commercial solicitations, or mass mailings or any form of “spam.” You may not use a false email address to impersonate any person or otherwise mislead as to the origin of any material or information you submit or post. You expressly acknowledge and agree that engaging in any of the above activities constitutes an unauthorized use of the service provided and a material breach of the Terms, which may result in sanctions, ranging from suspension or termination of your access and/or cancellation of your accounts. In addition, you are responsible for all software and equipment necessary to access and use the Services, including all related expenses, if any.
You are solely responsible for any Order you make for you or others through the Service. SpendWell is under no obligation to monitor, review, or confirm any Orders and will have no responsibility for or liability related to any Orders. SpendWell has no control over, and cannot guarantee the availability of any participating provider at any particular time for any particular Order. We are not liable for any injury, loss or inconvenience resulting from cancelled or otherwise unfulfilled Orders. You agree not to make any Order that would cause you, SpendWell, or any participating provider to violate any applicable federal, state or local laws or regulations.
All Orders you make through the Service are final and you are expected to honor all Orders, subject to any cancellation or expiration terms applicable to the Order as set forth on the Site. You grant SpendWell all rights necessary for SpendWell to act on your behalf in facilitating the purchase of any Order you make through the Service. You agree to grant SpendWell the right to charge all fees associated with each Order you make through the Service to the credit card or other means of payment you have provided to SpendWell upon submitting your Order.
You represent and warrant that Orders you make through SpendWell are not eligible to be paid for or reimbursable, in whole or in part, under Workers' Compensation or any state or federal health care program, including Medicare, Medicaid, or TRICARE. You understand that once an Order has been fulfilled it cannot be billed by the participating provider under any federal health care program, regardless of whether you were eligible for such coverage.
8. Promotional Codes
SpendWell reserves the right to revise, amend, discontinue, or refuse the application of any promotional code in order to reflect changes affecting SpendWell’s business, technology, payment methods, Site capabilities, relevant laws or regulations, or where the promotional code was created, revised, or amended in error. Promotional codes will expire on the date specified in the specific terms relating to the promotional code. Promotional codes have no cash redemption value and cannot be transferred or assigned except at the sole discretion of SpendWell. Some promotional codes may only be used for one order, which will be specified in the specific terms relating to the promotional code. No combination or conjunction of promotional codes are permitted except where the specific terms of the promotional code states it or at the sole discretion of SpendWell. No credit or refund of the promotional value will be permitted for the cancellation or incompletion of service except at the sole discretion of SpendWell. SpendWell is not liable for any lost, forgotten, incorrect, faulty, or defective promotional codes.
9. Third Party Services
The Service may include access to services developed, provided or maintained by third party service vendors (“Third Party Services”). The terms of any Third Party Services agreement will apply in addition to these Terms, and in the event of a conflict the terms of the Third Party Services agreement will control.
SpendWell may change, modify, or discontinue any Third Party Service at any time and without notice to you. You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Services.
You acknowledge that, by accessing the Site, you may have access to certain information of SpendWell concerning SpendWell’s business, plans, customers, technology, products, financials and other information held in confidence by SpendWell (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that, under the circumstances of its disclosure, should reasonably be considered confidential. You agree that you will not use in any way, for your own account or the account of any SpendWell party, except as expressly permitted by or required to achieve the purposes of the Terms, nor disclose to any SpendWell party or non-SpendWell party, any of SpendWell’s Confidential Information.
You understand and agree that your access to the Site, the Services and your account depends upon your compliance with the Term, as well as SpendWell’s decision to continue operating the Site and the Services. There is no guarantee that SpendWell will continue to offer the Services and SpendWell may simply discontinue the Service upon notice to you. SpendWell may also terminate your access to and your use of the Service and your account (or any user of your account) if you breach any of the Terms or you access or use the Service or your account in a manner that is not expressly authorized by SpendWell. In that event, SpendWell may, in addition to other remedies, terminate your access to the Service and your account. Regardless of the cause or basis for termination, you agree that you are not entitled to compensation of any kind as a result of the termination.
SpendWell grants you a personal, non-transferable, non-exclusive limited license to access the Site and to download and print limited copies of Content from the Site solely for: (a) your personal, non-commercial use, and provided that you do not delete or modify any copyright or other proprietary notices therefrom; or (b) as expressly permitted under any agreement currently in effect between you and SpendWell. Any other copying, use, distribution or modification of Content or any other property of SpendWell, whether in electronic or hard copy form, is strictly prohibited without the express prior written permission of SpendWell.
SpendWell and any other names of SpendWell or its websites, publications, products, content or services referenced on the Site are the exclusive trademarks or service marks, or intellectual property of SpendWell, including without limitation the “look and feel” of the Site and the color combinations, layout and other graphical elements of the Site. You may not use SpendWell’s trademarks or intellectual property in any manner without the express, written permission of SpendWell. Other product and company names that appear on the Site are subject to trademark or other rights of other parties.
The selection, arrangement, and presentation of all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, indexes, desktop tools, software and any other material or information used in connection with the Site (including information in the public domain) and the overall design of the Site are the exclusive property of SpendWell.
15. No Warranty
SpendWell does not warrant that any Content on the Site is accurate, complete, reliable, current or error-free. SpendWell does not warrant the Site will meet your requirements, or that your access or use of the Services will be uninterrupted, timely, secure or error-free, nor does SpendWell make any warranty whatsoever regarding the quality of any participating provider, products, services, information or any other material you obtain through the Site.
WE TRY TO KEEP SPENDWELL UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING SPENDWELL “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT SPENDWELL WILL BE SAFE OR SECURE. SPENDWELL IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
16. Limitation of Liability
SpendWell is not responsible for any loss or damage arising directly or indirectly from your use of the Services, or the interception or loss of any data transmitted to or from the Site. SpendWell shall have no liability whatsoever for failure of electronic or mechanical equipment or communication, telephone or other connection problems, computer viruses, unauthorized access or interception of data or the Site, theft, or errors. Your use of the Services and the submission of any information by you are at your own risk. If the information you post is confidential, defamatory or otherwise violates the rights of third parties, you may be legally responsible for damages. We will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with your use of the Services, even if we have been advised of the possibility of such damages.
Notwithstanding the above, our aggregate liability arising out of this statement or SpendWell will not exceed the greater of (1) the amount of fees you pay to SpendWell in the 12 months prior to the action giving rise to liability, or (2) \$500. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, SpendWell’s liability will be limited to the fullest extent permitted by applicable law.
You agree to indemnify, defend and hold SpendWell, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use of the Service, violation of the Terms, or infringement by you, or another user of the Service using your computer, or any intellectual property or any other right of any person or entity.
18. Linking to Other Websites
SpendWell has no control over other websites or other resources accessed through links on the Site. Any such links are provided for your convenience only, and do not constitute an endorsement of the linked site(s) or content by SpendWell. SpendWell makes no guarantees and disclaims any implied representations or warranties about the accuracy, relevance, timeliness, completeness, or appropriateness of these websites, the information contained in them or the products or services they provide. SpendWell shall not be liable, directly or indirectly, for any damage or loss incurred by you in connection with websites or resources accessed through links on the Site.
19. Linking to and Framing of the Site
You may not frame any SpendWell Content, or use any trademark, logo or other proprietary information on the Site, without SpendWell’s express written consent. You may not use SpendWell’s name or trademarks in any meta-tags or other hidden text without the express written consent of SpendWell. You may link to the Site for non-commercial purposes only. SpendWell reserves the right to demand you remove any such link at any time, for any or no reason, and at SpendWell’s sole discretion.
20. Electronic Communications
When you visit SpendWell or send emails to us, you are communicating with us electronically. You consent to receive commercial communications from us electronically, including email. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may revoke your consent to receive commercial communications from SpendWell at any time.
21. Governing Law and Disputes
The Terms, and any dispute that may arise between you and SpendWell, will be governed by the laws of the State of Oregon without regard to conflict of laws principles. The Terms, as may be amended from time to time, set forth the entire understanding between you and SpendWell as to the subject matter of the Terms, unless otherwise specifically provided under a written agreement, and supersede any prior agreements between you and SpendWell, whether oral or written, as to the subject matter of the Terms. Jurisdiction and exclusive venue will only be in the courts of Multnomah County, Oregon for any disputes arising out of or relating to the Terms.
If any provision of the Terms is found to be invalid or unenforceable, the remainder of the Terms shall remain in full force and effect, and all Terms shall be enforced to the fullest extent permitted by law. No waiver or failure to assert any provision of the Terms shall be valid unless in writing and signed by an officer of SpendWell. SpendWell may assign its rights and duties under the Terms to any party, at any time, without notice. SpendWell reserves all rights not expressly granted in the Terms.
23. ADA Minimum Terms and Conditions
By using SpendWellHealth.com, you also agree to the following terms and conditions of the American Dental Association (ADA):
A. End User License Grant
End User is hereby granted a non-exclusive, non-transferable right to use the CDT on this website at www.SpendWellHealth.com (hereinafter referred to as “Website”) and solely for non- commercial purposes. This License grants End User the right to search or query the Website and retrieve CDT codes and nomenclatures subject to the restrictions noted herein.
B. End User License Restrictions
Except as expressly permitted in the “License Grant”, End User may not and may not permit anyone else to: (a) to download CDT content, or to otherwise copy, cut, extract, excerpt, email, or print CDT content on or from the Website; (b) alter, amend, change or modify the CDT, including the CDT codes, nomenclature or other content of the CDT; (c) remove any copyright or other proprietary notices, labels or marks from the CDT or from Output created by using the Website; (d) distribute, sell, assign, lease or otherwise transfer the CDT, including the Code or any portion thereof, in any printed, machine-readable or other form to any other person, firm or entity, including but not limited to, as Output; or (e) use the CDT, whether on a time-sharing, remote job entry or other multiple user arrangement. End User shall take reasonable measures to maintain the security of the CDT.
IN NO EVENT SHALL END USER USE THE WEBSITE FOR OR ON BEHALF OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO USE OF THE WEBSITE TO PROVIDE CONSULTING, TIME-SHARING OR OUTSOURCING SERVICES OR TO ACT AS A SERVICE BUREAU OPERATION. END USER IS EXPRESSLY PROHIBITED FROM DISTRIBUTING OUTPUT, INCLUDING THE CODE OR PORTIONS THEREOF, TO ANY PERSON, FIRM OR ENTITY.
C. Ownership of Intellectual Property
End User acknowledges and agrees that ADA owns all right, title and interest (including all copyrights and other intellectual property rights) in the CDT (in all print and machine readable forms), all other rights of commercialization, rental or sale of the CDT or any part thereof, the right to make derivatives of the CDT and the right to distribute the CDT and copies thereof. End user acquires no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to End User herein this Agreement, all other rights in the CDT are owned and retained by ADA.
EXCEPT AS EXPRESSLY STATED HEREIN, THE CDT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. END USER BEARS ALL RISK RELATING TO QUALITY, ACCURACY AND PERFORMANCE OF THE CDT.
E. Limitation of Liability
IN NO EVENT WILL ADA BE LIABLE FOR ANY LOST PROFITS OR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OFTHIS LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE CDT OR DOCUMENTATION, EVEN IF ADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.
End User agrees to indemnify ADA (including reasonable attorneys' fees and costs of litigation) against and hold ADA harmless from any and all claims, liability, losses, damages and expenses resulting from End User's use of the CDT, in breach of any of the terms of this Agreement, or End User's use of any data or documentation received from ADA, regardless of the form of action.
G. Third Party Beneficiary
The End User License for the Eligible Website shall expressly state that ADA is a direct and intended third party beneficiary of the End User License between Licensee and End User; provided, however, ADA’s rights as a third party beneficiary are limited solely to the End User’s use of the CDT outside the scope of the End User License.
24. HSA Purchases Through SpendWell
SpendWell is not responsible or liable for purchases made through our marketplace that are not HSA eligible. Legislative changes can affect which products are HSA eligible. SpendWell makes commercially reasonable efforts to ensure that our store reflects all applicable laws, but you should check with your plan administrator if you have any questions about product eligibility or claims processing. The IRS sets guidelines for HSA programs, and you should verify that your purchase through SpendWell is HSA eligible.