HealthyVerify Terms of Sale
“Get Certified & Stay Certified”
This is a binding legal contract. Before placing your order on the Website and thereby agreeing to these Terms, the Company recommends you consult with legal counsel of your choice. By placing your order on the Website, you acknowledge that you have either (i) consulted with legal counsel and determined you would like to agree to these Terms, or (ii) you have had an opportunity to consult with legal counsel and have voluntarily chosen not to do so.
By placing an order on HealthyVerify.com (the “Website”), you (the “Customer” or “you”) agree to the terms and conditions below (the “Terms” or the “Agreement”). The Terms govern orders placed on the Website and constitute an agreement between you, as the purchaser of the services on the Website, and Healthy Verify Certification, LLC, an Arizona limited liability company (the "Company") as the provider of the Procedures, Training, and the Certification (each as hereinafter defined).
The Company may cancel your Website order at any time and for any reason. Your receipt of an order confirmation does not constitute the Company’s acceptance of the order and the Company is under no obligation to accept any order you submit. If the Company does not accept your order, the Company will refund any amounts you paid to the Company.
The HealthyVerify Certification (the “Certification”) is available only to those who successfully implement the Healthy Verify Certification Procedures (the “Procedures”) provided by the Company and that permit ongoing verification of compliance with the Procedures by the Company or its agents or representatives. The Company can also train your employees to follow and implement the Procedures (the “Training”).
I. Price
In exchange for the Procedures, Certification and Training (as applicable), you agree to pay the contract price (the “Contract Price”) set forth on the Website when placing your order, which consists of an initial payment, due at the time of order (“Initial Payment”) and the monthly or other ongoing payments set forth on the Website at the time of order (“Installment Payments”). By making the Initial Payment to the Company through the Website, Customer accepts the terms of this Agreement and agrees to comply with and perform the obligations and terms hereof. If the Contract Price includes Installment Payments, Customer shall pay any such amounts to Company on or before the first of each month. All amounts paid (including pre-paid) to Company shall be deemed earned on receipt and are non-refundable, including, without limitation, in the event of License revocation or other termination of this Agreement.
II. Overview of Services
After you pay the Initial Payment and Company’s acceptance of your order, the Company will develop Procedures applicable to your business. Upon receipt of the Procedures, Customer shall implement the Procedures at each business location or site at which it desires Certification or intends to use the License (the “Premises”)
If the Company is providing Training and Certification, Customer may provide the Company notice once it has implemented the Procedures and the Company, its agents, or representatives will perform an inspection of the Premises to confirm compliance with the Procedures. The Company’s inspection shall be performed in the Company’s sole discretion (an “Inspection”). After the Inspection, the Company will notify you that either (i) you have passed the Inspection ( “Certification Notice”) and the date of the Certification Notice (“Certification Date”), or (ii) you have not passed the Inspection and a description of the deficiencies in the implementation of the Procedures. If you do not pass the Inspection, the Company will, upon notice from you and payment of the Reinspection fee, as provided by the Company at the time of such written notice to Customer, perform a reinspection of the Premises (the “Reinspection”). The results for a Reinspection will be provided in the same manner as an Inspection.
III. License
The Company hereby grants Customer a non-exclusive, revocable license which is not effective unless and until, and is expressly conditioned upon, Customer’s receipt of a Certification Notice from the Company with respect to the Premises (the “License”). Customer shall maintain compliance with the Procedures at the Premises for the term of the License. The purpose of the License, if and when it becomes effective, permits Customer to use and display the HealthyVerify Certification name and logo at the Premises and in advertising materials. For the term of the License, Company may, at its election, display the Customer’s business name and logo on our website and in our marketing materials. In no event shall Customer display the HealthyVerify Certification name or logo at any Premises for which a Certification Notice was not issued.
You acknowledge and agree that use of the License and the Inspection are site-specific. If you have more than one Premises, you must obtain a successful Inspection for each such location, unless otherwise agreed upon with Company. The street address of each business location or site for which Customer wants a Certification and wants to use the License must be provided by Customer to the Company.
Customer hereby grants the Company, its agents, and representatives a nonexclusive license to access the Premises during regular business hours where the Procedures have, will be, or are intended to be implemented, for all reasonable purposes contemplated by this Agreement, including the Inspection, Reinspection, or compliance verification (the “Access License”).
IV.Term
The term of the License will be one (1) year from the date hereof (the “Initial Term”). Notwithstanding the foregoing, the Company may revoke the License if the Company determines, in its sole discretion, that Customer is not operating in strict compliance with the Procedures. Customer acknowledges and agrees that any time during the Initial Term of this Agreement or any Extensions, the Company, its agents, or representatives may perform a compliance check of the Premises (either physically or virtually) at any time during regular business hours and without prior notice. Except as otherwise provided in this Agreement, prior to any revocation of the License and Certification, the Company will provide Customer with written notice of any such noncompliance and an opportunity to promptly cure any deficiencies and to regain compliance with the Procedures.
You are prohibited from using the HealthyVerify Certification name or logo in any manner or for any purpose other than as expressly set forth in this Agreement. Upon expiration or revocation of the License, Customer agrees it shall immediately cease using the HealthyVerify Certification name and logo in any way and shall remove the name and/or logo from its Premises, its website, and any other place in any medium in which the name and/or logo appear.
At the expiration of the Initial Term of the License, the License shall automatically renew and be extended by a period of time equal to the length of the Initial Term (an “Extension” and a “Subsequent Term”). The price charged for Certification shall be renewed for each Subsequent Term, and the Customer shall pay to the Company such renewed price within thirty (30) days after the first day of each Subsequent Term; provided, however, not more than thirty (30) days after the first day of each Subsequent Term, the Company may, in its sole discretion, increase the Contract Price for such Subsequent Term by providing written notice of its election to Customer. Performance by the Company of any obligations hereunder during the Initial Term or any Extension is conditioned upon receipt of payment for the then-current period, whether Initial Term or a Subsequent Term. You acknowledge and agree the Company is not obligated to issue an Extension and reserves the right to terminate the License at the conclusion of the Initial Term or any Subsequent Term, or as otherwise provided herein, even if the Customer is in compliance with the Procedures. The Customer can terminate the License at the conclusion of the Initial Term or any Subsequent Term by providing thirty (30) days advance written notice to Company of its intent to not accept an Extension.
V. Limited Guarantee
Company agrees to provide Customer with the HealthyVerify Guarantee provided on Schedule 1, subject to the terms and conditions thereof.
VI. Covenants; Waiver and Release; Indemnification; Confidentiality
Customer acknowledges and agrees:
1. partially or fully implementing the Procedures and/or earning the HealthyVerify Certification does not guarantee that the Customer’s Premises will be free from infectious diseases, and
2. its invitees, licensees, guests, customers, employees, or contractors may be exposed to, infected with, and/or transmit infectious diseases on Customer’s Premises even if the Procedures are implemented.
Customer agrees, and agrees to cause its directors, members, managers, employees, contractors, agents, and representatives (collectively, the “Customer Parties” and individually a “Customer Party”) not to make representations, statements, or claims of any kind which do or may reasonably indicate that the Premises is or may be “virus free,” “100% safe,” or any similar statements (collectively, “Unauthorized Statement”). If Customer or any Customer Party makes any Unauthorized Statement, Company may terminate this Agreement and revoke the License without notice or an opportunity to cure and any portion or all of the Contract Price paid by Customer will not be refunded.
Customer acknowledges and agrees that the following paragraphs 1-4 are material to the Company’s willingness to enter this Agreement and the Company would not otherwise enter into this Agreement but for the following paragraphs 1-4:
1. Exculpation; Waiver and Release.
a. The Company shall not under any circumstances be liable to the Customer, any Customer Party or to any third party for any expenses, lost revenues, savings or profits, or any other incidental, special, consequential, or punitive damages in connection with the Procedures, the License, the Training, the Certification, or the terms and conditions (or performance or nonperformance thereof) of this Agreement, however caused (absent malicious intent or gross negligence).
b.Customer hereby irrevocably and unconditionally waives, releases, and discharges all claims, disputes, demands, and causes of action, known and unknown, arising out of or connected with the Company’s, its agents’, and representatives’ acts or omissions hereunder, the intent being that Customer’s remedies for any breach of this Agreement or any act, omission, or obligation related to this Agreement are limited to those remedies expressly set forth in this Agreement. This paragraph 1 survives the termination or expiration of this Agreement.
2. Indemnification. Customer agrees to indemnify, hold harmless, and defend the Company and the Company Parties (as hereinafter defined), with counsel reasonably acceptable to the Company, from and against any and all claims, losses, damages , liabilities, , actions, suits, judgments, settlements, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorneys’ fees) (collectively, “Claims”), including, but not limited to, those arising out of or related to:
a. Illness, injury, loss, or damage of whatever kind or nature, by any customer, invitee, guest, licensee, employee, agent, independent contractor, or other entrant onto the Premises of Customer;
b. Customer breach or non-fulfillment of any provision of this Agreement, including any Unauthorized Statement;
c. Any Unauthorized Statement,
d. The Procedures,
e. The License,
f. The Training,
g. The Certification,
h. Any loss, injury or damage to or on any Premises of Customer.
“Company Parties” means the Company’s directors, members, managers, employees, contractors, agents, and representatives.
Notwithstanding the foregoing, the indemnification obligation in this paragraph does not apply to the extent any such claims, actions, or causes of action arise directly from Company’s gross negligence or willful misconduct. This paragraph 2 survives the termination or expiration of this Agreement.
3. Confidentiality.
a. From time to time during the term of this Agreement, the Company intends to disclose to Customer certain confidential information, including the Procedures, about its business, services, confidential intellectual property, trade secrets, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).
b. Confidential Information does not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this paragraph by the Customer or any Customer Party; (ii) is or becomes available to the Customer on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or (iii) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
c. The Customer shall, and Customer shall cause all Customer Parties to: (i) protect and safeguard the confidentiality of the Confidential Information in strict confidence and with at least the same degree of care as the Company would protect its own Confidential Information; (ii) not use any Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Customer’s representatives who need to know the Confidential Information to assist the Customer, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Customer shall be responsible for any breach of this paragraph caused by any Customer Party.
d. At any time during or after the term of this Agreement, at Company’s request, the Customer shall promptly return, and shall require all Customer Parties to return to the Company all copies, whether in written, electronic, or other form or media, of the Confidential Information, or destroy all such copies and certify in writing to the Company that such Confidential Information has been destroyed.
e. Customer and the Company each acknowledge and agree (i) the Confidential Information is of a unique and valuable character; (ii) the unauthorized dissemination of any Confidential Information would destroy or diminish the value of such information; (iii) the damages to the Company that would result from the unauthorized dissemination of any Confidential Information would be extremely difficult and impracticable to calculate; and (iv) a breach of this Agreement by Customer or any Customer Party is likely to cause significant, irreparable harm to the Company. Therefore, the Company shall be entitled, in the case of any actual, threatened, or possible dissemination of any Confidential Information, to seek temporary, preliminary, and/or injunctive relief, or any other equitable remedy deemed appropriate by the reviewing court, to protect its interests in its Confidential Information. Any and all remedies provided hereunder or at law or in equity shall be deemed to be cumulative in nature.
f. In the event the Company exercises its remedies as provided herein, the Company shall be entitled to reimbursement of, and Customer shall promptly reimburse the Company for its reasonable attorneys’ fees, court costs, and expenses related to or resulting from the exercise of such remedies.
4. Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to the Company, as applicable, as follows:
a. Customer will not make any Unauthorized Statement and will cause the Customer Parties to refrain from making any Unauthorized Statement;
b. Customer has been duly authorized to enter into this Agreement and to perform fully its obligations, such obligations constitute the legal, valid, and binding obligations of Customer, enforceable in accordance with their terms, and no further consents of any other person, entity, public body, or court are required in connection with this Agreement and the performance of Customer’s obligations;
c. the execution and delivery of, and the performance of the obligations in, this Agreement, does not and will not violate any municipal, local, state, or federal law or order, or constitute or result in the breach or violation of any (i) oral or written agreement to which Customer is a party, or (ii) any order, decree, or injunction to which Customer is bound;
d. Customer is in compliance with, as of the date it executes this Agreement, and will maintain compliance with, any and all requirements (by law, regulation, order, agreement, or otherwise) to have and maintain any and all applicable insurance on any Premises where Customer has a License or where Customer intends to or is attempting to implement the Procedures.
This paragraph 4 survives the termination or expiration of this Agreement for a period of two (2) years. Customer shall immediately notify the Company in writing if any of the terms of this paragraph become untrue or misleading in any material respect.
VII. Default
Customer is in default under this Agreement if (i) it materially breaches any of its obligations or any provision of this Agreement and such breach continues for a period of ten (10) days after it has been notified of the breach, and/or (ii) it fails to pay the Contract Price or any part thereof (including an Installment Payment) or any other charges, costs or amounts due under this Agreement within five (5) days after such amount is due, and/or (iii) it ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets (and such receiver is not discharged within 30 days), or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors and such proceeding is not dismissed within 60 days from the date of the notice for the breach. Upon the occurrence of a default as described in this paragraph, the Company may immediately terminate this Agreement by giving written notice to Customer, and/or revoke the License, and/or exercise all rights and remedies available to the Company under this Agreement or otherwise available to the Company at law or in equity, it being intended that all remedies shall be cumulative. In addition to the rights and remedies provided above and elsewhere in this Agreement to Company, in the event Customer does not pay any Installment Payment(s) and such failure continues for a period of five (5) days after the due date of such Installment Payment, the Company may revoke the License and cancel or suspend the Certification.
VIII. Miscellaneous
No modification, amendment, or alteration of this Agreement shall be effective unless written and signed by you and the Company.
This Agreement, together with the material terms provided by Customer’s access of the Website, constitute the entire agreement between Customer and the Company with respect to the subject matter hereof and supersedes any other agreements, express or implied, between Customer and the Company with respect to the subject matter.
Neither Customer nor Company may assign or delegate its rights under this Agreement without the consent of the other, not to be unreasonably withheld. This Agreement is binding on and inures to the benefit of each of Customer and Company and its respective successors and assigns.
Nothing in this Agreement will be construed to cause Customer and the Company to be partners, joint venturers, co-owners, or otherwise participants in a joint or common undertaking.
The provisions of this Agreement are for the sole benefit of you and the Company and their successors and permitted assigns and nothing in this Agreement shall be construed as conferring any rights to any third party (including any third party beneficiary rights).
The failure of either Customer or Company to require performance by the other pursuant to the terms of this Agreement shall not be a waiver of any rights nor shall it operate to preclude the strict performance of all terms of this Agreement at any time thereafter. The waiver by either Customer or Company of a breach of any provision hereof shall not be taken, construed, or held to be a waiver of the provision itself or waiver of any other breach.
In the event of any breach of this Agreement and/or any action taken to enforce this Agreement or address a breach thereof, the prevailing party shall be entitled to an award of their reasonable attorneys’ fees, court costs, expert witness expenses, other litigation expenses, and any costs and expenses incurred in connection therewith.
If any term of this Agreement is to any extent determined to be illegal, invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
This Agreement is governed by and construed in accordance with the laws of the State of Arizona. Both Customer and Company hereby submit to the exclusive jurisdiction of the federal and state courts in Maricopa County, Arizona. The exclusive venue for any actions arising out of this Agreement is Maricopa County, Arizona. CUSTOMER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
SCHEDULE 1
The $100,000 HealthyVerify Limited Guarantee
HealthyVerify takes its Procedures seriously and stands behind these powerful mitigation methods to reduce the spread of Covid-19. In fact, we believe so strongly in our methods that in the event of an outbreak, HealthyVerify Customers who have received and maintained Certification are eligible for up to $100,000 for medical expenses incurred by employees of the Customer that contract Covid-19 while on the job (the “Infected Person”), subject to the following terms and conditions. Capitalized terms not defined in this Schedule 1 have the meanings set forth in the Agreement.
I. Eligibility
In order to be eligible to receive the benefit of the Guarantee, the Customer shall:
1. Have received and maintained a Certification from the Company and a minimum of two (2) weeks have passed since the date of Certification at the time the Infected Person is infected with Covid-19;
2. Be operating in strict compliance with the HealthyVerify Procedures developed for that Customer at the time the Infected Person contracts Covid-19;
3. Provide written electronic notice to HealthyVerify of any Infected Person’s infection within 24 hours of the Infected Person being diagnosed with Covid-19 including a description of the circumstances through which the Infected Person was infected while on the job. Notices shall be sent via electronic mail to Notice@HealthyVerify.com and must include the Customer name, the name of the Infected Person, and a copy of documentation of a positive Covid-19 test;
4. Permit immediate in person or remote video inspection of the premises (at the Company’s discretion) by HealthyVerify staff or designees after the notice is provided including providing access to any and all video surveillance the Customer maintains;
5. Provide HealthyVerify with evidence satisfactory to HeathyVerify that a cluster consisting of greater than 10% of Customer’s employees (or for Customers with fewer than 50 employees, more than five (5) employees) simultaneously contracted Covid-19 at a single location of the Premises and that each case was related to the other (a “Cluster”);
Provide HealthyVerify with access to speak with the Customer’s employees including the Infected Person; and
Have a HealthyVerify account that is paid in full and current at the time that the Infected Person contracts Covid-19.
II. Restrictions and Limitations
The Guarantee is subject to the following restrictions and limitations:
1. Payment to providers only. Payments made by HealthyVerify pursuant to the Guarantee will be made directly to healthcare providers for amounts reflected on valid and final invoices. No money will be paid direct to any Infected Person, Customer, other individual, or business other than a healthcare provider that has rendered medical services to an Infected Person.
2. Coverage for amounts due after insurance. The Guarantee only covers amounts due after the Infected Person’s health insurance has fully processed and paid for its portion of all invoices from medical providers. The Guarantee does not cover any medical expenses incurred if those expenses were incurred for services provided by a medical provider that is deemed out of network by the Infected Person’s medical insurance provider. Further, the Guarantee does not cover any expenses incurred by any Infected Person who does not have health insurance.
3. Invoices. In order to be eligible for payment via the Guarantee, all medical invoices shall be submitted to HealthyVerify by the Infected Person or their representative within 48 hours of their receipt by the Infected Person.
4. Guaranteed event. If the Customer cannot establish to the Company’s satisfaction that each Infected Person was infected while working at the applicable Premises, the Guarantee will not apply.
5. Limitations. The Guarantee may reimburse eligible medical expenses for a single Cluster of up to $100,000 per Customer (the “Cap”). Once the Cap is reached, the Guarantee no longer applies and the Company shall have no further obligations with respect thereto.Additionally, no additional payments or coverage will be provided no matter the number of Infected Persons or subsequent Clusters. Valid invoices will be considered for payment under the Guarantee in the order received by HealthyVerify.
6. Compliance with eligibility criteria. Strict compliance with the Eligibility criteria set out in Section I above is required and the Guarantee shall be null and void unless the Customer is in strict compliance with each such criteria and these Restrictions.
7. Pre-existing conditions. The Guarantee does not cover pre-existing conditions or, in the event there is an Eligible Claim, to the increased medical services or costs arising from any pre-existing condition. A pre-existing condition is an injury, sickness, or other condition which the Infected Person received medical treatment, consultation, care or services; took prescription medication or had medication prescribed; or had symptoms or conditions which would cause a reasonably prudent person to seek diagnosis, care or treatment. Pre-existing conditions include COVID-19 and any symptoms or conditions arising therefrom.
III. Procedure for Guarantee Claims; Miscellaneous
1. If the Company determines that the Customer has met all Eligibility criteria described in Section I above and that the Restrictions described in Section II above do not limit or prohibit a payment by Company pursuant to the Guarantee (an “Eligible Claim”), then the Company will pay the applicable medical provider the costs of valid invoices for the Infected Person(s), subject to the Cap, within 60 days from the date the Company determines the existence of the Eligible Claim.
2. Except as provided in paragraph 1 above, Company has no obligation to pay (in a timely manner or otherwise) any amounts due on account of the Infected Person(s), and Company shall incur no liability for any claims, damages, costs and expenses incurred by any Infected Person or the Customer arising from the non-payment of any medical services except as expressly set forth in this Guarantee.
3. This Guarantee automatically expires and becomes of no further force or effect when the Agreement terminates or expires.
