Introduction
These Terms of Service (the “Terms”) are an agreement between you and Function Flo Corporation, doing business as Prado (“Prado,” “we,” “us,” or “our”). They govern your access to and use of our website, web and mobile applications, provider portal, application programming interfaces (“APIs”), and any related products and services (collectively, the “Services”).
Prado lets licensed healthcare providers recommend medically tailored meals and other food to their patients, and lets patients buy those meals, including with eligible Health Savings Account (“HSA”) or Flexible Spending Account (“FSA”) funds.
These Terms apply to two kinds of users:
- Providers: licensed healthcare professionals, their practices and organizations, and staff authorized to act on their behalf.
- Patients: individuals who receive a recommendation from a Provider or who buy meals through the Services.
Some sections apply only to Providers or only to Patients and say so. Everything else applies to both. Food merchants that prepare meals for orders placed through Prado are covered by separate Food Merchant Terms and a separate privacy policy.
By creating an account, clicking to accept these Terms, or otherwise using the Services, you (i) confirm that you have read and understood these Terms, (ii) represent that you meet the eligibility requirements below, and (iii) agree to be bound by these Terms, our Privacy Policy, and any additional terms we present to you for specific features, including the Payment Processing Agreement and the Provider Business Associate Agreement where they apply.
If you use the Services on behalf of an organization, you agree to these Terms for that organization and represent that you have authority to bind it. In that case, “you” refers to the organization. Accepting these Terms electronically has the same effect as signing a paper agreement. If you do not agree to these Terms or do not meet the eligibility requirements, do not use the Services.
1. Privacy Policy
Your use of the Services is also governed by our Privacy Policy for Healthcare Providers and Patients, available on our website, which explains how we collect, use, and share your information.
2. Changes to These Terms
We may update these Terms from time to time. When we do, we will change the “Last Updated” date above. For material changes, we will notify you by email or through the Services at least thirty (30) days before the changes take effect. If you keep using the Services after the effective date, you accept the updated Terms. If you do not accept them, stop using the Services and close your account. Changes do not apply to any dispute that arose before the effective date.
3. What Prado Is and Is Not
3.1 Prado does not provide medical care.
Prado is a technology and commerce platform. We do not practice medicine, nutrition, or dietetics, and we do not provide medical advice, diagnosis, or treatment. Providers using the Services are independent professionals. They are not employed, supervised, or controlled by Prado, and they are solely responsible for the care they provide. Physicians at Prado’s medical partner who review nutrition plans and issue Letters of Medical Necessity are also independent and exercise their own clinical judgment.
3.2 Information on the Services is not a substitute for professional advice.
Meal descriptions, nutrition information, program names, condition tags, and similar content on the Services are for general information. They are not clinical guidance. Patients should follow the advice of their own Provider. If you have a medical emergency, call 911.
3.3 No guaranteed outcomes.
Prado does not promise any particular health result from using the Services or eating meals purchased through them.
3.4 No legal, tax, or compliance advice.
Prado does not advise you on legal, tax, or regulatory matters, including HSA/FSA eligibility or your compliance obligations. Consult your own advisors.
4. Accounts and Eligibility
4.1 Everyone.
To use the Services, you must be at least 18 years old, able to enter into a binding contract, and not barred from using the Services under applicable law. You agree to give us accurate, complete information when you register and to keep it current. We are not responsible for errors or delays caused by inaccurate or outdated account information.
4.2 Provider accounts.
You may open a Provider account only if you are a healthcare professional licensed and in good standing in each state where you practice, or staff authorized to act under that professional’s direction. You agree to:
- provide your National Provider Identifier (NPI), license type, license number, and licensing state, and any other credentials we reasonably request;
- allow us to verify your credentials, including through the NPPES registry, state licensing boards, and the HHS Office of Inspector General exclusion list, at registration and periodically after that; and
- notify us within five (5) business days if your license is suspended, revoked, restricted, or subject to disciplinary action, or if you are excluded from any federal or state healthcare program.
If we cannot verify your credentials, or if your status changes, we may limit, suspend, or close your account. We may change our verification process at any time, including by automating it.
4.3 Practice administrators.
If you set up an account for a practice or organization, you are responsible for adding and removing your staff, making sure each person has their own login, and their compliance with these Terms.
4.4 Patient accounts.
You may open a Patient account if you are 18 or older. You are responsible for giving accurate shipping information and for telling your Provider and us about any food allergies, intolerances, or dietary restrictions.
4.5 Account security.
You are responsible for all activity under your account. Do not share your login, use anyone else’s account or credentials, or let a third party access your account. Notify us right away at support@getprado.com if you believe your account has been accessed without permission.
4.6 Suspending or closing accounts.
We may disable any account if we reasonably believe you have violated these Terms, provided false information, or put Patients, Providers, or Prado at risk. You can close your account at any time by emailing support@getprado.com.
5. Provider Terms
This section applies only to Providers.
5.1 License.
Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services during the term of these Terms to recommend meals to your patients, track their orders and engagement, and manage your practice’s account. If we give you access to our APIs, you may use them only to build and test integrations that connect your systems to the Services, under any API documentation we provide.
5.2 Clinical responsibility.
You are solely responsible for every clinical decision you make using the Services, including whether a meal, program, or diet is appropriate for a patient given their conditions, medications, allergies, and goals. Meal content, nutrition data, and program labels on the Services come largely from our Fulfillment Partners and are informational. Verify them before relying on them. You are responsible for documenting your recommendations in your own medical records.
5.3 Scope of practice.
You will recommend meals only within the scope of your license and only to patients with whom you have a provider-patient relationship that meets the laws of the state where the patient is located, including any telehealth requirements.
5.4 Nutrition plans and Letters of Medical Necessity.
Prado does not issue Letters of Medical Necessity (“LMNs”). When a patient’s HSA or FSA plan requires one, a licensed physician from Prado’s independent medical partner (the “Medical Partner”) reviews the nutrition plan you write and issues the LMN only if the physician determines it is clinically appropriate. You certify that each plan you submit is accurate and complete, reflects your own clinical judgment, and is for a patient you have evaluated. The Medical Partner’s physicians may decline to issue an LMN or ask you for more information. Prado does not review the clinical content of plans or LMNs.
5.5 Compliance.
You will comply with all laws that apply to your practice and your use of the Services, including HIPAA, state privacy and licensure laws, the federal Anti-Kickback Statute, state patient solicitation, patient brokering, and fee-splitting laws, and FTC rules on endorsements. You are responsible for your own compliance. Prado makes no representation that your use of the Services satisfies your legal obligations.
5.6 Your practice’s systems.
You are responsible for the hardware, software, and internet access needed to use the Services, and for using commercially reasonable efforts to prevent unauthorized access to the Services through your systems. Notify us right away of any security incident involving your account.
5.7 Selling to your patients.
You are the merchant of record (the “Merchant”) for meals and other items your patients buy through the Services. Before selling, you must accept Prado’s Payment Processing Agreement, which incorporates the terms of our payment processor. You are responsible for your pricing within the pricing terms for each food merchant shown in your account (the “Merchant Pricing Terms”), refunds as described in Section 7.5, any taxes Prado is not required by law to collect, and your compliance with laws that apply to selling to your own patients, including the disclosure required by Section 8.2.
6. Patient Terms
This section applies only to Patients.
6.1 Your choice.
A Provider’s recommendation does not obligate you to buy anything. You are free to buy food anywhere you like, and your Provider’s care does not depend on whether you buy through Prado.
6.2 Orders.
When you place an order, you are offering to buy the items in it from your Provider, who is the Merchant (see Section 7.3). An order is accepted when we send a confirmation. We may decline or cancel an order, for example if an item is unavailable, we cannot deliver to your address, or we suspect fraud, and we will refund any amount charged for a cancelled order. Prices, menus, and delivery areas can change.
6.3 Recurring orders.
If you sign up for recurring deliveries, your order will renew automatically at the frequency shown at checkout, and your payment method will be charged for each delivery until you cancel. You can cancel or skip a delivery in your account settings before the order cutoff shown in your account. Changes made after the cutoff apply to the following delivery.
6.4 Fulfillment.
Meals are prepared and delivered by independent food merchants and delivery partners (“Fulfillment Partners”). Delivery dates are estimates. Meals are perishable: refrigerate or freeze them promptly and follow the storage and heating instructions. You are responsible for meals once they are delivered to your address.
6.5 Allergens and ingredients.
Ingredient and allergen information comes from our Fulfillment Partners. Their kitchens may handle common allergens, and cross-contact is possible. Review the label on every meal before eating it. Prado does not guarantee that any meal is free of any allergen.
6.6 HSA/FSA eligibility.
Whether a purchase qualifies for HSA or FSA funds is decided by your plan administrator under IRS rules, not by Prado. IRS rules limit when food counts as a medical expense, and many plans require a Letter of Medical Necessity (“LMN”). If yours does, a licensed physician from Prado’s independent medical partner may review your Provider’s nutrition plan and, if the physician determines it is clinically appropriate, issue an LMN. Whether to issue one is the physician’s decision. We may give you itemized receipts and your LMN, but we do not guarantee that any purchase will be approved, reimbursed, or treated as a qualified medical expense. You are responsible for submitting required documentation, keeping your records, and any taxes or penalties if a purchase is later found ineligible. If your HSA or FSA card is declined, you may pay with another payment method.
7. Fees, Payments, and Refunds
7.1 Patient pricing.
Prices for meals, delivery, and any applicable taxes are shown at checkout before you place an order.
7.2 Provider fees.
Creating a Provider account is free. Prado’s platform fee on meal sales, and whether you or the food merchant pays it, is set out in the Payment Processing Agreement and the Merchant Pricing Terms shown in your account.
7.3 Seller of record.
Prado is not the seller of meals or other items purchased through the Services. Each purchase is sold by the Provider who recommended it, as the Merchant. Food merchants prepare and deliver the meals as Fulfillment Partners and do not sell to Patients. Prado operates the platform and collects payment on the Merchant’s behalf through its payment processor, and your payment satisfies your payment obligation to the Merchant.
7.4 Payment.
You authorize us and our payment processor to charge your selected payment method, including an HSA or FSA card, for all amounts due, including on behalf of the Merchant. Our processor may receive updated card information from your card issuer so your payments are not interrupted. Your issuer may let you opt out of this updating service. We are not responsible for fees your bank charges you.
7.5 Refunds.
Because meals are perishable and prepared to order, orders cannot be cancelled or refunded after the order cutoff. If a meal arrives damaged, spoiled, incorrect, or not at all, contact us at support@getprado.com within 48 hours of the scheduled delivery, with photos where possible, and we will work with the Merchant to issue a credit or refund. Refunds go back to the original payment method. If you paid with an HSA or FSA card, you are responsible for reconciling the refund with your plan administrator.
7.6 Taxes.
You are responsible for any sales, use, or similar taxes on your purchases. Merchants are responsible for taxes on their sales, except where Prado is required by law to collect and remit them as a marketplace provider. In that case, Prado will add them to your charge unless you give us a valid exemption certificate.
8. Acceptable Use, Referrals, and Third Parties
8.1 Restrictions.
You may use the Services only as these Terms allow. You may not:
- use the Services for any illegal purpose or to harass, defame, or violate anyone’s rights;
- give false information, impersonate anyone, or use another person’s account, credentials, or NPI;
- recommend meals to anyone with whom you do not have a provider-patient relationship;
- resell meals or the Services, or buy meals for resale, except as a Provider selling to your own patients through the Services;
- copy, modify, translate, reverse engineer, decompile, or disassemble any part of the Services;
- interfere with the Services, bypass any access or security measure, or scrape or harvest data using bots or other automated means;
- send spam or run auto-responders through the Services;
- upload viruses or other harmful code;
- state or imply that Prado endorses you or your statements without our written consent; or
- use the Services to build a competing product.
8.2 Provider sales and referrals.
A Provider earns revenue as the Merchant for sales to their own patients through the Services. Prado does not pay Providers separately for recommending meals or referring patients. A Provider who sells through the Services must (i) disclose to patients that the Provider has a financial interest in the sale, as required by applicable law and professional ethics rules, (ii) base recommendations on the patient’s clinical needs, and (iii) tell patients they are free to buy food elsewhere. Providers may not accept anything of value from a Fulfillment Partner in exchange for recommending its meals. If Prado engages a Provider for other services, such as an advisory board or educational content, that arrangement will be in a separate written agreement, at fair market value for services actually performed, and not tied to the volume or value of any recommendations or purchases.
8.3 Third-party services.
The Services rely on third parties, including Fulfillment Partners, the Medical Partner, our payment processor, and integrations with other software. Your use of those third-party services may be subject to their own terms. Prado is not responsible for third-party services or for content on third-party websites linked from the Services.
8.4 Communications.
You agree that we may contact you by email, in-app notification, and, if you provide a mobile number, text message about your account, orders, and deliveries. Message and data rates may apply. You can stop text messages at any time by replying STOP.
9. Health Information, Confidentiality, and Intellectual Property
9.1 Personal information.
Each party will comply with applicable privacy, data protection, and anti-spam laws. “Personal Information” means any information that identifies, relates to, or can reasonably be linked to a particular individual or household, such as a name, address, phone number, email address, or payment information.
9.2 Providers and HIPAA.
Prado acts as a business associate of Providers under the Health Insurance Portability and Accountability Act (“HIPAA”) when it creates, receives, maintains, or transmits protected health information (“PHI”) on a Provider’s behalf. If you have signed a separate business associate agreement with Prado, that agreement governs. If you have not, the Business Associate Agreement presented to you during Provider sign-up (the “BAA”) applies to you and is part of these Terms, and you accept it when you accept these Terms. You represent that you have all rights, consents, and authorizations needed to share patient information with Prado, including to let Prado contact the patient about your recommendation.
9.3 Patient information.
Information about you that Prado receives from or on behalf of your Provider is PHI and is protected under the BAA. Information you give Prado directly, such as when you create an account or place an order, is handled as described in our Privacy Policy. You authorize Prado to share (i) your order status, purchases, and engagement with your Provider, (ii) your Provider’s nutrition plan and related health information with the Medical Partner so a physician can consider issuing an LMN, and (iii) your name, address, contact details, and dietary information with Fulfillment Partners as needed to prepare and deliver your orders.
9.4 De-identified data.
Prado may create de-identified data from information it receives, using the standards in 45 CFR §164.514 for any PHI, and may use de-identified data to operate, analyze, and improve the Services and for research and reporting. Prado does not sell PHI.
9.5 Confidentiality.
“Confidential Information” means non-public information one party shares with the other in connection with the Services, whether or not marked confidential. Neither party will disclose the other’s Confidential Information without written consent, except as these Terms allow. This does not apply to information that is public, was already known to the receiving party, is received from a third party with the right to share it, or must be disclosed by court order or subpoena, as long as the receiving party gives timely notice where the law permits. This section survives termination.
9.6 Prado’s intellectual property.
Prado owns all rights in the Services, including the software, technology, design, text, graphics, logos, and trademarks. Except for the limited rights in these Terms, you get no ownership or license rights in any of it, and you may not copy, distribute, modify, create derivative works from, or otherwise exploit it without our written consent. To request permission, email support@getprado.com.
9.7 Your content.
You keep ownership of information and content you submit to the Services. You grant Prado a non-exclusive license to host, use, and process it as needed to provide and improve the Services, subject to the Privacy Policy and BAA.
9.8 Feedback.
If you send us ideas or suggestions about the Services, we may use them without restriction or compensation to you.
10. Term, Termination, and Liability
10.1 Term.
These Terms start when you first accept them or use the Services and continue until you or we end them.
10.2 Termination.
You may stop using the Services and close your account at any time. We may end these Terms for any reason with thirty (30) days’ notice. We may suspend or terminate your access immediately, without notice, if you breach these Terms, commit fraud, lose or have restrictions placed on your license, are excluded from a federal or state healthcare program, or act in a way that could harm Patients, Providers, or Prado.
10.3 Effect of termination.
When these Terms end, your rights to use the Services end, and you must stop using them. Amounts owed remain due. We will fulfill or refund orders already paid for. We will return or delete your data as required by the BAA and applicable law. Sections that by their nature should survive termination will survive, including Sections 7, 9, 10, and 11.
10.4 Changes and availability.
We may update, change, suspend, or discontinue any part of the Services at any time. The Services may be unavailable at times for maintenance or repairs, and we will restore them as soon as reasonably possible. If a change materially reduces the Services you rely on, you may terminate these Terms on thirty (30) days’ written notice.
10.5 Disclaimer of warranties.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PRADO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRADO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT ON THE SERVICES IS ACCURATE OR COMPLETE, THAT ANY PURCHASE WILL QUALIFY FOR HSA OR FSA FUNDS, OR THAT USING THE SERVICES WILL PRODUCE ANY HEALTH OUTCOME. PRADO IS NOT THE SELLER OF MEALS PURCHASED THROUGH THE SERVICES. MEALS ARE SOLD BY PROVIDERS AS MERCHANTS AND PREPARED BY FULFILLMENT PARTNERS.
10.6 Limitation of liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, PRADO AND ITS AFFILIATES, SUPPLIERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY. PRADO’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (1) THE AMOUNTS YOU PAID TO PRADO IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE, OR (2) US$500. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
10.7 Your indemnity.
You will defend, indemnify, and hold harmless Prado and its affiliates, officers, directors, employees, contractors, and agents from any claims, losses, and expenses, including reasonable attorneys’ fees, arising from your breach of these Terms, your misuse of the Services, or your violation of law. If you are a Provider, this also covers claims arising from your clinical decisions, your recommendations and nutrition plans, your sales as a Merchant, your licensure or credentials, and your handling of patient information.
10.8 Prado’s indemnity.
Prado will defend you against any third-party claim that the Services, as provided by Prado, infringe that party’s U.S. copyright, trademark, trade secret, or patent, and will pay damages and reasonable costs finally awarded by a court or agreed in a settlement Prado approves.
11. Disputes and General Terms
11.1 Governing law.
These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. Subject to Section 11.2, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising from these Terms or the Services, and each party consents to that jurisdiction.
11.2 Informal resolution.
Before filing a claim, the party raising a dispute will send written notice to the other, and each party will name a representative to try in good faith to resolve it. If the dispute is not resolved within sixty (60) days after notice, either party may pursue any available remedy. Either party may seek emergency or equitable relief at any time.
11.3 Entire agreement.
These Terms, the Privacy Policy, the BAA or a signed business associate agreement where one applies, the Payment Processing Agreement for Providers who sell through the Services, and any order terms we present to you are the entire agreement between you and Prado about the Services and replace any prior agreements on the same subject. If these Terms conflict with the BAA on the handling of PHI, the BAA controls.
11.4 Severability.
If any part of these Terms is found unenforceable, it will be limited or removed only as much as necessary, and the rest will remain in effect.
11.5 Force majeure.
Prado is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, severe weather, public health emergencies, labor disputes, supply chain or ingredient shortages, carrier delays, and failures of utilities, networks, or third-party systems.
11.6 Assignment.
You may not assign or transfer these Terms without our written consent. We may assign them without your consent, including in a merger, acquisition, or sale of assets.
11.7 Waiver.
A waiver of any provision is effective only if it is in writing and signed by the party giving it. Failing to enforce a provision once does not waive it for the future.
11.8 Relationship.
These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party may bind the other.
11.9 Notices.
We will send notices to the email address on your account. Send notices to Prado at support@getprado.com.
11.10 Contact.
Questions, feedback, and support requests go to support@getprado.com. Privacy questions go to privacy@getprado.com.