Terms of Service

Thank You for visiting Navierre’s Website, downloading Our mobile application, interacting with our online services, and for Your interest in Navierre’s Health Portal and Related Services.

These Terms of Service (“Terms of Service”) are a binding agreement between Navierre, LLC and users of Navierre’s Health Portal and Related Services, which are made available through Navierre’s websites, applications, and portals, and any services or products that Navierre, LLC offers.

1.DEFINITIONS

The following terms shall have the meanings set forth below throughout these Terms of Service and Incorporated Notices, unless it is expressly stated to the contrary: 

2.ACCESSING THE HEALTH PORTAL AND RELATED SERVICES AND PRODUCTS

Access to the Health Portal is available on a variety of platforms including the Navierre Website located at https://navierre.com, the Navierre App, and any related website, program, application, webpage, widget, interactive feature, blog, social network, social network tabs or other online, mobile or wireless offerings.

Portions of the Health Portal are generally publicly available and may be accessed by You or anyone else using the Internet or a mobile device. Other portions offer access to features and functions of Health Portal Services and Products,  such as to access and use Your Health Wallet, assign and interact with Care Circle Members, receive Services or Products, store Your preferences, or that enable You to receive Our newsletters or other content, or invite You to post Your comments. These and other features and functions will only be available to You when You create a “User Account” after You register by providing requested information and preferences and paying the required fee, if any.  For further information see Paragraph 14 below.

3.AGREEMENT TO TERMS OF SERVICE

BY VISITING, BROWSING, ACCESSING OR USING THE HEALTH PORTAL, OR CLICKING “I ACCEPT” BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL INCORPORATED NOTICES, WITHOUT LIMITATION OR QUALIFICATION.

IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE OR INCORPORATED NOTICES, DO NOT ACCESS OR USE THE HEALTH PORTAL OR ANY PART THEREOF.

By accessing or using the Health Portal or clicking “I Accept” below, You represent and warrant that: (1) You have read and understand these Terms of Service and Incorporated Notices and that You are accepting these Terms of Service; (2) You have the legal power and authority to agree to, and be bound by, these Terms of Service; and (3) all information provided by You in connection with Your access and use of the Health Portal is true, complete and accurate.

4.MEDICAL ADVICE DISCLAIMER

Navierre is not a healthcare provider and does not engage in the practice of medicine or other professional healthcare services. The Health Portal  does not constitute professional healthcare advice. The Health Portal and any content provided in connection therewith are offered as one tool to assist You to understand and manage Your or the Healthcare Subject’s well-being and the healthcare that may be received from Your chosen Providers, who Navierre does not control.

Neither the Health Portal nor any content offered in connection therewith substitute for professional advice, diagnosis or treatment by a physician or other qualified healthcare professional. Always seek the advice of a physician or other qualified healthcare professional with any questions regarding medical symptoms or a medical condition. Never disregard professional medical advice or delay seeking it because of something You have read on the Health Portal.

If You think You or someone You are taking care of has a medical or psychiatric emergency, call 911 or go to the nearest hospital.

5.DISCLAIMER OF WARRANTIES

Navierre does not warrant the accuracy, completeness, timeliness or usefulness of the opinions, advice, content, services, or other information provided through the Health Portal. Content provided on the Health Portal may contain health or medical-related materials or information that You may find sexually explicit or otherwise offensive.

You agree that Your access and of the Health Portal is, solely at Your own risk. The Health Portal is e provided by Navierre on an “as is” and “as available” basis.

EXCEPT AS MAY BE OTHERWISE NOTED IN THESE TERMS OF SERVICE, NAVIERRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIAL OR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  NAVIERRE DOES NOT MAKE ANY WARRANTY THAT ACCESS TO OR USE OF THE HEALTH PORTAL WILL MEET YOUR REQUIREMENTS OR YOUR EXPECTATIONS. NAVIERRE DOES NOT MAKE ANY WARRANTY THAT ACCESS TO OR USE OF THE HEALTH PORTAL WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NAVIERRE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE HEALTH PORTAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAVIERRE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.  TO THE EXTENT THAT CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.  IT IS AGREED THAT THE DISCLAIMERS AND EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

6.LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL NAVIERRE OR ITS AFFILIATES, SUPPLIERS, AND OTHER THIRD PARTIES MENTIONED OR LINKED TO VIA THE SERVICES BE LIABLE FOR YOUR USE OR MISUSE OF THE HEALTH PORTAL. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF NAVIERRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM YOUR OR ANYONE ELSE’S USE OR MISUSE OF THE HEALTH PORTAL OR COMPONENTS PROVIDED IN CONNECTION THEREWITH, INCLUDING DAMAGES THAT MIGHT BE INCURRED BY THIRD PARTIES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

7.EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAVIERRE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE USE OR MISUSE OF, UNAVAILABILITY OF OR INABILITY TO USE THE HEALTH PORTAL OR RELATED SERVICES, OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT AND THE INCORPORATED NOTICES, EVEN IN THE EVENT OF THE FAULT, TORT, INCLUDING NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, OF NAVIERRE (EXCEPT ARISING EXCLUSIVELY FROM NAVIERRE’S INTENTIONAL CONDUCT OR GROSS NEGLIGENCE), AND EVEN IF NAVIERRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.EXCLUSIVE REMEDY

IT IS AGREED THAT, NOTWITHSTANDING THE FOREGOING, SHOULD ANY LIABILITY ON THE PART OF NAVIERRE BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY.  THEREFORE, IT IS AGREED THAT IN NO EVENT MAY THE USER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE AMOUNTS PAID TO NAVIERRE IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $150 IF NO FEES WERE PAID, WHICHEVER IS GREATER, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.

9.CONNECTIVITY

The Health Portal will not work if Your internet access service, wi-fi router, Bluetooth connection or electrical power is unavailable or unstable.  It is exclusively Your responsibility to arrange for and maintain the necessary power, wireless, cellular, wi-fi, internet service or other stable means that will enable You to connect, download, access and/or use the Health Portal or Services or Products that You have selected.  Your use and enjoyment of the Health Portal or Services or Products may be affected by the suitability and performance of Your device, hardware, software, data access or other technology that you use to connect with and use the Health Portal or Services or Products.

10.COMMUNICATIONS BETWEEN NAVIERRE AND YOU

As a User, You may have an opportunity to communicate with Navierre regarding the Health Portal in a variety of ways. The manner of communication and their content will vary depending on Your Role. No matter the method that We or You employ, Our communications will be governed by these Terms of Service and Incorporated Notices, including but not limited to the User Warranties that You have agreed to in these Terms of Service.

1. Emails

By establishing a User Account as a Primary Account Holder, Healthcare Subject, or Care Circle Member, You agree to receive essential communications by email to the address You have  provided in Your User Account. For example,  essential communications may include (but are not limited to):

• a one-time, multifactor authentication passcode sent to You to establish that the email address that You have provided is accurate, up-to-date and delivers emails from the Health Portal; 

• a multi-factor authentication code passcode sent to You to use to confirm Your identity when logging onto the Health Portal accessing Your User Account or using Health Portal functions; 

• notification that an important message awaits You on the Health Portal (such as regarding an appointment confirmation, reminder, pre-appointment questionnaires, outstanding bills, new medical records or similar);

• periodic updates regarding Navierre’s Terms of Service and services;

• emergency alerts and critical messages; 

• information to be shared with Care Circle Members; 

• a response to Your request to reset Your User Account password;

• communications concerning Your account with Navierre and any disputes in regard thereto; and

• Navierre’s response to an email that You have sent to Us.

In addition, depending on Your User Account settings, You may receive non-essential emails, such as general health communications that Navierre believes may be of interest to You based on Your input or the information about You contained in the Health Portal. You may periodically also receive invitations to participate in user satisfaction and other types of surveys related to Your experiences with the Health Portal. Participation in such surveys is always optional.

For additional information about what may be securely communicated using email, and Your Options regarding emails, please see our Privacy Notice.

2. Phone or Text

Phone or text messages are an important feature of the Health Portal that is intended to assist You to manage the healthcare needs of the Healthcare Subject. When You provide Your phone information to Navierre, such as when establishing Your User Account (or as You may update from time to time), You warrant that the information You provide is true, complete and accurate, and that You are the current subscriber or owner of any telephone number that You provide.  

By voluntarily providing Your telephone number(s), You also expressly agree to receive prerecorded voice messages, and/or autodialed calls and text messages from Us, our agents, affiliates, and independent contractors. You acknowledge that automated calls or text messages may be made to Your telephone number(s) even if Your telephone number(s) is/are registered on any state or federal Do Not Call list.  When registering for the Health Portal, You agree to receive automated calls and text messages from Navierre, our agents, affiliates, and independent contractors even if You cancel Your account or terminate Your relationship with us, unless You opt out and a reasonable time has elapsed for Us to effectuate Your election.

The text message communications that You may receive from Navierre may include but are not limited to:

• A one-time, multifactor authentication passcode sent to You after You have opted in to receiving such a code to authenticate Your logging onto the Health Portal;

• Healthcare related communications, including but not limited to notifications regarding upcoming or scheduled appointments, checkups and exams, lab results, follow-ups, prescription notifications or reminders, or home healthcare instructions;

• Your designation and authorization of Care Circle Members to access Your Health Portal and assist You with Your healthcare; 

• General communications relating to Your account, registration, changes and updates, service outages, reminders, billing notifications, payment notices, new services available to users, or any transaction with Navierre; and

• Marketing and promotional communications.

At any time, even if You have expressly given Navierre permission to send voice or text messages to You, You may communicate Your desire not to receive additional voice or text messages in the future by following the stop or opt-out instructions in the voice or text message, by adjusting Your preferences in Your User Account,  or by contacting Navierre at options@navierre.com.

You acknowledge that neither Navierre nor any Service Provider shall be liable for delayed or undelivered messages.

Message and data rates may apply for any messages sent to You from Us and to Us from You. If You have any questions about Your text plan or data plan, it is best to contact Your wireless provider.

You acknowledge that You are aware that text messages are not fully secure and could be intercepted by a third party. You acknowledge that if You share Your mobile device with others, they may be able to view text messages sent by Navierre and others. It is Your responsibility to understand the risks of receiving text messages on Your mobile device.

3. Messaging Within the Health Portal

The Health Portal may provide Users with several interactive tools to help them better communicate with the Health Portal, Care Circle Members, and Providers, including, but not limited to, messages regarding appointments, insurance, medical records, Providers, periodic healthcare challenges or encouragements, and other communications. You may adjust Your preferences regarding receipt of non-essential communications in Your User Account settings.

4. Navierre’s Reservation Of Rights

Any communications between Navierre and You are subject to all User Warranties set forth in Paragraph 23. below. Except as required otherwise by law, Navierre reserves the right to preserve or remove any communication by You that it deems to violate the User Warranties or these Terms of Service.

11.SUPPLEMENTAL TERMS FOR HEALTHCARE SUBJECTS

As the Healthcare Subject, You are the User whose healthcare is the topic of a specific account. You may act on Your behalf or, others with Your authority or by operation of law, may act on your behalf.  Your preferences, including the authority You have given to others in regard to the Health Portal are stored in Your User Account. We recommend that You review the information and settings in Your User Account on a regular basis and update them as necessary.

1. Your Healthcare Records

The Health Portal is designed to enable You and/or Your Care Circle Members to the extent that You have authorized them, to access, view, add to, use or share certain private information in Your healthcare records. For example, to the extent authorized by You, select portions of Your healthcare records may be shared with new Providers so that they may review Your prior treatment records or with non-healthcare entities that You designate to receive the information, like a vaccine record or health clearance.  Some of the information in Your healthcare records may be considered Protected Health Information (PHI) or Personal Identifiable Information (PII) Any personal information submitted to Navierre and Your rights to see and receive copies of Your own or other’s health information are governed by the Incorporated Notices, including Privacy Notice and HIPAA Privacy Notice, which are incorporated herein and made part of these Terms of Service.

The contents of the records available in the Health Portal or stored in Your Health Wallet are determined by You, Your Care Circle, or Your Providers and may not necessarily display all information that may be contained in Your healthcare records. For example, You or Care Circle Members may have forgotten to identify a Provider when setting up Your Health Wallet or a Provider may have accidentally omitted portions of the records in their possession. We recommend that You periodically review the medical records in Your Health Wallet and the Health Portal in general to ascertain that they are complete and up to date, or whether new Providers, records, or Care Circle Members should be added. Navierre will not be responsible for and will have no liability for any inaccuracy, inconsistency or incompleteness of a healthcare record contained in Your Health Portal.

2. Authorizing Care Circle Members to Access Your Healthcare Records And Act on Your Behalf

You may authorize one or more Care Circle Members to assist You with Your healthcare, such as to access and share Your healthcare records, interact with Your Providers, schedule a healthcare appointment, or take other actions on Your behalf to assist You with Your healthcare.  In addition to Yourself, a Care Circle Member may be someone that You know personally (such as a friend or family member) or someone that Navierre may provide to You as a service, at Your request and for a fee. We recommend that You select individuals that You trust to access, use and protect Your PHI and PII and to aide You in Your healthcare decisions. Regardless, it is up to You to decide who You want to assist You as a Member of Your Care Circle, and to what extent and for what purposes they may access Your health information or act on Your behalf.

You may designate a Care Circle Member by completing the Authorization Form that is stored in  Your User Account. You may, at any time, remove an individual from the Care Circle or alter the scope of their authority to act on Your behalf or access Your Healthcare Records.

Navierre will rely on Your authorization when sharing Your health information with the Care Circle Member or permitting them to access and act through the Health Portal on Your behalf. Navierre will have no liability or responsibility and You agree to indemnify and hold harmless Navierre for any act or error by a Care Circle Member (other than a Care Navigator) including, but not limited to the Member’s republication or use of PHI, PII or other information.

12.SUPPLEMENTAL TERMS FOR PRIMARY ACCOUNT HOLDER

As the Primary Account Holder, You will be primarily responsible for the relationship with  Navierre and with the Health Portal. Your preferences as a Primary Account Holder will be stored in Your User Account. We recommend that You review the information and settings in Your User Account on a regular basis and update them as necessary.

 As a Primary Account Holder, You represent, warrant and agree that: 

• You are the Healthcare Subject or are authorized to act on behalf of the Healthcare Subject, whether by operation of law (such as based on the Primary Account Holder’s status as parent or guardian of a child under the age of 18 or by court order) or by express written authority provided by the Healthcare Subject to the Primary Account Holder; 

• You have provided accurate and complete information in Your User Account, identifying Yourself and any Healthcare Subject on whose behalf you are acting. If the Healthcare Subject is someone other than yourself, You represent, warrant, and agree that You have accurately and completely provided proof of Your relationship to the Healthcare Subject, Your authority to act on the Healthcare Subject’s behalf, and the scope or limits of Your authority; 

• You will protect the confidentiality of all Private Health Information (PHI) or personally identifiable information (PII) or other private or sensitive information that You access;

• You will comply with all state and federal laws, including but not limited to those that may limit or prohibit the sharing or redisclosure of the information You access;

• You will not exceed the scope of Your authority to access PHI, PII or healthcare records or take any action on behalf of the Healthcare Subject, as accurately recorded in Your User Account; 

• You will promptly notify Navierre and update Your User Account if there is a change in the scope of Your authority on behalf of the Healthcare Subject and will not take action that violates any limitation placed thereon;

• You will act in good faith in accessing the Healthcare Subject’s records or taking action on their behalf, including but not limited to the selection of any other individual(s) to be a member of the Care Circle, such as consideration of the invited individual’s qualifications and relationship to the Healthcare Subject and other unique factors known to You and/or the Healthcare Subject. You understand and agree that it is Your responsibility to determine the extent that the Healthcare Circle Member may access healthcare records or act on behalf of the Healthcare Subject and that You may limit or expand the extent of any Healthcare Circle Member’s access or duties at any time by adjusting preferences in Your Primary Account Holder User Account;

• You understand and agree that Navierre will and has relied on Your representations and warranties as to the foregoing and the information set forth in User Account in order to determine Your User Account settings including, providing You with access to and use of the Healthcare Subject’s healthcare records and the ability to interact with and use the Health Portal on the Healthcare Subject’s behalf to the extent authorized by the Healthcare Subject;

• You will comply with all Supplemental Terms for Care Circle Members as set forth in the following paragraph;

• Navierre will have no liability or responsibility and You agree to indemnify and hold harmless Navierre for any action performed by You as a Primary Account Holder that You is unauthorized by the Healthcare Subject or exceeds Your authority to do so, including but not limited to Your republication or use of PHI, PII,or other information that You have been authorized to access exclusively for the authorized purposes.

13.SUPPLEMENTAL TERMS FOR CARE CIRCLE MEMBERS

Being invited to act as a Circle Care Member for a Healthcare Subject other than yourself is an honor and demonstrates the trust that the Healthcare Subject and/or Primary Account Holder have that You will conduct yourself with honesty and with the best interests of the Healthcare Subject in mind.

As a Care Circle Member and as a condition of Your access to another person’s health information through the Health Portal, You represent and warrant that:

• You will not exceed the scope of Your authorization to access healthcare records or take act on the Healthcare Subject’s behalf as has been defined by the Primary Account Holder; 

• You will act in good faith in accessing the Healthcare Subject’s records or taking action on their behalf;

• You will protect the confidentiality of all Private Health Information (PHI) or personally identifiable information (PII) or other private or sensitive information that You access;

• You will comply with all state and federal laws, including but not limited to those that may limit or prohibit the sharing or redisclosure of the information You access;

• You will not share or redisclose the information that You receive without the express written authorization of the person who is the subject of the information, unless You are required by law to do so;

• You will comply, where applicable, with special protections which apply to the redisclosure of health information, including rules regarding HIV-related information, alcohol and substance abuse treatment information, mental health information, and genetic information; 

• You will not use the information or records that You access for any purpose other than that for which You were authorized to access it; 

• You will safely dispose of the healthcare information or records You have received when the purpose for which You were authorized to use it no longer exists or when You are no longer required by law to maintain it, whichever is longer;

• You understand and agree that Navierre will and has relied on Your representations and warranties as to the foregoing and the information set forth in User Account in order to determine Your User Account settings including, providing You with access to and use of the Healthcare Subject’s healthcare records and the ability to interact with and use the Health Portal on the Healthcare Subject’s behalf to the extent authorized by the Healthcare Subject;

• Navierre will have no liability or responsibility and You agree to indemnify and hold harmless Navierre for any action performed by You as a Care Circle Member that is unauthorized by the Primary Account Holder or exceeds Your authority to do so, including but not limited to Your republication or use of PHI, PII or other information that You have been authorized to access exclusively for the authorized purposes.

14.USER ACCOUNT

In order to access, manage and use the Health Portal and its functions, You will be required to establish a User Account. To do so, You will be required to create a User Account by providing Your email address and creating a unique password, as well as to provide additional information that will define which portions or functions of the Health Portal are accessible to You based on Your Role. You are responsible for maintaining the confidentiality of Your User Account information (including Your unique Password) and for any and all activity that occurs under Your User Account. We will assume that anyone who uses Your User Account is You and will therefore have all the same rights and privileges that You have. You will be responsible for any activity that occurs using User Account.

Remember, You are in the best position to protect Your User Account

Do not share Your Password or allow anyone else to use it. You agree to notify Navierre immediately upon learning of any unauthorized use of Your User Account, or Password or any other breach of the Health Portal’s security. However, You may be held liable for losses incurred by Navierre or any other user of or visitor to or user of the Health Portal due to another person using Your User Account or Password.

You may not use anyone else’s User Account or Password at any time without the express permission and consent of the holder of that account or password. If You choose to share information and healthcare records with someone else, please provide us with authorization  by desigating that person as a “Care Circle Member” , following which the Care Circle Member will be required to establish their own User Account and agree to these Terms. You may not use another’s account at any time, with or without the consent of the User, so as to give the impression, express or implied, that You are that User. Navierre cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

If You enable biometric authentication (e.g., iOS or iPadOS Face ID, Touch ID or Android Fingerprint) to sign on to the Health Portal, it is Your responsibility to be aware that all faces or fingerprints set up on Your device for such biometric authentication will be linked to Your Navierre account. If other people use the biometric authentication method enabled on Your device, they may be able to gain access to Your User Account and the Health Portal and view information You consider to be private. It is Your responsibility to understand the risks of biometric authentication enabled on Your mobile device. You can stop using biometric authentication to sign on to the Health Portal at any time at the device level.

15.DATA SECURITY

Security of data, software and interconnected are matters of concern for You and Navierre. We take reasonable precautions to protect Your information. We limit Our collection of Your personal information, such as Your financial information, personally identifiable information, protected health information, and other sensitive information to only such personal information that You have chosen to provide via the Health Portal or that We deem necessary to provide You with the services that You have selected, or to improve Your experience and that of other Users with the Health Portal or to provide You with information and advertisements concerning products or services that may be of particular interest to You. We take reasonable precautions to collect personal information in a secure manner and transmit it via a secure internet channel.

However, no security measures are perfect or impenetrable and Navierre cannot guarantee that the information submitted to, maintained on or transmitted from its systems will be completely secure. Navierre is not responsible for the circumvention of any privacy settings or security measures by any users or third parties. For further information, please see our Privacy Notice.

You are prohibited from violating or attempting to violate the security of the Health Portal by (a) accessing information not intended for such or logging onto a server or an account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any User, provider, host or network, including, but not limited to, submitting any malware or virus to the Website, overloading, “flooding,” “spamming,” “mail‑bombing,” “crashing,” or other malicious or illegal act of any description.  You shall not use any device, software, script or routine to interfere or attempt to interfere with the proper working of the  Health Portal or any activity being conducted on the Health Portal.  You shall not use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Navierre Website, other than through generally available third-party web browsers, for example, Microsoft Edge, Firefox, Google Chrome, etc., or download, use or access the Navierre App other than on or through generally available mobile application provider (i.e., Apple App Store or Google Play Store) using a device that has been subject to “jailbreaking”.

Navierre reserves the right to investigate and take such action as it deems necessary regarding any activity that it suspects is intended to violate the security of the Health Portal. If, in Our sole discretion, it appears that You have violated the Terms of Service or acted in any way that interferes or is intended to interfere with the functioning of the Health Portal, or another’s lawful access and use thereof, Navierre may take any action it deems appropriate to prevent further interference including, but not limited to, immediate suspension and/or cancellation of Your access to the Health Portal or related services.  You may be civilly or criminally liable for such violations. Navierre will cooperate with law enforcement authorities in prosecuting any individual or entity involved in such violations.

16.OWNERSHIP OF THE HEALTH PORTAL AND THEIR CONTENTS

The Health Portal and its individual components owned and operated by Navierre. All of the information and content (other than User healthcare  records) that are featured or displayed on the Health Portal, including but not limited to keywords, specialty tags, text, illustrations, artwork, video, music, trademarks, logos, charts, graphs, illustrations, or articles, are owned by or licensed to Navierre or its affiliates, business partners, or licensors.  Navierre reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Health Portal, its individual components, or their content at any time, without prior notice to any User.

17.NAVIERRE’S INTELLECTUAL PROPERTY

Navierre owns any and all intellectual property rights arising out of, related to, or in any way connected with “Navierre” and Navierre’s related logos, slogans, service marks or trademarks, etc. (“Navierre Intellectual Property”).  You cannot use the Navierre Intellectual Property without first obtaining Navierre’s express and specific written permission.  Nothing on the Health Portal shall be construed as granting a license or right to use the Navierre Intellectual Property without Our permission.

18.ACCESS AND USE OF THE HEALTH PORTAL AND CONTENT

Subject to Your acceptance of, and compliance with, these Terms of Service as may be periodically amended, Navierre hereby grants You a non-exclusive, non-transferable limited license to access and make personal non-commercial use of the Health Portal and their content. This license does not entitle You to any resale or commercial use of the Health Portal or its contents; any derivative works of the Health Portal or its contents; any downloading or copying of account information for the benefit of any person; or any use of data mining, robots or similar data gathering and extraction tools, which are expressly forbidden for any purpose whatsoever. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create, derivative works from, transfer, or offer for sale any information contained on, or obtained from the Health Portal, or any portion thereof. Navierre will investigate and take appropriate legal action, including civil and criminal redress, for any misuse and fraudulent activity on the Website.

19.ADDITIONAL LICENSE TERMS THAT APPLY TO THE NAVIERRE APPS

The Navierre App is licensed, not sold, to You. Your license to each of the Apps that You download or obtain through the Apple App Store, the Google Play Store, or other mobile application storefront, portal, or provider, is subject to Your prior acceptance of these Terms of Service.

The license granted to You herein for the Navierre App is limited to a non-transferable license to use the Navierre App on authorized devices. For example, an iOS-based App may be used only on devices running iOS (including but not limited to iPad and iPhone) that You own or control. This license does not allow You to use the Navierre App on any device that You do not own or control, and You may not distribute or make any Navierre App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Navierre App and, if You sell Your device to a third party, You must remove the Navierre App from the device before doing so.

The terms of this license will govern any upgrades provided by Navierre that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

Your use of the Navierre App may also entail Your use of third-party services to provide mobile services. It is Your responsibility to arrange for any required mobile services, which will be subject to the to the separate agreements, policies, and terms of those parties. We recommend that review those agreements, policies, and terms.

The license is effective until terminated by You or Navierre. Your rights under this license will terminate automatically without notice from Navierre if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Navierre App and destroy all copies, full or partial, of the Navierre App.

Any location data provided by the Navierre App is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed, or incomplete location data may lead to death, personal injury, property, or environmental damage.

You may not use or otherwise export or re-export Navierre App except as authorized by United States law. We recommend that You consult legal counsel should You have any legal questions about Your use of the Navierre or any other matter.

20.“JAILBREAKING” THE MOBILE OPERATING SYSTEM IS PROHIBITED

The Navierre App is intended for use only on a mobile device that is running an unmodified manufacturer-approved operating system. Using the Navierre App on a device with a modified operating system may undermine security features that are intended to protect health information from unauthorized and/or unintended disclosure. If You use the Navierre App on a mobile device that has been modified, You may compromise Your or protected health information (PHI), personally identifiable information (PII), or other confidential or sensitive information or the information of anyone for whose information You have been authorized to access.  Use of the Navierre App on a mobile device with a modified operating system is a material breach of these Terms of Service and will be grounds for termination of Your license to use the Health Portal on any and all platforms.

21.CONSENT TO USE OF DATA

You agree that Navierre may collect and use technical data and related information, including but not limited to technical information about Your device, system, geolocation, application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to You (if any). We may use this information, as long as it is in a form that does not personally identify You, to improve our products or to provide services or technologies to You.

For additional information regarding our privacy practices and how we handle Your personal data, including information that may personally identify You or which constitutes private health information (including how we may use that information to provide You with information and marketing materials that we believe may be of interest to You), please click here to see our Privacy Notice.

22.CONTENT CONTRIBUTED BY YOU OR OTHER USERS

From time to time, Navierre may provide opportunities for You to communicate with others through the Website, such as through blogs, chat rooms, postings, emails, reviews, etc. (“User Content”). Navierre reserves the right to accept, reject, or remove any and all User Content at its sole discretion and for any reason. You understand and agree that Navierre’s exclusive role in connection with User Content is solely as an Internet Service Provider and that Navierre is not and will not be liable for any User Content or any Website content that is authored or submitted by anyone other than Navierre.

You understand and agree that by submitting User Content, You are consenting to its public dissemination.  As a condition of Your submission of User Content to the Website, You hereby warrant, promise and agree that:

1. You have registered with Navierre by creating a unique User Name and Password after providing complete and accurate personal and contact information as required for registration of a User Account and that the information You have provided is up to date and accurate when You submit User Content for consideration;

2. You own or have all necessary licenses, rights, consents, and permissions to use and to authorize Navierre to use Your User Content, including, but not limited to, any necessary patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights in the User Content;

3. You have the written consent, release, and/or permission of each identifiable individual person in the User Content to use and to authorize Navierre to use the name or likeness of each such identifiable individual person in the User Content;

4. By submitting the User Content to Navierre, You agree to be bound by all terms set forth in these Terms of Service and Incorporated Notices;

5. You have the right to, and hereby, assign to Navierre a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your User Content in any media formats and through any media channels in connection with Navierre’s Health Portal, Platforms, Website, Applications, Services or Products;

6. You hereby agree to indemnify and hold harmless Navierre from any and all claims of whatever nature that may arise from, in connection with, or be related to, Your User Content, including, but not limited to, any claim that You made an impermissible use of the User Content, did not have the necessary licenses, permissions or releases for Your User Content or lacked the requisite authority to grant Navierre permission or license to use Your User Content as provided for above.

23.USER WARRANTIES

In consideration of being allowed to use the Health Portal, You warrant and agree that You will not, under any circumstances, do any of the following which shall constitute a material breach of these Terms of Service:

1. You will not impersonate any person or entity, including but not limited to another User, Care Circle Member, or official, employee, or consultant of Navierre;  misrepresent Your affiliation with any individual or entity; sign in or use another’s User Account; or otherwise impersonate or pretend to be another individual in any manner, whether to sign in or access the Health Portal, or a related service or for any other purpose whatsoever;

2. You will not make available any material that is protected by another’s copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant Navierre all required license rights. For further information, see Navierre’s Copyright and Intellectual Property Notice;

3. You will not make available any material that is false, misleading, harmful, abusive, tortious, vulgar, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or sexually or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate;

4. You will not cause harm, of any type, to minors;

5. You will not jailbreak the operating system of a mobile device using the Navierre App or otherwise use the Navierre App in a manner that is in violation of Your agreement with the App provider for Your mobile devices (i.e., Apple or Google), it being understood that Navierre is not a party to Your agreement with Your mobile device application provider, has no input, and will not be liable under Your agreement with them;

6. You will not submit materials or post links to advertisements or solicitations of business without Navierre’s prior express and written permission;

7. You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;

8. You will not enable or assist in the transmission of “junk mail,” “chain letters,” “pyramid schemes,” unsolicited mass mailings, instant messaging, “spimming,” “spamming,” or any other form of improper or illegal solicitation now known or that may be developed in the future;

9. You will not “stalk” or otherwise harass another person or assist another in doing so;

10. You will not access the Health Portal account to collect or store private health information (PHI), personally identifiable information (PHI), or any other confidential or sensitive information about others for unlawful or inappropriate purposes;

11. You will not misrepresent, or assist others in misrepresenting, the origin of any content provided by Navierre or another User;

12. You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;

13. You will not make available or distribute any materials, computer code or “malware” that facilitates hacking, or that is intended to interfere with or destroy the functionality of any website, computer software, hardware, mobile device, or telecommunications equipment or to interfere with the performance or functionality of the Health Portal, or any other website, mobile device, or interactive platform of any description, including, but not limited to, ransomware, software viruses, worms, Trojan horses, time bombs, trap doors, or any other computer code, files or programs or repetitive requests for information, or any other form of improper or illegal malware now known or that may be developed in the future;

14. You will not download data from any of Navierre’s Health Portal, services or databases through automated means, including spiders, robots, crawlers, or other automated means now known or that may be developed in the future;

15. You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any Navierre content of any description;

16. You will not sell, distribute, or make any use of, commercial or otherwise, information, content or data obtained from Navierre in a manner which could be expected to offend the person for whom it is relevant;

17. You will not create and maintain a Navierre user profile that contains hyperlinks to content not permitted by Navierre;

18. You will not interfere with or disrupt the Health Portal, related services, or the servers or networks connected to thereto, or disobey any requirements, procedures, policies or regulations of networks connected to the Health Portal;

19. You will not access the Health Portal after Your access has been terminated by Navierre for any reason;

20. You will not make available any materials, or act in any manner that is offensive to the Navierre community or the spirit of these Terms of Service.

You acknowledge and agree that Navierre may, but is not required to, monitor Your conduct in connection with the Health Portal. You agree that Navierre may remove any materials submitted by You, including but not limited to Your User Content, restrict and block Your access to the Health Portal, and/or terminate any or all other agreements between You and Navierre, if Navierre, in its sole discretion, determines that You have taken actions in violation of these Terms of Service and/or any other agreement between You and Navierre. You understand that in the event of termination for any cause, You will not be entitled to a refund of fees, if any, paid by You to Navierre and will be required to make all payments that remain outstanding at the time of the termination.

You understand and agree that Navierre may access, preserve and disclose Your identifying information in its possession, including, if applicable, email address, password and/or User Account information, if Navierre determines that it is necessary to do so in order to comply with apparently valid legal proceedings, to process a good-faith complaint by a third party that You have violated these Terms of Service, or to protect the legal rights, property or personal safety of Navierre, its Users, and the public at large.

24.CONFIDENTIALITY

"Confidential Information" includes all confidential or proprietary aspects of the Health Portal, including any of its features and functionalities, in addition to any information You submit through Health Portal that a reasonable person would expect under the circumstances of disclosure to be kept confidential (e.g., any personal information or health information).

Navierre and You (each a “Party”) will not disclose the Confidential Information of the other Party and will use the Confidential Information of the other Party only to exercise rights and fulfill obligations under these Terms of Service, while using reasonable care. The receiving Party may disclose Confidential Information of the discloser when required by law after giving reasonable notice to the discloser, if permitted by law. Except for the limited use rights under this Agreement, neither Party acquires any right, title, or interest in the other Party’s Confidential Information.

The Parties agree that any breach of this section by the other may cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, the non-breaching Party is entitled to seek injunctive and other equitable relief.

25.USER COMMUNICATIONS TO NAVIERRE

Unless otherwise protected by United States law, including as to PHI and PII, all communications sent by You to Us will be treated as non-confidential and non-proprietary.  Please do not submit confidential or proprietary information to Us (including, but not limited to, any patentable ideas, new content suggestions or business proposals) unless We have mutually agreed otherwise in writing and in advance of You sending them.  Any ideas, new content, or business proposals that We receive unsolicited will be treated as property owned by Navierre and will not be returned to You.

26.ACCESS, CORRECTION, AND DATA INTEGRITY

Although we attempt to maintain the integrity and accuracy of the information in the Health Portal, we make no guarantees as to their correctness, completeness, timeliness, or accuracy. The Health Portal may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the Health Portal by third parties without our knowledge. If You believe that information found on the Health Portal is inaccurate or incomplete, please inform us by contacting us at customercare@navierre.com.

27.THIRD-PARTY LINKS

The Health Portal may contain links to third-party websites. Third-party links are provided for Your convenience and as a courtesy to You. Third-party websites are not owned, operated or controlled by Navierre. You agree that Navierre is not responsible for the content or functionality contained on any such third-party website and that You waive any and all claims against Navierre as to any loss incurred as the result of Your access or use of such third-party website.

28.THIRD-PARTY DATABASE

The Health Portal may provide You with have an opportunity to use information from certain databases provided by other individuals or entities, such as to retrieve contact information for Your Providers, Your Insurers, or to share Your health records to recipients that You authorize to receive them. The databases are not owned, operated, or controlled by Navierre and We do not warrant the availability or accuracy of their content. It is Your responsibility to be certain that You have correctly identified the individuals or entities that You select from the database. Navierre is not responsibility for any action taken, including sharing of PII or PHI, based on Your selection of an individual or entity from the database. You hereby agree to waive any claim and indemnify and hold harmless for any claim, including as to privacy, related to or arising from Your use of data contained on a third party database including on that You access through the Health Portal.

29.INDEMNITY

You understand and agree that You will indemnify, defend and hold harmless Navierre from any and all liability, expense, cost, fine, settlement or judgment including, without limitation, reasonable attorneys’ fees and legal expenses incurred which are alleged to be connected with, arising out of or in any way related to Your User Content, Your access to or use of the Health Portal, or Your breach of the User Warranties or any other provision of these Terms of Service and/or Incorporated Notices.

30.CHANGES TO TERMS OF SERVICE

Navierre reserves the right to update, change, modify, add, delete, revise or replace the Health Portal and any part of these Terms of Service or any Incorporated Notices at any time. Such changes shall be effective, and You agree to be bound by such changes, when You “click” the Accept button upon accessing or using the Health Portal, when You purchase or access any Navierre Services, when You submit User Content or 30 days from the date the changes are posted to the Health Portal, whichever is earliest.

We recommend that You regularly check the Terms of Service when visiting, accessing or using the Health Portal, as these Terms of Service may have changed since You last did so.

31.GENERAL PROVISIONS

1. Relationship of the Parties.  You and Navierre are independent contractors. There is no partnership, agency, or joint venture relationship between us.

2. Location of Negotiations and Services.  You agree that the Health Portal, the marketing distribution, or provision of any and all Services or Products provided by Navierre through the Health Portal, and the negotiation and agreement of these Terms of Service, Incorporated Notices, and any other agreement between You and Navierre regarding the Health Portal shall be deemed to have occurred solely and exclusive within the State of New Jersey, United States of America.

3. New Jersey Law.  You hereby agree that these Terms of Service, the Incorporated Notices, and any other agreement between You and Navierre shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of New Jersey, United States of America (except to the extent that New Jersey choice of law principles would require application of any other law), regardless of where You, any of Navierre’s representatives or agents, or Navierre’s servers may be located.

4. New Jersey Jurisdiction and Forum.  You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Service, the Incorporated Notices, the Health Portal or related services shall be subject to the sole and exclusive jurisdiction of the federal or state courts located in the State of New Jersey, County of Bergen, and You hereby irrevocably consent to and submit to their jurisdiction to hear and determine any such dispute.

5. No International Use. Although this Website may be accessible worldwide, Navierre makes no representation that materials, content, services or products available on or through the Health Portal are appropriate or available for use in locations outside the United States. Those who choose to access this Website from other locations do so on their own initiative and at their own risk.  If You choose to access this Website from outside the United States, You are responsible for compliance with local laws in Your jurisdiction, including, but not limited to, the taxation of products or services purchased over the Internet. Navierre, their affiliates, licensors, contractors, and ser4vice providers, and suppliers have no control over and accept no responsibility for Your compliance with applicable in Your country and/or state of residence.

6. Void Where Prohibited. Any offer for any product, service, and/or information made in connection with the Health Portal is void where prohibited.

7. Use By Children. We do not offer services or products directly to children under 18. If You are under 18, Your parent or guardian may establish an account as the Primary Account Holder for You as the Healthcare Subject,  in order to use the Health Portal.  When You become 18 years of age, You will an opportunity to take over the management of Your healthcare, with or without the participation of Your parent or guardian.  By using the Health Portal, You are representing to Us that You are 18 years of age or older. We will not be liable for any damages that may result from a misrepresentation of age by a User.

8. Force Majeure. In addition to any excuse provided by applicable law, Navierre shall be excused from liability for non-delivery or delay in delivery of the Health Portal or related services arising from any event beyond Our reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, interruptions in supply chain, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, public health emergency, and other causes or events beyond Our reasonable control, whether or not similar to those which are enumerated hereinabove.

9. Specific Performance. You acknowledge that a breach of these Terms of Service or other agreement between You and Navierre will cause irreparable injury and that money damages may be inadequate to remedy the injury to Navierre. Therefore, in the event of a breach or threatened breach, Navierre will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

10. No Third-Party Rights. Nothing in these Terms of Service creates any right in any person not a party to the Terms of Service, and the Terms of Service shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

11. Severability of Provisions. If any provision of the Terms of Service, incorporated documents, or policies is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.

12. Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and Navierre or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.

13. Notices. Notices by Navierre to You may be given by means of electronic messages and/or general posting through the Health Portal, by conventional mail, or by email or text at the email or phone number that You provide in Your User Account. It is Your responsibility to ensure that Navierre continues to have up-to-date contact information for You.

    Notices by You to Navierre may be given by electronic messages, conventional mail, or telephone unless otherwise specified in these Terms of Service or any other agreement between You and Us.

    Navierre’s contact information as follows: 

    EMAIL customercare@navierre.com

    US Mail: 305 W Grand Avenue, Suite 900, Montvale, NJ 07645

    Phone Number: (628) 400 1166

14. Binding Provisions. These Terms of Service and any expressly incorporated documents or policies shall be binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

15. Assignment. You agree that You may not assign Your rights or obligations under the Terms of Service or any agreement between You and Navierre without Our prior written consent, which is subject to Navierre’s sole discretion.

16. Headings. The descriptive headings of the sections and subsections of the Terms of Service are for convenience only and do not affect the interpretation or construction of the Terms of Service.

17. Complete Agreement. These Terms of Service, including the Incorporated Notices, constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. To the extent that anything in, or associated with the Health Portal is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.

18. All prior and contemporaneous negotiations and agreements between You and Navierre concerning the Health Portal or any components connected thereto are expressly merged into and superseded by these Terms of Service and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Service.

Version 1.1

Eff. Date December 1, 2022