Terms & Conditions

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1. Portal.  The naviHealth nH Access product (the “Portal”) is owned and operated by naviHealth, Inc. (“naviHealth”, “we”, “us”, “our”) and is a service that facilitates electronic collaboration between naviHealth and providers and its Authorized Users (as defined herein) (collectively, “you”, “your”, “Facility”) to access, submit and exchange information  in connection with naviHealth products and services.  All use of the Portal is subject to the terms set forth below (these “Terms”).  These Terms constitute a legally binding agreement between you and naviHealth.  By logging into and/or using the Portal, you acknowledge that you have read and understood these Terms and that you agree to abide by them.  The Portal is designed for informational and information processing purposes only.  You shall be responsible for obtaining and maintaining any equipment and services needed to connect to, access or otherwise use the Portal.

1.a. Facility Authority.  Facility represents and warrants that it has the legal right and authority to enter into these Terms and perform its obligation hereunder, and the performance of its obligations and use of the Portal will not cause a breach of any agreements between Facility and any third parties.

2. Authorized Users; User Responsibility for Account Use. Only human employees of Facility, or related healthcare professionals and/or providers (“Providers”), who are authorized by you to access and use the Portal (“Authorized Users”) may access and use the Portal solely for internal business purposes in the management of patient care information. Facility shall ensure that a Provider who is authorized by the Facility to access and use the Portal shall abide by these Terms as an Authorized User. Facility is responsible for the verification of the identity and any other applicable professional credentials of each Authorized User. We will assign Authorized Users identified to us by Facility with a unique account name and password for access to and use of the Portal (“User ID”).  To the extent such are in your or your Authorized Users’ possession, Facility shall be solely responsible for ensuring the security, integrity and confidentiality of all User IDs. Each User ID may only be used by a single Authorized User and may not be shared or disclosed (no service accounts, bots, etc.). Facility  acknowledges that after the User ID leaves naviHealth’s control, it will be solely responsible for all liability incurred through use of any User ID and that any use of the Portal under a User ID will be deemed to have been performed by Facility.  Facility will notify naviHealth immediately of, but not later than three (3) business days after, the termination of employment of, or association with, any Authorized User, or your election to terminate the license hereunder on behalf of Facility and all Authorized Users collectively.  Notification shall occur by email at Support.nHAccess@naviHealth.com.  Facility will notify naviHealth immediately (within twenty-four (24) hours) of any known or suspected unauthorized use(s) of any Authorized User account or User ID, or any known or suspected breach of security, including but not limited to loss, theft or unauthorized disclosure of any User ID or password. Any suspected or actual fraudulent, abusive or otherwise illegal activity, or any violation of these Terms, may be grounds for termination of any Authorized User’s account or Facility’s  access and use of the Portal in our sole discretion.
   
   You are solely responsible for ensuring that your use of the Portal, including the transmittal and disclosure of any information through the Portal, complies with applicable federal, state, and local laws, including laws relating to the maintenance of the privacy, security, and confidentiality of and individual’s personal information, and patient and other health information, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH) Act, as may be amended from time to time.
   
   You are solely responsible for the content and accuracy of any information that you make available through the Portal; You are responsible for the secure upload of information and the attachment of such information to the correct patient in the Portal.
   
   By using the Portal, you acknowledge and agree to the Terms and the naviHealth policies (“Policies”), as may be amended by naviHealth at any time, and which are posted on the Portal website.
3. Limited License; Access and Use of Portal. Subject to the terms and conditions of these Terms, naviHealth hereby grants Facility, during the term hereof, a limited, non-exclusive, non-transferable, non-sublicenseable license to access the Portal (and to authorize Authorized Users to access the Portal) solely for Facility’s internal purposes in the management of patient care information. Facility is responsible for Authorized User use and access to the Portal in accordance with the terms herein. The Portal may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service or other unforeseen circumstances.  The content of the Portal is intended for use and display only where its use and display are permissible by applicable law.  naviHealth may suspend access to the Portal at any time in the event of any known or suspected misuse, unauthorized or inappropriate use or the Portal, or any concerns whatsoever with respect to the use of the Portal.

3.a. HIPAA; Compliance with Law. In the operation of the Portal, naviHealth shall follow its operational and internal security procedures; shall comply with its statutory and regulatory obligations under the applicable privacy and security provisions of HIPAA and HITECH, as may be amended from time to time, and shall comply with all other applicable federal, state, and local laws in the performance of its obligations hereunder.  Parties acknowledge that naviHealth’s relationship with its health plans is governed by a Business Associate Agreement and that its use and disclosure of Electronic Protected Health Information is governed under the provisions therein.

3.b. Use of Information. You retain ownership, as applicable, to the data you upload to the Portal.  Notwithstanding the foregoing, in connection with these Terms, you acknowledge that naviHealth may use such information, and information collected regarding your use and access or information collected by and through the Portal, in accordance with the Terms, for all reasonable business purposes, and may de-identify information in accordance with the requirements of HIPAA, to the extent HIPAA is applicable to the information.

4. Restrictions.  Under these Terms, unless explicitly consented to by naviHealth, Facility or Authorized Users may not, and may not allow others to:
   1. Transfer your access to use the Portal or sublicense or assign your access or your rights with respect thereto, including without limitation any User ID;
   2. Use, copy, or transfer the Portal or parts of the Portal except as expressly permitted under these Terms;
   3. Distribute, rent, sell, loan, lease, or sublicense access to the Portal;
   4. Alter, adapt, merge, modify, translate, or try to create derivative works of the Portal or any elements of the Portal in any way, or for any purpose, other than with the prior written consent of naviHealth;
   5. Reverse engineer, disassemble, or de-compile the Portal or otherwise attempt to obtain the source code for the Portal;
   6. Remove, change, or obscure any identification marks or notices of proprietary rights and restrictions in the Portal; or
   7. Enable any timesharing or service bureau use of the Portal to any third party.

5. Intellectual Property. The contents of the Portal, including but not limited to text, graphics, images and software (“Content”), are protected by copyright under both United States and foreign laws, and the entire selection, coordination, arrangement and “look and feel” of the Portal and the Content are copyrighted as collective works under United States copyright laws.  We retain all right, title and interest in and to the Content, all copies of it, and all copyrights and other intellectual property and proprietary rights in and to the Portal and the Content. The name “NAVIHEALTH” and associated logos are proprietary trademarks and service marks of naviHealth.  Content is subject to change without notice at our discretion. You may not sell, transfer, reproduce, transmit, distribute, perform or display the Portal, in whole or in part, without our express written consent.  For clarity, data you upload to the Portal does not constitute Content.

6. Disclaimer; No Medical Advice.  THE CONTENT ON AND IN THE PORTAL IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND DOES NOT CONSTITUTE A MEDICAL RECORD.  YOUR USE OF THE PORTAL AND THE PORTAL CONTENT IS SOLELY AT YOUR OWN RISK.  THE PORTAL, CONTENT AND/OR ANY OTHER INFORMATION OR SERVICES PROVIDED BY US ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS,” AND NEITHER NAVIHEALTH, NOR OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE AND OUR LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, TIMELINESS, ACCURACY, COMPLETENESS.  FITNESS FOR A PARTICULAR PURPOSE, AND/OR ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  WE DO NOT WARRANT THAT (I) THE PORTAL, CONTENT OR ANY OTHER INFORMATION, MATERIALS OR SERVICES PROVIDED UNDER THESE TERMS WILL MEET YOUR REQUIREMENTS; (II) THE QUALITY OF THE PORTAL, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PORTAL WILL MEET YOUR EXPECTATIONS; (III) THE OPERATION OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE; (IV) THE CONTENT OF THE PORTAL WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; OR (V) THAT ERRORS WILL BE CORRECTED. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE PORTAL IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT.

7. Indemnification.  You agree to indemnify, defend and hold naviHealth, and our affiliates, parent companies, shareholders, directors, officers, licensors, subsidiaries, employees and agents harmless from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys’ fees and costs of litigation, arising out of or in any way related to Facility’s and/or Authorized Users’ use of or access to the Portal and/or Content; Facility’s  and/or Authorized Users’ violation of these Terms, any applicable laws or regulations, or of any rights of another; or the information transmitted to or through the Portal by you. naviHealth reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of naviHealth may be made without naviHealth’s prior written approval.

8. Confidential Information.  Facility acknowledges and agrees that the Portal and Content, including without limitation all formats, processes, methodologies, applications, interfaces and tools therein are the confidential information (“Confidential Information”) of and proprietary to naviHealth, and agrees not to disclose such Confidential Information to anyone other than its employees who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein.  In addition, Facility agrees that it will not, without the prior written consent of the disclosing party, use the Confidential Information for any purpose other than to fulfill its obligations under these Terms.  Facility shall protect the Confidential Information at least to the same extent it protects its own similar information, but in no event using less than reasonable care.

9. Termination.  naviHealth may terminate the license set forth in Section 3 and your access to the Portal at any time for any reason with or without notice to you.  Your rights to and Authorized Users’ rights to use and access the Portal will terminate automatically if you or any Authorized User fails to comply with any of term or condition contained in these Terms.  These Terms also will terminate automatically and your and Authorized Users’ access to the Portal will be terminated without notice upon termination of the naviHealth agreement which necessitates your access to the Portal   In the event these Terms are terminated, all provisions which by their nature and operation shall survive such termination shall survive. 

10. Disclaimers, Limitations of Liability, and Other Information.  BY ENTERING OR USING THE PORTAL, YOU EXPRESSLY AGREE THAT NAVIHEALTH AND OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, SHALL NOT UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, EVEN IF NAVIHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AS A RESULT OF YOUR USE OF THE PORTAL OR ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE PORTAL OR ANY OTHER INTERACTION WITH US. IN DOING SO, YOU AGREE THAT YOU ARE WAIVING VOLUNTARILY AND UNEQUIVOCALLY ANY LIABILITY OF US. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PORTAL.  If any exclusion, disclaimer or other provision contained in these Terms is held to be invalid for any reason by a court of competent jurisdiction and NAVIHEALTH OR ONE OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES becomes liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the amount actually paid by YOUr use of the PORTAL.  Please note that we do not make any representation or warranty concerning errors, omissions, delays, or other defects in the Content, or that the Portal (including without limitation files or Content contained thereon) is free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.  Provided, naviHealth will use commercially reasonable efforts to prevent such viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.  Any claim or cause of action arising out of your use of the Portal or these Terms must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.  Within this period, any failure by us to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

11. General.  These Terms and the Policies in place are the entire agreement between Facility and naviHealth with respect to the Portal and supersede all previous communications, representations, understandings, and agreements, either oral or written, with respect to the Portal or other subject matter covered these Terms.  Nothing contained in these Terms will be deemed to constitute naviHealth or you as the agent or representative of the other or as joint venturers or partners. There are no third party beneficiaries to these Terms. If any part of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of these Terms will remain fully in force.  These Terms shall be governed by the laws of the United States of America and the State of Tennessee, without reference to its rules regarding choice of law.

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