Terms of Use

Navix Hub™ Facilities

Updated as at November 10, 2023

Terms of use

Thank you for using Navix Hub Facilities, a Software as a Service subscription service of Navix Health Inc, a Delaware Corporation, who in these Terms of Use is referred to as “we”, “us” or “our”. The person or entity howsoever described using Navix Hub Facilities is referred to as the “user”, “users”, “you”, “your” and “yourself” in these Terms.

You agree to the legally binding contract set out in these Terms of Use (“Terms”) by making use of any feature, including but not limited to the application programming interface, software, tools, developer services, data, documentation, and relevant website(s) (“Navix Hub Facilities”). These Terms incorporate the Privacy and Usage Policy published on our web site which sets out how we collect and use information provided by users. These Terms of Use and associated policies may be updated or amended as we publish on our website(s) or as we notify you in writing. If you do not agree to any amendment of or variation in the Terms of Use and policies, you must stop using Navix Hub Facilities immediately.

1. Registration and access

You must be of legal age to manage your personal affairs (i.e. suis juris) to use Navix Hub Facilities. You warrant to us that: (i) you have not previously been suspended or removed from using Navix Hub Facilities; (ii) your registration and use of Navix Hub Facilities is in compliance with any and all applicable laws and regulations; and (iii) should you be an entity, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

If you use Navix Hub Facilities on behalf of another person or entity, you must have the authority to accept these Terms of Use on behalf of that person or entity in registering an account with Navix Hub Facilities and using Navix Hub Facilities. Should you cease engagement with or by that other person or entity you must cease use of Navix Hub Facilities immediately and using that account.

You must provide accurate and complete information to register for a Navix Hub Facilities account. You must keep up-to-date all information provided to us about yourself. Information not provided to us that is 30 days out-of-date or more shall be grounds for cancellation of your account and access to Navix Hub Facilities. You may not make your account access credentials or your account available to others who are not engaged in the same entity or organization as yourself. You are responsible and are liable for all activities that occur using your credentials and or your account.

You agree to receive communications by email, text, including push notifications and to undertake two factor authentication as we determine is necessary or optimal to securely access Navix Hub Facilities. We agree to not otherwise communicate with you without your permission for matters not related to your use of Navix Hub Facilities but we may communicate with you about related Navix Health Inc products or services.

2. Usage requirements

(a) Use of Navix Hub Facilities. You may access, and we grant you a non-exclusive right to use, Navix Hub Facilities in accordance with these Terms. You shall comply with these Terms and all applicable laws when using Navix Hub Facilities. We are the owner of all rights, title, and interest in and to Navix Hub Facilities.

(b) Feedback. We welcome user feedback, comments, ideas, proposals and suggestions for improvements. We may use such input from you without restriction or compensation to you.

(C) Restrictions. You may not (i) use Navix Hub Facilities in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Navix Hub Facilities (except to the extent such a restriction is contrary to applicable law); (iii) use Navix Hub Facilities to compete with Navix Health Inc ; (iv) use any method to extract data from Navix Hub Facilities, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the application; (v) (vii) buy, sell, or transfer Navix Hub Facilities output without our prior consent. You shall comply with any other requirements contained in our documentation.

(d) Third Party Services. Any third-party software, services, or other products you use in connection with Navix Hub Facilities is subject to its own terms, and we are not responsible for third party products.

3. Content - Including generated by Artificial Intelligence (AI)

(a) Your Content. You may provide input to Navix Hub Facilities (“Input”), and receive output that may be AI-generated and returned by Navix Hub Facilities based on the Input (“Output”). Input and Output are collectively “Content.” As between you and us and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, we hereby assign to you all its right, title and interest in and to Output. We may use Content as necessary to provide and maintain Navix Hub Facilities, comply with applicable law, and enforce our policies. You are responsible for the Content, including for ensuring that it does not violate any applicable law or these Terms. We are not responsible for use of Content by users or third parties.

(b) Use of Content. We may use De-Identified Content that you provide or receive from Navix Hub Facilities to develop, improve and maintain Navix Hub Facilities. This use may also include Machine Learning which includes but is not limited to generating statistics, calibrating data models and improving algorithms in the course of processing Input. Such use of Content shall be without restriction by you or compensation to you. If you do not want to allow us and Navix Hub Facilities to use Content as set out above do not use Navix Hub Facilities.

4. HIPAA compliance and business associate agreement

As a provider of a Software as a Service (SaaS) solution to healthcare providers, Navix Health Inc. is considered a Business Associate under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). We agree to:

Comply with the applicable requirements of the Privacy Rule, Security Rule, and Breach Notification Rule under HIPAA
Comply with the applicable requirements of the Privacy Rule, Security Rule, and Breach Notification Rule under HIPAA
Use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by these Terms.
Report promptly to you any security incident or use or disclosure of PHI not provided for by these Terms of which we become aware.
Ensure that any subcontractors that create, receive, maintain, or transmit PHI on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information.
Make available PHI in accordance with the individual’s rights as specified in the Privacy Rule.
Make our internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule.
At the termination of these Terms, if feasible, we will return or destroy all PHI received from, or created or received by us on your behalf that we still maintain in any form and retain no copies of such information. If return or destruction is not feasible, we will extend the protections of these Terms of Use to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

This provision, read in conjunction with all Terms, shall serve as our Business Associate Agreement as required under HIPAA.

5. Support and services updates

(a) Support: As part of the subscription to Navix Hub Facilities, we endeavor to offer reasonable remote technical assistance and support to you and your authorized users during our standard support hours.

(b) Service Updates:At our sole and absolute discretion, we may update Navix Hub Facilities with modifications, amendments, corrections and or enhancements to the operation and performance of Navix Hub Facilities without necessarily altering its basic functions. The updates may be published on the Navix Hub platform using cloud-based technology.

Service Updates may include new releases or editions of Navix Hub Facilities and include new, additional or improved features or functionalities as a component of Navix Hub Facilities that shall be subject to these Terms for which at our absolute discretion we may require the payment of additional fees.

6. Fees and payment

(a) Trial Period. No fees are payable during the designated trial period for use of Navix Hub Facilities. Unless otherwise specified in writing, the trial period is 21 days from establishing an account with Navix Hub Facilities. If we believe you are not using the Trial period in good faith, we may charge you standard fees or stop providing access to Navix Hub Facilities.

(b) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the Navix Hub Facilities pricing page, or as otherwise agreed in writing. We retain the right to correct pricing errors even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on the agreed periodic basis, but we may reasonably change the date on which the charge is taken. You authorize us and our affiliates, and third-party payment processor(s), to charge your payment method for the Fees. Payment may be taken per month in advance or on any other reasonable basis. You must provide one month’s notice of cancellation of your account. Should you continue to use Navix Hub Facilities following the month of your notice of cancellation, you shall continue to be liable for the Fees. If your payment cannot be completed, we may provide you written notice and may suspend access to Navix Hub Facilities until payment is received. Fees are payable in U.S. dollars and are due upon the issue of an invoice or fees claim. Payments shall not be refunded except as provided in these Terms. We reserve the right to charge differential fees to users including Enterprise users.

(c) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, and we may invoice you for such Taxes, excluding Taxes we pay on the reportable net income we receive. You agree to pay such Taxes promptly and provide us with documentation proving the payment, or additional evidence that we may reasonably require. We use the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments. If you choose to dispute any Fees or Taxes, please email the.secretary@navixhealth.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to an additional charge of 1.5% of the unpaid balance per month. If any amount of your Fees is due, we may suspend your access to Navix Hub Facilities and provide you written notice of late payment.

7. Confidentiality, security and data protection

(a) Confidentiality. You may be given access to our Confidential Information, our affiliates and other third parties. You may use Confidential Information only as needed to use Navix Hub Facilities as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that we or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential Information does not include information that: (i) is or becomes generally available to the public (other than through your conduct); (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to us and use reasonable efforts to limit the scope of the disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of Navix Hub Facilities. If you discover any vulnerabilities or breaches related to your use of Navix Hub Facilities, you must promptly contact us and provide details of the vulnerability or breach.

(c) Processing of Personal Data. As your use of Navix Hub Facilities involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law which includes but is not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the California Consumer Privacy Act (CCPA), or statutes, regulations and enforceable rules in force in your geographic location.

8. Term and termination

(a) Termination. These Terms take effect when you first use Navix Hub Facilities and remain in effect until you cease use of Navix Hub Facilities or we terminate this agreement. You may terminate these Terms at any time for any reason by discontinuing the use of Navix Hub Facilities and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (Miscellaneous), if there are changes in relationships with third party technology providers outside of our control, or you fail to comply with law or government requests.

(b) Effect of Termination. Upon termination, you will stop using Navix Hub Facilities and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature survive termination or expiration shall continue, including Sections 3 and 5 to 8.

(c) Modification of Navix Hub Facilities. We may modify, add to or discontinue Navix Hub Facilities at any time, including by adding, limiting or discontinuing certain features, temporarily or permanently, without notice to you. We are not liable to you for any change to Navix Hub Facilities or any suspension or termination of your access to or use of Navix Hub Facilities.

9. Indemnification; Disclaimer or warranties; Limitatiom on liability

(a) Indemnity. You will defend, indemnify, and hold us harmless, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees and witness expenses) arising from or relating to your use of Navix Hub Facilities, including your Content, products or services you develop or offer in connection with Navix Hub Facilities, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. Navix Hub Facilities is provided “as is.” Except to the extent prohibited by law, we, our affiliates and licensors make no warranties (express, implied, statutory or otherwise) with respect to Navix Hub Facilities, and disclaim all warranties including warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. We do not warrant that Navix Hub Facilities will be uninterrupted, accurate or error free, or that any content will be secure or not lost or altered. Your use of Navix Hub Facilities is completely at your own risk.

(c) Limitations of Liability. Neither we nor any of our affiliates or licensors will be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, or data or other losses, even if we have been advised of the possibility of such damages. Our aggregate liability under these terms shall not exceed the greater of the amount you paid for the service that gave rise to the claim during the month preceding the month before the liability arose or one hundred dollars ($100). The limitations in this Section apply only to the maximum extent permitted by applicable law. This limitation of liability is an essential term of the contract between you and us regarding your use of Navix Hub Facilities.

10. Alternative dispute resolution

(a) Mandatory Resolution Process: You agree to the following mandatory alternative dispute resolution process and class action waiver provisions unless you opt out of these alternative dispute resolution process terms, by providing a notice in writing to the.secretary@navixhealth.com within 30 days of commencing use of Navix Hub Facilities.

(b) Informal Dispute Resolution. You agree to first try to resolve any dispute or claim arising under these Terms informally by first promptly providing us, and no later than 30 days from the date in which the issue in dispute arises, with written notice at the.secretary@navixhealth.com of the details of the dispute including your name, a description of the dispute, and the relief you seek. You will appoint a person with authority to settle the dispute and use your best endeavors, in good faith, to resolve the dispute.

(c) Mediation. Should the dispute not be settled informally, you may then seek to mediate the dispute in accordance with the Texas Mediator Credentialing Association Standards of Practice and Code of Ethics and should a named mediator not be agreed, we shall request the President of the Texas Association of Mediators or the President’s nominee to select the mediator and determine the mediator’s remuneration.

(d) Arbitration. Should the dispute not be finalized by mediation, an independent arbitrator may be appointed under Texas Arbitration Law, with or without your approval to determine the matter. The arbitrator shall have the power to decide any motions brought by the parties to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. You and we otherwise shall bear our own respective costs and expenses, including attorneys’ fees, incurred in connection with any arbitration. The decision of the arbitrator shall be in writing. Except as provided by law, arbitration shall be the exclusive and final remedy for any dispute under these Terms.

(e) Arbitration/Mediation Costs and Fees. You and we will pay equal shares of the required and reasonable costs and fees in a mediation or arbitration. We will not seek our attorneys’ fees and all our other costs in the mediation or arbitration unless the mediator or arbitrator finds that your claim is frivolous.

(f) Arbitration/Mediation Procedures. The mediation or arbitration may be conducted by telephone, based on written submissions, video conference, or in person at any mutually agreed location. In an arbitration, all issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(g) Exceptions. This Section does not require arbitration for the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of Navix Hub Facilities or intellectual property infringement.

(h) No Class Actions. Disputes shall be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. You agree not to bring any matter by class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations. If for any reason a dispute proceeds in a court rather than through mediation or arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(i) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

11. Miscellaneous

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and us or any of our affiliates. We and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You may not use our or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(e) Variation of Terms. We may amend these Terms from time to time by posting a revised version on our website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of Navix Hub Facilities after any change means you agree to such change. If you do not agree to the change, you must cease use of Navix Hub Facilities immediately.

(f) Notices. All notices from you to us shall be in writing by email to the.secretary@navixhealth.com. We may notify you using the registration information you provided to us or the email address associated with your use of Navix Hub Facilities. Service of any notice shall be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.

(g) Waiver and Severability. If you do not comply with these Terms, and we do not take action immediately, this does not mean we are giving up any of our rights. Except as provided in Section 8(i), if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(h) Export Controls. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(i) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause us or our affiliates irreparable harm, and we shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of Navix Hub Facilities and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us.

(k) Jurisdiction, Venue and Governing Law. These Terms will be governed by the laws of the State of Delaware, without regard to Delaware conflicts of laws rules. Except as provided in the “Alternative Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Delaware, USA.

(l) Interpretation. The word “including” means “including but not limited to”. Headings in these Terms shall not affect interpretation of these Terms.

End.

Navix Hub™ Professionals

Updated as at November 10, 2023

Terms of use

Thank you for using Navix Hub Professionals, a Software as a Service subscription service of Navix Health Inc, a Delaware Corporation, who in these Terms of Use is referred to as “we”, “us” or “our”. The person or entity howsoever described using Navix Hub Professionals is referred to as the “user”, “users”, “you”, “your” and “yourself” in these Terms.

You agree to the legally binding contract set out in these Terms of Use (“Terms”) by making use of any feature, including but not limited to the application programming interface, software, tools, developer services, data, documentation, and relevant website(s) (“Navix Hub Professionals”). These Terms incorporate the Privacy and Usage Policy published on our web site which sets out how we collect and use information provided by users. These Terms of Use and associated policies may be updated or amended as we publish on our website(s) or as we notify you in writing. If you do not agree to any amendment of or variation in the Terms of Use and policies, you must stop using Navix Hub Professionals immediately.

1. Registration and access

You must be of legal age to manage your personal affairs (i.e. suis juris) to use Navix Hub Professionals. You warrant to us that: (i) you have not previously been suspended or removed from using Navix Hub Professionals; (ii) your registration and use of Navix Hub Professionals is in compliance with any and all applicable laws and regulations; and (iii) should you be an entity, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

If you use Navix Hub Professionals on behalf of another person or entity, you must have the authority to accept these Terms of Use on behalf of that person or entity in registering an account with Navix Hub Professionals and using Navix Hub Professionals. Should you cease engagement with or by that other person or entity you must cease use of Navix Hub Professionals immediately and using that account.

You must provide accurate and complete information to register for a Navix Hub Professionals account. You must keep up-to-date all information provided to us about yourself. Information not provided to us that is 30 days out-of-date or more shall be grounds for cancellation of your account and access to Navix Hub Professionals. You may not make your account access credentials or your account available to others who are not engaged in the same entity or organization as yourself. You are responsible and are liable for all activities that occur using your credentials and or your account.

You agree to receive communications by email, text, including push notifications and to undertake two factor authentication as we determine is necessary or optimal to securely access Navix Hub Professionals. We agree to not otherwise communicate with you without your permission for matters not related to your use of Navix Hub Professionals but we may communicate with you about related Navix Health Inc products or services.

2. Usage requirements

(a) Use of Navix Hub Professionals. You may access, and we grant you a non-exclusive right to use, Navix Hub Professionals in accordance with these Terms. You shall comply with these Terms and all applicable laws when using Navix Hub Professionals. We are the owner of all rights, title, and interest in and to Navix Hub Professionals.

(b) Feedback. We welcome user feedback, comments, ideas, proposals and suggestions for improvements. We may use such input from you without restriction or compensation to you.

(C) Restrictions. You may not (i) use Navix Hub Professionals in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Navix Hub Professionals (except to the extent such a restriction is contrary to applicable law); (iii) use Navix Hub Professionals to compete with Navix Health Inc ; (iv) use any method to extract data from Navix Hub Professionals, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the application; (v) (vii) buy, sell, or transfer Navix Hub Professionals output without our prior consent. You shall comply with any other requirements contained in our documentation.

(d) Third Party Services. Any third-party software, services, or other products you use in connection with Navix Hub Professionals is subject to its own terms, and we are not responsible for third party products.

3. Content - Including generated by Artificial Intelligence (AI)

(a) Your Content. You may provide input to Navix Hub Professionals (“Input”), and receive output that may be AI-generated and returned by Navix Hub Professionals based on the Input (“Output”). Input and Output are collectively “Content.” As between you and us and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, we hereby assign to you all its right, title and interest in and to Output. We may use Content as necessary to provide and maintain Navix Hub Professionals, comply with applicable law, and enforce our policies. You are responsible for the Content, including for ensuring that it does not violate any applicable law or these Terms. We are not responsible for use of Content by users or third parties.

(b) Use of Content. We may use De-Identified Content that you provide or receive from Navix Hub Professionals to develop, improve and maintain Navix Hub Professionals. This use may also include Machine Learning which includes but is not limited to generating statistics, calibrating data models and improving algorithms in the course of processing Input. Such use of Content shall be without restriction by you or compensation to you. If you do not want to allow us and Navix Hub Professionals to use Content as set out above do not use Navix Hub Professionals.

4. HIPAA compliance and business associate agreement

Comply with the applicable requirements of the Privacy Rule, Security Rule, and Breach Notification Rule under HIPAA
Comply with the applicable requirements of the Privacy Rule, Security Rule, and Breach Notification Rule under HIPAA
Use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by these Terms.
Report promptly to you any security incident or use or disclosure of PHI not provided for by these Terms of which we become aware.
Ensure that any subcontractors that create, receive, maintain, or transmit PHI on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information.
Make available PHI in accordance with the individual’s rights as specified in the Privacy Rule.
Make our internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining your compliance with the Privacy Rule.
At the termination of these Terms, if feasible, we will return or destroy all PHI received from, or created or received by us on your behalf that we still maintain in any form and retain no copies of such information. If return or destruction is not feasible, we will extend the protections of these Terms of Use to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

This provision, read in conjunction with all Terms, shall serve as our Business Associate Agreement as required under HIPAA.

5. Support and services updates

(a) Support: As part of the subscription to Navix Hub Professionals, we endeavor to offer reasonable remote technical assistance and support to you and your authorized users during our standard support hours.

(b) Service Updates:At our sole and absolute discretion, we may update Navix Hub Professionals with modifications, amendments, corrections and or enhancements to the operation and performance of Navix Hub Professionals without necessarily altering its basic functions. The updates may be published on the Navix Hub platform using cloud-based technology.

Service Updates may include new releases or editions of Navix Hub Professionals and include new, additional or improved features or functionalities as a component of Navix Hub Professionals that shall be subject to these Terms for which at our absolute discretion we may require the payment of additional fees.

6. Fees and payment

(a) Trial Period. No fees are payable during the designated trial period for use of Navix Hub Professionals. Unless otherwise specified in writing, the trial period is 21 days from establishing an account with Navix Hub Professionals. If we believe you are not using the Trial period in good faith, we may charge you standard fees or stop providing access to Navix Hub Professionals.

(b) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the Navix Hub Professionals pricing page, or as otherwise agreed in writing. We retain the right to correct pricing errors even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on the agreed periodic basis, but we may reasonably change the date on which the charge is taken. You authorize us and our affiliates, and third-party payment processor(s), to charge your payment method for the Fees. Payment may be taken per month in advance or on any other reasonable basis. You must provide one month’s notice of cancellation of your account. Should you continue to use Navix Hub Professionals following the month of your notice of cancellation, you shall continue to be liable for the Fees. If your payment cannot be completed, we may provide you written notice and may suspend access to Navix Hub Professionals until payment is received. Fees are payable in U.S. dollars and are due upon the issue of an invoice or fees claim. Payments shall not be refunded except as provided in these Terms. We reserve the right to charge differential fees to users including Enterprise users.

(d) Disputes and Late Payments. If you choose to dispute any Fees or Taxes, please email the.secretary@navixhealth.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to an additional charge of 1.5% of the unpaid balance per month. If any amount of your Fees is due, we may suspend your access to Navix Hub Professionals and provide you written notice of late payment.

7. Confidentiality, security and data protection

(a) Confidentiality. You may be given access to our Confidential Information, our affiliates and other third parties. You may use Confidential Information only as needed to use Navix Hub Professionals as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that we or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential Information does not include information that: (i) is or becomes generally available to the public (other than through your conduct); (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to us and use reasonable efforts to limit the scope of the disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of Navix Hub Professionals. If you discover any vulnerabilities or breaches related to your use of Navix Hub Professionals, you must promptly contact us and provide details of the vulnerability or breach.

(c) Processing of Personal Data. As your use of Navix Hub Professionals involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law which includes but is not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the California Consumer Privacy Act (CCPA), or statutes, regulations and enforceable rules in force in your geographic location.

8. Term and termination

(a) Termination. These Terms take effect when you first use Navix Hub Professionals and remain in effect until you cease use of Navix Hub Professionals or we terminate this agreement. You may terminate these Terms at any time for any reason by discontinuing the use of Navix Hub Professionals and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (Miscellaneous), if there are changes in relationships with third party technology providers outside of our control, or you fail to comply with law or government requests.

(b) Effect of Termination. Upon termination, you will stop using Navix Hub Professionals and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature survive termination or expiration shall continue, including Sections 3 and 5 to 8.

(c) Modification of Navix Hub Professionals. We may modify, add to or discontinue Navix Hub Professionals at any time, including by adding, limiting or discontinuing certain features, temporarily or permanently, without notice to you. We are not liable to you for any change to Navix Hub Professionals or any suspension or termination of your access to or use of Navix Hub Professionals.

9. Indemnification; Disclaimer or warranties; Limitatiom on liability

(a) Indemnity. You will defend, indemnify, and hold us harmless, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees and witness expenses) arising from or relating to your use of Navix Hub Professionals, including your Content, products or services you develop or offer in connection with Navix Hub Professionals, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. Navix Hub Professionals is provided “as is.” Except to the extent prohibited by law, we, our affiliates and licensors make no warranties (express, implied, statutory or otherwise) with respect to Navix Hub Professionals, and disclaim all warranties including warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. We do not warrant that Navix Hub Professionals will be uninterrupted, accurate or error free, or that any content will be secure or not lost or altered. Your use of Navix Hub Professionals is completely at your own risk.

10. Alternative dispute resolution

11. Miscellaneous

(b) Use of Brands. You may not use our or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(e) Variation of Terms. We may amend these Terms from time to time by posting a revised version on our website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of Navix Hub Professionals after any change means you agree to such change. If you do not agree to the change, you must cease use of Navix Hub Professionals immediately.

(f) Notices. All notices from you to us shall be in writing by email to the.secretary@navixhealth.com. We may notify you using the registration information you provided to us or the email address associated with your use of Navix Hub Professionals. Service of any notice shall be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.

(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of Navix Hub Professionals and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us.

(l) Interpretation. The word “including” means “including but not limited to”. Headings in these Terms shall not affect interpretation of these Terms.

End.

Navix AI™

Updated as at November 10, 2023

Terms of use

Thank you for using NavixAI, a Software as a Service subscription service of Navix Health Inc, a Delaware Corporation, who in these Terms of Use is referred to as “we”, “us” or “our”. The person or entity howsoever described using NavixAI is referred to as the “user”, “users”, “you”, “your” and “yourself” in these Terms.

You agree to the legally binding contract set out in these Terms of Use by making use of any feature, in any manner including the application programming interface, software, tools, developer services, data, documentation, and relevant website(s) (“NavixAI”). These Terms incorporate the Privacy and Usage Policy published on our web site which sets out how we collect and use information provided by users. These Terms of Use and associated policies may be updated or amended as we publish on our website(s) or notify you in writing. If you do not agree to any amendment of or variation in the Terms of Use and policies, you must stop using NavixAI immediately.

1. Registration and access

You must be of legal age to manage your personal affairs (i.e. suis juris) to use NavixAI. You warrant to us that: (i) you have not previously been suspended or removed from using NavixAI; (ii) your registration and use of NavixAI is in compliance with any and all applicable laws and regulations; and (iii) should you be an entity, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

If you use NavixAI on behalf of another person or entity, you must have the authority to accept these Terms of Use on behalf of that person or entity in registering an account with Navix AI and using Navix AI. Should you cease engagement with or by that other person or entity you must cease use of Navix AI immediately and using that account.

You must provide accurate and complete information to register for a NavixAI account. You must keep up-to-date all information provided to us about yourself. Information not provided to us that is 14 days out-of-date or more shall be grounds for cancellation of your account and access to NavixAI. You may not make your account access credentials or your account available to others who are not engaged in the same entity or organization as yourself. You are responsible and are liable for all activities that occur using your credentials and or your account.

You agree to receive communications by email, text, including push notifications and to undertake two factor authentication as we determine is necessary or optimal to securely access NavixAI. We agree to not otherwise communicate with you without your permission for matters not related to your use of NavixAI but we may communicate with you about related Navix Health Inc products or services.

2. Usage requirements

(a) Use of NavixAI. You may access, and we grant you a non-exclusive right to use, NavixAI in accordance with these Terms. You shall comply with these Terms and all applicable laws when using NavixAI. We are the owner of all rights, title, and interest in and to NavixAI.

(b) Feedback. We welcome user feedback, comments, ideas, proposals and suggestions for improvements. We may use such input from you without restriction or compensation to you.

(c) Restrictions. You may not (i) use NavixAI in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of NavixAI (except to the extent such a restriction is contrary to applicable law); (iii) use NavixAI to develop foundation models or other models that compete with NavixAI; (iv) use any method to extract data from NavixAI, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the application; (v) falsely represent that output from NavixAI was human-generated; or (vii) buy, sell, or transfer NavixAI output without our prior consent. You shall comply with any rate limits and other requirements contained in our documentation. You may use Navix AI only in geographies as set out at https://platform.openai.com/docs/supported-countries.

3. Content

(a) Your Content. You may provide input to NavixAI (“Input”), and receive output generated and returned by NavixAI based on the Input (“Output”). Input and Output are collectively “Content.” As between you and us and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, we hereby assign to you all its right, title and interest in and to Output. We may use Content as necessary to provide and maintain NavixAI, comply with applicable law, and enforce our policies. You are responsible for the Content, including for ensuring that it does not violate any applicable law or these Terms. We are not responsible for use of Content by users or third parties

(b) HIPAA and Content Deidentification. You must comply with the Health Insurance Portability and Accountability Act 1996 (HIPAA) in relation to all Content. Personally Identifiable Information must not be included in Content. Breach of HIPAA, including all penalties, legal fees and cost shall be entirely at your cost. Use of terms such as “the client” or “the patient” or similar is required wherever Input identification may arise

(c) Similarity of Content. Output may not be unique across users and NavixAI may generate the same or similar output for us and other Navix AI users. Responses that are requested by and generated for other users are not considered your Content.

(d) Use of Content. We may use De-Identified Content that you provide or receive from Navix Hub Facilities to develop, improve and maintain Navix Hub Facilities. This use may also include Machine Learning which includes but is not limited to generating statistics, calibrating data models and improving algorithms in the course of processing Input. Such use of Content shall be without restriction by you or compensation to you. If you do not want to allow us and Navix Hub Facilities to use Content as set out above do not use Navix Hub Facilities.

(e) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please provide notice in writing to the email address the.secretary@navixhealth.com setting out the details of your complaint as follows:

the physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that is claimed to have been infringed;
a description of where the claimed infringing material is located on our site;
a statement of good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf and otherwise acknowledge action may be taken against you for perjury for any incorrect or misleading information.

We may delete or disable alleged infringing content and may terminate infringing users accounts.

4. Fees and payments

(a) Trial Period. No fees are payable during the designated trial period for use of NavixAI. Unless otherwise specified in writing, the trial period is 14 days from establishing an account with NavixAI. If we believe you are not using the Trial period in good faith, we may charge you standard fees or stop providing access to NavixAI.

(b) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the NavixAI pricing page, or as otherwise agreed in writing. We retain the right to correct pricing errors even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on the agreed periodic basis, but we may reasonably change the date on which the charge is taken. You authorize us and our affiliates, and third-party payment processor(s), to charge your payment method for the Fees. Payment may be taken per month in advance or on any other reasonable basis. You must provide one month’s notice of cancellation of your account. Should you continue to use NavixAI following the month of your notice of cancellation, you shall continue to be liable for the Fees. If your payment cannot be completed, we may provide you written notice and may suspend access to NavixAI until payment is received. Fees are payable in U.S. dollars and are due upon the issue of an invoice or fees claim. Payments shall not be refunded except as provided in these Terms. We reserve the right to charge differential fees to users including Enterprise users.

(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

5. Confidentiality, security and data protection

(a) Confidentiality. You may be given access to our Confidential Information, our affiliates and other third parties. You may use Confidential Information only as needed to use NavixAl as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that we or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential Information does not include information that: (i) is or becomes generally available to the public (other than through your conduct); (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to us and use reasonable efforts to limit the scope of the disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of NavixAI. If you discover any vulnerabilities or breaches related to your use of NavixAI, you must promptly contact us and provide details of the vulnerability or breach.

(c) Processing of Personal Data. As your use of NavixAI involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law which includes but is not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the California Consumer Privacy Act (CCPA), or statutes, regulations and enforceable rules in force in your geographic location.

6. Term and termination

(a) Termination. These Terms take effect when you first use NavixAI and remain in effect until you cease use of NavixAI or we terminate this agreement. You may terminate these Terms at any time for any reason by discontinuing the use of NavixAI and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (Miscellaneous), if there are changes in relationships with third party technology providers outside of our control, or you fail to comply with law or government requests.

(b) Effect of Termination. Upon termination, you will stop using NavixAI and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature survive termination or expiration shall continue, including Sections 3 and 5 to 8.

(c) Modification of Navix AI. We may modify, add to or discontinue Navix AI at any time, including by adding, limiting or discontinuing certain features, temporarily or permanently, without notice to you. We are not liable to you for any change to NavixAI or any suspension or termination of your access to or use of NavixAI.

7. Indemnification; Disclaimer of warraties; Limitation on liability

(a) Indemnity. You will defend, indemnify, and hold us harmless, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees and witness expenses) arising from or relating to your use of NavixAI, including your Content, products or services you develop or offer in connection with NavixAI, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. NavixAI is provided “as is.” Except to the extent prohibited by law, we, our affiliates and licensors make no warranties (express, implied, statutory or otherwise) with respect to NavixAI, and disclaim all warranties including warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. We do not warrant that NavixAI will be uninterrupted, accurate or error free, or that any content will be secure or not lost or altered. Your use of NavixAI is completely at your own risk.

(c) Limitations of Liability. Neither we nor any of our affiliates or licensors will be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, or data or other losses, even if we have been advised of the possibility of such damages. Our aggregate liability under these terms shall not exceed the greater of the amount you paid for the service that gave rise to the claim during the month preceding the month in which the liability arose or one hundred dollars ($100). The limitations in this section apply only to the maximum extent permitted by applicable law. This limitation of liability an essential term of the contract between you and us regarding your use of NavixAI.

8. Alternative dispute resolution

(a) Mandatory Resolution Process: You agree to the following mandatory alternative dispute resolution process and class action waiver provisions unless you opt out of these alternative dispute resolution process terms, by providing a notice in writing to the.secretary@navixhealth.com within 30 days of commencing use of NavixAI.

(b) Informal Dispute Resolution. You agree to first try to resolve any dispute or claim arising under these Terms informally by first promptly providing us, and no later than 30 days from the date in which the issue in dispute arises, with written notice at the.secretary@navixhealth.com of the details of the dispute including your name, a description of the dispute, and the relief you seek. You will appoint a person with authority to settle the dispute and use your best endeavors, in good faith, to resolve the dispute.

(c) Mediation. Should the dispute not be settled informally, you may then seek to mediate the dispute in accordance with the Texas Mediator Credentialing Association Standards of Practice and Code of Ethics and should a named mediator not be agreed, we shall request the President of the Texas Association of Mediators or the President’s nominee to select the mediator and determine the mediator’s remuneration.

(d) Arbitration. Should the dispute not be finalized by mediation, an independent arbitrator may be appointed under Texas Arbitration Law, with or without your approval to determine the matter. The arbitrator shall have the power to decide any motions brought by the parties to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. You and we otherwise shall bear our own respective costs and expenses, including attorneys’ fees, incurred in connection with any arbitration. The decision of the arbitrator shall be in writing. Except as provided by law, arbitration shall be the exclusive and final remedy for any dispute under these Terms.

(e) Arbitration/Mediation Costs and Fees. You and we will pay equal shares of the required and reasonable costs and fees in a mediation or arbitration. We will not seek our attorneys’ fees and all our other costs in the mediation or arbitration unless the mediator or arbitrator finds that your claim is frivolous.

(f) Arbitration/Mediation Procedures. The mediation or arbitration may be conducted by telephone, based on written submissions, video conference, or in person at any mutually agreed location. In an arbitration, all issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(g) Exceptions. This Section does not require arbitration for the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of NavixAI or intellectual property infringement.

(h) No Class Actions. Disputes shall be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. You agree not to bring any matter by class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations. If for any reason a dispute proceeds in a court rather than through mediation or arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(i) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

9. Miscellaneous

(b) Use of Brands. You may not use our or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(e) Variation of Terms. We may amend these Terms from time to time by posting a revised version on our website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of NavixAI after any change means you agree to such change. If you do not agree to the change, you must cease use of NavixAI immediately.

(f) Notices. All notices from you to us shall be in writing by email to the.secretary@navixhealth.com. We may notify you using the registration information you provided to us or the email address associated with your use of Navix Hub Professional. Service of any notice shall be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.

(g) Waiver and Severability. If you do not comply with these Terms, and we do not take action immediately, this does not mean we are giving up any of our rights. Except as provided in Section 8(i), if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(h) Export Controls. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and us regarding the use of NavixAI and supersedes any prior or contemporaneous agreements, communications, or understandings between you and us.

(k) Jurisdiction, Venue and Governing Law. These Terms will be governed by the laws of the State of Delaware, without regard to Delaware conflicts of laws rules. Except as provided in the “Alternative Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Delaware, USA.

(l) Interpretation. The word “including” means “including but not limited to”. Headings in these Terms shall not affect interpretation of these Terms.

End.