Terms of service

Effective date: October 1, 2019

Wally Health, Inc (www.hiwally.co) provides services, including the Wally Services, to healthcare and other service providers (Providers), enabling them to offer services to their patients. By using Wally Services you agree to the terms, conditions, and notices contained herein and our Privacy Policy (collectively, the “Terms”). These Terms are between you and Wally Health, Inc and its affiliates ("Wally" or "Us" or “We”). Please read the Terms carefully before you start to use the Wally Services. If you do not agree with these Terms, please do not access or use the Wally Services.

​We may modify these Terms or add additional terms from time to time to reflect, for instance, a change to the Wally Services or a change to the law. You should review the Terms regularly. Any changes to the Terms will be effective immediately upon being posted to the Wally Services. Continued use of the Wally Services after any changes to the Terms shall constitute your consent to such changes.

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1. Services provided​

Wally provides a software platform that enables Providers to offer their services directly to consumers and for consumers to purchase services directly from Providers. WALLY DOES NOT PROVIDE MEDICAL, DENTAL, OR HEALTH RELATED SERVICES AND DOES NOT PROVIDE INSURANCE OF ANY TYPE.

2. User right, obligations and restrictions​

Users. Wally is available to both Visitors and Members (collectively, "Users") of the Wally Services. You become a Wally Visitor (or "Visitor") by accessing any of the Wally Services. You become a Wally Member (or "Member") by purchasing a Provider service through the Wally Services. In order to use some of the Wally Services, you may be required to register for an account ("Wally Account"). In order to create a Wally Account, you will need to register, which includes providing us with your access credentials, such as an email address and password. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers, and symbols.

True and Accurate Information. As a User you agree to provide, as applicable, (i) true, accurate, current, and complete information about yourself when prompted; and (ii) maintain and properly update your Wally Account information to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that you have, or you intend to, violate these Terms, as determined in our sole discretion, we have the right to suspend or terminate, as applicable, your use of your Wally Account, the Wally Services, and Provider services (or any portion thereof).

Access Credentials. You are solely responsible for (i) authorizing, monitoring, controlling access to, and maintaining the strict confidentiality of your access credentials; (ii) not allowing another person to use your access credentials; and (iii) any damages that may be incurred as a result of your failure to maintain the strict confidentiality of your access credentials. Wally is not liable for any harm related to your disclosure of access credentials, or your decision (in violation of the Terms) to allow another person or entity to access and use the Wally Services using your access credentials. You must immediately notify Wally if you become aware of any unauthorized use of your access credentials or any other concerns that you have about the misuse or security of your Wally Account by using the contact information listed below.

No Responsibility for Provider Services. Any healthcare or other service you receive from a Provider shall be between you and the Provider, and we shall have no responsibility for such services. We shall not be responsible for any inaccuracies, misrepresentations, misdiagnoses, treatment errors, or other acts or omissions of the Providers.

Wally does not provide medical advice; respond to medical inquiries; endorse any Provider; endorse any specific medical procedure, test, or opinion; or make any representation or warranties with respect to a Provider or the quality of services they may provide. Wally is not responsible for the healthcare or related services that a Provider may provide.

No Guarantee of Provider or Provider Services. We cannot guarantee that Providers or their services listed in the Wally Services will be available. Providers may choose to dis-enroll from, or not participate in, Wally at any time or change the services they offer. Although we cannot guarantee that Providers are available and can provide the desired services, we will use commercially reasonable efforts to ensure that all Provider listings within Wally Services are as accurate as possible.

Content for Informational Purposes Only. Wally provides content relevant to the Provider services that are offered on the Wally Services. The content provided in Wally Services, including information about participating Providers and their services, is provided for informational purposes only. If you choose to rely on any content on the Wally Services, you do so at your own risk.

You Will Not Misuse the Wally Services. The Wally Services are intended for your personal, noncommercial use in accordance with the Terms. You agree that you will not (i) use Wally Services for any purpose that is unlawful or prohibited by these Terms; (ii) copy, display, or distribute any part of the Wally Services in any medium, without our prior written consent; (iii) use the Wally Services in whole or part, or any benefit thereof, for any commercial purpose, including, but not limited to, selling, bartering, disposing of, or otherwise transferring any services obtained through the Wally Services in violation of these Terms or any of the Providers’ terms and conditions without our express written permission or the express written permission of the applicable Provider; (iv) use the Wally Services in any manner which could damage, disable, overburden, or impair Wally or interfere with any other party's use and benefit of the Wally Services; (v) use any automated devices, such as spiders, robots, or data mining techniques, to catalog, download, store, reproduce, or distribute content available on the Wally Services; manipulate the Wally Services; or otherwise exceed the limited access granted to you by us; (vi) take action to interfere with, interrupt, destroy, or limit the functionality of the Wally Services or any computer software or hardware or telecommunications equipment; or (vii) distribute or transmit any content or software or other computer files that contain a computer virus or other harmful component.

You Must Be 18 Years of Age to Use the Wally Services. Individuals under the age of 18 may utilize the Wally Services only under the supervision of a parent or legal guardian, under such person's Wally Account, and otherwise subject to these Terms.

Account Sharing. Because Wally allows its Members to add their family and friends to one Wally Account, it may become necessary for Wally to send care-related information of a Wally Member to the Wally originating Member who is responsible for and/or listed on the Wally Account. This disclosure may include information related to health care treatment. You hereby agree to hold Wally harmless for any losses or injuries that arise, directly or indirectly, from Wally’s sharing of your information with other Wally Members that share your Wally Account.

License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non- transferable license to: (i) download and install a copy of the Wally mobile app on any mobile device or computer that you own or control and to run such copy solely for your own personal use; (ii) view text, graphics, images, audio, video, or information (collectively, "Content") that we make available through the Wally Services, including any Content licensed from a third party; and (iii) view any Content that a User posts, uploads, publishes, submits, or transmits for public dissemination and to be made available through the Wally Services ("User Content") to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Wally Services or Content, except as expressly permitted in these Terms or in express written consent from Wally. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.  

How We May Contact You. If you become a Member, we may use automated telephone dialing, text messaging systems and electronic mail to provide messages to you about scheduled payments, missed payments, support, and other important information. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. You give us your permission to call or send a text message to any telephone number you have given us or you give to us in the future and to play pre-recorded messages or send text messages over the phone. You also give us permission to communicate such information to you by e-mail. You understand that, when you receive such calls, texts, or e-mails, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services. You agree that we will not be liable to you for any fees, inconvenience, annoyance or loss of privacy in connection with such calls, texts, or e- mails. You understand that anyone with access to your telephone or email account may listen to or read the messages, notwithstanding our efforts to communicate only with you. If a telephone number(s) you have provided to us changes, or if you cease to be the owner, subscriber or primary user such telephone number(s), you agree to immediately give us notice of such facts so that we may update our records.

Copyright. The Wally Services and associated Content are owned by Wally or licensed by Wally from third parties, such as the American Dental Association and FairHealth. All rights reserved. You may not, except with our express written permission, distribute or commercially exploit the Content that appears on the Wally Services. Nor may you transmit it or store it in any other web site or other form of electronic retrieval system. Any unauthorized redistribution or re-servicing of any part or all of the Content in any form is prohibited.

Trademarks. The Content on the Wally Services, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, service and program names, slogans, and the compilation of the foregoing is protected in the U.S. and internationally under trademark and other intellectual property laws. You agree that you will not remove or alter any author, trademark, or other proprietary notice or legend displayed on the Wally Services (or printed pages produced from the Wally Services).

You further agree to in no other way use any Content that appears on the Wally Services in a manner that is likely to cause confusion among consumers or that disparages or discredits Wally.

Posting Content. Some of the Wally Services allow you to upload, submit, store, send, or receive content ("User Content"). You retain ownership of any intellectual property rights that you hold in User Content. In short, what belongs to you stays yours. However, by posting any User Content, you hereby grant us a non-exclusive, sub-licensable, worldwide, fully-paid, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. You will follow these rules when posting User Content: (i) you will not post any content that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (ii) you will not post any content protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (iii) you will not post personal information about yourself or other Users; (iv) you will not post any content intended for a commercial purpose, including advertisements, without the prior express written approval of Wally; (v) you will not post any content that impersonates or misrepresents your affiliation with any person or organization; and (vi) you will not post any material that contains malware, which could impair the functionality of Wally.

We reserve the right to monitor the User Content that is posted on the Wally Services. We also reserve the right, in our sole discretion, to remove any User Content that we deem is posted in violation of the Terms.

Links to Third Party Web Sites. Wally Services may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of Wally, and Wally is not responsible for the contents of any Linked Site. Wally is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Wally of the site, Linked Site or any association with its operators.

Licenses to Third Party Content. If you choose to purchase a product or service from a party other than Wally, including products manufactured by Wally or services delivered in part by Wally, please note that your ability to return said products, receive a refund, receive repair services, or other remedies, is governed by your contract with the third party, and not Wally. To the fullest extent allowed by applicable law, Wally shall have no liability or responsibilities towards you based on your dealings with any third party.

Accuracy of Content. Although we strive to ensure the accuracy of the Content on or available through the Wally Services, the Content may include inaccuracies or typographical errors. We cannot be held responsible by you for the accuracy of such Content. Content on the Wally Services may include User Content. We are not responsible for any User Content that is posted on the Wally Services and do not guarantee its accuracy or completeness. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all Content, including User Content, provided on the Wally Services.  

Online Payments. You can purchase services on the Site. Payment processing services for our Site are provided by Stripe (and other third party service providers) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Use or using our Services, you agree to be bound by the Stripe Services Agreement and other applicable third party payment providers terms of use, as they may be modified from time to time by the applicable third party. As a condition of Wally Health enabling payment processing services through Stripe and our other third party service providers, you agree to provide Wally Health accurate and complete information about you and your business (as applicable), and you authorize Wally Health to share it and transaction information related to your use of the payment processing services provided by Stripe and other third party service providers.

Wally Health may obtain pre-approval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

You represent and warrant that if you are making online payments that (a) any credit card, debit card, and bank/financial account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

3. Disclosures

Here is some important information to consider when purchasing a Membership Plan through the Wally Services:

4. Disclaimers​

NO WARRANTY. ALL CONTENT, INFORMATION, SERVICES, AND RELATED GRAPHICS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WALLY AND/OR ITS SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, INFORMATION, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE WALLY SERVICES FOR ANY PURPOSE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WALLY AND/OR ITS SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, WITH REGARD TO THE CONTENT, INFORMATION, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WALLY EXPRESSLY DISAVOWS ANY WARRANTY OR GUARANTEE OF ANY KIND ON THE TITLE OR QUALITY OF ANY WALLY SERVICE OR PROVIDER SERVICE PURCHASED OR OTHERWISE OBTAINED FROM THE WALLY SERVICES.

INDEMNIFICATION. ANY CONTENT OR SERVICES OBTAINED FROM THE WALLY SERVICES IN ANY MANNER WHATSOEVER ARE DONE AT YOUR OWN RISK. YOU HEREBY AGREE TO FULLY INDEMNIFY AND HOLD US HARMLESS FROM ANY AND ALL LIABILITY THAT MAY ARISE AS A RESULT OF ANY TRANSACTION OCCURRING BECAUSE OF YOUR USE OF THE WALLY SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LIABILITY OR CAUSE OF ACTION WHICH RESULTS FROM OUR NEGLIGENCE, GROSS NEGLIGENCE, OR RECKLESSNESS. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. ADDITIONALLY, THIS LIABILITY WAIVER AND INDEMNITY PARAGRAPH CONTAINS AND LIMITS ANY LIABILITY OF OURS ARISING FROM ANY STRICT LIABILITY OR INTENTIONAL TORT WE CAUSE, EITHER PROXIMATELY OR OTHERWISE, TO ANYONE.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IN NO EVENT SHALL WALLY AND/OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF WALLY, WITH THE DELAY OR INABILITY TO USE WALLY OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, INFORMATION, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH WALLY, OR OTHERWISE ARISING OUT OF THE USE OF WALLY SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WALLY OR ANY OF ITS SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WALLY SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WALLY SERVICES.

System Outages, Slowdowns, and Capacity Limitations. At times you may experience difficulty accessing the Wally Services or communicating with Wally through the internet or other electronic services as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems. Any computer system or other electronic device, whether it is yours, an internet service provider’s, or Wally's, can experience unanticipated outages or slowdowns or have capacity limitations. Wally makes no warranty whatsoever to you, express or implied, regarding the availability of the internet or cell or data service.

Protecting Your Devices and Wally Account. Wally makes no warranty whatsoever to you, express or implied, regarding the security of the Wally Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Wally Services. You acknowledge and agree that you are solely responsible for maintaining the security of your devices. Wally is not responsible for any losses resulting from the loss or theft of your device or the loss or theft of your information transmitted from or stored on your devices.

5. Termination by us

We may terminate your Wally Account at our discretion without notice. If we do so, your Provider at their discretion may fulfill the services that you purchased or give you a prorated refund based on the number of months remaining on your Provider services. However, your Provider will not be obligated to provide any refund for termination related to conduct that we determine, in our discretion, violates these Terms or any applicable law, involves fraud or misuse of the Wally Services, or is harmful to our interests, a Provider’s interests, or another User. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

6.  Jurisdiction, applicable law and mandatory arbitration

Choice of Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

Mandatory Arbitration; Jury Trial and Class Action Waiver. The parties agree that any dispute, controversy or claim arising from or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, your access to or use of Wally Services at any time, whether before or after the date you agreed to the Terms, the relationships resulting from any of the foregoing, or the arbitrability of any claim or dispute, must be resolved by binding arbitration, and not by a judge or jury in a court of law. However, you and Wally each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If the AAA is unable to serve and the parties cannot agree on a replacement, a court with jurisdiction will select the administrator or arbitrator. The Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq., governs the interpretation and enforcement of this provision. The parties knowingly and voluntarily waive any right (a) to a trial by judge or jury, (b) to participate in a class action or other representative action in court or in class-wide arbitration, whether as a class representative, class member, private attorney general or otherwise, or (c) to join or consolidate claims in arbitration. If a determination is made that the class action waiver is invalid or unenforceable, only this sentence of this arbitration provision will remain in force and the remainder of this arbitration provision shall be null and void, provided that the determination concerning the class action waiver shall be subject to appeal. This arbitration provision shall survive any assignment, cancellation or termination or the bankruptcy of any party. The arbitrator’s decision will be final and binding, except for any appeal rights under the FAA. In the event of any conflict between this arbitration provision and the Terms or the AAA rules, this arbitration provision will govern.

Severability. Except as set forth in the Mandatory Arbitration provision above, if any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.  

Whole Agreement. Unless otherwise specified herein, these Terms constitute the entire agreement between the User and Wally with respect to Wally and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the User and Wally with respect to Wally. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents are drawn up in English.

Force majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

7. Assignment

These Terms may be assigned by us, without your consent, to (i) a parent or subsidiary; (ii) an acquirer of Wally, INC or any of its assets; or (iii) a successor by merger.

8. Contact us

If you have any questions or concerns, please contact us by email at hi@hiwally.co or by calling 1-617-286-4858.