Terms of Service

1. Acceptance of Terms

Welcome to the services offered by Crimson Performance Healthcare Inc. (“Crimson,” “we,” “us,” or “our”). By creating an account, accessing, or using our website, mobile applications, telehealth platform, patient portal (HealthHub), or any related services (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”).

If you do not agree to all of these Terms, you may not access or use the Services. These Terms constitute a legally binding agreement between you and Crimson. Your continued use of the Services following any changes to these Terms constitutes your acceptance of those changes.

These Terms are supplemented by our Notice of Privacy Practices, which describes how we handle your Protected Health Information under HIPAA.

2. Description of Services

Crimson provides a technology-enabled healthcare platform that may include, but is not limited to:

• Telehealth consultations with licensed healthcare providers.
• Ordering and management of at-home and in-clinic laboratory testing.
• Health monitoring, biomarker tracking, and wellness assessments.
• Prescription medication management and fulfillment coordination.
• Integration with third-party health devices and wearable technology.
• Personalized health insights, care plans, and clinical recommendations.
• Care coordination and messaging with your clinical care team.

The Services are not intended for use in medical emergencies. If you are experiencing a medical emergency, call 911 or go to the nearest emergency room immediately.

3. Eligibility

To use the Services, you must: (a) be at least 18 years of age; (b) be a resident of the United States; (c) be capable of forming a binding legal agreement; and (d) not be prohibited from using the Services under applicable law.

By using the Services, you represent and warrant that all information you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. Providing false or misleading information may result in immediate termination of your account.

4. Account Registration and Security

You must create an account to access most features of the Services. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to immediately notify Crimson of any unauthorized use of your account or any other breach of security.

Crimson reserves the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to violation of these Terms, fraudulent activity, or inactivity.

5. Consent to Telehealth Services

By using the Services, you consent to receive healthcare services via telehealth technology, including but not limited to video, audio, and asynchronous messaging. You understand and acknowledge that:

• Telehealth involves the delivery of healthcare services using electronic communications and is not the same as an in-person visit.
• There are potential risks including, but not limited to, technical failures, interruptions, delays, or limitations of technology that may affect care delivery.
• Despite reasonable efforts, information transmitted may not be sufficient to allow for appropriate medical decision-making.
• Healthcare providers retain full discretion to determine whether telehealth is appropriate for your condition or whether an in-person visit is recommended.
• The Services do not replace your primary care physician or other established provider relationships.

You may withdraw your consent to telehealth services at any time by contacting us, though this may limit your ability to use certain features of the Services.

6. Health Information, HIPAA, and Data Practices

Crimson is a covered entity under the Health Insurance Portability and Accountability Act (“HIPAA”). Our collection, use, and disclosure of your Protected Health Information (“PHI”) is governed by HIPAA, applicable state privacy laws, and our Notice of Privacy Practices.

By using the Services, you expressly consent to the collection, use, storage, and disclosure of your health information and personal data as described in these Terms and our Notice of Privacy Practices. Specifically, you consent to the use and disclosure of your PHI for:

• Treatment: Providing, coordinating, and managing your healthcare across our platform, clinical team, and partner providers.
• Payment: Billing, claims submission, insurance verification, and payment collection.
• Healthcare Operations: Quality assessment, compliance audits, training, business planning, customer service, and administrative functions.
• Business Associates: Sharing with third-party service providers who perform functions on our behalf and who are bound by Business Associate Agreements requiring HIPAA-compliant protections.
• Legal Obligations: Disclosures required or permitted by federal, state, or local law, including public health reporting, law enforcement requests, and judicial proceedings.

7. Data Use, Sharing, and De-Identification

In addition to the uses described above, you acknowledge and agree that:

• Crimson may de-identify your health information in accordance with the HIPAA de-identification standard (45 C.F.R. § 164.514). De-identified data is no longer PHI and may be used or disclosed for any purpose, including but not limited to research, analytics, product development, benchmarking, and commercial purposes.
• Crimson may create, use, and share aggregated and anonymized datasets derived from user data for research, public health, clinical studies, commercial analytics, publication, and sale to third parties.
• Crimson may use your non-PHI personal data (such as account information, usage data, device information, and browsing activity) for platform improvement, marketing, analytics, and business operations.
• Crimson may share your information with affiliated entities, successors, or acquirers in connection with a merger, acquisition, reorganization, or sale of assets.
• Where required by law or where you provide separate written authorization, Crimson may disclose your PHI to third parties for purposes beyond treatment, payment, and healthcare operations.

You understand that once information is de-identified under HIPAA standards, it is no longer subject to the protections of HIPAA or these Terms as they relate to PHI. Crimson retains ownership of all de-identified and aggregated data.

8. User Content and Data Rights

By submitting, uploading, or otherwise providing data, content, or information to the Services (“User Content”), including but not limited to health data, lab results, wearable device data, questionnaire responses, messages, and uploaded files, you grant Crimson a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, adapt, process, analyze, distribute, and display such User Content for the purpose of providing, maintaining, improving, and developing the Services, as well as for any lawful business purpose.

This license survives termination of your account except to the extent the User Content constitutes PHI, which will continue to be governed by HIPAA and our Notice of Privacy Practices.

You represent and warrant that you have all rights necessary to grant the above license and that your User Content does not infringe any third-party rights.

9. Payment and Billing

Certain features of the Services require payment. By purchasing a product or service, you agree to pay all applicable fees as described at the time of purchase. All payments are processed through secure third-party payment processors.

• Prices are subject to change at any time without prior notice.
• All sales are final unless otherwise stated in a specific product or service offering, or required by applicable law.
• You are responsible for all taxes associated with your purchases.
• If a subscription service is offered, it will automatically renew at the stated interval unless you cancel prior to the renewal date.
• We reserve the right to refuse or cancel orders at our sole discretion.

Crimson accepts Health Savings Account (HSA) and Flexible Spending Account (FSA) payments where applicable. Consult your plan administrator for eligibility.

10. Third-Party Integrations

The Services may integrate with third-party products, services, or platforms, including but not limited to wearable health devices, laboratory partners, pharmacy services, and data aggregation tools. Your use of any third-party service is subject to that third party's terms and privacy policies. Crimson is not responsible for the practices, content, or availability of third-party services.

By connecting a third-party service to your Crimson account, you authorize Crimson to access, receive, store, and process data from that service for the purposes described in these Terms and our Notice of Privacy Practices.

11. Intellectual Property

All content, features, functionality, design, text, graphics, logos, trademarks, and software associated with the Services are the exclusive property of Crimson or its licensors and are protected by United States and international intellectual property laws.

You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works from any part of the Services without Crimson's prior written consent. Your use of the Services grants you no ownership rights in any intellectual property.

12. Prohibited Uses

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations.
• Provide false, misleading, or inaccurate information.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems.
• Use automated means (bots, scrapers, crawlers) to access or collect data from the Services without prior written consent.
• Transmit any viruses, malware, or other harmful code.
• Use the Services to harass, abuse, threaten, or harm any person.
• Resell, redistribute, or commercially exploit the Services or any content therein.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Crimson does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Crimson does not guarantee any specific health outcomes from your use of the Services.

The information and content provided through the Services, including health insights and recommendations, are for informational purposes and do not constitute medical advice. Always consult with a qualified healthcare provider regarding any medical conditions or treatment decisions.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRIMSON, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICES.

CRIMSON'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO CRIMSON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

15. Indemnification

You agree to indemnify, defend, and hold harmless Crimson and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your User Content.

16. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) shall be resolved through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. The arbitration shall be conducted in Salt Lake City, Utah, or at another mutually agreed location.

YOU AND CRIMSON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

18. Modifications to Terms

Crimson reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new “Last Updated” date. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

19. Termination

You may terminate your account at any time by contacting us. Crimson may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination will survive, including but not limited to Sections 7 (Data Use), 8 (User Content and Data Rights), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 16 (Dispute Resolution), and 17 (Governing Law).

20. Miscellaneous

• Entire Agreement: These Terms, together with our Notice of Privacy Practices, constitute the entire agreement between you and Crimson regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
• Assignment: Crimson may assign these Terms or any rights hereunder without your consent. You may not assign these Terms without our prior written consent.
• Force Majeure: Crimson shall not be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, or disruptions to infrastructure.

21. Contact Information

If you have questions about these Terms, please contact us: