Ivy Pay Payor Terms of Use

Welcome to the terms and conditions (“Payor Terms”) for Ivy Pay. We offer a HIPAA-secure service that gives you and your responsible payors (“Ivy Pay users”) access to a convenient payment experience at time of service with your provider (“Provider”) through a seamless card-on-file option (“Ivy Pay service”).

These terms are between you, the Ivy Pay user, and us, I V Y Labs, Inc., and govern our respective rights and obligations. As it is our entire mission to add ease to your experience, we encourage you to carefully read, understand and ask your questions about these Payor Terms.

To use the Ivy Pay service, you, the Ivy Pay user, must have a valid invite (“Ivy Pay card profile invite”) from a Provider, and accept the invite by adding a card on file to the Ivy Pay service. Adding a card on file to the Ivy Pay service creates an active “Ivy Pay card profile.” `

Acceptance to Terms

If you create an Ivy Pay card profile, you accept these terms, conditions, limitations and requirements. Your use of the Ivy Pay services are also governed by other applicable terms, conditions, limitations and requirements of the Ivy Pay service, all of which (as changed over time) are incorporated into these Terms. If you do not agree to these Payor Terms, do not use the Ivy Pay service and do not create an Ivy Pay Card Profile.

Agreement to Changes

We may in our discretion change these Payor Terms, or any aspect of Ivy Pay service, without notice to you. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED USE OF IVY PAY SERVICE AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR IVY PAY CARD PROFILE.

Informed Consent for Use of Ivy Pay Services and Payment Authorization

UPON CREATING AN IVY PAY CARD PROFILE YOU CONSENT AND AUTHORIZE YOUR PROVIDER TO USE YOUR IVY PAY CARD PROFILE TO CHARGE YOUR CARD, WHETHER THAT BE A CREDIT, DEBIT, HSA OR FSA CARD, THE COST OF PROVIDER’S SERVICES FOR PAYMENT OF PROVIDED SERVICES AS REQUIRED BY PROVIDER PRACTICE POLICIES. PLEASE NOTE: WE DO NOT STIPULATE THE FEE FOR PROVIDER’S SERVICES. PROVIDER PRACTICE POLICIES OUTLINE THE AGREED AMOUNTS. YOUR PROVIDER’S PRACTICE POLICIES ARE THEREBY INCORPORATED BY REFERENCE AND ATTACHED TO THESE PAYOR TERMS.

UPON CREATING AN IVY PAY CARD PROFILE YOU FURTHER UNDERSTAND THAT THIS AUTHORIZATION OF YOUR PROVIDER TO CHARGE YOUR IVY PAY CARD PROFILE WILL REMAIN IN EFFECT UNTIL YOU CANCEL YOUR IVY PAY CARD PROFILE AND YOU FURTHER AGREE TO NOTIFY YOUR PROVIDER OF SUCH CANCELLATION BEFORE YOUR NEXT SCHEDULED DATE OF PROVIDER’S SERVICES.

UPON CREATING AN IVY PAY CARD PROFILE YOU CONSENT TO HAVE YOUR CARD KEPT ON FILE WITH THE IVY PAY SERVICE AS AN ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

UPON A CHARGE BY YOUR PROVIDER, YOU AGREE TO PAY THE CHARGED TOTAL AMOUNT ACCORDING TO CARD ISSUER AGREEMENT.

YOU CERTIFY THAT YOU ARE AN AUTHORIZED USER OF THE CARD YOU ADD TO YOUR ACTIVE IVY PAY PROFILE AND WILL NOT DISPUTE THE CHARGES MADE BY YOUR PROVIDER ACCORDING TO THESE PAYOR TERMS WITH YOUR BANK OR CREDIT CARD COMPANY, SO LONG AS THE TRANSACTIONS CORRESPOND TO THESE PAYOR TERMS TO WHICH YOU CONSENT AND UNDERSTAND YOU HAVE AUTHORIZED BY CREATING AN IVY PAY CARD PROFILE.

YOU UNDERSTAND THAT YOUR PROVIDER DOES NOT NEED ANY ADDITIONAL CONSENT BY YOU, THE USER, WHETHER YOU ARE THE USER OF THE PROVIDER’S SERVICES OR THE RESPONSIBLE PAYOR TO THE USER OF THE PROVIDER’S SERVICE, TO MAKE A CHARGE OR REFUND A CHARGE TO YOUR ACTIVE IVY PAY CARD PROFILE. FOR PURPOSE OF CLARITY, YOU AGREE THAT NO PRIOR-NOTIFICATION OF CHARGES WILL BE PROVIDED.

YOU UNDERSTAND THAT IF YOUR PROVIDER’S PRACTICE POLICIES INCLUDES LATE CANCELLATION FEES OR NO-SHOW FEES THAT YOUR PROVIDER DOES NOT REQUIRE ANY ADDITIONAL CONSENT BY YOU, THE USER, TO MAKE A CHARGE TO YOUR ACTIVE IVY PAY CARD PROFILE.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL, YOU UNDERSTAND AND AUTHORIZE YOUR PROVIDER TO MAKE CHARGES AND US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE FEE, PER YOUR PROVIDER’S REQUEST AND ANY TAXES, USING YOUR ACTIVE IVY PAY CARD PROFILE, OR ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

YOU UNDERSTAND THAT YOUR CREATION OF AN IVY PAY CARD PROFILE INDICATES THAT YOU ARE AWARE THAT YOU WILL RECEIVE TEXT MESSAGES FROM THE IVY PAY SERVICE AND YOU CONSENT TO RECEIVING TEXT MESSAGE FROM THE IVY PAY SERVICE. YOU UNDERSTAND THAT IN ORDER TO FACILITATE YOUR ACTIVE IVY PAY PROFILE, IVY SENDS YOU TEXT MESSAGES SUCH AS CHARGE CONFIRMATION, REFUND CONFIRMATION, REMINDERS TO ADD CARD OR UDPATE CARD AND OTHER NECESSARY TEXT MESSAGES IN ORDER TO PERFORM THE IVY PAY SERVICES. TO MAINTAIN HIPAA COMPLIANCE, NO PHI WILL BE TRANSMITTED IN TEXT MESSAGES SENT TO YOU BY IVY PAY SERVICES. YOU UNDERSTAND THAT TEXT AND EMAIL ARE UNSECURED MEANS OF COMMUNICATIONS, AND HAVE BEEN INFORMED THAT ANY OF YOUR REPLIES TO TEXT MESSAGES OR EMAIL MESSAGES FROM THE IVY PAY SERVICE THAT CONTAIN PATIENT HEALTH INFORMATION PROVIDED BY YOU CANNOT BE SECURED BY YOUR PROVIDER OR US. YOU UNDERSTAND THAT TEXT MESSAGES YOU RECEIVE FROM IVY PAY SERVICE MAY NOT BE FREE, DEPENDING ON THE PLAN YOU HAVE IN PLACE WITH YOUR CELL PHONE COMPANY. YOU UNDERSTAND THAT YOU, NOT YOUR PROVIDER, NOT US, ARE SOLELY RESPONSIBLE FOR ANY FEES ASSOCIATED WITH RECEIVING TEXT MESSAGES.

Optional, No Fee

Your use of the Ivy Pay service is entirely optional by you. If you have an Ivy Pay card profile invite you are not required to accept it, create an Ivy Pay card profile, or use the Ivy Pay service. There is no fee to have an active Ivy Pay card profile.

Please note that the Talktoivy.com website is a separate service of I V Y Labs, Inc. and is not required to use Ivy Pay services. Your use of Ivy Pay services does not constitute your use of Talktoivy.com website. Your separate use of Talktoivy.com is also governed by the Ivy User Terms of Service.

HIPAA, Privacy and Financial Information Security

Please note, as a HIPAA-secure organization, we take privacy and security seriously. Your use of the Ivy Pay service is also governed by our Privacy Policy and the Business Associate Agreement to which your Provider and us are agreed.

If you have any questions or concerns about security, please contact us at support@talktoivy.com

How Ivy Pay protects your financial information

Ivy and its authorized partners use advanced security systems and data encryption to protect you and guard against unauthorized transactions and access to your personal or financial information. If you suspect that there has been unauthorized activity on your Ivy Pay Profile Card, please speak with your Provider and contact us immediately at support@talktoivy.com

Encrypted storage of your financial information

Your Ivy Pay Card Profile and financial information contained within it is encrypted, stored and protected on secure servers. On the web, https and a green bar is your signal that encryption is active. All of us are concerned about web privacy and the information we transmit over the Internet. We work with extreme vigilance to ensure that Ivy and its authorized partners meet and exceed security industry standard and best practices.

When paying for Provider Services online through the Ivy Pay service, be assured that your information is secure, both during transmission over the Internet and within the application itself.

This application uses industry standard SSL encryption on EVERY page in the Ivy Pay system. This is the same encryption and validation technology used by banks and brokerages to safeguard financial information. To verify this system is delivered over a secure SSL connection, look for the SSL padlock in your browser:

Cancellation

You may cancel your active Ivy Pay card profile any time by sending an email to support@talktoivy.com If you cancel, we will deactivate your active Ivy Pay card profile and all eligible payment methods we have on record for you. Once deactivated, your provider cannot charge your active Ivy Pay card profile. Upon any cancellation by you, all provisions of these Payor Terms, which by their nature should service will service, including without limitation, provisions, warranty, disclaimers, assumption of risk and indemnity, limitations and liability, and dispute resolution provisions.

Term and Termination

These Payor Terms will commence when you first create an Ivy Pay card profile, and unless terminated earlier in accordance with these Payor Terms, will remain in force and effect for as long as you are using the Ivy Pay services.

We may terminate your Ivy Pay card profile and your use of Ivy Pay services, at our sole discretion, at any time and without notice to you. You may cancel your Ivy Pay card profile at any time in accordance with these Payor Terms.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business.

Assumption of Risk and Indemnity

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE IVY PAY SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY IVY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT, INCLUDING THE RECEIPT OF THERAPIST SERVICES FROM THERAPISTS OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES. You will defend, indemnify and hold Ivy harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Payor Terms; (b) your use of the Ivy Pay services; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party against Ivy that is based on (i) your use of the Ivy Pay services or the Provider’s services; or (ii) any act or omission that results in personal injury, death, or tangible or intangible property damage (including loss of use).

Limitation of Liability

NEITHER IVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE IVY PAY SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE IVY PAY SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE PAYOR TERMS OR FROM THE USE OF OR INABILITY TO USE THE IVY PAY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IVY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO USE OF THE IVY PAY SERVICES OR PROVIDER’S SERVICES.

IN NO EVENT WILL IVY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE PAYOR TERMS OR FROM THE USE OF OR INABILITY TO USE THE IVY PAY SERVICES OR PROVIDER’S SERVICES EXCEED $100. THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IVY AND YOU.

Dispute Resolution

Agreement to Arbitrate

You and Ivy agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Ivy Pay services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Ivy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ivy otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at https://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Ivy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ivy submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Ivy will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Arbitration Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ivy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Agrement Changes” section above, if we change this "Dispute Resolution" section after the date you first accepted these Payor Terms (or accepted any subsequent changes to these Payor Terms), you may reject any such change by sending us written notice (including by email to support@talktoivy.com within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Ivy's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ivy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Payor Terms (or accepted any subsequent changes to these Payor Terms).

Feedback

We welcome feedback, comments and suggestions for improvements to the Ivy Pay Services ("Feedback"). You can submit Feedback by emailing us at support@talktoivy.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

General Terms

These Payor Terms constitute the entire and exclusive understanding and agreement between Ivy and you regarding the Ivy Pay services, and these Payor Terms supersede and replace any and all prior oral or written understandings or agreements between Ivy and you regarding the Ivy Pay services. If for any reason a court of competent jurisdiction finds any provision of these Payor Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Payor Terms will remain in full force and effect.

You may not assign or transfer these Payor Terms, by operation of law or otherwise, without Ivy's prior written consent. Any attempt by you to assign or transfer these Payor Terms, without such consent, will be null and of no effect. Ivy may freely assign or transfer these Payor Terms without restriction. Subject to the foregoing, these Payor Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Ivy under these Payor Terms, including those regarding modifications to these Payor Terms, will be given: by Ivy (i) via email; or (ii) by posting to the Ivy Pay services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Ivy's failure to enforce any right or provision of these Payor Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ivy. Except as expressly set forth in these Payor Terms, the exercise by either party of any of its remedies under these Payor Terms will be without prejudice to its other remedies under these Payor Terms or otherwise.

Contact Information

If you have any questions about these Payor Terms or the Ivy Pay services, please contact Ivy at support@talktoivy.com

Last Revised: January 1, 2016