These ENTERPRISE TERMS are incorporated by reference into the Order Schedule executed by 1LIFE HEALTHCARE, INC., a Delaware corporation (“1Life”) and the Customer whose name appears on the Order Schedule. Together, these Enterprise Terms and the Order Schedule form a binding agreement of the parties (the “Agreement”) as of the Effective Date set forth in the Order Schedule. Capitalized terms not defined herein shall have the same meanings ascribed to such terms in the Order Schedule.
The parties, intending to be legally bound, hereby agree as follows:
- Enterprise Subscription. Customer hereby agrees to purchase a 1Life Enterprise Subscription valid for the dates shown on the Order Schedule. The 1Life Enterprise Subscription includes access to a discounted Membership for each Eligible Customer Participant based on the Enterprise Benefit Offering shown on the Order Schedule, any Optional Wellness Services selected by Customer or other services as set forth on the Order Schedule. Customer understands that the Optional Wellness Services may require the cooperation of Customer and availability, timing, and delivery of such services shall be dependent in part upon Customer’s timely cooperation and communication with 1Life regarding such services. Customer acknowledges that it is purchasing access to Memberships solely for the benefit of its employees, contractors or other individuals as specifically stated on the Order Schedule. Customer agrees that it may not resell, offer or arrange for sale, sublicense or otherwise transfer, charge fees or receive remuneration for these Memberships.
- Code Redemption. If 1Life issues an activation code (the “Code”) to Customer, Customer shall distribute such Code to all Eligible Customer Participants. Each Eligible Customer Participant who presents the Code via the 1Life website and agrees to the Terms of Service prior to the Program End Date will receive a Membership or have such person’s Membership renewed. Only Eligible Customer Participants may redeem the Code or otherwise activate a Membership. All Memberships terminate when the Agreement expires or otherwise terminates.
- Term. The Agreement will take effect on the Effective Date and will remain in effect until the Subscription End Date; provided, however, that Sections 3 through 8 shall survive.
- Disclaimer and Limitation of Liability. 1LIFE DOES NOT RENDER MEDICAL OR HEALTH CARE RELATED SERVICES OR TREATMENTS TO ELIGIBLE CUSTOMER PARTICIPANTS. ACCORDINGLY, NEITHER CUSTOMER NOR 1LIFE IS RESPONSIBLE FOR THE HEALTH CARE OR OTHER SERVICES THAT ARE DELIVERED BY ONE MEDICAL. ONE MEDICAL AND ITS SERVICE PROVIDERS ARE SOLELY RESPONSIBLE FOR THE HEALTH CARE OR OTHER SERVICES THEY DELIVER. THE CODES, MEMBERSHIPS AND ANY RELATED SERVICES PURSUANT HERETO, ARE PROVIDED “AS IS” AND “WHERE-IS.” 1LIFE EXPRESSLY DISCLAIMS ALL OTHER EXPRESS WARRANTIES OR CONDITIONS, AND ALL OTHER WARRANTIES, CONDITIONS, AND OBLIGATIONS IMPLIED IN LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF USE, LOSS OF PROFITS OR LOSS OF SAVINGS OR REVENUE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 1LIFE’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ALL CLAIMS AND CAUSES OF ACTION HEREUNDER WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER TO 1LIFE DURING THE APPLICABLE SUBSCRPTION TERM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTS.
- Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient; if not, then on the next business day, (c) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) on the next business day following deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified, in the case of 1Life at the address set forth below, and in the case of the Customer, pursuant to the Customer Contact Information set forth on the Order Schedule, or at such other address or electronic mail address as such party may designate by 10 days’ advance written notice to the other parties hereto:
1Life Healthcare, Inc.
One Embarcadero, 19th Floor
San Francisco, CA 94111
Attention: Legal Department;
- Confidentiality. The recipient will not disclose Confidential Information (as defined below), except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law. “Confidential Information” means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party. The mere existence and nature of a commercial relationship between the parties is not Confidential Information, but the number of Customer’s Eligible Employees and the economic terms of this Agreement shall be Confidential Information.
- Governing Law; Dispute Resolution. This Agreement will be governed by the laws of California. Any dispute, claim or controversy arising out of or relating to this Agreement shall be determined by binding arbitration in San Francisco, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The parties shall maintain the confidential nature of the arbitration proceeding, including the hearing, and any award resulting therefrom, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
- Miscellaneous. The parties agree that the Order Schedule and these Enterprise Terms are the entire Agreement between them regarding the subject matter hereof. Except as provided herein, no change, modification, extension, termination, or waiver of this Agreement, or of any provision herein, shall be valid unless made in writing and signed by each party. 1Life may make changes to terms located at a URL referenced in this Agreement including these 1Life Enterprise Terms (collectively, “URL Terms”) from time to time. After the Effective Date, 1Life may provide Customer with an updated URL in place of any URL in this Agreement. 1Life will post the amended terms and will update the “Updated” date at the top. By continuing to utilize the Services, Customer agrees to be bound by the modified terms; provided however, that if the changes include a material adverse impact for the Customer, 1Life shall notify Customer of such modification by email and if Customer notifies 1Life that it does not agree to such change within thirty days, then Customer shall remain governed by the terms in effect immediately prior to the change, until the end of the then current Period under the applicable Order Schedule. This Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed; provided however, that either party may assign this Agreement (including all Order Schedules) without consent of the other party, to an affiliate or in connection with a merger, acquisition or sale of substantially all of the assets of its business. In the event that any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect without such provision.
CCPA DATA PROCESSING ADDENDUM
This CCPA Data Processing Addendum (“Addendum”) reflects the agreement of Customer and 1Life in relation to the Processing of Customer Personal Information pursuant to the Agreement entered into between the Parties and will be effective January 1, 2020. 1Life understands the terms in this Addendum and agrees to comply with them. This Addendum shall end automatically when the Agreement expires or terminates.
- “CCPA” means the California Consumer Privacy Act of 2018 (“CCPA”), as amended or replaced from time to time, along with any implementing regulation.
- “Consumer” means natural persons who reside in California as defined by Section 17014 of Title 18 of the California Code of Regulations, as that section read on September 1, 2017, including (1) individuals who are in California for a temporary and transitory purpose and (2) individuals who are domiciled in California but are outside the state for a temporary or transitory purpose.
- “Customer Request” means any request submitted by a Consumer to exercise a right in relation to that Consumer’s Customer Personal Information provided by the Applicable Privacy Laws.
- “Customer Personal Information” is personal information, as defined under the CCPA, of any Consumer, which is Processed by 1Life on behalf of Customer under the Agreement, but does not include any personal information governed under HIPAA.
- “Process” means any operation or set of operations that are performed on Customer Personal Information by 1Life under the Agreement.
- A “Security Incident” has occurred when 1Life has knowledge of or reasonably determines there has been unauthorized access and exfiltration, theft, or disclosure, or any other compromise of Customer Personal Information within the possession or control (e.g., physical or IT environment) of 1Life.
- Terms such as “Sell,” “Deidentify”, and “Aggregate” shall have the meaning ascribed to them in the Applicable Privacy Laws.
- Customer’s Obligations
- Consumer Requests. Customer shall be responsible for all communications in relation to all requests made by Consumers in relation to Customer Personal Information.
- 1Life’s Obligations
- Restrictions on Personal Information. 1Life will Process Customer Personal Information as necessary to perform the Services as specified in the Parties’ Agreement, and will not Process, use, share, transfer Customer Personal Information for any other purpose not related to providing such Services. 1Life agrees it will not Sell Customer Personal Information, or share or transfer it to any third party in exchange for any monetary or other valuable consideration.
- Exception for Service Providers. Notwithstanding the restrictions in Section 3.1, 1Life may share or transfer Customer Personal Information with its own Service Providers (“Sub-Service Providers”) to the extent necessary to perform the Services specified in the Parties’ Agreement. Upon Customer’s request, 1Life shall provide a list of its current Sub-Service Providers.
- Assistance with Customer Requests. If 1Life, directly or indirectly, receives a Customer Request relating to that Customer’s Personal Information, 1Life will provide a copy of the Request to Customer and direct the Customer to make the Customer Request directly with Customer. To the extent Customer does not have access to the Customer Personal Information in 1Life’s possession, 1Life will provide reasonable assistance to Customer in relation to a Customer Request.
- Disclosure to Law Enforcement or Government Authorities. If 1Life is required by law to disclose any Customer Personal Information to law enforcement or government authorities, 1Life will notify Customer in writing and liaise with Customer before complying with such disclosure request, to the extent permitted under the law.
- Retention of Customer Personal Information. At the termination of this Addendum, or upon Customer’s written request, 1Life will either securely destroy or return the Customer Personal Information to Customer within a reasonable time, unless it is required or permitted under the applicable law to retain the Customer Personal Information.
- Security Incident. Upon 1Life’s discovery of a Security Incident, 1Life shall provide Customer with written notice without undue delay. As required by the applicable law, 1Life will assist Customer in taking the necessary corrective action.
- Except as provided in this Addendum, all other terms of the Agreement will remain in full force and effect. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum prevail.
- Any provision of this Addendum that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this Addendum.