Proxwell Terms & Conditions of Use.

Last Updated: 10/03/2023

Proxwell LLC (hereinafter: “Proxwell,” “Us,” or “We”), through its cross-channel cloud platform, provides a single source for an individual’s medical records and health care across providers and observers. Through this web-based application, those who have been legally granted access to the account can be directly involved in the care plan, including scheduling, coordinating, and confirming the medical care and daily activities of a loved one.

Only the primary paying subscriber and a limited number of additional Authorized Individuals may access Proxwell to participate as part of a patient care team. 

You must accept these Terms and Conditions of Use (“Terms”) to access the Proxwell Site and use the web-based Services (hereinafter, “the Services”). Please read these Terms and Conditions carefully before accessing the Site or using the Services.

These Terms and all applicable laws govern your access to the Site and use of the Services. These Terms constitute a legally binding agreement made between you, whether personally or on behalf of another entity, (“you” or “user”) and Performance Marketing Partners, Inc. d/b/a Proxwell, concerning access to the Site and use of the Services.  By accessing the Site and using the Services, you acknowledge that you read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING THE SITE AND USING THE SERVICES.

Definitions

1.  Owner – The Owner is the individual whose Personal Health Record is accessed through the Site and tracked using the Services.

2.  You or Your– You or Yours refers to Owner, Administrator, and Owner’s Authorized Individual(s). 

3.  Administrator – The Administrator accesses the Site and uses the Services on behalf of the Owner. The Administrator is independently legally authorized to access the Site and use the Services through, for example, power of attorney. 

4.  Authorized Individual – An Authorized Individual is someone Owner or Administrator authorizes to access the Site and use the Services to perform certain functions that support the development, maintenance, and implementation of the Services on Owner’s behalf. 

5. PHR - "PHR" refers to Owner’s Personal Health Record, which is an electronic application through which health information is maintained and managed by Owner, Administrator and Owner’s Authorized Individual(s) in a private, secure, and confidential environment.

6. PHI – “PHI” refers to Owner’s Personal Health Information, which may include, but is not limited to Your:

- name and personal contact information; 

- social security number

  - medical history, conditions, treatments, and medications

  - healthcare claims, health plan account numbers, bills, and insurance information

  - demographic information, such as age, gender, ethnicity, and occupation

- financial information 

  - computer information, such as your IP address and "cookie" preferences

6.  Provider. A healthcare provider, healthcare practice, or medical facility that you authorize to access your PHR and provide PHI by accessing the Site and using the Services. After you sign up for access to the Site and use of the Services, you may designate Authorized Individuals to review your PHR and access PHI by accessing the Site and using the Services.

Acceptance of Terms

By accessing the Site or using the Services, you affirm that you are at least 18 years old and capable of entering into a binding agreement. If you are accessing the Site or using the Services on behalf of a company or organization, you represent and warrant that you have the authority to bind such entity to these Terms.

Scope of this Agreement

The Site and Services are not medical or healthcare Sites or Services. The Site and Services do not provide medical, health, or other professional services or advice. Accessing the Site and using the Services do not replace proper medical care. It is the sole responsibility of the user to obtain proper medical consulting and treatment. The information presented in the Site and Services should not be used for treatment or dosing decisions. Proxwell expressly disclaims responsibility, and shall have no liability, for any damages, loss, injury, or liability suffered as a result of your access of the Site and your use of the Services. You may share or provide information and reports received in your account, but any sharing of information is your responsibility. The Site and Services provided are provided without warranty except as required by law or as otherwise expressly set forth in this agreement.

Intellectual Property 

The content, features, and functionality of the Site and Services, including but not limited to text, graphics, logos, images, audio clips, video clips, and software, are owned by or licensed to us and are protected by copyright, trademark, and other intellectual property laws. You may not modify, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, or sell any content or materials obtained from the Site and Services.

Account Registration

As a user of the Site and Services, you will be required to create an account. When creating an account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and are solely responsible for any activities that occur under your account. You must notify us immediately of any unauthorized use or suspected security breach of your account.

Third-Party Links

The Site and Services may contain links to third-party websites or services that are not owned or controlled by Proxwell. Proxwell has no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You access and use such third-party websites or services at your own risk.

User Conduct 

You agree to access the Site and use the Services in a manner consistent with all applicable laws and regulations and in accordance with these Terms. You are solely responsible for any content or information you submit, post, or display through accessing the Site and using the Services, and you must ensure that such content does not violate the rights of others, including intellectual property rights, privacy rights, or any applicable laws.

Accessing the Site and using the Services is optional.

Your login username and password are important to keeping your information confidential and protected. It is your responsibility to maintain the confidentiality of your username and password. Your username and password are only known to you and can be changed online at any time by you. Your password is not known by anyone at Proxwell.

The Site and Services include communication services that provide online access to medical records. You are solely responsible for any sharing of the content that you communicate to others. You may receive or review sensitive medical information in your account. If you have questions or concerns regarding health-related information conveyed by accessing the Site or using the Services, contact your health care provider. 

Any person with access to your account will be able to see any information in your account. You should periodically review authorized users for your account to ensure access is available only those who you wish to have access.

Provider Access

As part of the Site and Services, you may authorize Providers to access your PHR and PHI. You may access the Site and use the Services to share your PHR and PHI with the Providers and to communicate with Providers. Any access of the Site and use of the Services is entirely voluntary. If you authorize a Provider to access your PHR and PHI by accessing the Site and using the Services or communicate with you by accessing the Site and using the Services, the Provider may permit the Provider’s staff and other authorized users within the Provider’s facility to access your PHR and PHI and communicate with you by accessing the Site and using the Services as well.

You are responsible for confirming that any Provider authorized by you meet Powell’s criteria for participating in accessing the Site and using the Services. You acknowledge and agree that Proxwell is not responsible for any Provider or entity related to the Provider misidentifying itself and/or any misuse of data by the Provider or the Provider’s authorized personnel.  

You may revoke any Provider's, Administrator’s, or Authorized Individual's permission to 

(1) communicate with you by accessing the Site and using the Services; 

(2) request information from you or your account t by accessing the Site and using the Services; or 

(3) provide PHI to your PHR by accessing the Site and using the Services. 

However, copies of all of your PHR previously disclosed to such Providers, Administrator, or Authorized Individuals and incorporated into the records of the Providers', Administrator’s, or Authorized Individuals' records, if any, may remain in the records. Proxwell cannot, and has no obligation to, remove such information from the Provider's, Administrator’s, or Authorized Individual’s records.

You are required to review and assess the qualifications of your Providers and to make appropriate decisions with respect to Authorized Individuals. Proxwell does not examine the credentials of, perform background checks on, or give its endorsement to any Provider, Administrator, or Authorized Individual.

Authorized Individuals

To grant an Authorized Individual access to your account, you must specifically authorize Proxwell to permit access such Authorized Individual to your Proxwell account. When you grant access to an Authorized Individual, you may permit the Authorized Individual to:

(a) have the same level of access to your account as you have, i.e., the Authorized Individual will be authorized to access your Proxwell health record and to communicate with your Providers and/or engage in other transactions with your Providers to the same extent that you are able to access the Site and use the Services; or 

(b) have "read-only" access to your account, i.e., the Authorized Individual will be authorized to access your account ONLY, and will NOT be able to communicate with or otherwise engage in transactions with your Providers. Whether or not you grant an Authorized Individual full-access or read-only access to your account is your decision. 

You acknowledge and agree that: 

(a) you are solely responsible for verifying the identity of, and monitoring the use by, any entity you select as an Authorized Individual; and,

(b) Proxwell has no responsibility or liability in connection with any access to, or use of, your account and information by any Authorized Individual.

Any urgent or emergent information requiring immediate attention must not be conveyed by accessing the Site and using the Services. In the event of an emergency, call 9-1-1. 

Accessing the Site and Using the Services are not a substitute for direct contact with your healthcare provider. Not all healthcare providers will access the Site and use the Services, so the information contained in your account is incomplete and cannot be regarded as a full medical record. There is no guarantee any user with access to your account will review any of the information contained in it.

Prohibited Uses

You may not access the Site or use the Services for any purpose other than that for which we make the Site and Services available. The Site may not be accessed and the Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 

The following is a list of prohibitions on accessing the Site and using the Services:  

• resell or commercially access the Site and use the Services or its contents;

• use any false or inaccurate information for purposes of establishing an account with us;

• provide any information or take any other action with the purpose of establishing an account with us;

• harvest or otherwise collect information about others, including e-mail addresses, without their consent;

• collect or otherwise use any data located by accessing the Site and using the Services for litigation or legislative purposes;

• take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site and Services:

• use any device, software or routine to interfere or attempt to interfere with the proper working of the Site and Services or any activity being conducted on the Site and Services;

• allow any other person or entity to use your identifying information;

• attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site and Services

• accessing the Site or using the Services 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 software to and from the US or other countries);

• send, knowingly receive, upload, download, use, or re-use any material that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable;

• impersonate or attempt to impersonate Proxwell, a Proxwell representative, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

• engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site and Services, or which, as determined by us in our sole discretion, may harm Proxwell or those who access the Site or use the Services or expose them to liability.

• You further agree not to violate or attempt to violate the security of the Site and Services, including, without limitation, actions such as:

• accessing data not intended for you or logging into a server or account that you are not authorized to access;

• attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

• attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to or overloading, using any type of spyware or redirecting software, “flooding,” “spamming,” “mailbombing” or “crashing” the Site and Services;

• forcing the placement of cookies;

• sending unsolicited e-mail, including promotions and/or advertising of products or services; or

• forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

The Site and Services may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Proxwell without express written consent. You may not use any meta tags or any other “hidden text” utilizing Proxwell’s name or trademarks without our express written consent. Any unauthorized use terminates the permission granted by us. Proxwell reserves the right to terminate, block or restrict your access to the Site or use of the Services for any breach or violation of any term(s) of the Terms of Use, solely at Proxwell’s discretion and solely using Proxwell’s judgment.

Disclaimer of warranties and limitation of liability

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROXWELL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE AND SERVICES OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED IN THE SITE AND SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. 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 AND SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE AND SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PROXWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROXWELL DOES NOT WARRANT THAT THE SITE AND SERVICES, ITS SERVERS OR E-MAIL SENT FROM PROXWELL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROXWELL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM ACCESSING THE SITE OR USING THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnity 

You agree to indemnify and hold Proxwell its representatives, affiliates, officers, employees and agents harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that are asserted against Proxwell or you, that you assert or that you may assert, based on or relating to: your access to the Site or your use of the Services; breach of these Terms of Use; any breach of your representations and warranties set forth in these Terms of Use; your violation of rights of a third party, including but not limited to intellectual property rights; or any over harmful act toward any others who acces the Site or use the Services with whom you connected via the Site and Services. 

You further agree to indemnify and hold Proxwell and its representatives, affiliates, officers, employees and agents harmless from any and all losses resulting from claims of third parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you of any of the provisions of the Terms of Use.

Governing law

These Terms of Use and your access to the Site and use of the Services will be governed by the laws of the Commonwealth of Pennsylvania. All disputes under this Terms of Use shall be resolved by litigation in the courts of the Commonwealth of Pennsylvania including the federal courts thereof and you consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to you. You hereby consent and submit to the personal jurisdiction of such courts. 

Dispute Resolution

If the Parties to a dispute are unable to resolve the dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) Site. Your arbitration fees and your share of the arbitrator’s compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Philadelphia County, Pennsylvania. Except as otherwise provide herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason a dispute proceeds in court rather than in arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Philadelphia County, Pennsylvania, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction with the courts listed for jurisdiction above, and the parties agrees to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

Exceptions to Arbitration

The Parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within the portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

Interpretation

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.  These Terms of Use state the entire agreement between the parties relating to access to the Site and use of the Services. The Terms of Use may not be amended except as provided above.

Survivability

The intellectual property rights set forth in these Terms of Use, and any other provisions that by their sense and context are intended to have survive, shall survive the termination of permissions granted by the Terms of Use. 

Assignability 

The permissions and obligations granted by the Terms of Use is personal to you and may not be assigned to any third party or person.

Changes to the Terms

We reserve the right to modify or revise these Terms at any time without prior notice. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.