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terms of use

COPAY

TERMS OF USE

Last Updated: April 2026

AGREEMENT TO OUR TERMS OF USE

PLEASE READ THESE TERMS OF USE (THESE "TERMS") CAREFULLY BEFORE ACCEPTING THESE TERMS, UNDER WHICH YOU WILL BE AUTHORIZED TO USE THE HOSTED SOFTWARE AND SUBSCRIPTION SERVICE AND MOBILE APP OF COPAY TECHNOLOGIES, LLC ("COPAY," "we," "us," "our"). BY CLICKING A BOX INDICATING THAT YOU ACCEPT THESE TERMS OR BY USING COPAY'S SOFTWARE OR SUBSCRIPTION SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO COPAY'S SERVICES, INCLUDING THE DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND MANDATORY ARBITRATION TERMS IN SECTIONS 12, 13, 14, AND 16. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK TO ACCEPT THEM OR USE COPAY'S SERVICES.

We operate the website www.yourcopay.com (the "Site") and the mobile application "Copay" (the "App") and provide other products and services (collectively, the "Services"), all of which are subject to these Terms unless different terms are provided by us. Supplemental terms and conditions or documents that may be posted on the Site or otherwise provided in connection with our Services from time to time are hereby expressly incorporated herein by reference.

Changes to Terms: We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms, and we may also notify you of material changes by posting a notice on our Site or requiring you to accept the new version of these Terms in order to continue accessing our Services. If you object to any changes in these Terms, you may discontinue your use of the Services. You waive any right to receive specific notice of changes to these Terms. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

TABLE OF CONTENTS

1. OUR SERVICES; RIGHTS AND RESTRICTIONS
2. FACILITY REVIEWS AND OTHER USER CONTRIBUTIONS
3. INTELLECTUAL PROPERTY RIGHTS
4. FEES
5. APPLE AND GOOGLE TERMS
6. SOCIAL MEDIA
7. THIRD-PARTY WEBSITES AND CONTENT
8. ADVERTISERS
9. SERVICES MANAGEMENT
10. PERSONAL DATA AND PRIVACY POLICY
11. TERM AND TERMINATION
12. DISCLAIMERS
13. LIMITATIONS OF LIABILITY
14. INDEMNIFICATION
15. GOVERNING LAW
16. BINDING INDIVIDUAL ARBITRATION
17. ELECTRONIC COMMUNICATIONS
18. MISCELLANEOUS
19. CONTACT US

1. OUR SERVICES; RIGHTS AND RESTRICTIONS

a. Description of General Services. Our Services on the Site and App enable you to type in a particular medical issue and receive a list of medical care facilities ("Facilities") in your geographic area that may provide the type of health care that you are seeking, including a display of the aggregate healthcare costs at such providing Facilities based on insurance and health plan for that type of care. We also provide user ratings and reviews for Facilities and encourage users to provide us with their own ratings and comments on their experiences for the Facilities they use.

b. Bill Defender Service Terms. In addition to the Services described above, Copay now offers Bill Defender, an optional, fee-based additional Service that is available to subscribers to the primary Copay Services described in Section 1(a). Bill Defender allows you to submit your line-item medical bills to this Service for analysis by Bill Defender and obtain detailed feedback on your bills, including identifying medical procedures and services for which you may have been overcharged, identifying pricing errors, and flagging potential inaccuracies, such as procedures that were not performed.

In addition to the other provisions of these Terms, you agree to the following additional terms if you subscribe to or use Bill Defender:

· You confirm that you are voluntarily providing your medical bill information to Copay. You may redact information prior to submission except for those billing details required by Copay to perform its medical bill analysis, which include the date, description, location, and cost of each medical procedure.

· You agree that Copay is authorized to use such information and data solely in order to provide the Bill Defender Service to you and for purposes of improving its Services generally, including analyzing billing patterns, testing algorithms, improving review accuracy, and internal quality assurance. Copay may aggregate and/or de-identify the information contained in your medical bills submitted to this Service and use it for its other products and services, such as, for example, including the pricing and diagnosis information obtained through Bill Defender for our other products in a de-identified form. However, Copay will not sell or share your original, identifiable data and will not use it for marketing without your separate written consent.

· Copay is not a business associate under the Health Insurance Portability and Accountability Act (HIPAA) and is not a medical or healthcare services provider subject to HIPAA. Because of this, HIPAA privacy rules do not apply to the health information or other data that you provide directly to Copay. However, Copay has voluntarily adopted HIPAA-inspired security practices, including secure storage, restricted internal access, and encryption for electronic transmission where feasible. This voluntary commitment does not create liability under HIPAA, but reflects Copay's privacy standards.

· Copay will also use reasonable administrative, technical, and physical safeguards to protect your personal and medical information from unauthorized access or disclosure. However, once your data is aggregated or de-identified, it may be used without restriction. You understand that no digital system can guarantee absolute security and accept the risks of electronic transmission and storage.

c. Your Rights and Licenses to Access and Use the Services. Subject to your compliance with these Terms, including the restrictions below, we grant you a non-exclusive, non-transferable, revocable right and (where applicable) license to:

· access and use the App and Site and the Services provided therein for their proper, intended purposes;

· use the User Contributions (as defined in Section 2 below) provided via the Services for your personal, non-commercial use;

· add your own User Contributions to the Services; and

· download, copy, print, and save the results of your inquiries to the Services, solely for your personal, non-commercial use.

d. AI Use. You agree that Copay may use artificial intelligence (AI) tools to process your data for purposes of providing Services to you and improving and training its Services and software, including Copay's internal AI tools. Your data may also be provided to a third-party AI service provider of Copay solely in order to provide Services to you. Copay commits not to permit any third-party AI service provider to store your data (other than temporarily as needed for the particular Service being provided to you) or to use your data for training its AI. Copay also commits not to use AI in any manner that would violate state or federal law, including discriminating against a protected class.

e. User Registration. You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

f. Your Warranties to Us. By using the Services, you represent and warrant that: (1) all registration information and additional data that you submit to us will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

g. Restrictions on Your Use of Our Services. Except as set out in this Section or elsewhere in our Terms, no part of the Services and no Content (as defined in Section 3.a) or our trademarks, trade name, or service marks (collectively, "Marks") may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If you wish to make any use of the Services, Content, or Marks other than as set out in these Terms, please address your request to: info@yourcopay.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

h. Software Restrictions. You agree to comply with the following usage restrictions with respect to our software Services hosted on our Site and provided in the App (collectively the "Software"):

· You will not modify, adapt, translate, rent, lease, loan, resell for profit, distribute, network, or create derivative works of the Software; copy any features, functions or graphics of the Software; or use access to the Software in order to build a competing product or service.

· Except to the extent applicable laws expressly grant any rights to do so, you will not reverse engineer, disassemble, decompile or otherwise attempt to derive source code, trade secrets, algorithms, programming methods or trade secrets from the Software.

· You will use the Software only for its intended purposes and not use it in any way that may injure any person.

· You will not use the Software in any manner that could damage, disable, overburden, or impair the Software or interfere with any other party's use and enjoyment of the Software.

· You will not do anything with the Software that violates any law, regulation, or privacy requirement.

· You will not obtain or attempt to obtain any materials or information on or through the Software through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.

· You will not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor the Software or any of its contents.

· You will not upload to the Software any viruses or other malware, or any libelous or unlawful content or any material that may cause harm or injury, or that violate any person's right of privacy or any copyright, trademark, or other intellectual property rights.

i. Modifications and Interruptions in Service. We reserve the right to change, modify, remove or discontinue Services and/or any contents of the Services at any time or for any reason at our sole discretion without notice. We have no obligation to update any User Contributions or other information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

j. Submissions and Feedback: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and may use and disseminate it for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

2. FACILITY REVIEWS AND OTHER USER CONTRIBUTIONS. The Services may invite and enable you and other users to provide us with your ratings, reviews, and comments on the Facilities that you have used, as well as to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality that we may provide on the Site or through other Services, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "User Contributions"). Your User Contributions may be viewable by other users of the Services and through third-party websites. The following terms apply to all User Contributions:

a. Guidelines for Facility Reviews. We may provide you areas on the Services to leave reviews or ratings of Facilities. When posting a review, you must comply with the following criteria:

· you should have firsthand experience with the person/entity being reviewed;

· you should not be affiliated with competitors if posting negative reviews;

· you should not make any conclusions as to the legality of conduct;

· you may not post any false or misleading statements;

· you may not organize or participate in a campaign encouraging others to post reviews, whether positive or negative; and

· your review complies with the additional warranties in Section 2.b below relating to User Contributions.

b. Your Warranties. When you create or make available to Copay and/or other users of our Services any User Contributions, in addition to your obligations in Section 2.a above relating to Facility reviews, you represent and warrant that:

· The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

· You are the creator and owner of or have any and all necessary rights and permissions to provide your User Contributions and to authorize us and other users of the Services to use your User Contributions in any manner contemplated by the Services and these Terms.

· Your User Contributions are not false, inaccurate, or misleading.

· Your User Contributions do not contain any unsolicited or unauthorized advertising, promotional materials, pyramid schemes, spam, or other forms of solicitation.

· Your User Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as reasonably determined by us).

· Your User Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

· Your User Contributions are not being provided or used by you or your associates to harass or threaten any other person or entity.

· Your User Contributions do not violate these Terms or any applicable law, regulation, or rule, including laws against child pornography or otherwise protecting minors.

· Your User Contributions do not violate the privacy or publicity rights of any third party or violate any confidentiality obligations owed to any third party.

· Your User Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services or legal liability. You are solely responsible for your Submissions and User Contributions and you expressly agree indemnify and hold us harmless for any and all claims, damages, expenses, and losses that we may incur because of your breach of (a) this Section, (b) any third party's intellectual property rights, or (c) applicable law.

c. Our License to Your User Contributions. When you post User Contributions, you grant us an unrestricted, irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide right, and license to use, copy, reproduce, distribute, sell, publish, broadcast, publicly display, reformat, translate, excerpt (in whole or in part), and otherwise exploit your User Contributions for any purpose, commercial, advertising, or otherwise. These rights apply to all media formats and channels now known or hereafter created. This license includes our use of any personal information, trademarks, and personal and commercial images that you may provide in connection with or as part of your User Contributions.

d. Our Right to Remove or Edit User Contributions: Although we have no obligation to monitor any User Contributions, we shall have the right to remove or edit any User Contributions at any time without notice if in our reasonable opinion we consider such User Contributions harmful or in actual or possible breach of these Terms. Where we deem it appropriate, we may also suspend or disable your account and report you to the authorities.

e. User Data. We have the right to retain and store all data that you transmit to the Services for the purpose of managing and providing the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data.

3. INTELLECTUAL PROPERTY RIGHTS

a. Our Intellectual Property. As between you and us, Copay is the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use only. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

b. Usage Data and Aggregated Data. The Services and Software may track metadata and other statistical and usage data related to your and other users' use of the Services ("Usage Data") and provide such data to Copay. Copay shall also have the right to aggregate and anonymize User Contributions, Submissions, and other data that you provide to Copay, including medical care data you may provide to the Bill Defender Service ("Aggregated Data"). Copay shall own such Usage Data and Aggregated Data and may collect, aggregate, use, distribute and sell such Usage Data and Aggregated Data for any legal purpose, including without limitation for the purposes of providing Services and improving the Software and our products and services generally.

c. Breach of Our IP Rights. Any breach by you of our intellectual property rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately, in addition to any other rights or remedies that we may have in connection with such breach.

4. FEES. If you use or subscribe to Bill Defender or any other fee-based Service that we may offer, the following terms apply:

· Fees may be based upon a single use or limited set of uses for the selected Service, or may be a subscription for a specified term (e.g., annual, multi-year, or lifetime subscriptions). The Service to which you are subscribing, the type and/or term of the subscription, and the fees, as applicable, will be specified in the online order form for the Service when you sign up for it. Copay's fees and rates are subject to change for any renewal terms (not applicable in the case of fully paid lifetime subscriptions). You may also benefit from special offers made by Copay from time to time with respect to its fee-based services.

· Fees must be paid via credit or debit card, Venmo, or another payment method accepted by Copay.

· Monthly subscription fees are due in advance no later than the first business day of the month.

· If any amounts owed by you are unpaid and past due and you do not pay such amounts within 10 days of receiving written notice of the past due amounts, Copay may (i) charge interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) suspend Services to you until such amounts are paid in full; and/or (iii) terminate your subscription to the Services.

· If you elect to pay fees with a credit or debit card, you authorize Copay to charge such fees using that payment method on a monthly basis. By submitting your credit/debit card data to Copay, you authorize Copay to submit a financial transaction(s) to your issuing bank for settlement. Copay may charge you up to the amount you have approved plus any applicable taxes. You must keep all payment information in its billing account current. If you believe there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact Copay prior to the next billing cycle.

5. APPLE AND GOOGLE TERMS

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

6. SOCIAL MEDIA

As part of the functionality of the Services, we may enable you to link your Copay account with other online accounts you have with third-party service providers (each a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

7. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site or App) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Website.

8. ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers and are not responsible for the content of such advertisements or their products or services.

9. SERVICES MANAGEMENT

We reserve the right, but do not have the legal obligation, to, in our sole discretion: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who violates the law or these Terms, including without limitation reporting such user to law enforcement authorities; (3) refuse, restrict access to, modify, or remove any User Contributions; (4) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

10. PERSONAL DATA AND PRIVACY POLICY

Copay will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal information that we collect from you ("Personal Data"). Please see our Privacy Policy, which informs users of Copay's policies and practices related to collection, storage, processing, destruction, and other use of Personal Data.

11. TERM AND TERMINATION

These Terms shall remain in force until terminated by either you or us, as follows:

· Services that are free of charge may be terminated immediately by either party, for any or no cause, by giving notice to the other party.

· Fee-based Services may be terminated by either party, for any or no cause, effective at the end of the next period for which you have paid us. Prepaid fees are not refundable unless we have not provided the Services for the period you paid for.

· If you breach any of these Terms, we have the right, at our sole discretion and without prior notice, to suspend, modify, disable, or terminate your access to and use of the Services.

Upon termination, you will no longer have authorized access to our Services, other than the viewing rights available to the general public. When all Services have been terminated, these Terms will also terminate, except that Sections 1.h, 1.j, 2, 3, 12-16, and 18 shall survive termination, together with such other terms herein that by their sense or meaning should so survive.

If we terminate or suspend your account for cause, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. DISCLAIMERS

The Services, Software, and all other materials provided by Copay and its service providers are provided "AS IS". COPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, whether arising by law, by reason of custom or usage of trade, or by course of dealing. COPAY SPECIFICALLY DOES NOT WARRANT THAT ITS SERVICES OR SOFTWARE, INCLUDING ALL FACILITY RATINGS, REVIEWS, USER CONTRIBUTIONS, AND OTHER CONTENT, ARE ACCURATE OR ERROR-FREE.

The information and content provided by Copay through the Services is for informational purposes only and is not intended to replace the relationship between an individual and their physician or other healthcare provider, Copay is not responsible for the accuracy, reliability, effectiveness, or correct use of information received using the Services. NO INFORMATION OR CONTENT IN OUR SERVICES SHOULD BE USED AS MEDICAL ADVICE. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL DIAGNOSES, ACTIONS, INACTIONS, OMISSIONS, HEALTHCARE, MEDICAL TREATMENT, HEALTH OUTCOMES AND ARISING FROM USE OF OUR SERVICES.

The information provided to you through your use of the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations, including without limitation the Health Insurance Portability and Accountability Act (HIPAA), and the Federal Information Security Management Act (FISMA), so if your interactions with our Services would be subject to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

13. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT WE WILL BE LIABLE FOR ANY DIRECT DAMAGES TO YOU CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN ANY EVENT, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, EXCEPT FOR OUR INTENTIONAL MISCONDUCT, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) $500 U.S., OR (ii) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN US STATE LAWS AND INTERNATIONAL 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 OR LIMITATIONS IN SECTIONS 11 AND 12 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless, Copay and its affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your User Contributions; (2) your misuse of the Services; (3) your violation of law or breach of these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any harmful act or omission by you with respect to any other user of the Services or the personnel at a Facility with which you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15. GOVERNING LAW

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be entirely performed within the State of New Jersey, without regard to its conflict of law principles. 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 and shall not apply.

16. BINDING INDIVIDUAL ARBITRATION

a. Agreement to Arbitrate. If you have any claim against or other dispute with Copay, including its personnel and agents, that cannot be resolved through negotiation within the time frame described in the "Notice of Dispute" clause below, you and Copay agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury, except that either party may file a claim in small claims court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator's decision will be final except for a limited right of review under the FAA.

b. Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. If you do not wish to be bound by the binding arbitration and class action waiver in this Section, you must notify us in writing within 30 days of the date that you accept this Agreement unless a longer period is required by applicable law. Your written notification must be mailed to [address], Attn: legal and must include: (1) your name, (2) your address, (3) your Copay account number, if you have one, and (4) a clear statement that you do not wish to resolve disputes with Copay through arbitration.

c. Notice of Dispute. If you have a dispute with Copay, you must first send written notice to Copay at our address specified at the end of these Terms, Attn: Legal Department/Arbitration, to give Copay the opportunity to resolve the dispute with you informally through negotiation. You agree to negotiate resolution of the dispute in good faith for no less than 60 days after you provide notice of the dispute. If Copay does not resolve your dispute within that 60 day period, you or Copay may pursue your claim in arbitration pursuant to the terms in this Section.

d. Class Action Waiver. You and Copay agree that arbitration will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and Copay specifically agree to do so in writing following initiation of the arbitration.

e. Initiation of Arbitration. The party initiating the arbitration proceeding shall initiate it with the American Arbitration Association ("AAA"), www.adr.org. The terms of this Section govern in the event they conflict with the rules of the AAA. In no event shall any dispute brought by either party related in any way to the Services be commenced more than one (1) year after the cause of action arose.

f. Location of Arbitration. All arbitration proceedings shall be initiated in and held in Bergen, New Jersey. In a dispute involving $25,000 or less, any hearing may be telephonic or by videoconference if permitted by the arbitrator.

g. Arbitration Procedures. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the Software for personal or household use, or if the value of the dispute is less than $75,000, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim, but not relief that would affect non-parties. If your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with Copay as described above, and the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. The award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

h. 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.

i. Severability. If any clause within this Section 16 is found to be illegal or unenforceable, that clause will be severed and the remainder of this Section will be given full force and effect.

17. ELECTRONIC COMMUNICATIONS

Using the Services, sending us emails and User Contributions, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. Notwithstanding the foregoing, you have the right to opt out of receiving any marketing communications that we may send you, in accordance with applicable laws and regulations. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Please be aware that message and data rates may apply to any text or SMS messages sent or received by you. The rates are determined by your carrier and the specifics of your mobile plan. If you have any questions or need assistance regarding our SMS communications, please email us at info@yourcopay.com.

18. MISCELLANEOUS

a. Entire Agreement; Amendment; Waiver. Except as otherwise specified herein, these Terms and any policies or operating rules posted or provided by us in respect to the Services constitute the entire agreement and understanding between you and us, and these Terms may not be amended except by a written document signed by an authorized representative of Copay. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

b. Assignment. You may not assign these Terms to a third party. We may assign any or all of our rights and obligations to others at any time.

c. Force Majeure. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

d. Severability. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

e. No Agency. You and Copay are independent contractors. There is no employment or agency relationship created between you and us as a result of these Terms or your use of the Services.

f. Construction. You agree that these Terms will not be construed against us by virtue of having drafted them.

19. CONTACT US

In order to contact us with any questions, notices, or complaints, or to receive further information regarding use of the Services, please contact us at:

Copay Technologies, LLC
617 Warren Avenue
Ho-Ho-Kus, NJ 07423
United States
info@yourcopay.com