Magenta Health Terms of Use

The web site (together with any successor site(s) thereto and mobile version(s) thereof, the “Site“) and the Magenta Health mobile app (together with any successor app(s) thereto, the “App“) from which you are accessing these Terms & Conditions (these “Terms“) are made available to you by Magenta Health and its brands and affiliates (collectively, “Magenta“, “we“, “us” or “our“) and are subject to these Terms.

The Site and the App are referred to collectively herein as the (“Service“). Please read these Terms carefully before using the Service. Your use of (including any access to) the Service in any manner binds you to these Terms. These Terms are effective unless and until terminated by Magenta. If you do not agree with any term or condition of these Terms, do not use the Service. By using the Service, you represent that you are 18 years of age or older. If you are under the age of 18, but at least 13 years of age, you may use the Service only under the supervision of a parent or legal guardian who has agreed to be bound by these Terms.

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE NOT INTENDED TO FACILITATE EMERGENCY CARE OR TREATMENT OR SERVE AS A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, OR THE INDIVIDUALIZED ADVICE OR CARE OF A HEALTH CARE PROVIDER. IF YOU ARE HAVING A MEDICAL EMERGENCY, YOUR HEALTH OR SAFETY IS AT RISK, OR YOU OTHERWISE HAVE A NEED FOR IMMEDIATE MEDICAL CARE OR TREATMENT, PLEASE CONTACT YOUR PHYSICIAN OR EMERGENCY SERVICES (DIAL 911).

Magenta reserves the right, at any time, to change these Terms by notifying you of such changes by any reasonable means, including by posting a revised Terms through the Service. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. By using the Service following any such changes, you agree to be bound by such revised Terms. You may reject such changes by ceasing all use of the Services. You should periodically visit this page to review the most current Terms; the “Last Updated” legend indicates when these Terms were last changed. In addition, we may, at any time and without liability, modify or discontinue all or part of the Service (including access to the Service via third party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users.

 

  1. Privacy Notice.Please review our Privacy Policyfor information about our privacy practices in connection with the Service and how we collect, use, share or otherwise process information about you and other data.
  2. Jurisdictional Issues.The Service is controlled and operated from the United States and is not intended to subject Magenta to any non U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or part, to any person, geographic area or jurisdiction that we choose.
  3. Magenta’s Intellectual Property Rights.

3.1.The Service (including all content therein and the compilation of such content, including but not limited to all photos, videos, recipes, text, graphics, data, and images) is owned by Magenta and/or its licensors and is subject to trademark, service mark, copyright and/or other intellectual property rights. The Magenta names and logos, and all related product and service names, design marks and slogans, are the trademarks or service marks of Magenta. All other marks are the property of their respective companies. Nothing contained on the Service grants any rights to use any trade name, trademark, service mark, logo, or other intellectual property without the express prior written consent of the owner.

3.2.Subject to your compliance with these Terms, and solely for so long as you are permitted by Magenta to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access hereunder, on any single device, solely for your personal, non-commercial use. In addition, the App is licensed (and not sold) to end users. Subject to your compliance with these Terms, and solely for so long as you are permitted by Magenta to use the App, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control. If you fail to comply with any provision of these Terms, you must immediately cease using the Service and remove (that is, uninstall and delete) the App from your mobile device.

  1. Rules of Conduct.You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Service. In connection with the Service, you shall not:
  • Post, transmit or otherwise make available through or in connection with the Service any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
  • Post, transmit or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
  • Use the Service for any purpose that is fraudulent or otherwise tortious or unlawful.
  • Harvest or collect information about users of the Service.
  • Interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service; or violate any requirement, procedure or policy of such servers or networks.
  • Restrict or inhibit any other person from using the Service.
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein, without Magenta’s express prior written consent.
  • Reverse engineer, decompile or disassemble any portion of the Service, except where such restriction is expressly prohibited by applicable law.
  • Remove any copyright, trademark or other proprietary rights notice from the Service.
  • Frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, without Magenta’s express prior written consent.
  • Systematically download and store Service content.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content, or reproduce or circumvent the navigational structure or presentation of the Service, without Magenta’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Magenta grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Magenta reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Service.

  1. Your Account.You may need to register to use all or part of the Service. We may reject, or require that you change, any account name, password or other information that you provide to us in registering. Your account name and password are for your personal use only. You are responsible for maintaining the confidentiality of your account and password (including any related security questions and answers), and for restricting access to your computer or other device, and you are responsibility for all activities, including purchases, that occur in connection with your account or password. Your account may not transfer to other websites owned or operated by Magenta, which may require you to create a separate account. You represent and warrant that any information you provide in connection with the Service is and will remain accurate, current, and complete, and that you will maintain and update such information as needed. By creating an account, you also agree to immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your account.
  2. Submissions and Forums.Service users may make available certain materials, including but not limited to comments, photos, videos, or other user generated content (each, a “Submission“), through or in connection with the Service, including on the Service’s interactive features, such as message boards, ratings and reviews, and other forums or messaging functionality (each, a “Forum“), or on third party social media platforms by using promotional hashtags designated by Magenta. You agree to abide by the Rules of Conduct set forth in Section 4 above with regards to all Submissions. Magenta has no control over Submissions, and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.
  3. License.For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty free, fully paid up, non exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submission (including any ideas, concepts, know how, techniques or methodologies incorporated therein), in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials, and to develop, manufacture and market products and services).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback“), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Magenta under any fiduciary or other obligation.

  1. Third Party Materials.Parties other than Magenta may make available services, products and content on the Service. For example, Magenta may provides links to third party web sites and other resources for your convenience. Such third party stores, services, products, content, web sites and other resources, including Submissions of third parties, are referred to collectively herein as “Third Party Materials“. Magenta neither controls nor endorses, nor is Magenta responsible for, Third Party Materials, including their accuracy, integrity, quality, legality, usefulness and safety, and any intellectual property rights therein. Nothing in these Terms shall be deemed a representation or warranty by Magenta with respect to any Third Party Materials. Magenta has no obligation to monitor Third Party Materials, and may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. Third Party Materials are provided for your convenience, and their availability through the Service does not imply Magenta’s endorsement of, or affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

MAGENTA DOES NOT ASSUME ANY RESPONSIBILITY FOR (1) ANY CONTENT OF, (2) ANY TECHNOLOGY IMPLEMENTED BY, OR (3) THE PRIVACY PRACTICES OF, ANY THIRD PARTY. YOUR USE OF ANY THIRD PARTY MATERIALS IS AT YOUR OWN RISK, AND IS SUBJECT TO ANY APPLICABLE THIRD PARTY TERMS, CONDITIONS AND POLICIES (SUCH AS TERMS AND PRIVACY POLICIES).

  1. Monitoring.Magenta reserves the right, but does not have any obligation, to monitor areas of the Service electronically, and to monitor, alter, evaluate or remove any Submissions before or after they appear on the Service. Magenta furthers reserves the right to disclose any content, records or electronic communication of any kind, including Submissions, if required to do so by any law, rule, regulation or court order, or if such disclosure is necessary or appropriate to operate the Service or to protect Magenta’s rights or property, or the rights of other Service users, or our partners, affiliates, sponsors, providers, licensors or merchants, or as otherwise permitted in our Privacy Policy.
  2. Consent to E-mail Communication; Mobile Applications; Carrier Charges.When you create a user account using the Service or send an e-mail to us, or otherwise electronically request that we contact you, you are communicating with us electronically. You consent to receive communications from us electronically, and agree that we may communicate with you by e-mail or by posting notices on the Service.If you access or use the Services, then you hereby acknowledge and agree that information about your use of the Services through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to Magenta; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any. The data fees, rates, and charges of your mobile device carrier may apply to your access and/or use of the Services. Magenta is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.

11.Account Registration. You must register with Magenta and create an account (“Account“) in order to use mobile payment functionality if such functionality is made available by Magenta. If applicable, the registration process will ask you for certain information including your name, address information (e.g., e mail address and billing address), mobile phone number, financial account information (e.g., payment card account numbers) and other personal information. You must also select a passcode and security questions and answers. The information you provide must be accurate and complete. You must also keep the information that you provide up to date. You are responsible for safeguarding your Account information (including your passcode and security questions and answers), and for all activity that occurs in connection with your Account, as set forth in Section 5 above.

12.Disclosures and Notices.You agree that we can provide disclosures and notices required by law and other information about your Account to you electronically by posting it on the Service, or e-mailing it to the e-mail address listed in your Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices are considered received by you within 24 hours of the time it was posted to the Service or e-mailed to you unless, in the case of e-mail, we receive notice that the e-mail was not delivered.

13.Security.We have implemented reasonable technical and organizational measures designed to secure your Account information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures and use your Account information for improper purposes.

14.Representations and Warranties.You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) if you register for mobile payment functionality, you are eligible to register and use the mobile payment functionality and have the right, power, and ability to enter into and perform under these Terms; (c) the name identified by you when you registered is your name; (d) you will fulfill all of your obligations to each merchant and/or financial institution for which you submit a transaction, and, except as permitted otherwise by applicable law or your card issuer or Network, will resolve any consumer dispute or complaint directly with such merchant or financial institution; (e) you and all transactions initiated by you will comply with all federal, state and local laws, rules and regulations applicable to you, including any applicable tax laws and regulations; (f) you will not use the mobile payment functionality, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the mobile payment functionality.

15.Suspension or Termination.Without limiting Section 20 below, we may terminate or suspend your access to or use of the mobile payment functionality or Account, and/or close your Account, for any reason or no reason at any time, upon notice to you, including if you (a) have violated these Terms, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate or misleading information, or otherwise engage in fraudulent or illegal conduct. Upon any such termination or suspension, you must immediately stop using the mobile payment functionality, and we reserve the right to delete all of your Account information stored on our servers. We will not be liable to you for compensation, reimbursement or damages in connection with your use of the mobile payment functionality, or any such termination, suspension or deletion of information.

  1. DISCLAIMER AND LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAGENTA IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF, OR RELIANCE ON, ANY MATERIALS (INCLUDING THIRD PARTY MATERIALS) AVAILABLE THROUGH OR SUBMITTED TO THE SERVICE, OR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE SERVICE, AND THE RISK OF DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND ALL SUCH MATERIALS, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. YOU AGREE THAT MAGENTA SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF SUCH MATERIALS, PRODUCTS OR SERVICES) ARISING OUT OF USE OF, OR INABILITY TO USE, THE SERVICE OR SUCH MATERIALS, PRODUCTS OR SERVICES, EVEN IF MAGENTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF MAGENTA (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ASSOCIATED WITH ANY CLAIM ARISING FROM THE SERVICE, FOR ANY REASON WHATSOEVER, SHALL BE LIMITED TO THE GREATER OF $100 OR THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE FOR WHICH THE CLAIM IS BASED ON. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF SUCH LAWS APPLY TO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS, THEN CERTAIN SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS.

    1. Indemnity.You agree to defend, indemnify and hold Magenta and its affiliates harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from (a) your access to or use of the Service or any materials (including Third Party Materials), products or services available through the Service, (b) any of your Submissions, or (c) any violation or alleged violation by you of any provision of these Terms.
    2. Applicable Law; Disputes.You agree that the laws of the State of Texas, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Magenta. Any action or proceeding relating to or arising from these Terms or your use of the Service must be brought in the state or federal courts located in Bexar County, Texas, and you consent to the exclusive personal jurisdiction of such courts.
    3. Copyright Infringement Claims.The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that material available on the Service infringes your copyright, you (or your agent) may send to Magenta a written notice by mail, e-mail or fax, requesting that Magenta remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Magenta a counter notice. Notices and counter‑notices must meet the then current statutory requirements imposed by the DMCA. See copyright.govfor details. Notices and counter notices must be sent in writing to Magenta’s DMCA agent as follows: by mail to DMCA Designated Agent, H‑ E‑B Corporate Law, 646 South Flores, San Antonio, Texas 78204; by e mail to DMCA@HEB.com; or by fax to 210 938 7816. We suggest that you consult your legal advisor before filing a DMCA notice or counter‑ notice.
    4. Termination.These Terms are effective until terminated by Magenta. We may terminate or suspend your use of the Service at any time and without prior notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Service will immediately cease and you must remove (that is, uninstall and delete) the App from your mobile device, and Magenta may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 1, 2, 3, 4, 7, 16, 17, and 22 shall survive any expiration or termination of these Terms.
    5. Filtering.We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (kids.getnetwise.org) and OnGuard Online (onguardonline.gov). Please note that Magenta does not endorse any of the products or services listed on such sites.
  1. Release. To the fullest extent permitted by applicable law, you release Magenta and its subsidiary and affiliated entities from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
  2. Miscellaneous.These Terms do not, and shall not be construed to, create any partnership, joint venture, employer employee, agency or franchisor franchisee relationship between you and Magenta. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation.” These Terms, including any terms and conditions incorporated herein, are the entire agreement between you and Magenta relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Magenta relating to such subject matter. Notices to you (including notices of changes to these Terms ) may be made via posting to the Service or by e mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or 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. Magenta will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
  3. Apple Specific Terms.In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple“). Apple is not a party to these Terms and does not own and is not responsible for the App or the content thereof. The license you have been granted herein is limited to a non transferable license to use the App on an Apple branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. Apple is not responsible for and has no obligation whatsoever to furnish any maintenance or other support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and, if applicable, Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and will not be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Apple is not responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. It is not the intention of these Terms to limit Magenta’s liability to you beyond what is permitted by applicable law. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Magenta in accordance with the “Contact Us” section below. In addition, you must comply with the terms of any third party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.
  4. Contact Us.Please let us know if you have any questions about, or would like a copy of, our Terms. A copy will be provided to you free of charge. Simply email or call us at Contact Us.

Effective Date: January 1, 2019