Ivim at Work Terms and Conditions

July 14, 2024

IVIM CUSTOMER TERMS AND CONDITIONS

These IVIM Customer Terms and Conditions (these “Terms”) govern the Program services provided by the IVIM Parties to the Customer. Customer has agreed to obtain from IVIM the Program services for and on behalf of the Eligible Participant pursuant to an enterprise order form (“Order Form”), effective as of the date indicated on such Order Form (“Effective Date”). These Terms govern Customer’s purchase of the right to access the Program, and, together with the applicable Order Form, constitute the entire agreement between IVIM, Provider Group, and Customer regarding the Program. In the event of any conflict between these Terms and an Order Form, the terms set forth in the Order Form shall control.  

  1. Program. IVIM provides a Platform through which Members may access IVIM’s weight loss program. Provider Group’s physicians and other qualified healthcare professionals (the “Providers”) will deliver telehealth consultations to Members through synchronous and asynchronous modalities through the Platform and facilitate the ordering of prescription weight loss related medications from independent pharmacies (the “Program”). Eligible Participants may activate their account and receive telehealth services only after agreeing to IVIM’s Platform Terms and Conditions, consenting to Provider Group’s Informed Consent and acknowledging IVIM’s Privacy Policy, and otherwise completes the sign-up process, as determined by IVIM. 
  2. IVIM and Provider Group Responsibilities.  
    1. IVIM will provide and grant to Customer a non-exclusive, non-transferable, limited license to use materials developed or provided to Customer by IVIM related to the Program, its marketing, implementation and use (“Program Content”) to satisfy its obligations in Section 3.e.  
    2. Provider Group will maintain reasonable procedures to confirm Providers are duly licensed and qualified to practice their respective professions in the state where the telehealth consultations are provided and are technologically proficient and trained in telehealth consultations.  
    3. Provider Group will prepare and maintain medical records in accordance with all applicable law. All medical records generated by the Program shall be the property of the Provider Group. 
    4. During the Term, IVIM and Provider Group (as applicable) will maintain in full force and effect, at their own expense, insurance coverage that equal or exceeds the requirements of applicable law. 
  3. Customer Responsibilities.  
    1. Customer acknowledges and represents that (i) the Program may be part of the medical benefit plan or similar program that Customer provides or offers for the benefit of Customer’s employees and their dependents (the “Customer Benefits Plan”), and (ii) Customer is solely responsible for complying with the Employee Retirement Income Security Act (ERISA), the Patient Protection and Affordable Care Act (PPACA), and other applicable law governing the Customer Benefits Plan, including, without limitation, any such provisions or rules relating to annual or lifetime benefit limits, preventive care, maximum out-of-pocket or cost-sharing restrictions, continuation coverage requirements, HIPAA privacy, wellness regulations, state insurance rules and regulations, and any required coordination of the benefits provided through the Program with the benefits otherwise available under Customer Benefits Plan.  
    2. Customer represents and warrants that the signatory of the Order Form has the authority to enter into these Terms.  
    3. Customer acknowledges that IVIM will not share identifiable Member data with Customer. Customer agrees not to attempt to identify any individual employees using the information IVIM provides to Customer. 
    4. If IVIM issues an activation code (the “Code”) to Customer, Customer will distribute such Code to all Eligible Participants. Each Eligible Participant who presents the Code via the IVIM app and agrees to the Platform Terms and Conditions will become a Member. A Member’s participation in the Program will terminate when the Member notifies IVIM of their desire to discontinue the Program or becomes ineligible to participate, or when the Agreement expires or otherwise terminates. 
    5. Customer will promote the Program to Eligible Participants via digital (including app, email, chat) and telephonic channels.  
  4. Payment Terms. Customer shall pay processor upon receipt of an Invoice or a claim, in the amounts and as required in the Order Form. Processor will forward payment to the IVIM Parties. Any amount not paid within 30 days from the date of invoice shall become subject to a finance charge equal to a simple rate of interest that is calculated on a daily basis and at a rate that is the lesser of (a) one and one-half percent (1.5%) and (b) the highest rate permissible under applicable law. Failure to pay as set forth in this section and the Order Form shall provide IVIM with the right to terminate these Terms consistent with Section 6 below. 
  5. Publicity. Other than as provided in these Terms, neither Customer nor IVIM will use for publicity, promotion or otherwise, any logo, name or mark of the other party without that party’s prior, written, express consent. Notwithstanding the foregoing, (a) IVIM may identify Customer as a user of the Program, and Customer may identify IVIM a provider of Member benefits; and (b) Customer may use IVIM’s name and logo on promotional material that includes the Program Content to publicize the Program to Eligible Participants. The Parties may publicly announce they have entered into these Terms, but neither shall disclose the specific terms of the Order Form or these Terms (including pricing) to any third party. 
  6. Term and Termination. The term of these Terms shall be as set forth in the Order Form. Either party may terminate the Order Form and these terms: (a) without cause upon thirty (30) days prior written notice to the other party, and (b) for cause upon material breach by the other party, provided that such material breach continues uncured for thirty (30) days after receipt by the breaching party of written notice from the other party specifying such breach (including, but not limited to Customer’s failure to make payment as set forth in Section 4 in these Terms. 
  7. Confidentiality. Each party will keep confidential and not disclose, use, modify, copy, reproduce or otherwise divulge to any other person, except in the good faith performance of such party’s duties and responsibilities under the Order Form or these Terms, or use for such party’s own benefit or the benefit of any other person, all Confidential Information of the other party; provided, however, that a party may disclose the Confidential Information of the other party if and only to the extent that applicable law or valid legal process compels such disclosure; provided that to the extent legally permitted, as soon as reasonably practicable before such disclosure, such disclosing party give the non-disclosing party prompt written notice of such disclosure to enable non-disclosing party to seek a protective order or otherwise preserve the confidentiality of such information. For the purposes of this Section 7, “Confidential information” means all confidential, proprietary and trade secret information (including all tangible and intangible embodiments thereof) that concerns a party, its business, the services, processes, or products offered by such party, personnel information, contracts and contractual relations, pricing and financial information, and any other information or data that a party treats as proprietary or designates as confidential information; provided, however, that “Confidential Information” does not include any information that has been made generally available to the public (other than through a party’s breach of this Agreement or by a third-party’s breach of a confidentiality covenant). Upon termination of the Order Form and these Terms, Customer shall return to IVIM, or upon IVIM’s instruction, destroy, all Confidential Information in its possession, custody, or control. 
  8. Intellectual Property. Customer acknowledges that all materials relating to the Program (including, without limitation, the Platform and the Program content) that are developed by or on behalf of IVIM or Provider Group, and all trade names, marks, trademarks, and logos that are used by the IVIM Parties, are the unique intellectual property of IVIM (the “Intellectual Property”), even if Customer or its employees or contractors may have contributed or joined in the development of the Intellectual Property, and shall remain the sole and exclusive property of IVIM. IVIM shall exclusively own and retain all right, title and interest in and to the Intellectual Property. All non-public Intellectual Property shall be deemed IVIM’s Confidential Information. 
  9. Indemnification. Each party shall be responsible for its own acts or omissions and any and all claims, liabilities, injuries, suits and demands and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect caused or alleged to have been caused by either party, their employees, or representatives, in the performance or omission of any act or responsibility of either Party under the Order Form or these Terms. In the event that a claim is made against both parties, it is the intent of both parties to cooperate in the defense of said claim and to cause their insurers to do likewise.  
  10. Disclaimer and Limitations of Liability. THE PLATFORM IS PROVIDED TO MEMBERS “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. THE IVIM PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE IVIM PARTIES DO NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EACH PARTY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL THE IVIM PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE IVIM PARTIES’ PERFORMANCE UNDER THE ORDER FORM AND THESE TERMS, OR USE OF OR INABILITY TO USE THE PROGRAM SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF IVIM OR PROVIDER GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT IVIM DOES NOT ENGAGE IN THE PERFORMANCE OR DELIVERY OF MEDICAL OR HEALTHCARE SERVICES. 
  11. Miscellaneous.  
    1. The Order Form or these Terms constitute the complete agreement and understanding among the Customer and the IVIM Parties regarding the subject matter of the Order Form or these Terms and supersedes any prior understandings, agreement or representations regarding the subject matter of the Order Form or these Terms. 
    2. All notices required under these Terms shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier or by email, and shall be deemed to have been received when delivered in person or as of the date recorded on a signature card or similar proof of receipt, or electronically confirmed if delivered by email, to the address on the signature blocks at the end of the Order Form.  
    3. Customer may not assign or transfer the Order Form or these Terms without the prior written consent of IVIM. IVIM may assign or transfer the Order Form and these Terms, and/or any of its rights, duties, or obligations hereunder to any entity that is an Affiliate or subsidiary of IVIM or any successor organization assuming a controlling interest in IVIM or its assets.  
    4. THE ORDER FORM AND THESE TERMS ARE GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 
    5. Except as expressly provided below in this Section 11.e, all controversies, claims and disputes arising from or relating to this Agreement will be resolved by final and binding arbitration before a single neutral arbitrator located in Michigan, conducted under the applicable rules of the American Arbitration Association.  The arbitrator’s award will be final and binding upon the Parties and judgment may be entered on the award.  Each Party expressly waives its right to have any controversies, claims or dispute arising from or related to this Agreement decided by a court or jury. The Parties and the arbitrator will maintain in confidence the existence of the arbitration proceeding, all materials filed in conjunction therewith and the substance of the underlying dispute unless and then only to the extent that disclosure is otherwise required by applicable law.  
    6. If any court of competent jurisdiction holds any provision of the Order Form or these Terms invalid or unenforceable, then the other provisions of the Order Form or these Terms will remain in full force and effect.  Any provision of the Order Form or these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.  
    7. No waiver, including any waiver of breach, shall be valid unless in writing and signed by the parties.  
    8. Sections 7 through 11 shall survive expiration, nonrenewal, or termination of the Order Form and these Terms.