Navitome, LLC (“Navitome”) for website and online cloud services
MEDICAL DISCLAIMER. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, PLEASE CALL YOUR DOCTOR OR 911 IMMEDIATELY. NAVITOME DOES NOT RECOMMEND OR ENDORSE ANY TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE. RELIANCE ON ANY CONTENT ON THE SITE IS SOLELY AT YOUR OWN RISK.
If you access the Services on behalf of an organization, you agree to this Agreement on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
Subject to your compliance with the terms and conditions of this Agreement (including the payment of all fees due hereunder), Navitome grants to you a limited, personal, revocable, non-exclusive, non-transferrable, non-sublicensable license to access and use the Services, via an Internet connection, in the manner presented by Navitome, solely for your internal business purposes and in compliance with the applicable Navitome documentation. Navitome grants no other licenses to you with regard to the Services.
You may not (and may not authorize any party to) (i) co-brand, frame or redistribute the Services; (ii) translate, adapt, reverse engineer, decompile, disassemble, or otherwise modify the Services other than as expressly permitted by law (in which case the end results of such activities shall be the confidential information and intellectual property of Navitome, and you hereby assign all right, title and interest therein to Navitome); (iii) incorporate the Services (in whole or in part) in any other product, or create derivative works based thereon; (iv) use the Services to provide any facility management, time sharing, service bureau, application hosting, application service provider (ASP), or other similar services, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Services; (v) rent, lease, sell, license or sublicense the Services to a third party; or (vi) duplicate the Services without the express prior written permission of an authorized representative of Navitome.
You agree that you will use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: use the Services to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by Navitome; use the Services for any fraudulent or inappropriate purpose; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Services. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences.
ACCOUNT SECURITY AND PASSWORD
Your Account will be accessible by means of a password. You are solely responsible for maintaining the confidentiality of your password and Account and for any and all statements made and acts or omissions that occur through the use of your password and Account. Therefore, you must take steps to ensure that others do not gain access to your password and Account. Our personnel will never ask you for your password. You may not transfer or share your Account with anyone, and we reserve the right to immediately terminate your Account if you do transfer or share your Account.
Use of the Services as a Registered User (other than the publicly-accessible portions of the Navitome website) may require Account registration and payment of fees, as described on the applicable Payment section of the Site.
REGISTERED USERS’ CONTRIBUTIONS TO THE SITE
Registered Users (who have established an Account with Navitome) may be able to upload their own data, content, and information (“User Data”) to create customized guides (“Enterprise Documents”) accessible by their own enterprise, through their own Account. For clarification, the term, “User Data,” means only content, data, or information created independently or owned by you without reference to this Site or its content, data, reports, or information; and does not include any content, data, reports, or information either provided by Navitome, this Site, or generated by this Site.
You agree, represent and warrant the following for any User Data you submit or contribute:
The User Data, including any file names, or other metadata, do not contain any Individually Identifiable Health Information, as defined at 45 C.F.R. 160.103, of the subject of the User Data, or of anyone else, including any of the 18 individual identifiers listed at 45 C.F.R. 164.514(b)(2)(i) (such as, but not limited to, name, street address, phone number, dates of treatment, email address, URL, or identifiable face, feature or marking) (“Protected Health Information” or “PHI”), or that the User Data have otherwise been rendered de-identified in accordance with the requirements for de-identification set forth at 45 C.F.R. 164.514, or, if the User Data are subject to a jurisdiction outside of the United States, that the User Data have been rendered de-identified in accordance with the requirements for de-identification in the applicable foreign jurisdiction; or
For any User Data that contain PHI or other personally identifying information (collectively, “Personal Information”), you have obtained a valid written authorization from the subject of the User Data, which authorization satisfies the requirements set forth at 45 CFR 164.508; and
If you, as a contributor, or any User Data you submit or contribute, are subject to other privacy laws, regulations, directives or agreements outside of the United States, you agree, represent and warrant that, prior to upload or submission, you have obtained any and all consents, permissions, authorizations or approvals, including from any persons appearing in any User Data which you upload or submit, and have taken such other steps as may be required by the applicable jurisdiction or institution.
Any Personal Information disclosed in or with the User Data may be accessible by others. If you upload Personal Information, you acknowledge that the following may be deemed to apply to your use and disclosure: (i) certain sections of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, enacted Aug. 21, 1996 (codified at 42 U.S.C. §1320d); (ii) the regulations concerning privacy and security of health-related information and personally identifiable financial data as set forth at 45 C.F.R. Parts 160 through 164 and the federal security regulations set forth in 45 C.F.R. Part 142, and as amended (subsections (i) and (ii) referred to collectively as “HIPAA Requirements”); or (ii) other privacy directives, laws or regulations.
Furthermore, to the extent it is alleged or determined at any time that the HIPAA Requirements, EU Data Protection Directive, privacy laws or regulations of any other jurisdiction, or third party rights are implicated by your disclosure of Personal Information, you agree to indemnify, defend, and hold harmless Navitome from any claim, demand, or regulatory action, including reasonable attorneys’ fees and costs of regulatory investigations, made by any third party due to or arising out of your provision of the User Data, use of and access to the Site and disclosure of personally identifiable information in violation of any applicable laws or regulations.
If you wish to keep any business information, ideas, concepts, inventions, or works of authorship private or proprietary, do not upload them to the Site, include them in any of the User Data, or otherwise make them available through the Site.
You agree that you shall not, and shall not assist or enable any third party to, upload, submit or contribute any User Data or other media that contain software viruses or any other computer code, files or programs designed or likely to interrupt, destroy or limit the functionality of any computer software or the Site.
Navitome reserves the right to review all User Data prior to or after contribution or submission to the Site and to remove them for any reason, at any time, without prior notice, at its sole discretion. Notwithstanding the foregoing, no exercise, or failure to exercise, or delay in exercising any right, power or remedy vested in Navitome or the Navitome Protected Parties under this provision shall constitute a waiver by Navitome or the Navitome Protected Parties of that or any other right, power or remedy. The “Navitome Protected Parties” means Navitome, its owners, employees, sponsors, Site developers, content providers, agents, partners, officers, directors, affiliates, contractors, and licensors,
MODIFICATION TO FEES AND SERVICES
Navitome reserves the right to modify, suspend, or discontinue the Services at any time for any reason with or without notice. Navitome may provide a pro-rata refund of pre-paid fees, if any and if appropriate, in the event of termination without cause of Services by Navitome, which is not due to any fault by you. Navitome reserves the right to change Services fees, with changes effective upon 30 days’ notice from us. Such notice may be provided at any time by making the changes available through the Services, including by posting the changes to the Navitome website (www.navitome.com).
CANCELLATION AND TERMINATION
You are solely responsible for the proper cancellation of your Account. You may initiate cancellation of your Account at any time by emailing email@example.com, and your request for cancellation will be processed in accordance with Navitome’s standard processes. There will be no refund if you cancel the Services before the end of your current, paid-up period, and you will not be charged fees for subsequent months. There is no cancellation fee.
In the event of termination, your Account will be disabled and you may not be granted access to your Account or any files or other content contained in your Account. You acknowledge that residual copies of your information may remain in Navitome’s system, and that Navitome has no obligation to delete any or all such copies.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” BASIS. NAVITOME, ITS OWNERS, EMPLOYEES, SPONSORS, SITE DEVELOPERS, CONTENT PROVIDERS, AGENTS, PARTNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, AND LICENSORS, (THE “NAVITOME PROTECTED PARTIES”), TO THE FULL EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NONE OF THE NAVITOME PROTECTED PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (III) BUGS OR ERRORS WILL BE CORRECTED. NONE OF THE NAVITOME PROTECTED PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED IN OR THROUGH THE USE OF THE SITE. IN ADDITION, NONE OF THE NAVITOME PROTECTED PARTIES WILL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF CONTRIBUTORS, USERS OR THIRD PARTIES.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL ANY OF THE NAVITOME PROTECTED PARTIES BE LIABLE FOR ANY INDIRECT LOSS, DAMAGE (WHETHER INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER TYPE OF DAMAGE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND RESULTING FROM OR IN ANY WAY ASSOCIATED WITH THE SITE, SERVICES, CONTENT, SOFTWARE, GRAPHICS, IMAGES, ANY LINKED SITE, OR ANY USE OF ANY OF THE FOREGOING. THIS LIMITATION APPLIES TO THE FULL EXTENT PERMITTED BY LAW AND WITHOUT REGARD TO WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AN NAVITOME PROTECTED PARTY (OR PARTIES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF FOR ANY REASON THE NAVITOME PROTECTED PARTIES ARE FOUND TO BE LIABLE, THEIR AGGREGATE LIABILITY TO YOU OR ANY OTHER PARTY OR PARTIES CLAIMING WITH, UNDER OR THROUGH YOU, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID, IF ANY, TO NAVITOME FOR USE OF SERVICES, OR (B) ONE HUNDRED DOLLARS ($100), NOTWITHSTANDING THE NUMBER OF CLAIMS AND NOTWITHSTANDING ANY CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO CLAIM OR ACTION ARISING FROM OR CONCERNING THE SITE, SERVICES, CONTENT, OR SOFTWARE OR OTHERWISE HEREUNDER MAY BE BROUGHT LATER THAN ONE YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION AROSE.
ASSUMPTION OF RISK
The contents of the Site, such as text, graphics, images, and information, are for informational purposes only. Navitome does not represent or warrant the accuracy, currency or completeness of the contents of the Site. The content is not intended to be a substitute for professional legal advice or medical advice, diagnosis, or treatment. You should always seek the advice of a lawyer regarding legal questions and your physician regarding a medical condition. You should never disregard professional medical advice or delay in seeking it because of something you have read on the Site. None of the Navitome protected parties assume any responsibly or risk for the use of information provided on the Site.
THIRD PARTY LINKS
The Site may contain links to other websites that are operated by third parties and that are identifiable by a user of the Site as being operated by third parties (“Links”). You acknowledge that Navitome does not endorse the Links and is not responsible for any content of the Links. You also acknowledge that the respective owners of the Links neither endorse nor are affiliated with Navitome.
You agree to indemnify and hold harmless the Navitome Protected Parties from any claim or demand, loss, damages, judgments, awards, expenses, including reasonable attorneys’ fees and costs associated with third-party claims or regulatory investigations, due to or arising out of (1) your provision of any content, data, or information, (2) your use of and access to the Site; (3) your violation of these Terms and Conditions of Use; (4) your violation of any rights of a third party, including but not limited to claims of infringement of third party intellectual property rights or rights of privacy or publicity, or claims of defamation; as well as (5) your violation of any applicable laws or regulations, including but not limited to HIPAA to the extent it applies. You will also indemnify, defend and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Services. This paragraph shall survive the termination of this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
As between you and Navitome, the Site, Services, their content (excluding User Data), and any and all copyright, patent, trademark, service mark and other intellectual property rights (“Intellectual Property”) therein are the sole property of Navitome or its affiliates. Such items are protected by Intellectual Property laws in the Unites States and in other countries. Elements of the Services are also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. As between you and Navitome, all custom graphics, icons, logos, and other items that appear in the Services are trademarks, service marks, or trade dress of Navitome and its affiliates or licensors. Except as expressly provided herein, Navitome does not grant to you any express or implied rights to Navitome’s or any third party’s Intellectual Property. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other Intellectual Property notice or legend appearing on the Services. This paragraph shall survive the termination of this Agreement.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Site, you may notify our copyright agent, in accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), Title 17, United States Code, Section 512(c)(2). For your complaint to be valid under the DMCA, you must furnish the following information when providing notice of the claimed copyright infringement:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Navitome to locate the material;
- Information reasonably sufficient to permit Navitome to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, by its agent, or by law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted as a written notification to the following Designated Agent by electronic mail to firstname.lastname@example.org.
Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark and/or service mark displayed on the Site without the prior written permission of Navitome or such third-party owner(s).
Navitome may revise these Terms and Conditions of Use for the Services at any time without notice. You should check this page periodically to confirm whether these terms have been updated. By continuing to use the Services, you are agreeing to be bound by the then current version of this Agreement.
This Agreement is entered into in the United States of America and will be governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, notwithstanding any principles of conflicts of law. The parties expressly waive and exclude the application of the Uniform Computer Information Transactions Act. You consent to, and agrees that you are subject to, the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts with respect to any actions for enforcement of or breach of this Agreement brought by Navitome against you.
If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default by the other party of any of its obligations under this Agreement shall be deemed to be a waiver of any other breach or default of the same or any other nature. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Navitome with respect to the Services. The headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not modify or limit any of the terms thereof. You shall not assign, sublicense or otherwise transfer this Agreement, in whole or in part, without Navitome’s prior written approval. Any purported assignment in violation of the foregoing shall be null and void. Navitome may assign, sublicense or otherwise transfer this Agreement, in whole or in part.