Walrus
Walrus Health End User License Agreement

Last Updated: Mar 2, 2020

This End User License Agreement (“EULA”) has been published by Snoqualmie Inc. dba Walrus Health (“Walrus Health”). This EULA describes the terms and conditions under which individuals are authorized to use the Walrus App, the Walrus Website and the Walrus Services, which are together called the “Walrus Health Solution.”

The Walrus Health Solution is an app-enabled set of Internet-based Services which allow individual users to manage their medications and prescriptions, communicate with pharmacists and other health care providers about medication-related issues, fill prescriptions, and obtain information about their medications. The Walrus Health Solution is made available free of charge to individuals who have health care coverage by a health plan (“Plan”) whose sponsor has an agreement with Walrus Health (“Agreement”).

During the Term of an Agreement a Member (“You”) is entitled to the following licenses to install and use the Walrus App and Updates, use the Walrus Website and the Services, and possess and make use of Licensed Content and Modifications included in the Walrus Health Solution.

  1. Walrus App, Walrus Website and Services.

    1. Walrus App.The Walrus App is a software application which You can download and use on a computer, laptop, tablet or smartphone which has an Internet connection and a compatible operating system and browser (“Compatible Device”). Use of the Walrus App requires You to have an active Account with Walrus Health.

    2. Walrus Website.The Walrus Website is a website which You can access through a Compatible Device over the Internet. Use of the Walrus Website requires You to have an active Account with Walrus Health.

    3. Walrus Services.The Walrus Service are software applications and communications services which You may access and use through the Walrus App or Walrus Website. The Walrus Services include:

      1. Medication Review. Medication Review is an assessment of Your prescribed medication, which includes:

        1. Assessment of potential medication errors, interactions with other medications, compliance with dosing and other guidelines.

        2. Therapeutic interchange of potential alternative medication sources, such as generic versus branded.

      2. Pharmacy Communications. Pharmacy Communications include supporting referral of You and Your prescription to a pharmacy and enabling communications between You and the pharmacy and between the pharmacy and Your prescribing physician.

      3. Prescription Fulfillment. Prescription Fulfillment includes supporting the filling of prescription.

      4. Medication Support. Medication Support includes prescription reminders, medication recall notifications and related medication education and information services.

  2. Activation of Account.Your Plan administrator  may register You by submission of a request for registration to Walrus Health. Upon receipt of a request for registration Walrus Health will create an Account for Your use and notify You of the registration and creation of the Account. Upon Your login to the Account and acceptance of this EULA Walrus Health will activate Your Account as a Service subject to this EULA and notify You of the activation.

  3. Term and Termination of EULA.

    1. This EULA will be effective on the date Walrus Health notifies You that Your Account has been activated (“Effective Date”).

    2. The Term of this EULA shall begin on the Effective Date and continue until terminated as provided in this Section.

    3. You may terminate this EULA at any time upon notice to Walrus Health, without cause and for any reason.

    4. Walrus Health may terminate this EULA at any time upon notice to You and Your Plan for Your breach of any of Your obligations under this EULA.

    5. This EULA will be terminated upon the termination of the Walrus Health Services Agreement for any reason.

    6. Upon termination of this EULA Your Account and Walrus App and access to the Walrus Website will be de-activated and all licenses for the Walrus App, Walrus Website, Services and Licensed Content, and access to the Services and Licensed Content shall terminate, as of the date of termination.

      3.Modification of EULA.Walrus Health may amend this EULA at any time by written notice to You and Your Plan, effective no sooner than sixty (60) days from the date of the notice. In the event You do not accept the amendment, You must terminate Your Account as provided in Section 2 of this EULA. If You do not terminate Your Account and You use the Walrus App or Walrus Website or otherwise access the Services after the effective date of the amendment, You will be deemed to have accepted the amendment.

  4. Applications, Services and Content Provided by Walrus Health.

    1. Walrus Health makes the Walrus App, and any improvements, enhancements or other modifications to the Walrus App (“Updates”) available for download through the Apple App Store for Apple-branded devices, and through the Google Play Store for Android devices (“Compatible Devices”). You are solely responsible for procuring and maintaining Compatible Devices including hardware, firmware, operating systems and any other software necessary or desirable for installation and use of the Walrus App and for use of the Apple App Store or Google Play Store to obtain the Walrus App and Updates in compliance with the terms and conditions applicable to those online stores.

    2. Walrus Health makes the Walrus Website available over the Internet to Compatible Devices. You are solely responsible for procuring and maintaining Compatible Devices and Internet connectivity suitable for use with the Walrus Website. including sufficient bandwidth for effective access and usage.

    3. Walrus Health makes the Services and Licensed Content, and any Updates and modifications to Licensed Content (“Modifications”) available through the Walrus App or Walrus Website over the Internet from Compatible Devices. You are solely responsible for procuring and maintaining Internet connectivity and services compatible with use of the Walrus App and Services, including sufficient bandwidth for effective access and usage.

    4. Licensed Content may include text, graphics, images, and information created by Walrus Health(“Walrus Content”) or by third parties (“Third Party Content”), as well as websites and online services created by third parties (“Third Party Services”). Licensed Content is provided for informational purposes only. Licensed Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should consult with Your pharmacist, physician or other qualified medical professional with respect to the interpretation and Your understanding of Licensed Content.

  5. License.

    1. You agree that as between Walrus Health and You, Walrus Health shall have sole and exclusive ownership of, and all right, title, and interest in and to, the Walrus App, the Walrus Website, all Licensed Content and all Updates and Modifications (including ownership of all copyrights and other intellectual property rights), subject only to the rights expressly granted to You under this EULA.  Entry into this EULA provides You with a limited right to use the same solely upon the terms expressly set forth herein.

    2. Upon Your entry into this EULA Walrus Health grants You:

      1. A nontransferable license to use the Walrus App on any Apple-branded or Android products which are Compatible Devices that You own (“Authorized Devices”), to access and use the Walrus App, the Services and Licensed Content.

      2. A nontransferable license to use the Walrus Website on any Compatible Device that You own (“Authorized Device”), to access and use the Services and Licensed Content.

      3. A nontransferable license to access, view and copy Licensed Content on an Authorized Device obtained by use of the Services.

      4. A nontransferable license to access, view, copy and enter information in Your Account.

    3. The term of the licenses granted herein shall begin on the Effective Date of this EULA and shall end on the date of termination of this EULA.

  6. Services and Licensed Content Availability.During the Term of Your Account, Walrus Health will provide the Services, including access to and where applicable display or download of Licensed Content, for access by the Walrus App installed on a Compatible Device or the Walrus Website accessed from a Compatible Device, and subject to availability of Internet and other telecommunications services, Third Party Services and Third Party Content.

  7. Services and Content Provided by Third Parties.

    1. Certain functions included in or supporting the Services are provided and administered by third parties (“Subcontractors”) and provided by agreement between Walrus Health and the Subcontractor.

    2. Websites and online services provided by third parties (“Third Party Services”) may be accessed or made available through the Services, provided by agreement between Walrus Health and the Third Party Services provider.

    3. Licensed Content may include text, graphics, images, and information created by third parties (“Third Party Content”), provided by agreement between Walrus Health and the Third Party Content provider.

  8. Limitations on Use and Distribution

    1. You may not distribute or make the Walrus App or Walrus Website available over a network where it could be used by multiple devices at the same time, or transfer, redistribute or sublicense the Walrus App or Walrus Website or any Update or Modification. If You sell Your Authorized Device to a third party, You must remove the Walrus App (as Updated if applicable) from the Authorized Device before doing so.

    2. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Walrus App, the Walrus Website, any Service, or any Licensed Content, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-source components included with the Walrus App, Walrus Website, Service, or Licensed Content, if and to the extent applicable).

    3. You acknowledge and agrees that the Walrus App, Walrus Website, the Services, and the Licensed Content are licensed to You solely for purposes of Your use of the Walrus App, Walrus Website and the Services. You may not use the Walrus App, Walrus Website, Services, or Licensed Content for any other purposes, and may not rent the Walrus App, access to the Walrus Website or Services, or Licensed Content, or share them with other parties.  The unauthorized reproduction or redistribution of the Walrus App or any Walrus Website or Services software or any Licensed Content by You is prohibited by law and may result in severe civil and criminal penalties.  The Walrus App, Walrus Website, Services and Licensed Content may only be used by You in the United States of America and in any territory of the United States of America.

    4. You may not use the Walrus App, Walrus Website or Services to harass, abuse, stalk, threaten or defame any person or entity, and You agree that Walrus Health is not responsible or liable for any such use.

    5. You may not use the Walrus App, Walrus Website, Services or Licensed Content in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Walrus Health or any third party.

    6. You may not use the Walrus App, Walrus Website Services or Licensed Content for any purposes prohibited by United States law and the laws of the jurisdiction in which the Walrus App was obtained or is used or the Walrus Website was accessed.

    7. You acknowledge that any violation of these Limitations on Use and Distribution will cause irreparable damage to Walrus Health, which could not be adequately redressed by monetary damages.  You therefore agree that in the event of an actual or threatened violation of these Limitations on Use and Distribution, during or after the Term of this EULA, Walrus Health shall be entitled to both temporary and permanent injunctive relief against You from any court of competent jurisdiction, without first submitting the matter to arbitration as provided in this EULA, and in addition to all other remedies which Walrus Health may have at law, in equity or otherwise.

  9. Device and Account Responsibility.You are solely responsible for the security of any computer, laptop, smartphone or other device or equipment, whether an Authorized or Compatible Device or not, on which You install and use the Walrus App, Services and Licensed Content, including the protection of any user names, passwords, personal identification number (“PIN”) and other identifier and authentication mechanisms used to access such Device(s), the Walrus App, the Services, Licensed Content and Medication Information. You are also solely responsible for all electronic communications, including those containing business information, Your registration information, and all other data of any kind contained within transmissions, messages, emails or otherwise entered electronically through the Services or under Your Account. Walrus Health will rely upon any electronic communications it receives under Your passwords, user name, PIN and/or account number as having been sent by You. You agree to immediately notify Walrus Health if You become aware of any loss or theft of the Your Device or unauthorized use of any of Your passwords, user names, and/or account information.

  10. DISCLAIMER.  THE WALRUS APP, WALRUS WEBSITE, ALL SERVICES AND ALL LICENSED CONTENT ARE PROVIDED ON AN "AS IS" BASIS ONLY.  ACCORDINGLY, BUT WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, WALRUS HEALTH DOES NOT REPRESENT OR WARRANT THAT THE WALRUS APP, THE SERVICES OR ANY LICENSED CONTENT WILL MEET THE REQUIREMENTS OF ANY PERSON OR WILL OPERATE ERROR-FREE OR CONTINUOUSLY, AND WALRUS HEALTH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR REPRESENTATIONS CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ONE OR MORE OF THE INFORMATION, GOODS AND SERVICES REFERRED TO ABOVE.  YOU AGREE THAT WALRUS HEALTH HAS MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS EULA, AND THAT NO FUTURE AGREEMENT, REPRESENTATION OR WARRANTY OF WALRUS HEALTH WITH REGARD TO INFORMATION, GOODS OR SERVICES PROVIDED UNDER THIS EULA SHALL BE EFFECTIVE UNLESS EXPRESSLY STATED IN AN AMENDMENT TO THIS EULA IN WRITING BY WALRUS HEALTH.

  11. Limited Walrus App, Walrus Website and Services Performance Warranty.During the Term of Your Account the Walrus App and Walrus Website will provide You with access to the Services and will support access to and where applicable display or download of Licensed Content, provided that the Walrus App is installed and maintained on an Authorized Device or Walrus Website is accessed from a Compatible Device that You own, subject to availability of the Internet and the functioning of the Device.

  12. Limited Intellectual Property Warranty.

    1. Walrus Health hereby warrants with respect to the Walrus App, the Walrus Website, the Services and the Licensed Content that Walrus Health has the legal right and authority to grant You the License(s) contemplated by this EULA.

    2. In the event of any claim or allegation that Your use or possession of the Walrus App, the Walrus Website, the Services, or any Licensed Content constitutes a violation of a third party’s intellectual property rights, Walrus Health will diligently seek to resolve such claim or allegation, and to clear the title to or obtain a valid license for Your use or possession of the Walrus App, the Walrus Website, the Services, or Licensed Content or implement a reasonable substitute for the Walrus App, the Walrus Website, the Services or Licensed Content, if reasonably possible. In the event Walrus Health is unable to do so within a reasonable time You may terminate this EULA.

    3. Subject to the limitations of this EULA Walrus Health will indemnify, hold harmless and defend You against any and all claims that Your use of the Walrus App, the Walrus Website, the Services or Licensed Content for any purpose authorized under this EULA during the term of this EULA violated any third party’s patent, copyright or other intellectual property rights.

  13. Limitations on Walrus Health Liability

    1. Except for Medication Information, data displayed by the Walrus App or Walrus Website and provided through the Walrus App, Walrus Website, or Services, including but not limited to Licensed Content, is for general informational purposes only and is not guaranteed by Walrus Health, its agents, or any third party. Medication Information may be used by Your Health Care Providers or Your treatment purposes subject to the Health Care Provider’s exercise of due care and independent professional judgment and at the Health Care Provider’s sole risk.

    2. In no event shall Walrus Health be responsible for any harm to Your health or safety, privacy, or damages or losses suffered or incurred by You as the result of any error, omission, delay or failure to perform by Walrus Health, the Walrus App, the Walrus Website, or any Services, which was caused or contributed to by You or a Health Care Provider, or due to any error or omission by You or a Health Care Provider.

    3. In no event shall Walrus Health be responsible for any harm to Your health or safety, privacy, or damages or losses suffered or incurred by You as the result of any error, omission, delay or failure to perform by Walrus Health, the Walrus App, the Walrus Website or any Services which was caused or contributed to by an Internet services provider or other telecommunications carrier or communications services provider, by any application, online or cloud services provider, by any authorized or unauthorized third party, by any application or software, or by the functioning or failure to function of any device or any application, service or software installed on or accessed from any device, other than the Walrus App or Walrus Website as applicable.

  14. Assignment.You have no right to assign this EULA, in whole or in part, by operation of law or otherwise. Any attempt to assign this EULA will be void and of no effect. Walrus Health may assign this EULA to any assignee which agrees to be bound by the terms of this EULA. Subject to the foregoing, this EULA will bind and inure to the benefit of each party's successors and assigns.

  15. Dispute Resolution.

    1. Arbitration.Any dispute, claim, question or disagreement arising from or relating to this EULA or the Notice of Privacy Practices, or the breach hereof or thereof (in each case, a "Dispute"), except a dispute arising under Section  8(f) of the EULA, shall be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitration proceedings will be final and there will be no right of appeal therefrom. The party receiving an award rendered in any such arbitration proceeding will be entitled to have judgment entered thereon. The arbitrator will determine the prevailing party and such party shall be entitled to reasonable attorneys' fees and costs which shall be part of the award.

    2. Jurisdiction and Venue.Jurisdiction and venue for any dispute arising out of or in connection with this EULA shall be in the Superior Court for San Francisco County, California.

    3. Legal Fees and Costs. In the event of legal proceedings arising from or pertaining to this EULA, the Notice of Privacy Practices, or the Walrus App, Walrus Website, Services or Licensed Content, the substantially prevailing party shall be awarded its reasonable attorneys’ fees and costs of litigation, including any on appeal or in bankruptcy proceedings.

  16. Walrus Health Contact Information.

    Any notices or questions about this EULA to Walrus Health must be directed to: compliance@walrus.com