CareNav TERMS OF SERVICE
Revised: May 20, 2016
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY PHONE NUMBER. CARENAV SERVICES Provides CARE navigation services only. Carenav services ARE NOT health care or MEDICAL SERVICES, are not a conduit for communications for health care or medical services, AND ARE NOT A SUBSTITUTE FOR HEALThCARE CONSULTATION WITH OR TREATMENT BY A LICENSED HEALTH CARE PROFESSIONAL.
1. GENERAL CONDITIONS
1.1 These Terms of Service (“Terms” or “Agreement” as more fully defined below) apply to (a) the use of the CareNav online personal health record repository and personal health record transfer systems, (b) communications between individuals whose records are stored in our repository and/or transmitted to CareNav with our independent contractor care navigators (“Care Navigators”) and (c) other services that <CareNav> (“We” or the “Company”) may make available from time to time (collectively the “Services”), by any individual who contracts for the use of the Services (“You” or “End User”). You hereby authorize the collection, storage, integration, transmission, sharing and/or display by Company of personal data that you supply, or authorize others to supply, to us, as further described herein. We display individual user data to End Users, who may access only their own data and communications with Care Navigators. We also display individual user data to Care Navigators who review such records and consult with You on Your interactions with Your health care providers, and to Company personnel for supervisory and quality improvement purposes.
1.1.1 INFORMATION PROVIDED BY CARE NAVIGATORS OR OTHERS VIA THE SERVICES IS NOT MEDICAL ADVICE. NO CLINICIAN-PATIENT RELATIONSHIP IS CREATED BY USE OF THE SERVICE.
Information provided via the Services is to be used by You for general information purposes only, not as a substitute for in-person evaluation or specific professional medical advice. Your communications with the Company or with Care Navigators are not medical communications.
1.2 These Terms may be updated by the Company. You understand and agree that you are solely responsible for reviewing these Terms from time to time. You can always review the most current version of these Terms on our website. Any continued use of the Services by you after such amended Terms have been posted or information regarding such amendment has been sent to you shall be deemed your consent and agreement to such amended Terms.
1.3 By using the Service in any way, you are agreeing to comply with and be bound by this Agreement and all rules, policies and disclaimers posted on the Service or about which you are notified (collectively “Terms”). If you do not agree with all the Terms, do not use the Service. By using the Service, you (i) agree to be bound by these Terms and (ii) represent that you are over the age of eighteen (18) and able to form legally binding contracts. Please review all of the Terms carefully before using the Service. These Terms contain the entire agreement of the parties to the use of the Services, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS, DO NOT ACCESS OR USE THE SERVICES.
1.3.1 Please note that these Terms provide that if you and the Company are unable to resolve any disputes that arise between you and the Company, the dispute will be resolved by a specific dispute resolution process that may include mediation and arbitration. You and the Company also agree that any claims or disputes cannot be brought as a class action. Please carefully review the Dispute Resolution section below.
2. LICENSED SERVICES
2.1. Company hereby grants a limited, non-exclusive, non-transferable and terminable license to you to access and use the Services and shall make the Services you license from Company available to you solely for the purposes contemplated herein, pursuant to this Agreement and during the term of this Agreement.
2.2. End User acknowledges that from time to time the Company may apply upgrades to its platform, and that such upgrades may result in changes the appearance and/or functionality of the Services.
2.3. End User agrees that the license granted herein is on the condition that End User does not (and does not allow any third party to) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof otherwise attempt to discover any source code, modify the Services in any manner or form, or use unauthorized modified versions of the Services, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services.
2.4. Except as provided in this Agreement, the license granted to Customer to use the Services does not convey any rights in the Services, expressed or implied, or ownership in the Services or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Company.
3.1 As a condition of using the Services, End User agrees to pay the fees in the amount and in the manner set forth in the Company’s current fee schedule.
4. END USER AUTHORIZATION
4.1 If End User provides information of any kind which is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate End User’s access to the Services.
5. END USER RESPONSIBILITY
5.1 End User agrees not to use the Services to:
5.1.1 Upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
5.1.2 Harm minors in any way.
5.2 End User understands and agrees that unless expressly stated, Company in no way controls, verifies or endorses any of the information uploaded by End Users, Care Navigators or any other persons using the Services. End User also understands that Company is not responsible for Information made available through the Services. End user can only request an opinion from a nurse in the same country as legal regulations can vary from country to country.
5.3 Customer further acknowledges and agrees that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any site or resource posted on or linked to through the Services.
5.4 End User understands and agrees that any authorization of collection, uploading, posting, accessing or downloading will be at End User’s sole risk and Company shall not be responsible to End User in any way. Further, Company does not provide any warranty as to End User’s use of third-party content or services that End User obtains via the Services.
5.5 You agree that any content you provide on the Services and your use of our Services shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (We have takedown procedures for unauthorized use of copyrighted material); (c) be illegal or violate any federal, state or local law, statute, ordinance, regulation or ethical code; (d) be competitive with Company or the Services; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) you do not have a right to link to or include. We do not knowingly collect personal information from children under eighteen (18) years of age, and if we become aware that a child under the age of eighteen (18) has submitted personal information to us, we will promptly remove it from our systems.
5.6 You are prohibited from soliciting users of this Services, including Care Navigators, for any purpose (including inviting them to contact you other than via the Services or inviting them to participate in a service that competes with Company).
6. INTELLECTUAL PROPERTY RIGHTS, USE OF DATA, TRADE NAMES AND TRADEMARKS
6.1 All right, title and interest and all intellectual property rights in and to the materials developed independently by Company or a third party shall vest in and be the sole and exclusive property of Company or such third party.
6.2 All right, title, and interest in and to the Services and all intellectual property rights in the Services will remain vested in Company.
6.3 End User shall not at any time do, permit or cause to be done, any act or thing that would tend to impair or dilute Company’s rights in the Services, or Company’s trademarks, service marks, and trade names.
6.5 End User acknowledges and agrees that Company may use personal health record data and aggregate data derived from End User’s use of the Services hereunder for internal operational and performance improvement purposes. Company may use in its marketing and advertising the total number of users, total number of stored records, total transaction volumes, and other aggregate statistics to attract new customers. This section shall survive the termination of this Agreement with respect to data transmitted hereunder prior to the date of termination.
6.6 Company will not contact End User with third party advertising or promotion without End User’s explicit permission.
6.7 End User further acknowledges that Company may, in its sole discretion, preserve or disclose any data provided by or for End User, as well as End User’s information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce these Terms, respond to claims that any content provided by or for End User violates the right of third-parties; or to protect the rights, property, or personal safety of Company, its users or the general public.
7.1 End User may terminate this Agreement at any point in time upon one month’s prior written notification to Company via email addressed to firstname.lastname@example.org.
7.2 End User agrees that Company at its sole discretion, has the right (but not the obligation) to delete or deactivate End User’s account, block End User’s email or IP address, or otherwise terminate End User’s access to or use of the Services (or any part thereof), immediately and without notice, and remove and discard any Content within the Services, for any reason, including, without limitation, if Company believes that End User has acted inconsistently with these Terms. Further, End User agrees that Company shall not be liable to End User or any third party for any termination of such access to the Services. Further, End User agrees not to attempt to use the Services after said termination.
7.3 Upon the termination or expiration of this Agreement for any reason, End User’s rights under this Agreement will cease, including all rights to use the Services.
7.4 Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. End User agrees that Company shall not be liable to End User or to any third party for any modification, suspension or discontinuance of the Services.
8. NO WARRANTY / LIMITATION OF LIABILITY
THE COMPANY’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. END USER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) ANY OTHER MATTER RELATING TO THE SERVICES. Some states do not allow the foregoing limitations of liability, so they may not apply to you. If you are a California resident, you waive California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” With regard to any such claim not foreclosed by the preceding disclaimers, the Company liability will at all times be limited to the amount paid, if any, by or on behalf of End User to the Company for the Services for the three months immediately preceding the claim.
END USER HEREBY AGREES, AT END USER’S EXPENSE, TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT, MISAPPROPRIATION OR THE LIKE BASED ON INFORMATION, DATA OR CONTENT END USER SUBMITTED IN CONNECTION WITH THE SERVICES, (B) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THESE TERMS BY END USER, OR (C) ANY THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST COMPANY ARISING OUT OF END USER’S USE OF THE SERVICES.
10.1 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
10.2 The Limitation of Liability, Intellectual Property Rights, Use of Data, Trade Names and Trademarks, Limited Warranty, Fees and Payments, and Miscellaneous Sections will survive termination or expiration of this Agreement.
10.3 Company shall not be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Services date shall be extended to the extent of any delay resulting from any force majeure event.
10.4 End User understands that the technical processing and transmission of Services, including End User’s data, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
10.5 Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. End User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
10.6 Assignment. You agree that Company may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. Company shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an officer of Company. No delay or omission on the part of Company in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.
10.7 Dispute Resolution. The parties hereby agree to use reasonable good faith efforts to resolve any dispute hereunder by promptly identifying a contact person and instructing such individual to negotiate in good faith with the other party’s contact person to resolve any such dispute. With respect to any dispute not resolved within two months of identifying the relevant contact persons, the parties hereby agree to submit any unresolved dispute arising under this Agreement to mediation under the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Mediation. If any dispute is not resolved by mediation within six months of selection of a mediator, the dispute shall be submitted to arbitration in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration. The same person shall serve both as the mediator and as the arbitrator.
10.8 The section titles in the Agreement are for convenience only and have no legal or contractual effect.
10.9 This Agreement shall be construed in accordance with Delaware law, without regard to its conflict of laws principles.
You are contracting with: CareNav