Terms of Use – Mewa.io

Last Modified: September 2021

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Reform Labs, Inc. (“Company,” “we,” or “us”). The following terms and conditions, together with the Privacy Policy, (collectively, “Terms of Use”) govern your access to and use of mewa.io or other site designated by us to which you are being granted access pursuant to these Terms of Use (the “Site”), whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the Site. By using the Site, or by clicking “accept” or “agree” to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at mewa.io/privacy incorporated herein by reference. If you do not agree to these Terms of Use do NOT use this Site.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes.

Accessing the Site and Account Security

We reserve the right to amend this Site and any service or material we provide on the Site, in our sole discretion without notice. To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy (mewa.io/privacy) and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all information, Site, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

User Content

Subject to the limitations provided below regarding Protected Health Information, the Site may enable you to submit emails, provide certain content, data or other information (“Content”) to Reform Labs, your MEWA Administrator, Medical Insurance Brokers and Carriers, COBRA Administrators, among others. You can only post Content if you own all the rights to the Content or if the owner has given you permission. You do not transfer ownership of the Content you provide, submit, or post; however, by doing so, you grant Reform Labs the irrevocable right to use, copy, modify, publish, perform, transmit and display such Content in accordance with these Terms of Use, and you waive any moral rights you may have in such Content. Reform Labs will be free to use such Content for any reason whatsoever in compliance with the law. You understand and acknowledge that you are responsible for Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials or Content provided by any third parties.

Protected Health Information

You may be provided by Company with or have access to “Protected Health Information” and “Electronic Health Information”. The term “Protected Health Information” (hereinafter “PHI”) has the same meaning given to such term in 45 C.F.R. §160.103 and is limited to the information you received from or created or received on behalf of Company or one of Company’s clients. “PHI” includes without limitation “Electronic Protected Health Information”, which term means PHI which is transmitted by Electronic Media (as defined in the HIPAA Security and Privacy Rule) or maintained in Electronic Media. The term “HIPAA Security and Privacy Rule” refers to 45 C.F.R. Parts 160 and 164, as modified by the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), pursuant to Title XIII of Division A and Title IV of Division B, called the “Health Information Technology for Economic and Clinical Health” (“HITECH”) Act and any accompanying regulations and any other subsequently adopted amendments or regulations. The term “breach” shall have the same meaning given such term in 45 C.F.R. §160.

Except as otherwise defined this these Terms of Use, any and all capitalized terms relating to PHI shall have the definitions lset forth in the HIPAA Security and Privacy Rule. In the event of an inconsistency between the provisions of these Terms of Use and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of these Terms of Use are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of these Terms of Use shall control.

You hereby acknowledge and agree that all PHI that is created or received by Company and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Company or its clients to you or is created or received by you on behalf of Company or its clients shall be subject to these Terms of Use.

Availability of PHI

You agree to comply with any requests for restrictions on certain disclosures of PHI pursuant to Section 164.522 of the HIPAA Security and Privacy Rule to which Company or its clients has agreed and of which you are notified by Company. You shall make available PHI to the extent and in the manner required by Section 164.524 of the HIPAA Security and Privacy Rule. If you maintain PHI electronically, you agree to make such PHI electronically available to the applicable individual. You agree to make PHI available for amendment and incorporate any amendments to PHI in accordance with the requirements of 45 C.F.R. § 164.526 of the HIPAA Security and Privacy Rule. In addition, you agree to make PHI available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Security and Privacy Rule and Section 13405(c)(3) of the HITECH Act. You and Company shall cooperate in providing any accounting required on a timely basis.

Confidentiality and Security of Protected Health Information

If you receive PHI, you agree

to use or disclose any PHI solely: (1) for meeting your obligations as set forth in any arrangements with Company and/or its clients, or (2) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Company is required to disclose such information, or as otherwise permitted under these Terms of Use, the relevant arrangement with Company or its clients (if consistent with these Terms of Use and the HIPAA Security and Privacy Rule), or the HIPAA Security and Privacy Rule, and (3) as would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure were made by Company. All such uses and disclosures shall be subject to the limits set forth in 45 C.F.R. § 164.514 regarding limited data sets and 45 C.F.R. § 164.502(b) regarding the minimum necessary requirements;
at termination of the arrangement between you and Company and/or its clients (or any similar documentation of the applicable business relationship), or upon request of Company, whichever occurs first, if feasible, you will return or destroy all PHI received from or created or received by you on behalf of Company and/or its clients that you still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, you will extend the protections set out in these Terms of Use to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible;
to ensure that your agents, including a subcontractor, to whom you provide PHI received from or created by you on behalf of Company or its clients, agrees to the substantially same restrictions and conditions that apply to you with respect to such information, and agrees to implement reasonable and appropriate safeguards to protect any of such information which is Electronic Protected Health Information. In addition, you agree to take reasonable steps to ensure that your employees’ actions or omissions do not cause you to violate any provisions of these Terms of Use;
following the discovery of a breach of unsecured PHI, as defined in 45 C.F.R. §164.402, to notify the Company of such breach pursuant to the terms of 45 C.F.R. § 164.410 and cooperate in the breach analysis procedures of Company and/or its clients, including risk assessment, if requested. A breach shall be treated as discovered by you as of the first day on which such breach is known to you or, by exercising reasonable diligence, would have been known to you. You will provide such notification to Company without unreasonable delay and in no event later than five (5) business days after discovery of the breach. Such notification will contain the elements required in 45 C.F.R. § 164.410; and
pursuant to the HITECH Act and its implementing regulations, to comply with all additional applicable requirements of the Privacy Rule, including those contained in 45 C.F.R. §§ 164.502(e) and 164.504(e)(1)(ii), at such time as the requirements are applicable to you. You will not directly or indirectly receive remuneration in exchange for any PHI, subject to the exceptions contained in the HITECH Act, without a valid authorization from the applicable individual. You will not engage in any communication which might be deemed to be “marketing” under the HITECH Act. In addition, you will, pursuant to the HITECH Act and its implementing regulations, comply with all applicable requirements of the Security Rule, contained in 45 C.F.R. §§ 164.308, 164.310, 164.312 and 164.316, at such time as the requirements are applicable to you.

Notwithstanding the prohibitions set forth in these Terms of Use, you may use and disclose PHI as follows:

if necessary, for the proper management and administration of your entity or to carry out your legal responsibilities, provided that as to any such disclosure, the following requirements are met:
- the disclosure is required by law; or
- you obtain reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies you of any instances of which it is aware in which the confidentiality of the information has been breached.

You shall not de-identify or aggregate PHI, except as reasonably necessary for underwriting purposes on behalf of Company’s clients.

You will implement appropriate safeguards to prevent use or disclosure of PHI other than as permitted in these Terms of Use. You will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Company and/or its clients as required by the HIPAA Security and Privacy Rule. You acknowledge and agree that the Secretary of Health and Human Services shall have the right to audit your records and practices related to use and disclosure of PHI to ensure Company’s compliance with the terms of the HIPAA Security and Privacy Rule.

You shall report to Company any use or disclosure of PHI which is not in compliance with the terms of these Terms of Use of which it becomes aware. You shall report to Company any Security Incident of which it becomes aware. For purposes of these Terms of Use, “Security Incident” shall have the meaning given such term in 45 C.F.R. §164.304. In addition, you agree to mitigate, to the extent practicable, any harmful effect that is known to you of a use or disclosure of PHI by you in violation of the requirements of these Terms of Use.

You will provide the following information to Company regarding any unauthorized PHI or security incident:

The date and time that the event was discovered;
Contact information for communication purposes;
A complete description of the incident, its cause, and the effect it had on systems and data;
A description of the initial mitigation steps taken to contain the incident;
An assessment of the level of compromise to the data of Company and/or its clients;
Identify the nature of the disclosure;
Identify the specific PHI used or disclosed, including the names of the individuals whose PHI was breached;
Identify who made the use or disclosure and who received the PHI;
The action(s) taken by you to mitigate any deleterious effect(s) of use or disclosure;
The corrective action(s) taken or planned to prevent further breaches; and
Any other information reasonably requested by Company.

You will maintain a log of each report filed.

Termination of Access

Notwithstanding any other provision in these Terms of Use, we shall have the right to terminate your access to the Site immediately, with or without notice to you, and any arrangement with you at any time in our sole discretion for any or no reason, including if, in our opinion, we determine that you have violated any part of these Terms of Use. If we reasonably believe that you will violate any part of these Terms of Use, and where practicable, we give you notice of such belief within a reasonable time after forming such belief, and you fail to provide adequate written assurances to us that you will not breach the cited provision of these Terms of Use within a reasonable period of time given the specific circumstances, but in any event before the threatened breach is to occur, then we shall have the right to terminate your access to the Site and any arrangement with you immediately.

You agree that Company will not be liable to you or any third party for any termination of your access to the Site. Upon termination, the provisions of these Terms of Use that, by their nature are intended to survive termination or expiration shall continue to have effect.

Trademarks

The Company name, the terms “Reform Labs”, “Reform Health”, “mewa.io”, the Company logo, and all related product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or Site to and from the US or other countries).

Additionally, you agree not to:

Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
Otherwise attempt to interfere with the proper working of the Site.

Information About You and Your Visits to the Site

All information we collect on this Site is subject to our Privacy Policy (mewa.io/privacy). By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Site is based in the State of Delaware in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Exclusion of Damages; Limitation on Liability

IN NO EVENT WILL REFORM LABS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

THE TOTAL LIABILITY OF REFORM LABS AND ITS AND THEIR AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL BE LIMITED IN THE AGGREGATE TO FIFTY DOLLARS (US $50). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

Governing Law and Jurisdiction

All matters relating to the Site and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio, in each case located in the City of Cleveland, Cuyahoga County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND REFORM LABS OR ITS SUPPLIERS OR VENDORS, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT REFORM LABS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules applying Ohio law. Notwithstanding the foregoing, Company retains all rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of PHI provided by, or obtained on behalf of, Company by you or your officers, employees, subcontractors, or agents.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

We currently have various service offerings. If you subscribe to any such offerings, or if you have entered into a separate Master Services Agreement (“MSA”) with us, we may provide our services under a separate digitally or manually executed agreement. If there is any conflict between the terms such agreement and these Terms of Use, that agreement will supersede these Terms of Use to the extent of any conflict; provided, however, that any documentation of the arrangement between you and Company contains provisions relating to the use or disclosure of PHI that are more restrictive than provisions of these Terms of Use, the provisions of the more restrictive documentation will control. The provisions of these Terms of Use are intended to establish the minimum requirements regarding your use and disclosure of PHI. Absent a separately executed agreement between you and the Company, the Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Reform Labs regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Questions

If you have any questions, comments or requests relating to these Terms of Use, please send an email to legal@reformlabs.io.