Employer Beta Study Participants: Privacy, Terms of Use

Effective Date: June 25, 2020

Thank you for visiting. These Terms of Use (the “Terms”) apply to your access to, and use of, our website and its subdomains located at Navigator.health (the “Website”) that are owned and operated by Navigator Healthcare Inc. (“Navigator,” “we,” “us,” or “our”); any information, text, graphics, photos, or other content uploaded to, downloaded from, or appearing on the Website; and the services offered by Navigator, including, but not limited to, our provision of information about, and referrals for, evaluation of substance use disorder conditions (all of the foregoing, collectively, the “Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CREATE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NAVIGATOR. YOUR USE OF THE SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS OF USE WITHOUT MODIFICATION. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF USE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

We reserve the right to change or modify any of the Terms of Use, the Website, and/or the Services at any time. If we decide to change our Terms of Use, we will notify you by revising the date at the top of the Terms of Use and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). Your use of the Services following the posting of changes or modifications to the Terms of Use will constitute your acceptance of the revised Terms of Use. Therefore, you should review the Terms of Use from time to time to understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended terms, you must immediately stop using the Services.

The Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Navigator. These Terms of Use form a legally binding agreement between you and Navigator in relation to your use of the Services. It is important that you take the time to read them carefully.

Eligibility to use the services

To use the Services, you must be of legal age to enter into a binding contract and not be prohibited from using the Services by the laws of the jurisdiction from which you access the Services. In addition, you must meet the following criteria to be eligible to use the Services: (a) are a legal resident of the United States; (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services; (c) have full power and legal authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party; and (d) will comply with these Terms at all times.

Our services

Navigator is an independent central resource for individuals and families. We are committed to helping individuals and families navigate to the right health care when and where they need it. We provide information about substance use conditions and professionally recognized treatment options. Navigator collaborates with providers supporting local knowledge and service access. We are paid by public and private insurers and, therefore, our services are offered at no charge to individuals or families.

Participating healthcare provider organization

The healthcare providers with whom we collaborate (the “Participating Providers”) are solely responsible for evaluation and treatment planning as indicated for all clients without limitation. Participating Providers must meet and maintain professional and industry standards in their clinical and business practices, including but not limited to use of The ASAM Criteria, accepted (evidence-based) practices of care, and privacy protections as defined by HIPAA.

Not a broker and not affiliated

We are not a representative of or agent for the consumer, Participating Provider or any health plan with which we collaborate (the “Participating Health Plans”) and do not act on their behalf. We do coordinate with both Participating Health Plans and Participating Providers to support accuracy of information and to support referrals to healthcare providers that are part of the Participating Health Plans’ coverage plans. It is the responsibility solely of the Participating Provider and the individual seeking care to determine whether any person is an appropriate admission to any services recommended by the Provider. Navigator does not broker, sell, or lease space directly and is not a party to any transaction between the provider and the consumer.

No medical advice

The Website, its content, and the Services provided by Navigator are for informational purposes only and do not constitute professional medical advice, diagnosis, or treatment. Navigator is not a healthcare provider and does not provide medical advice. Using, accessing and/or browsing the Website, the Services, and/or providing personal or medical information to Navigator does not create a physician-patient relationship between you and Navigator, and nothing contained in the Website or other Services is intended to replace the services, or to be a substitute for medical advice, of a licensed physician or healthcare provider or other trained health professional licensed in your state. You rely on any content, techniques, ideas, or suggestions accessed through the Services at your sole discretion and risk. You should also talk to your healthcare provider for diagnosis and treatment. In addition, we do not recommend or endorse any specific drugs, tests, Providers, products, procedures, opinions, “off-label” drug uses, or any other information that may be provided through Services.

The Services are not intended to provide instructions in the event of an emergency. If you are experiencing a medical emergency, you should seek appropriate emergency assistance such as calling 911.

Privacy and consent to communications

Your privacy is important to us. Please refer to our Privacy Policy which outlines how we collect, use, and disclose your personal information. For information on how Participating Providers and Participating Health Plans collect, use, and disclose your protected health information, please refer to their respective HIPAA Notices of Privacy Practices.

If you are a current user or potential user of the Services, you authorize us to use and share the information we receive from you or third parties to Participating Providers for the purpose of providing Services, as described in, and subject to, the Privacy Policy. Such authorization shall continue in effect until you have withdrawn your consent by requesting that we no longer provide you Services. Note that we may continue to refer to and/or disclose your information when communicating with Participating Providers and Participating Health Plans as necessary for our normal related business practices (such as notifying of a cancellation or reimbursement) until such matters are closed.

By filling out any forms on the Website or providing information to us, you expressly consent to being contacted by us and/or the Participating Providers, whether by phone, mobile phone, email, mail, or otherwise. You agree that any transactional or relationship notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

User-supplied material

Our Services may allow you to upload, store and share content, including messages, text, photos, and other materials (collectively, “User Content”). Except for the license you grant below, as between you and Navigator, you retain all rights in and to your User Content. You hereby grant Navigator a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you.

If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it. Although Navigator reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. Accordingly, we do not take responsibility for any User Content provided through the Services.

Appropriate use of the services

All materials posted on this Website or otherwise made available through the Services are solely for your personal use, subject to the terms and conditions set forth in these Terms of Use. You will not use the Services other than for their intended purpose or in any way that is unlawful or harms Navigator. Any use of the Services other than as specifically authorized herein is strictly prohibited. Unauthorized use of the materials, images, logos, service marks on this Website or available through the Services may violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

The following are examples of some actions and activities that are prohibited by you in accessing and/or using the Services, and you agree not to do any of the following, directly or indirectly, while using or accessing the Services:

• Use the Website, other Services, or their contents for commercial purposes.
• Conduct or promote any illegal activities while using the Services.
• Interfere with the proper operation of the Website including, but not limited to, by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Website or its servers or network, through the use of bots, Trojan Horses, viruses, DNS attacks, or other technology which is designed or intended to interfere with the proper operation of the Website or the use of the Website by any users.
• Engage in the practices of "screen scraping," "database scraping," "data mining," or any other activity with the purpose of obtaining lists of users or other information, in whole or in part, from the Sites or use web "bots" or similar data gathering or extraction methods for such purposes.
• Email or transmit content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another’s privacy, or otherwise unlawful.
• Impersonate or misrepresent your connection to any other entity or person or otherwise manipulate identifiers to disguise the origin of the content.
• Copy, reproduce, sell, rent, lease, distribute, transfer, modify or make derivative works from the Services or any of its contents or email or transmit content that infringes on the intellectual property or the right of any entity or person.
• Decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive any proprietary software code or information associated with the Services
• Intentionally or unintentionally violate any applicable local, state, national or international law.

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:

• is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• impersonates, or misrepresents your affiliation with, any person or entity;
• contains any private or personal information of a third party without such third party’s consent;
• contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Navigator or others to any harm or liability of any type.

Proprietary rights

We grant you a limited right to use the Services for your personal use. All original content, materials, features and functionality (including, without limitation, text, information, images, photos, graphics, artworks, logos, videos, audios, directories, listings, databases, and search engines) (the “Content”) are owned by Navigator and/or its licensors and may be protected by U.S. and foreign copyright, trademark and other intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right and license to access and use the Services and Content solely for your personal, non-commercial use; provided, however, that such license does not include any right to (a) sell, resell our Services and the Content; (b) copy, reproduce, distribute, publicly perform or publicly display Content, except as expressly permitted by us or our licensors; (c) modify the Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services and the Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services and the Content other than for their intended purposes. Except for this limited license granted to you, we reserve all other rights. This license may be revoked and terminated by us at any time and for any reason. Any unauthorized use, reproduction, or distribution of the Services or Content is strictly prohibited and may result in termination of the license granted herein, as well as civil and/or criminal penalties.

Intellectual property ownership

Navigator owns any and all intellectual property rights relating to our brand and other content including: copyright, trademark, service mark, trade name, trade dress, proprietary logo, insignia, business identifier, and/or other content including text and graphics that has or provides the “look and feel” of Navigator’s brand image contained herein (the “Intellectual Property”). None of the Intellectual Property may be used, reproduced, published, transmitted, distributed, displayed, performed, exhibited, modified, used to create derivative works, sold, re-sold or used in any sale, or exploited in any way, in whole or in part, except as provided for herein and unless you obtain our prior written consent. All other content, including product names, names of services, trademarks, service marks and other intellectual property of third parties, including third-party health care providers or plans, is the property of their respective owners. You may not use or display any Navigator trademarks, trade names, or logos without our prior written permission.

Links to other websites

We provide links to external websites that may contain information that may be useful or interesting to you. When you click a link to an external website, you leave our Website. We do not endorse, and are not responsible for, the content and accuracy of linked websites operated by third parties or for any of your dealings with such third parties. You are solely responsible for your dealings with such third parties and we encourage you to read the terms of use and privacy policies on such third-party websites.

Release

To the fullest extent permitted by applicable law, you release Navigator and our owners, subsidiaries, affiliated companies, employees, shareholders, or directors (collectively, the “Navigator Parties”) from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

If you are a California resident, you hereby waive any rights you may have under California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” You also waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Disclaimer of warranties

THE WEBSITE, THE CONTENT, AND THE SERVICES AND/OR PRODUCTS OFFERED BY NAVIGATOR ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. NAVIGATOR DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD-PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

NAVIGATOR DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS WEBSITE OR OTHER SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE. YOU, AND NOT NAVIGATOR, ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT THAT THERE IS ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THIS WEBSITE, THE SERVICES, OR THE CONTENT. NAVIGATOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION WHATSOEVER REGARDING THE USE, OR THE RESULT OF USE, OF THE CONTENT OR THE SERVICES, INCLUDING THIS WEBSITE, RELATED TO ACCURACY, RELIABILITY OR OTHERWISE.

NEITHER NAVIGATOR NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN OR MAINTENANCE OF THE SERVICES, INCLUDING THIS WEBSITE, SHALL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE, LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THIS WEBSITE, THE SERVICES, OR CONTENT.

Limitation of liability

IN NO EVENT SHALL NAVIGATOR AND/OR ITS SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, ADVERTISERS, SPONSORS, THIRD-PARTY SERVICE PROVIDERS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THIS WEBSITE, THE CONTENT, OR THE SERVICES. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS THE NAVIGATOR PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THIS PROTECTION COVERS ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, LOST PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION OR ANY OTHER KIND OF DAMAGE WHATSOEVER.

YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF NAVIGATOR AND ASSOCIATED PARTIES TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

You agree to indemnify, defend, and hold harmless the Navigator Parties from and against any and all damages, liabilities, fines, penalties, losses, expenses, fees, and costs (including without limitation reasonable attorneys’ fees and costs) related to all claims, causes of action, charges, and investigations, arising out of or relating to: (a) your access to or misuse of the Services, or the Content; (b) any User Content you submit or transmit; (c) your violation of any of these Terms; (d) your conduct in connection with our Services and/or (e) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Changes to the sites and/or services

We reserve the right to change, modify, suspend, or cease providing the Website and/or Services (and therefore, your access to and use of) at any time without notice.

Governing law and forum selection

Your use of this Website and any dispute arising out of or in connection with this Website shall be governed by the laws of the State Delaware without giving effect to any conflict of laws provisions. By accessing this Website, you agree that any action or proceeding arising out of or in connection with this Website shall be brought solely in a court of competent jurisdiction sitting in the State of Delaware, and you agree to submit to the personal and exclusive jurisdiction of the courts located in Delaware. You hereby waive any defense of an inconvenient forum to the maintenance of any action or proceeding in other courts and any objection to venue with respect to such proceeding.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of this website, you agree to inform us in writing and to give us 30 days to cure the harm before initiating any action. You must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action.

Copyright infringement — DMCA notice

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on this Website or the Services infringes a copyright owned by you, you (or your agent) may send Navigator a notice requesting that the material be removed, or access to it be blocked. This request should be sent to Navigator’s designated agent as follows:

Designated Agent: Copyright Agent

Address: 623 Fifth Ave., New York, NY 10022

Email: CopyrightAgent@navigator.health

Please note that we will not process your complaint if it is incomplete. Any misrepresentations in your notice whether content or activity is infringing may expose you to liability for damages.

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification, which includes:

1. The signature of the copyright owner or owner’s agent, in physical or electronic form.
2. Identification of: (i) the copyrighted work(s) infringed; (ii) the infringing activity; and (iii) the location of the infringing activity (typically by providing the URL).
3. Contact information of the notice sender, including name, address, telephone number and email address.
4. A statement that the notifier has a good faith belief that the material is not authorized by the intellectual property or copyright owner, its agent, or the law.
5. A statement that the information provided is accurate and the notifier is authorized to make the complaint on behalf of the intellectual property or copyright owner.

General terms

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. You may not transfer or assign any rights or obligations under these Terms. Navigator may transfer or assign its rights and obligations under these Terms.