Practice Unite Terms of Use

PLEASE READ THESE PARTICIPANT TERMS AND CONDITIONS OF USE ("TERMS OF USE") CAREFULLY BEFORE USING THE PRACTICE UNITE APPLICATION ("PUA") OFFERED BY NAVIO HEALTH LLC ("NAVIO HEALTH"). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ("YOU" OR "YOUR") USE OF PUA AND ANY OTHER FEATURES, CONTENT, OR PUBLICATIONS OFFERED FROM TIME TO TIME BY NAVIO HEALTH IN CONNECTION THEREWITH (COLLECTIVELY, THE "SERVICE"). PUA IS INTENDED FOR USE ONLY BY PHYSICIANS, PHYSICIAN ASSISTANTS, NURSE PRACTITIONERS AND NURSES (COLLECTIVELY, "CLINICIANS") AND BY HOSPITAL MANAGERS, MANAGERS OF HOSPITAL AFFILIATES, AND THEIR RESPECTIVE AGENTS. CLINICIANS, HOSPITAL MANAGERS, MANAGERS OF HOSPITAL AFFILIATES, AND THEIR RESPECTIVE AGENTS ARE COLLECTIVELY REFERRED TO HEREINAFTER AS "QUALIFIED USERS". BY USING PUA, YOU AGREE TO BE BOUND BY THE TERMS OF USE AS IN EFFECT FROM TIME TO TIME WITH RESPECT TO PUA.

PUA is not meant to serve as the sole means of communication between you and other Qualified Users but rather in conjunction with standard methods of communication.

1.        ACCEPTANCE OF TERMS

PUA is offered subject to acceptance without modification of all of the Terms of Use and all other operating rules, policies and procedures that may be published from time to time on PUA by Navio Health. In addition, some services offered through PUA may be subject to additional terms and conditions promulgated by Navio Health from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

You represent and warrant that (a) you are a physician, physician assistant, nurse practitioner, nurse, manager of a hospital, manager of a hospital affiliate or an agent of the foregoing, (b) all registration information you submit is accurate and truthful, (c) your use of PUA does not and will not violate any applicable legal requirement or professional or ethical standard, and (d) in the case of Clinicians, you or your practice have reasonable and customary levels of malpractice and related liability insurance coverage for patient referral and other patient treatment situations. Navio Health may, in its sole discretion, refuse to offer PUA to any person and change its eligibility criteria at any time.

2.        REGISTRATION

As a condition to using PUA, you will be required to register using an access code(s) provided to you by your organization ("Licensee Healthcare Organization"), and a password chosen by you (collectively, your "PUA Access ID"). You agree to provide PUA with accurate, complete, and updated registration information. Navio Health reserves the right to refuse registration of, or cancel, a PUA Access ID in its sole discretion. You are solely responsible for all activity that occurs under your PUA Access ID and shall be responsible for maintaining the confidentiality of your password(s). You agree to never use another Qualified User’s account or allow any third party to use yours. You will immediately notify Navio Health in writing of any unauthorized use of your account, or other account related security breach of which you are aware. You grant Navio Health, and all other persons or entities involved in the operation of PUA, as well as Licensee Healthcare Organization, the right to transmit, monitor, retrieve, store, and use your PUA Access ID and related registration and information, including usage information, in connection with the necessary operation of PUA.  You agree to use PUA solely for communications related to patient care of Licensee Healthcare Organization patients and/or other activities directly related to Licensee Healthcare Organization's business and operations.

3.        Navio Health "CONTENT"

The term "Content" includes, without limitation, any tools, services, videos, audio clips, written comments, information, data, text, photographs, software, works of authorship, graphics, and interactive features generated, provided, or otherwise made accessible by Navio Health, its content providers, or third parties through PUA.

You agree that PUA contains Content specifically provided by Navio Health or its providers, and that as between you and Navio Health such Content is the property of Navio Health and/or its providers and is protected under U.S. and international intellectual property laws, including copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any such Content. You shall not sell, license, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, display in frames, link to, or otherwise commercially exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the express written consent of the respective owners or other valid right, or (ii) in any way that violates any third party right. You may not print or download Content.

Navio Health reserves the right to remove any Content from PUA at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Navio Health is concerned that there has been a violation of the Terms of Use).

4.        PARTICIPANT SUBMISSIONS

PUA provides you with the ability to upload, submit, post, disclose, distribute or otherwise transmit (hereafter, "posting") content, videos, audio clips, written comments, information, data, text, photographs, software, works of authorship, graphics and other information to PUA ("User Submissions"). You will be solely liable for any postings from your account by means of the PUA, and agree that Navio Health (i) has no control over the content of any User Submission and (ii) will not be liable for such User Submissions. You represent and warrant that you own or otherwise control all rights, and have all necessary patient consents, to post such User Submissions and that disclosure and use of such User Submissions by Navio Health (including without limitation, publishing content on PUA) will not infringe or violate the rights of any third party, including without limitation any privacy, publicity, contract or other rights of any person or entity.

In addition:

  1. You shall not post any User Submissions that contain misleading, false, or inappropriate language or statements.  You are responsible for confirming the accuracy and compliance with any applicable legal requirement or professional or ethical standard, including all HIPAA rule requirements, of any information contained in postings from your account by means of the PUA.
  2. Navio Health does not endorse any User Submissions. Navio Health has the right, but not the obligation, to monitor PUA, Service, Content, or User Submissions. Navio Health may remove any User Submission at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Submission). Navio Health will consider requests to remove User Submissions on a case-by-case basis once it has been contacted by a Qualified User, or Licensee Healthcare Organization, subject to Section 17, if applicable.
  3. Under no circumstances will Navio Health be liable in any way for any User Submissions, including, but not limited to, any errors or omissions in any User Submissions, or any loss or damage of any kind incurred in connection with use of or exposure to any User Submissions posted, emailed, accessed, transmitted or otherwise made available via PUA.
  4. You agree not to permit any other person to have access to your PUA.
  5. PUA may provide you access to your personal email account(s). Any email account accessed through PUA is NOT secure. Protected patient information is at risk if sent through email. Only the text portions of PUA that are available through “Secure Text”, “Consult”, and “Patient List” are designed to address HIPAA security requirements.  You agree not to transmit any protected patient information in the content of your emails.
  6. You understand and agree that you have no expectation of privacy with regard to any and all communications that you send via PUA. Both Navio Health and Licensee Healthcare Organization will have access to, and may utilize, your communications the purposes set forth herein or other reasonable business purposes.

5.        RULES AND CONDUCT

YOU AGREE TO IMMEDIATELY NOTIFY LICENSEE HEALTHCARE ORGANIZATION AND NAVIO HEALTH IF YOUR MOBILE DEVICE IS OR MAY BE LOST, STOLEN OR MATERIALLY COMPROMISED.  YOU WILL USE A PIN TO SECURE YOUR MOBILE DEVICE AGAINST UNAUTHORIZED ACCESS AT ALL TIMES UNTIL YOUR ACCOUNT HAS BEEN TERMINATED.  As a condition of use, you promise not to use PUA for any purpose that is prohibited by law, and by the Terms of Use. You are responsible for all of your activity in connection with PUA.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content or communications on or through PUA, that:

  1. fails to comply with any applicable legal requirement or professional or ethical standard;
  2. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  3. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of or fails to respect another's privacy, tortious, obscene, offensive, or profane;
  4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
  5. involves commercial activities and/or sales without Navio Health’s prior written consent;
  6. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Navio Health or any third party; or
  7. impersonates any person or entity, including any employee or representative of Navio Health.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Navio Health in its sole discretion) an unreasonable or disproportionately large load on Navio Health’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of PUA or any activities conducted on PUA; (iii) bypass any measures Navio Health may use to prevent or restrict access to PUA (or other accounts, computer systems or networks connected to PUA); (iv) run any form of auto-responder or "spam" on PUA; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the PUA.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of PUA, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of PUA, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder.

6.        PRIVACY

The purpose of our privacy policy is to identify information we may collect about you, describe the uses we may make of your information and the security measures we take to protect it, and describe your options for controlling your personally identifiable information. Navio Health's current PUA privacy statement is available upon request, and is incorporated into these Terms of Use. For inquiries in regard to the Privacy Policy, or to report a perceived privacy related problem, please contact us at the address specified in Section 17.

7.        TERMINATION

Navio Health may terminate your access to all or any part of PUA at any time, with or without cause, with or without notice, which may result in the forfeiture and destruction of all information associated with your use of PUA. You are responsible for developing and maintaining procedures to protect your information.  If you wish to terminate your account, you may do so by contacting Licensee Healthcare Organization and/or by contacting Navio Health. All provisions of the Terms of Use, which by their nature should survive termination, shall survive termination of your account, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.  All licenses granted by Navio Health under this Terms of Use shall be revoked as of the termination of PUA service to you.

8.        MEDICAL DISCLAIMER

You assume full responsibility for any use of the Content and information accessible via PUA as well as any User Submissions, and agree that Navio Health, its partners, associates, and any other providers of Content are not responsible or liable for any claim, loss, or damage arising from (i) the use of the Content, User Submission and/or other information, (ii) your failure or that of any other Qualified User to comply with any applicable legal requirement or professional or ethical standard. No professional fee has been charged by or paid to Navio Health and Navio Health does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses, or other information that may be mentioned by Qualified Users on PUA.

9.        PATIENT INFORMATION

It is your sole responsibility to comply with any and all applicable legal requirements, as well as institutional, professional and ethical guidelines with respect to patient confidentiality. You are, at all times during the term of this Terms of Use and thereafter, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view patient data. NAVIO HEALTH CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE USE OR MISUSE OF PATIENT DATA OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED BY THE QUALIFIED USER WHILE USING PUA.

10.        GENERAL DISCLAIMERS

You acknowledge that Navio Health has no control over, and no duty to take any action regarding which Qualified Users gain access to the PUA. Navio Health does not control what Content you access via the PUA; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. Navio Health makes no representations concerning any Content contained in or accessed through the PUA, and Navio Health will not be responsible or liable for the accuracy, copyright compliance, legality or decency of third party material contained in or accessed through PUA.

PUA (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NAVIO HEALTH HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, NAVIO HEALTH AND ITS EQUITY HOLDERS, , EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) PUA WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE SERVICE WILL BE ERROR-FREE OR ANY DEFECTS OR ERRORS CAN OR WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH PUA IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING PUA WILL MEET YOUR REQUIREMENTS.

11.        INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Navio Health, its affiliates and each of their respective equity holders, employees, contractors, directors, agents, partners, suppliers, participants, Content providers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use of PUA, Content and/or any User Submissions (including your own) and any use, misuse, loss or theft or destruction of any device by which you have used PUA, (ii) your relationship with a patient, (iii) your violation of the Terms of Use, or (iv) infringement or violation by you, or any third party using your account, of any intellectual property or other right of any person or entity (including any right of privacy). Navio Health reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with Navio Health in asserting any available defenses.

12.        LIMITATION OF LIABILITY

EXCEPT IN THE CASE OF Navio Health's gross negligence, bad faith OR willful misconduct, IN NO EVENT SHALL NAVIO HEALTH, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EQUITY HOLDERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, PARTICIPANTS, OR CONTENT PROVIDERS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO PUA (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, INTERRUPTION OF SERVICE, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON PUA, AND/OR (IV) EXCEPT TO THE LIMITED EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, FOR ANY DIRECT DAMAGES IN EXCESS OF (a) FEES PAID PER USER DURING THE PRECEDING TWELVE MONTHS, OR (b) IN THE EVENT NO FEES WERE PAID OR REQUIRED, $1000.  EXCEPT AS PROVIDED IMMEDIATELY ABOVE, YOUR ONLY REMEDY IS TO STOP USING PUA. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

13.        INTERNATIONAL USE

Navio Health makes no representation that PUA is appropriate or available for use in locations outside of the United States, and accessing PUA is prohibited from territories where such Service is illegal. If you access PUA from other locations, you do so at your own initiative and are responsible for compliance with local laws.

14.        DISPUTE RESOLUTION

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Navio Health agree that any cause of action arising out of or related to PUA brought by you or on your behalf must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of law rules, and the United States of America. Navio Health may seek injunctive or similar equitable relief at any time from any court of competent jurisdiction. Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”), using the English language in accordance with the Arbitration Rules and Procedures of the AAA then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators in accordance with the Arbitration Rules and Procedures of AAA. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

15.        INTEGRATION AND SEVERABILITY

The Terms of Use are the entire agreement between you and Navio Health with respect to PUA and use of the PUA, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Navio Health with respect to PUA. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

16.        MISCELLANEOUS

Navio Health shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Navio Health’s reasonable control. The Terms of Use are personal to you, and are not assignable, transferable or sub-licensable by you except with Navio Health's prior written consent. Navio Health may assign, transfer or delegate any of its rights and obligations hereunder without consent. Many of the provisions of these Terms of Use are for the benefit not only of Navio Health, but also Licensee Healthcare Organization, and Licensee Healthcare Organization shall have the right to assert and enforce those provisions directly against you on its own behalf. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. Navio Health may deliver notice to you under this Terms of Use by means of electronic message to the address/number you provided Navio Health in registration or by written communication delivered by U.S. mail or courier to your address on record with Navio Health. You may give notice to Navio Health at any time via secure electronic text message to Navio Health or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the address specified in Section 17.

This Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.  Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use shall not be considered a waiver thereof, which can only be made by signed writing.  No single waiver shall be considered a continuing or permanent waiver.

17.        DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

The address of Navio Health’s Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy. References in this Section 17 to “Content” include User Submissions.

It is Navio Health’s policy to (1) block access to or remove Content that it believes in good faith may be copyrighted material that may have been illegally copied and distributed by any Qualified User, affiliate, entity licensee of PUA, or Content provider, and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that Content residing on or accessible through PUA infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  2. Identification of works or materials being infringed;
  3. Identification of the Content that is claimed to be infringing including information regarding the location of the Content that the copyright owner seeks to have removed, with sufficient detail so that Navio Health is capable of finding and verifying its existence;
  4. Contact information about the notifier including address, telephone number and, if available, e-mail address;
  5. A statement that the notifier has a good faith belief that the Content is not authorized by the copyright owner, its agent, or the law; and a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is received by the Designated Agent:

It is Navio Health's policy:

  1. To remove or disable access to the infringing Content;
  2. To notify the Content provider that it has removed or disabled access to the Content; and
  3. That repeat offenders will have the infringing Content removed from the system and, if applicable, that Navio Health will terminate such offender's access to PUA.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

If the Content provider believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the Content provider may send a counter-notice containing the following information to the Designated Agent listed below:

  1. A physical or electronic signature of the Content provider;
  2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
  3. A statement that the Content provider has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
  4. Content provider’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the state or federal Court for the judicial district in which the Content provider’s address is located, or if the Content provider’s address is located outside the United States, for any judicial district in which Navio Health is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Navio Health may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Navio Health’s discretion.

Please contact Navio Health’s Designated Agent to Receive Notification of Claimed Infringement:

Adam Turinas, Chief Executive Officer

211 Warren Street, Newark, New Jersey 07103
Email: adam.turinas@practiceunite.com

18.        MODIFICATIONS

Navio Health reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, limit or discontinue PUA (including without limitation, the availability of any feature, database, or content) at any time. Except in instances in which Navio Health has reserved the right to take any of the foregoing actions without notice, Navio Health may notify you of such action by posting a notice on PUA or by sending you an electronic message. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of PUA following posting of any changes to the Terms of Use constitutes acceptance of those changes.