These Terms of Service (these "Terms") are entered into by and between Yuzu Health Inc., a Delaware corporation with offices at 154 W 14th Street, Floor 11, New York, NY 10011 ("Yuzu Health", the "Company", "we", "us", or "our"), and the individual or entity that accesses or uses the Platform ("you", "User", or "Customer"). "Platform" and "Services" mean Yuzu Health's health plan administration platform, member portal, and related websites, applications, and services. By accessing or using the Platform, you agree to be bound by these Terms.
Your use of the Platform is also governed by the Yuzu Health privacy policy (the "Privacy Policy"), and, where applicable, the data processing addendum (the "Data Processing Addendum", or "DPA"), the acceptable use policy (the "Acceptable Use Policy", or "AUP"), a business associate agreement (the "BAA"), each of which is incorporated into these Terms by reference.
As used in these Terms, "PHI" means protected health information, and "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended. "Personal Data" means information that identifies, relates to, or could reasonably be linked with an identified or identifiable individual.
1. ACCEPTANCE; CHANGES; ELIGIBILITY.
1.1 These Terms govern your access to and use of the Platform. By accessing or using the Platform, or by accepting these Terms through an online enrollment or registration flow, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.
1.2 Provider of the Platform. The Platform is provided by Yuzu Health. Where you access the Platform through an interface branded by an Employer, Plan Designer, or other partner, these Terms nonetheless govern your access to and use of the Platform, and Yuzu Health remains the provider of the Services.
1.3 Changes to these Terms. We may modify these Terms from time to time. We will update the "Last Updated" date and, where a modification materially affects your use of the Platform or your legal rights, provide additional notice, such as by posting the modified Terms on the applicable website or Service. Your continued use of the Platform after the effective date of a change constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Platform.
1.4 Eligibility. The Platform may receive and process information relating to individuals under the age of eighteen, including information regarding dependents and beneficiaries, where such information is provided by an Employer, plan sponsor, parent or legal guardian, Provider, or other authorized source in connection with the administration of a health benefit plan.
2. THE SERVICES; USERS, ROLES, AND PERMISSIONS.
2.1 Yuzu Health provides a health plan administration platform that supports the administration of health benefit plans, including but not limited to eligibility determination, claims adjudication, and the management of plan-related inflows and outflows of funds, together with a member portal and related tools. Access to the Platform and the information available through it depends on User category, and the Platform is configured on a least-privilege basis: each User may access only the information pertinent to its role and may not access information belonging to other Users outside that scope. The Platform is made available to different categories of Users, including but not limited to:
2.1.1 individuals enrolled in or eligible for a health benefit plan administered through the Platform (each a "Member"), who access the Platform in connection with a plan offered through an Employer or plan sponsor and not as standalone consumers. A Member may access information regarding the Member's own coverage and, where applicable, that of family members, subject to the age of any dependent children and to a signed PHI release form authorizing familial access, except where access by a personal representative is required by HIPAA and the applicable plan's notice of privacy practices;
2.1.2 employers and plan sponsors that offer such a plan (each an "Employer") and licensed insurance brokers and consultants (each a "Broker"), who act as agents for the plan and have narrower access than Plan Designers. A group may not access Members that belong to a different group;
2.1.3 health care providers that access the Platform in connection with their patients (each a "Provider"), who may access information only with respect to Members whom they have serviced and not regarding any other Member;
2.1.4 partners that configure health benefit plans or offer the Platform under their own brand (each a "Plan Designer"), who have the broadest access, enabling them to review information relating to plan administration, coverage, and Member details; a Plan Designer may not access groups that belong to a different Plan Designer; and
2.1.5 any other person or entity that Yuzu Health permits to access or use the Platform, including vendors, who may access varying categories of information as appropriate to their respective roles and the Services they support.
The functionality available to you depends on your User category.
2.2 Employer-Defined Plan Rules. Plan design and eligibility rules are established by the applicable Employer or plan sponsor. Unless indicated otherwise, the Platform applies those employer-defined rules and does not itself determine plan design.
2.3 Guides. The Platform includes a publicly accessible guides portal containing informational content authored by Yuzu Health that describes how to use the Platform.
2.4 Availability. We use commercially reasonable efforts to make the Platform available. Any availability or performance targets are as set out in a written agreement between Yuzu Health and the applicable Employer or plan sponsor.
2.5 Authorized User. Each User is responsible for ensuring that any individual it permits to access the Platform on its behalf (each an "Authorized User") complies with these Terms.
2.6 Suspension. Yuzu Health may suspend your access to the Platform, in whole or in part, if (i) you fail to pay amounts when due, (ii) your use poses a security or legal risk, (iii) suspension is required by law, or (iv) you breach these Terms. Yuzu Health will use reasonable efforts to provide notice where practicable.
3. ACCOUNTS AND ACCOUNT SECURITY.
3.1 Registration. To access the Platform, you must complete any required registration and provide information that is current, accurate, and complete, and you must keep that information up to date.
3.2 Credentials. You are responsible for maintaining the confidentiality of your account credentials, for restricting access to the devices and systems through which the Platform is accessed, and for all activity that occurs under your account. Account credentials are personal to the individual to whom they are issued and may not be shared. Where you permit an Authorized User to access the Platform on your behalf, you must do so through the Platform's user-provisioning functionality and not by sharing credentials, and you remain responsible for each Authorized User's compliance with these Terms. You should log out of your account at the end of each session.
3.3 Unauthorized Use. You must notify Yuzu Health promptly of any unauthorized use of your account or credentials or any other suspected breach of security. As between the parties, you are responsible for activity conducted through your account, and Yuzu Health's liability for account misuse is subject to the Section titled Limitation of Liability.
3.4 Use of Others' Accounts. You may not access or use the account or credentials of any other person, except through Authorized-User access expressly permitted under these Terms.
3.5 Effect of Termination. Yuzu Health may suspend or terminate your account as set out in the Sections titled Suspension and Term and Termination. Following termination, you must cease all use of the Platform and, to the extent applicable, return or destroy materials obtained through the account in accordance with the BAA, the DPA, and applicable law, including any materials that identify or could be used to identify an individual.
3.6 Contact Information. You must keep your account contact information and, where applicable, your billing information current so that Yuzu Health can administer the Services and provide notices.
4. INFORMATION WE DO NOT INDEPENDENTLY VERIFY.
4.1 The Platform relies on information supplied by Members, Employers, plan sponsors, human-resources information systems, Providers, medical networks and clearinghouses, pharmacy benefit managers, utilization-management vendors, and other third parties. This information includes demographic data (such as date of birth, name, sex, and home address), Social Security numbers, employment data (such as hire dates, termination dates, and employee class), employer identifying information (such as legal entity name and employer identification number), relationship and dependent information, diagnosis and procedure codes, billed amounts, drug information, pre-certification and authorization status, and coordination-of-benefits information (collectively, "Submitted Information").
4.2 Yuzu Health uses Submitted Information to operate the Platform, for example to perform record matching, age and coverage-date calculations, benefit-tier matching, accumulator tracking, and adjudication guardrails. Yuzu Health does not independently verify Submitted Information; in particular, it does not verify Submitted Information against source records (such as the Social Security Administration, birth certificates, payroll records, or identity documents), does not perform clinical review of, or make any medical-necessity or coverage determination based on, diagnosis or procedure codes, which it processes for administrative purposes only . Where the Platform generates tax or information reporting forms for an Employer, it does so using the Employer's legal name, employer identification number, and other Submitted Information without verification, and Yuzu Health does not file those forms on behalf of Employers. Each Employer remains responsible for reviewing and filing those forms and for their accuracy.
4.3 Yuzu Health is entitled to rely on Submitted Information as accurate, complete, and current, and is not responsible or liable for any error, delay, or outcome arising from Submitted Information that is inaccurate, incomplete, or not timely provided, including any effect on eligibility, enrollment, claims adjudication, coverage determinations, or payments. This allocation forms part of the basis of the bargain and is subject to the Sections titled Warranties; Disclaimer of Warranties and Limitation of Liability. Yuzu Health has no obligation to audit, investigate, or independently detect errors, omissions, or fraud in Submitted Information.
4.4 Each party that submits Submitted Information represents that it has the authority and all necessary rights, consents, and authorizations to provide it to Yuzu Health for use in operating the Platform, including with respect to any PHI or Personal Data.
4.5 Responsibility for the accuracy, completeness, and timeliness of Submitted Information rests with the party that submits it, which, depending on the data item, is the Employer, the Member, the Provider, the applicable network, or the pharmacy benefit manager. The submitting party must promptly correct or update Submitted Information through the Platform upon becoming aware of an error or change. Where Submitted Information conflicts with the governing plan documents, those documents control, and Yuzu Health applies the employer-defined rules described in the Section titled The Services; Users, Roles, and Permissions. The sources, uses, non-verification, and responsibility allocation for representative categories of Submitted Information are set out in Exhibit A.
5. FEES, BILLING, AND PAYMENT.
5.1 Fees. Fees for access to and use of the Platform and for plan administration Services are payable by the Employer, plan sponsor, or Plan Designer that engages Yuzu Health, as set out in the applicable written agreement. Yuzu Health does not charge Members a fee for access to or use of the Platform in connection with a plan administered through it, except for any charge, including any payment processing or convenience charge, disclosed to the Member before it is incurred. Member Payments described in the Section titled Member Payments are not fees for access to or use of the Platform. If you are an Employer, plan sponsor, Plan Designer, or other User that purchases Services, you agree to pay all fees for the Services you purchase or access at the prices then in effect or as otherwise agreed in writing .
5.2 Payment Methods and Billing. You may pay using the payment methods Yuzu Health makes available from time to time, which may include ACH transfer, wire transfer, check, and, where offered, card payment . Where you purchase paid Services, we bill you through an online billing account. You must provide current, complete, and accurate payment and billing information and promptly update it, including your email address, payment method, and, where applicable, payment card expiration date, so that we can process payments and contact you as needed. You authorize us and our payment processor to charge or debit your selected payment method or account for all amounts due in accordance with the billing schedule we communicate to you.
5.3 Recurring Charges. If any Service is provided on a recurring or subscription basis, you authorize us to charge your payment method on a recurring basis for the applicable fees, without further approval for each charge, until you cancel in accordance with these Terms or the cancellation instructions we provide. Cancellation takes effect at the end of the then-current billing period.
5.4 Price Changes. We may change our prices from time to time. For recurring charges, we will provide advance notice of a price change, and the change will apply to billing periods beginning after the notice period.
5.5 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, excluding taxes based on Yuzu Health's net income, and we will add such taxes to the amounts we charge where required.
5.6 Late or Failed Payments. If amounts are not paid when due, or if a payment is declined, reversed, returned, dishonored, or charged back, Yuzu Health may (i) charge interest on the unpaid amount at 1% per month or, if lower, the maximum rate permitted by law, and (ii) suspend or limit access to the affected Services until payment is made in full.
5.7 Billing Errors; Right to Decline. We may correct any error or mistake in pricing or billing, even if we have already requested or received payment. We may decline or limit access to paid Services. All payments are in US dollars.
5.8 Member Payments. The Platform may make available functionality through which a Member pays amounts the Member owes under or in connection with a health benefit plan, including COBRA continuation coverage premiums and, where offered, medical cost-sharing amounts (together, "Member Payments"). Member Payments are not fees for Yuzu Health's Services. The amount, due date, refund, and consequences of non-payment of any Member Payment are determined by the applicable plan documents, the Employer or plan sponsor, and applicable law, and not by Yuzu Health. Yuzu Health collects and remits Member Payments solely as an administrative agent for the applicable plan, Employer, or plan sponsor, through a third-party payment processor, and does not hold Member Payments for its own account. The Sections titled Recurring Charges, Price Changes, Late or Failed Payments, and Billing Errors; Right to Decline, and Refunds do not apply to Member Payments, and Yuzu Health will not suspend a Member's access or affect a Member's coverage on account of a Member Payment except as directed by the applicable plan, Employer, or plan sponsor in accordance with the plan documents and applicable law.
5.9 Refunds. Except as required by law, as provided in the Section titled Exclusive Remedy, or as otherwise agreed in writing, fees are non-refundable, though Yuzu Health may issue refunds or credits at its discretion.
6. MEMBER DATA, PHI, AND INTELLECTUAL PROPERTY.
6.1 Member Data. As between the parties, the Employer, plan sponsor, or Member that submits, or on whose behalf data is submitted (as applicable), retains all right, title, and interest in the eligibility, enrollment, claims, benefits, and other data submitted to or generated through the Platform relating to a Member or a plan ("Member Data"). You grant Yuzu Health a non-exclusive, worldwide, royalty-free license, sublicensable solely to Yuzu Health's subprocessors and service providers acting on its behalf, to host, store, process, transmit, and use Member Data to provide, secure, and maintain the Services, and otherwise as permitted by these Terms, the Privacy Policy, the DPA, and the BAA. Yuzu Health may use Member Data to analyze and improve the Services only in de-identified or aggregated form, and only to the extent permitted by the BAA and applicable law.
6.2 Protected Health Information. To the extent Yuzu Health creates, receives, maintains, or transmits PHI on behalf of a covered entity, group health plan, or other Customer, that PHI is governed by the applicable BAA, which controls over these Terms and the Privacy Policy with respect to PHI. Nothing in these Terms authorizes any use or disclosure of PHI that is not permitted by the BAA or by HIPAA.
6.3 Company Intellectual Property. The Platform, including all software, code, interfaces, designs, documentation, and content authored by or on behalf of Yuzu Health, and all patent, copyright, trademark, trade secret, and other intellectual property rights therein ("Intellectual Property Rights"), is and remains owned by Yuzu Health and its licensors. Subject to your compliance with these Terms, Yuzu Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for its intended purpose during the period of your authorized access. All rights not expressly granted are reserved by Yuzu Health, and any use of the Platform other than as expressly authorized by these Terms is prohibited and void.
6.4 Use Restrictions. Except as expressly authorized in writing by Yuzu Health, you agree not to, and not to permit any person to: (a) copy, modify, translate, or create derivative works of the Platform or any Intellectual Property Rights; (b) rent, lease, loan, sell, sublicense, distribute, publicly perform, or publicly display the Platform; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the software underlying the Platform, except to the extent this restriction is prohibited by applicable law; (d) frame, mirror, or scrape the Platform, or use any robot, spider, or other automated data-gathering or extraction method in connection with the Platform; (e) circumvent, disable, or interfere with any security, access-control, or usage-monitoring feature of the Platform, including by masking or using a proxy for an IP address after Yuzu Health has restricted your access; or (f) use the Platform to build or benchmark a competing product or service. This Section does not restrict your rights in Member Data or in content you are otherwise authorized to submit.
6.5 Trademarks. "Yuzu Health," the Yuzu Health logos, and other names, logos, and marks used on the Platform (the "Yuzu Marks") are trademarks or service marks of Yuzu Health. Other names, logos, and marks appearing on the Platform may be trademarks of their respective owners, including Plan Designers, Employers, and other partners, who may or may not be affiliated with Yuzu Health. Nothing in these Terms or the Platform grants, by implication, estoppel, or otherwise, any license or right to use any Yuzu Mark or third-party mark without the prior written consent of the owner in each instance. All goodwill arising from use of the Yuzu Marks inures to the exclusive benefit of Yuzu Health.
6.6 Third-Party Materials. The Platform may include or make available content, materials, or services provided by third parties, including Employers, Plan Designers, Providers, networks, and vendors ("Third-Party Materials"). Yuzu Health does not control and is not responsible for Third-Party Materials, including any errors or omissions in them, and, to the fullest extent permitted by law, is not liable for any loss or damage arising from your use of or reliance on Third-Party Materials. You are responsible for evaluating, and bear the risks associated with, any use of Third-Party Materials. This Section is subject to the Sections titled Warranties; Disclaimer of Warranties and Limitation of Liability.
6.7 Monitoring and Removal. Yuzu Health has no obligation to pre-screen content made available through the Platform, but has the right, and not the obligation, in its reasonable discretion, to monitor, review, and remove or restrict access to content that violates these Terms or that Yuzu Health reasonably determines to be unlawful, harmful, or otherwise objectionable. Any monitoring, use, or disclosure of Member Data or PHI under this Section is subject to, and limited by, the Privacy Policy, the DPA, the BAA, and applicable law, including HIPAA.
6.8 Preservation and Disclosure. Yuzu Health may preserve, and may disclose, content and information where it reasonably believes that doing so is necessary to (a) comply with applicable law, legal process, or a governmental request; (b) enforce these Terms; (c) respond to claims that content infringes the rights of a third party; or (d) protect the rights, property, or safety of Yuzu Health, its Users, or the public, in each case subject to the BAA, the DPA, and applicable law with respect to PHI and Personal Data. You acknowledge that operation of the Platform may involve transmission over various networks and changes to conform to technical requirements of connecting networks or devices.
6.9 Feedback. If you provide suggestions, ideas, or other feedback regarding the Platform ("Feedback"), Yuzu Health may use and exploit the Feedback without restriction, attribution, or obligation to you, and you grant Yuzu Health a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose, including to improve and develop its products and services. Feedback must not include PHI or Personal Data, and any PHI or Personal Data remains governed by the Privacy Policy, the DPA, and the BAA.
7. OUR ROLE; CONTROLLER AND BUSINESS ASSOCIATE STATUS.
7.1 Plan Administration. When Yuzu Health processes Member Data and PHI to administer a health benefit plan, including enrollment, eligibility, claims adjudication, and the management of plan-related funds, it does so on behalf of, and in accordance with the instructions of, the applicable Employer, plan, or plan sponsor. In that capacity, Yuzu Health acts as a processor and, with respect to PHI, as a business associate, and not as a controller. Yuzu Health does not exercise discretionary authority or control over the management or administration of any plan or over the management or disposition of plan assets, does not have discretionary authority or responsibility in the administration of any plan, and is not a fiduciary, plan administrator, or named fiduciary within the meaning of the Employee Retirement Income Security Act of 1974, as amended.
7.2 Yuzu Health's Own Purposes. When Yuzu Health processes Personal Data to operate, secure, support, and improve the Platform, including product development, security and fraud prevention, analytics, and its own business operations and legal compliance, it determines the purposes and means of that processing and acts as a controller for those purposes.
7.3 Allocation. The allocation of controller, processor, covered entity, and business associate roles is further set out in the DPA and the BAA, which control over this Section with respect to their subject matter.
8. ACCEPTABLE USE AND RESTRICTIONS.
8.1 Acceptable Use. You shall not, and shall not permit any Authorized User or third party to:
8.1.1 access, or attempt to access, data of any Member or User other than as permitted by your role, the principle of minimum necessary, and these Terms;
8.1.2 use any robot, spider, scraper, or other automated means to access, extract, or compile data from the Platform, systematically retrieve Platform content, or create or compile any collection, compilation, database, or directory, without Yuzu Health's prior written consent;
8.1.3 circumvent, disable, or interfere with any security, authentication, access-control, or usage feature of the Platform, or any feature that prevents or limits use or copying of content;
8.1.4 interfere with or disrupt the integrity or performance of the Platform, or the servers, networks, or Yuzu Health personnel providing the Services, or disobey any requirement, policy, or procedure of networks connected to the Platform;
8.1.5 upload, transmit, or introduce any virus, worm, malware, spyware, or other malicious code, or any code designed to interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment;
8.1.6 upload or transmit any passive or active information-collection or transmission mechanism, including web beacons, tracking pixels, clear gifs, web bugs, or similar devices, except as expressly authorized by Yuzu Health;
8.1.7 reverse engineer, decompile, or disassemble any part of the Platform, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law, and without limiting Section 6;
8.1.8 upload or transmit any content that infringes the intellectual property, privacy, or other rights of any person, or that is unlawful, harmful, threatening, abusive, or harassing;
8.1.9 use the Platform to send unsolicited or unauthorized advertising, promotional material, "junk mail," or "spam," or to make any unsolicited offer to another User;
8.1.10 collect, harvest, or process personal information, Personal Data, or PHI relating to any Member, User, or other individual except as permitted by your role, these Terms, and applicable law, or attempt to re-identify any de-identified or aggregated data;
8.1.11 engage in any fraudulent activity, impersonate any person or entity, or misrepresent your or any individual's identity or affiliation with any person or entity;
8.1.12 access, or attempt to access, materials or information not intentionally made available or provided to you through the Platform;
8.1.13 make improper use of Yuzu Health's support services, or submit false reports of abuse or misconduct;
8.1.14 use the Platform in violation of any applicable law or regulation, including HIPAA and other healthcare, privacy, and data-protection laws, in a manner that causes Yuzu Health to violate any law or regulation, or in violation of the Employer-defined plan rules;
8.1.15 use the Platform for any purpose other than that for which it is made available, to build or benchmark a competing product or service, or for any other commercial exploitation of the Platform or its content not expressly permitted by these Terms; or
8.1.16 assist, encourage, or permit any person to do, or attempt to do, any of the foregoing.
8.2 Enforcement. Yuzu Health may investigate suspected violations of this Section and take appropriate action, including removing or disabling access to offending content, suspending or terminating access or accounts, and, where appropriate and subject to the Privacy Policy, the DPA, the BAA, and applicable law, reporting conduct to law enforcement or to affected Employers or plans. Yuzu Health's exercise or non-exercise of any right under this Section does not waive any other right or remedy.
8.3 Non-Transfer of Access. The access granted under these Terms is non-transferable. You shall not sell, license, sublicense, share, or otherwise transfer your access, or convey to any third party any right or ability to view or access the Platform or any materials or information available through it, other than to the Employer or entity on whose behalf you accepted these Terms and its Authorized Users acting within their role.
9. AI FEATURES; OUTPUT ACCURACY; NO PROFESSIONAL ADVICE.
9.1 AI Features. The Platform includes, or may in the future include, features that use artificial intelligence, machine learning, or similar technologies ("AI Features"), which may be provided using third-party AI service providers acting as Yuzu Health's subprocessors and, where they process PHI, as business associates under a BAA. AI Features currently include, or are planned to include:
9.1.1 Guides Assistant. A guides search assistant that searches only Yuzu Health's publicly available guides content and does not access Member Data or PHI.
9.1.2 Call-Center Assistant. An artificial-intelligence-assisted call-center feature, which Yuzu Health intends to introduce, to help answer routine Member questions, such as a Member's eligibility, whether a service requires pre-certification, and the status of a claim. Call-center interactions may be recorded and transcribed, and transcripts may contain PHI where they arise from Member conversations; Yuzu Health processes any such PHI in accordance with the BAA, the DPA, the Privacy Policy, and applicable law.
9.2 No Model Training. Yuzu Health's AI service providers do not use Yuzu Health data, including Member Data and PHI, to train, fine-tune, or develop their foundation or other generally available models.
9.3 Output Accuracy; Controlling Sources. Output generated by AI Features is produced by automated means and may be inaccurate, incomplete, or out of date. AI Feature output does not determine, and is not a substitute for, eligibility, coverage, benefits, pre-certification, or claims determinations, which are governed by the applicable plan documents, the summary plan description, the Employer-defined plan rules, and applicable law. In the event of any conflict between AI Feature output and those authoritative sources, the authoritative sources control, and you should confirm any material information with the applicable plan documents or a Yuzu Health representative before relying on it.
9.4 No Medical or Other Professional Advice. AI Feature output is provided for convenience and general informational purposes only. It does not constitute medical, legal, tax, insurance, or other professional advice, and you should not rely on it as such. AI Features do not create a provider-patient relationship and are not a substitute for advice from a qualified professional. If you have a medical emergency or a specific medical question, contact a qualified health care provider or emergency services; do not rely on AI Features for urgent or emergency needs.
9.5 Changes to AI Features. Yuzu Health may add, modify, suspend, or discontinue any AI Feature at any time, and some AI Features may be offered on a trial or evolving basis.
10. THIRD-PARTY SERVICES AND SUBPROCESSORS.
10.1 Subprocessors. The Platform relies on third-party service providers and subprocessors engaged by Yuzu Health to process Personal Data or Member Data in connection with the Services (each a "Subprocessor"), in categories that include cloud hosting and infrastructure, artificial-intelligence, product analytics and error monitoring, member support and communications, payment processing, and internal operations tooling. Yuzu Health remains responsible for its Subprocessors' processing of Personal Data and Member Data as required by the DPA and applicable law. Yuzu Health may add, replace, or remove Subprocessors from time to time, and the DPA governs any notice of, and any right to object to, changes to Subprocessors.
10.2 Plan Participants. In addition to Subprocessors, certain participants in the administration of a plan, including medical networks, Providers, direct-primary-care providers, pharmacy benefit managers, and stop-loss carriers, may access PHI or Member Data through the Platform in connection with their roles. Except where they act as Yuzu Health's Subprocessors, such participants act on their own behalf or on behalf of the plan, are independently responsible for their own compliance with applicable law, including HIPAA, and are not controlled by Yuzu Health. Yuzu Health is not responsible or liable for the acts or omissions of such participants.
10.3 Third-Party Websites and Materials. The Platform may contain links to, or interoperate with, third-party websites, resources, content, or services that Yuzu Health does not control ("Third-Party Services"). Yuzu Health provides Third-Party Services and links for convenience only, does not endorse them, and is not responsible for them, including their availability, accuracy, or content. Your use of Third-Party Services, and any dealings with the third parties providing them, are solely between you and the applicable third party and are subject to that third party's terms and privacy practices. This Section is in addition to, and does not limit, Section 6.6 (Third-Party Materials).
10.4 No Liability for Third Parties. To the fullest extent permitted by law, Yuzu Health is not liable for any loss, claim, or damage arising out of or relating to any Third-Party Service, plan participant, or other third party, or your reliance on any content or materials made available by them. You are responsible for evaluating, and bear the risks associated with, any use of or reliance on Third-Party Services and third-party content.
11. WARRANTIES; DISCLAIMER OF WARRANTIES.
11.1 Limited Warranty. Yuzu Health represents and warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services (the "Limited Warranty").
11.2 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 11.1, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES, AND ALL MATERIALS, CONTENT, AND OUTPUT MADE AVAILABLE THROUGH THEM, ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND YOUR USE OF THEM IS AT YOUR OWN RISK. YUZU HEALTH MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. YUZU HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY RESULTS OR OUTPUT OBTAINED FROM IT WILL BE ACCURATE OR RELIABLE, OR THAT ANY DEFECTS WILL BE CORRECTED.
11.3 No Professional or Medical Advice. ANY GENERAL INFORMATION MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING AI FEATURE OUTPUT, IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE, AND IS NOT A SUBSTITUTE FOR, MEDICAL, LEGAL, TAX, INSURANCE, OR OTHER PROFESSIONAL ADVICE. NOTHING MADE AVAILABLE THROUGH THE PLATFORM IS INTENDED TO BE, OR SHOULD BE TAKEN AS, THE PRACTICE OF MEDICINE, NURSING, OR OTHER PROFESSIONAL HEALTHCARE, OR THE PROVISION OF MEDICAL CARE. IF YOU HAVE A MEDICAL CONCERN, CONSULT A QUALIFIED HEALTH CARE PROVIDER. DO NOT USE THE PLATFORM FOR EMERGENCY MEDICAL NEEDS; IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER. THIS SECTION SUPPLEMENTS SECTION 9.4.
11.4 Eligibility, Coverage, and Cost Information. YUZU HEALTH DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY ELIGIBILITY, COVERAGE, BENEFITS, PROVIDER-DIRECTORY, PRE-CERTIFICATION, OR COST-ESTIMATE INFORMATION, WHICH IS PROVIDED FOR CONVENIENCE AND DOES NOT GUARANTEE COVERAGE OR PAYMENT. THE APPLICABLE PLAN DOCUMENTS AND APPLICABLE LAW CONTROL, AS SET OUT IN SECTION 9.3.
11.5 No Warranty From Statements; Devices and Data. NO ORAL OR WRITTEN INFORMATION FROM YUZU HEALTH OR THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YUZU HEALTH IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR SYSTEMS OR ANY LOSS OF DATA RESULTING FROM YOUR USE OF THE PLATFORM.
11.6 Exclusive Remedy. Customer must notify Yuzu Health in writing of any breach of the Limited Warranty within thirty (30) days after the non-conforming Services were performed. As Customer's sole and exclusive remedy, and Yuzu Health's entire liability, Yuzu Health will, at its option, re-perform the non-conforming Services or, if re-performance is not commercially practicable, refund the fees, if any, paid for those Services. The Limited Warranty does not apply to non-conformities arising from Member Data, Submitted Information, third-party services or Subprocessors, or use of the Services other than as permitted under these Terms.
11.7 Application. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME EXCLUSIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY.
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YUZU HEALTH AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YUZU HEALTH’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY YOU DIRECTLY TO YUZU HEALTH FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 Exceptions. The limitations in this Section do not apply to Yuzu Health’s fraud, willful misconduct, or gross negligence, or to any liability that cannot be excluded or limited under applicable law.
12.4 Other Agreements. If applicable DPA or BAA contains a different limitation or allocation of liability, that provision will control with respect to claims arising under that document. If the applicable document does not contain a different limitation or allocation of liability, this Section applies.
12.5 Application. The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise, and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations of liability, so some of the limitations above may not apply to you. In that event, liability will be limited to the fullest extent permitted by applicable law.
13. INDEMNIFICATION.
13.1 Indemnification. To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Yuzu Health, its affiliates, and their respective personnel and service providers from any third-party claim, liability, loss, or expense, including reasonable attorneys’ fees, arising from your unlawful or unauthorized use of the Platform, information or materials you submit, violation of third-party rights, or the acts or omissions of your Authorized Users. This obligation does not apply to the extent caused by Yuzu Health’s breach of these Terms, gross negligence, or willful misconduct, and does not apply to a Member’s ordinary use of the Platform in an individual capacity. Yuzu Health will have no indemnification obligation except as expressly provided in applicable DPA or BAA.
13.2 Procedure. Yuzu Health will provide reasonable notice of an indemnified claim and may control its defense and settlement. You will reasonably cooperate and may not settle any claim that imposes liability or obligations on Yuzu Health without its prior written consent.
14. EXPORT CONTROL AND SANCTIONS.
The Platform is operated in the United States and is not targeted to individuals in the European Economic Area or other countries outside the United States. You represent that you are not located in, and will not use the Platform in, any jurisdiction subject to comprehensive US sanctions, and that you are not a person with whom US persons are prohibited from dealing under applicable export control and sanctions laws. You shall not export or re-export the Platform, or any software or data made available through it, in violation of US export laws, and you shall comply with all laws applicable to your use of the Platform.
15. TERM AND TERMINATION.
15.1 Term; Suspension and Termination. These Terms apply while you access or use the Platform. Yuzu Health may suspend or terminate these Terms and your access, in whole or in part, upon notice (or immediately for cause) if you fail to pay amounts when due, breach these Terms, or become insolvent or subject to bankruptcy or similar proceedings, or if required by law. Yuzu Health may also discontinue the Platform, or any part of it, and may refer suspected fraudulent, abusive, or illegal activity to appropriate authorities, subject to the Privacy Policy, the DPA, the BAA, and applicable law.
15.2 Effect. On termination, your right to access the Platform ceases, and, to the fullest extent permitted by law, Yuzu Health is not liable for any termination or suspension made in accordance with these Terms. Termination does not relieve you of the obligation to pay amounts accrued before termination. Return, retention, and deletion of Member Data and PHI on termination are governed by the DPA and the BAA.
15.3 Survival. The Sections concerning Member Data, PHI, and Intellectual Property; Our Role; Warranties and Disclaimer; Limitation of Liability; Indemnification; accrued Fees; Governing Law and Dispute Resolution; and this Section survive termination or expiration.
16. GOVERNING LAW; DISPUTE RESOLUTION.
16.1 Governing Law. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules.
16.2 Dispute Resolution.
16.2.1 Pre-Suit Procedure. Before filing a claim against Yuzu Health, you agree to try to resolve the dispute informally by contacting support@yuzu.health. If the dispute is not resolved within 15 days of that written submission, you or Yuzu Health may bring a formal proceeding. For any disputes or claims not subject to arbitration below, you and Yuzu Health submit to the personal and exclusive jurisdiction of the state and federal courts located in New York City, New York. For avoidance of doubt, this procedure is not a plan appeal. Claims for benefits under a health benefit plan, appeals of an adverse benefit determination, and disputes subject to the No Surprises Act are handled under the applicable plan documents and applicable law, and not under this Section.
16.2.2 PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY.
(a) Arbitration Agreement. These arbitration provisions (the "Arbitration Agreement") require you and Yuzu Health to resolve any claim relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions below. This includes disputes about the interpretation, application, enforceability, revocability, or validity of this Arbitration Agreement.
(b) Arbitration Procedures. Unless the parties agree otherwise, the arbitration may be conducted remotely. Any in-person hearing involving an individual User will take place reasonably near that User’s residence, and any other in-person hearing will take place in New York City, New York. Arbitration fees and costs will be allocated under the applicable AAA rules. The arbitrator may award any relief available in court on an individual basis.
(c) Exceptions. Either party may assert qualifying claims in small claims court in New York City, New York, and either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights), without first engaging in arbitration or the pre-suit procedure above.
(d) PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. YOU AND YUZU HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM.
17. MISCELLANEOUS.
17.1 Entire Agreement; Order of Precedence. These Terms, the Privacy Policy, and the Acceptable Use Policy are the entire agreement between you and Yuzu Health regarding the Platform and supersede all prior agreements on that subject. They are subject to the BAA and the DPA, which control over these Terms as to their subject matter (the BAA for PHI, the DPA for Personal Data). No other or conflicting terms apply unless Yuzu Health agrees in writing.
17.2 Waiver. Yuzu Health's failure to exercise or enforce any right or provision of these Terms is not a waiver of that right or provision, or of any subsequent breach or default.
17.3 Severability. If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in that provision, and the remaining provisions will remain in full force and effect.
17.4 Admissibility. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms to the same extent, and subject to the same conditions, as other business documents and records originally generated and maintained in printed form.
17.5 Assignment. You may not assign these Terms, in whole or in part, by operation of law or otherwise, without Yuzu Health's prior written consent, and any attempt to do so is null and void. Yuzu Health may assign or transfer these Terms, in whole or in part, without restriction, notice, or consent. These Terms inure to the benefit of, and bind, the parties and their respective successors and permitted assigns.
17.6 Interpretation. Section titles are for convenience only and have no legal or contractual effect. "Including" means "including but not limited to."
17.7 Force Majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control.
17.8 Relationship of the Parties. The parties are independent contractors, and these Terms do not create any partnership, joint venture, agency, or employment relationship.
17.9 Accessibility. Please see our Accessibility Statement page if you experience any difficulty accessing any of the Services.
17.10 Contact Us. If you have any questions about these Terms, please contact us at support@yuzu.health.
Exhibit A
SUBMITTED INFORMATION: SOURCES, USE, AND RESPONSIBILITY
This Exhibit A is incorporated into and forms part of the Terms and supplements the Section titled Information We Do Not Independently Verify. It sets out representative categories of Submitted Information, the source from which each category is received, how Yuzu Health uses each category in operating the Platform, the verification Yuzu Health does not perform, and the party responsible for the accuracy and completeness of each category. This Exhibit is illustrative and not exhaustive. In the event of any conflict between this Exhibit and the body of the Terms, the body of the Terms controls. Capitalized terms used but not defined in this Exhibit have the meanings given to them in the Terms.
Part 1: Enrollment and Eligibility Information
A.1 Date of Birth. Received from the Member or a human-resources information system (HRIS) and used for age calculations. Yuzu Health does not verify it against a birth certificate or Social Security Administration records. The Employer and the Member are responsible for its accuracy and completeness.
A.2 Social Security Number. Received from the Member or an HRIS and used for record matching across HRIS, network, and pharmacy benefit manager fees, transmitted to certain networks as required for administration, and used for mandatory insurer reporting to CMS under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (as amended) if applicable. Yuzu Health does not verify it against Social Security Administration records. The Employer and the Member are responsible.
A.3 Name. Received from the Member or an HRIS and used for record matching and display. Yuzu Health does not verify it against any identity document. The Employer and the Member are responsible.
A.4 Sex. Received from the Member or an HRIS and used for record matching and the application of dependent rules. Yuzu Health does not independently verify it. The Employer and the Member are responsible.
A.5 Home Address. Received from the Member or an HRIS and used for mail delivery and deliverability flagging. Yuzu Health does not verify residency. The Employer and the Member are responsible.
A.6 Hire Date. Received from an HRIS or the Employer and used to calculate the coverage effective date. Yuzu Health does not verify it against payroll records. The Employer is responsible.
A.7 Termination Date. Received from an HRIS or the Employer and used to set the coverage end date and open the COBRA window. Yuzu Health does not verify that termination occurred. The Employer is responsible.
A.8 Employee Class. Received from an HRIS or the Employer and used to apply waiting-period rules, determine eligibility and plan options, and apply employer contribution levels. Yuzu Health does not verify the class assignment. The Employer is responsible.
A.9 Relationship Type (spouse or child). Received from the Member or an HRIS and used for person-code assignment and the application of age limits. Yuzu Health does not verify the legal relationship and performs no documentary review. The Employer and the Member are responsible.
Part 2: Claims, Clinical, and Pharmacy Information
A.10 Diagnosis Codes (ICD-10). Received from Providers, including through medical networks and clearing houses, and used for claims adjudication, pre-certification, and stop-loss administration. Yuzu Health does not perform clinical review. The Provider and the applicable network are responsible.
A.11 Procedure Codes (CPT). Received from Providers, including through medical networks and clearing houses, used for benefit-tier matching and claims adjudication. Yuzu Health does not verify that the procedure was performed. The Provider is responsible.
A.12 Billed Amounts. Received from Providers, including through medical networks and clearinghouses, and used for identity validation, claims adjudication and/or to produce explanations of benefits. Yuzu Health does not perform any reasonableness review and does not verify the amount billed. The Provider is responsible.
A.13 Drug Information (NDC and drug name). Received from pharmacy benefit managers and used for claims adjudication, claim processing and/or accumulator tracking. Yuzu Health does not verify the dispensed drug. The pharmacy benefit manager and the dispensing pharmacy are responsible.
A.14 Pre-Certification and Authorization Status. Received from utilization-management vendors and used as a claims-adjudication guardrail. Yuzu Health does not perform clinical review. The utilization-management vendor is responsible.
A.15 Coordination-of-Benefits Information. Received from the Member in a coordination-of-benefits form, which Yuzu Health may issue when a claim indicates other coverage may exist, and used to determine whether the plan pays as primary or secondary, to adjudicate the claim accordingly, and to report Medicare identification information under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (as amended) if Medicare is identified as a secondary payer . Yuzu Health does not verify it with any other insurer. The Member is responsible.