Terms and Conditions

Last updated: July 15, 2024

Please read these Terms and Conditions (“Terms”) carefully before using the https://provider.progyny.com (the “Service”) operated by Progyny, Inc. and its affiliates and subsidiaries (“Progyny”, “us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have permission to access the Service.

You agree not to (i) access or use the Service in any unlawful way or for any unlawful purpose; (ii) post or transmit a message under a false name; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with an entity; (iv) incorrectly identify the sender of any message transmitted to the Services; (v) interfere with other users’ use and enjoyment of the Services; (vi) do anything that is illegal or that violates the rights of others; (vii) upload any data, materials, content, user information which is libelous, defamatory, obscene, fraudulent, false, harassing, pornographic, harmful, or contrary to the ownership or intellectual property rights of any other person, or contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Services, or facilitate or promote hacking or similar conduct; (viii) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Services, or (ix) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.

Privacy and Security

Your privacy is important to us, and we are committed to protecting your information in accordance with applicable laws and regulations, and consistent with our established policies. Once we have received your information, we will use strict procedures, safeguards and security measures to secure your data and to try to prevent any unauthorized access to your information.

Communications

When creating an account on our Service, you can agree to subscribe to newsletters, marketing or promotional materials and other information we may send. Additionally, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Content

In addition, content defined as such as educational materials, marketing materials, or any other general Progyny created information which specifically excludes member, clinic or provider information found on or through this Service are the property of Progyny, Inc. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Accounts

When you create an account with us, you represent that the account is being created for yourself, for your own use and that you are at least the age of 18 or older, and that the information you provide us is accurate, complete, and current at all times. You further warrant and represent that you are a participating provider with Progyny or are affiliated with a participating provider or ancillary in Progyny’s network. Inaccurate, incomplete, or obsolete information may impact your ability to use Service and may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You are responsible for using strong passwords and changing passwords regularly. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You must notify us immediately if you believe that your user credentials have been compromised.

You may not use as a username the name of another person or entity, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

Intellectual Property

The Service and its original Content, features and functionality are and will remain the exclusive property of Progyny and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Progyny. Nothing contained in this website should be construed as a license or right of use of any trademark or copyrighted material displayed on the website without the express written permission of the owner of the trademark or copyright.

Feedback and Submissions

Progyny welcomes your comments with respect to the Services. All comments, feedback, or suggestions sent by you voluntarily to Progyny will become Progyny’s property, and you agree that all intellectual property rights therein are transferred to Progyny.  Progyny shall own any developments by Progyny or on its behalf arising out of your comments, feedback, suggestions or other submissions and you disclaim any and all rights therein.

Termination

We may terminate, temporarily suspend, or permanently prevent your access to your account and bar access to the Service immediately, without prior notice or liability, in our sole discretion, at any time, for any reason whatsoever, and without limitation, including but not limited to a breach of these Terms.

If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Progyny, Inc. and its affiliates, subsidiaries, licensee and licensors, and their respective employees, contractors, agents, officers and directors, successors and assigns from and against any and all third party claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) of any kind whatsoever, resulting from or arising directly or indirectly out or in connection with of a) your use, misuse and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) content you posted on the Service; or d) any act or omission by you in your use or misuse of the Services; or e) any user information that you upload to or transmit through the Service, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

Limitation of Liability

You agree that, to the fullest extent permitted by law, in no event shall Progyny, Inc., nor its directors, employees, partners, agents, suppliers, affiliates, or subsidiaries will be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) loss of business; (iii) any Content obtained from the Service; (iv) events beyond our reasonable control; (v) computer viruses, system failures or malfunctions which may occur in connection with your use of our website, and (vi) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, confidentiality, non-infringement, or course of performance.

Progyny, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted or available at any particular time or location; b) any errors or defects will be corrected; or c) the outcomes of using the Service will meet your requirements.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

Our failure to insist upon strict performance or otherwise enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

Dispute Resolution and Class Action Waiver

Please read this section carefully. You agree that by agreeing to these Terms, you agree that any dispute, claim or controversy arising out of or relating in any way to these Terms shall be governed and finally decided by the Commercial Arbitration Rules and the Supplementary Procedure for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by the Terms, and will be administered by the AAA. You agree that any cause of action that you may have arising out of or related to the Service or your use of the Service must commence within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

Assignment

You may not assign, transfer, or delegate these Terms or any part thereof without Progyny’s prior written consent.

Entire Agreement

These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and us regarding the subject matter of these Terms and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of the Terms.

Changes

These Terms are legally binding. We reserve the right, in our sole discretion, to modify or replace these Terms at any time. Revised Terms will be effective immediately upon posting or otherwise notifying you. What constitutes a material change will be determined in our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at Progyny, Inc., Attn: Legal, 1359 Broadway, 2^nd Floor, New York, NY 10018, or via legal@progyny.com