Terms and Conditions
Effective Date: September 5, 2019
These Terms and Conditions (“Agreement”) describe the terms and conditions on which Naima Health LLC (“Naima” or “We”) will offer you access to the MHP MyHealthyPregnancy application (to the extent that you are a patient of UPMC) (the “App” or the “Services”) ”UPMC” means UPMC, a Pennsylvania non-profit corporation, and its affiliates.
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF NAIMA, NAIMA’S LICENSORS AND UPMC. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE ACCESSING AND USING THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE SERVICES.
BY DOWNLOADING, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT THE PROVISIONS, DISCLOSURES AND DISCLAIMERS SET FORTH HEREIN ARE FAIR AND REASONABLE.
CHANGES TO TERMS
The Effective Date of this Agreement is set forth at the top of this page. As we add new features, we may revise or supplement this Agreement. We will provide you with advance notice of material revisions to this Agreement. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other users of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of this Agreement, as amended. As of the Effective Date, the amended Agreement supersedes all previous versions of our agreements, notices or statements about this Agreement.
Certain features of the Services may be subject to additional terms (“Additional Terms”) presented in conjunction with the features. Regardless of how they are presented to you, you must agree to Additional Terms before using the features of the Services to which they apply.
Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into this Agreement. If you do not agree to Additional Terms, then you may not use the Services to which they relate. This Agreement and Additional Terms apply equally but, if any Additional Term is inconsistent with any provision of this Agreement, the Additional Term will prevail for the Services to which the Additional Terms apply.
The Services are currently offered solely to patients of UPMC. The Services permit UPMC patients who are pregnant to report patient experience information and other health data related to themselves and their pregnancies throughout the peripartum period, including demographics, self-reported medical history, psychosocial data, perceived fetal movement and contractions (collectively, the “Data”) and transmit the Data to UPMC. The Data may be further integrated into the UPMC electronic medical record. The Services may alert UPMC patients and their UPMC healthcare providers upon the occurrence of certain triggering events related to physical and mental conditions that further assessment by the UPMC healthcare providers, may be required. UPMC and its healthcare providers are not responsible for any alerts, notifications, or communications that may be sent to you, or not sent to you, upon the occurrence of any such triggering events related to physical and mental conditions. If you expect to be communicated with or contacted by UPMC and have not been within what you believe to be a reasonable period of time, you should contact UPMC directly.
Naima has invited you to participate in the beta-testing of the Services (the “Project”). By agreeing to participate in this Project, you understand and are agreeing to the terms and conditions below.
USING THE SERVICES
By agreeing to participate in the Project, including access and utilization of the Services, you understand and agree to the following:
· You must be 18 years or older to be eligible to participate in the Project, which includes accessing and utilizing the Services.
· You are required to create an account (“Account”) to use certain features of the Services. You agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete, misleading or inaccurate information, you understand that we have the right to terminate your Account and use of the Services. You agree to protect the security of your Account. You are responsible for all use of your Account, including your login credentials (i.e., username and password) and activation codes. Naima treats access to the Services through your account credentials as authorized by you. Unauthorized access to password-protected or secure areas is prohibited and may lead to criminal prosecution. Naima may suspend your use of all or part of the Services without notice if we suspect or detect any breach of security. Please immediately notify Naima using the contact information provided below if you believe that information you provided to us is no longer secure or if you need to deactivate your account or password.
· If you share your Account username and password with another person, that person may be able to view personally identifiable health information about you.
· The Services are not a tool to be used as a substitute for a healthcare provider’s professional medical advice, analysis, treatment, or judgement or used in the case of an emergency. If you believe that you are having an emergency medical issues you should immediately call 911 or otherwise avail yourself of emergency medical treatment.
· You are responsible for the software, hardware and Internet service needed to access and use the Services. If you access and use the Services on your smartphone, tablet or other mobile device (“Mobile Device”), you are solely responsible for any and all data and other fees related to use of the Services through your Mobile Device.
· Certain Services may offer text messaging (SMS or MMS) services. Message and data rates may apply. Once you opt-in to receive text messages from us, the frequency of text messages that we send to you depends on your transactions with us. All charges are billed by and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. Text message services are provided on an “as is” basis and may not be available in all areas at all times. by agreeing to receive text messages, you understand and agree that Naima may use an automatic dialing system to deliver text messages to you and that your consent to receive text messages is not required as a condition of purchase for any goods or services.
· You understand and agree that all of your activities within the Services will be tracked and that entries may become a permanent part of your UPMC medical record.
· Participation in the Project is voluntary and you are not required to use the Services.
· The Services are only in its initial beta phase of development, and require further development and improvement. Therefore, Naima does not provide any warranty regarding the Services operation in accordance with its intended use or any other use.
PROHIBITED USE OF THE SERVICES
You shall access and use the Services only as permitted by Naima and not for any unintended purpose. You agree that you will not (and you agree not to encourage or allow any third party to):
· Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature in the Services or otherwise attempt to gain unauthorized access to the Services, other users’ Accounts or Naima’s computer systems or networks.
· Copy, modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of any part of the Services;
· Decompile, reverse engineer, disassemble or decode the Services or otherwise attempt to derive or gain access to the source code of any part of the Services (unless applicable laws specifically prohibit such restriction);
· Remove, alter or obscure any copyright, trademark or other intellectual property or proprietary notices contained in the Services;
· Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services;
· Use the Services to advertise, buy or sell any products or services;
· Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any features or functionality of the Services including though time-sharing, use of service bureau or by otherwise making the Services available on a network on which it is accessible by more than one device at any time;
· Reformat or frame any portion of the web pages that are part of the Services without Naima’s written consent;
· Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
· Create an Account under fraudulent pretenses.
You can stop all collection of information by the App by uninstalling it. You may use the standard uninstall processes available as part of your mobile device or via the App Platform (as defined below).
The App and certain of its functions may be accessed by certain mobile devices including certain smart phones and tablets. At this time, Naima cannot guarantee that every mobile device will allow registered users of the App to access any or all functions of the App. All users of the App are reminded that they should always take precautions in protecting any personal or confidential information and should always ensure that their mobile devices are used in a safe and responsible manner.
If you access and use the App, then Naima grants you a limited, non-exclusive and nontransferable license to download, install and use the App for your personal, non-commercial use on your personal mobile device or tablet.
Based on your device settings, when your device is connected to the internet, either the App will automatically download and install all available updates or you may receive notice of or be prompted to download and install available updates. Please promptly download and install all updates to ensure that the App operates properly.
If you download the App from a third-party app store (the “App Platform”), you acknowledge and agree that:
· This Agreement is not an agreement with the App Platform. As between Naima and the App Platform, Naima is solely responsible for the applications.
· The App Platform has no obligation to provide any maintenance and support services with respect to the Services.
· In the event of any failure of the applications to conform to any applicable warranty, (i) you may notify the App Platform and the App Platform may refund the purchase price for the applications to you, if applicable, (ii) to the maximum extent permitted by applicable law, the App Platform will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is, as between Naima and the App Platform, Naima’s responsibility.
· The App Platform is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications.
· If a third-party claims that an application infringes upon another party’s intellectual property rights, as between the App Platform and Naima, Naima is responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
· The App Platform and its subsidiaries are third-party beneficiaries of these Terms as they relate to your license to the applications. Upon your acceptance of the Conditions of these Terms, the App Platform will have the right, and will be deemed to have accepted the right, to enforce these Terms as they relate to your license of the applications against you as a third-party beneficiary thereof.
· You must comply with all applicable third-party terms of service when using the applications.
The Services are protected using commercially reasonable security measures. While such security reasonably protects your information and use of the Services, if you have concerns regarding the security of your information or the use of the Internet to communicate your personal or health information, you should consider not participating in the Project and using the Services.
You understand that Naima takes no responsibility for and disclaims any and all liability or damages arising from you sharing or losing your Services Account or password.
If Naima has reason to believe that there is likely to be a breach of security or misuse of your App user account, your participation in the Project and use of the App may be suspended or discontinued by Naima without prior notice.
Subject to any rights that UPMC may have under a separate agreement with Naima or otherwise, Naima and its licensors retain full and complete title to all information and materials provided on or through or submitted to the Services, including any artwork, graphics, text, video and audio clips, trademarks, logos and other content (collectively, “Naima Content”). The name "MHP MyHealthyPregnancy" and the MHP MyHealthyPregnancy Logo, and other trademarks used in the Services are trademarks of Naima and may not be used in connection with the products or services of others in any manner that is likely to cause confusion. All other trademarks not owned by Naima that appear in the Services are the property of their respective owners.
Except for content that is in the public domain or unless Naima provides you with written authorization to do so, you may not:
· Incorporate any Naima Content into any other work (such as your own website) or use Naima Content in any public or commercial manner;
· Copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell Naima Content in any form or by any means;
· Change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the Naima Content; or
· ‘Deep link’ to any of the Services (i.e., link to any page other than the home page of one of the Services).
naima does not GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE SERVICEs OR ENDORSEs THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY THIRD PARTY.
DISCLAIMERS RELATED TO UPMC
the services are provided by naima. upmc does not provide the services, DOES NOT ENDORSE THEM, AND DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES RELATED thereto (INCLUDING THE ACCURACY OR QUALITY OF THE SERVICES). THIS AGREEMENT INCLUDES LIMITATIONS ON LIABILITY RELATED TO UPMC, AS set forth under “general disclaimers” below.
disclaimers RELATED TO NAIMA’S LICENSORS
THE INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND/OR MATERIALS FURNISHED OR MADE AVAILABLE HEREUNDER BY NAIMA ARE FURNISHED OR MADE AVAILABLE, IN WHOLE OR IN PART, BY NAIMA UNDER A LICENSE FROM CARNEGIE MELLON UNIVERSITY (“CARNEGIE MELLON”). NEITHER CARNEGIE MELLON, NOR THE UNIVERSITY OF PITTSBURGH NOR UPMC MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM USE OF ANY INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND MATERIALS FURNISHED OR PROVIDED. FURTHER, NEITHER CARNEGIE MELLON, NOR THE UNIVERSITY OF PITTSBURGH NOR UPMC MAKES ANY WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DO NOT ASSUME ANY LIABILITY HEREUNDER OR OTHERWISE FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE INTELLECTUAL PROPERTY, TECHNOLOGY INFORMATION, PRODUCTS AND MATERIALS.
NEITHER CARNEGIE MELLON, NOR THE UNIVERSITY OF PITTSBURGH NOR UPMC SHALL BE LIABLE TO THE USER OF THE SERVICES OR ANY THIRD PARTY FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICES, INCLUDING ANY OF THE INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND MATERIALS FURNISHED OR MADE AVAILABLE HEREUNDER, FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY, TECHNOLOGY, INFORMATION, PRODUCTS AND MATERIALS OR ANY APPLICATIONS OR DERIVATIONS THEREOF, EVEN IF CARNEGIE MELLON,THE UNIVERSITY OF PITTSBURGH OR UPMC, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The user of the Services shall defend, indemnify and hold harmless Carnegie Mellon, the University of Pittsburgh and UPMC, and each of their trustees, officers, employees, attorneys and agents from and against all claims or demands made against any one or more them (and any related losses, expenses and costs, including attorneys’ fees and expenses) arising out of or relating to the Services user’s use or disposition of or act or omission regarding, the intellectual property, technology, information, products or materials furnished or provided hereunder and any goods or services which are based on or utilize any of the foregoing in whole or in part including but not limited to, any claims of product liability, personal injury (including, but not limited to, death), damage to property or violation of any laws or regulations including, but not limited to, claims of active or passive negligence.
THIRD PARTY BENEFICIARIES
UPMC, Carnegie Mellon and the University of Pittsburgh are express third party beneficiaries of these Terms and Conditions.
MEDICAL ADVICE DISCLAIMER
naima provideS the Services, INCLUDING THE RELATED information AND content (collectively, “Information”) for informational purposes only. NAIMA does not PROVIDE any medical advice PURSUANT TO the Services, and the Information should not be so construed or used. Using AND accessing THE Services and providing personal or medical information through the app are NOT INTENDED TO AND DO NOT replace the services, ADVICE, ANALYSIS, TREATMENT, OR JUDGEMENT of a licensed, trained HEALTHCARE PROVIDER nor are they INTENDED TO be a substitute for medical advice of a TRAINED HEALTHCARE PROVIDER. You should not rely on anything contained ON THE Services, and you should ALWAYS consult YOUR HEALTHCARE PROVIDER in all matters relating to your health. You hereby agree that you shall not make any health or medical related decision based in whole or in part on ACCESS OR USE OF THE Services OR any INFORMATION PROVIDED FROM THE Services.
WHILE NAIMA WILL ATTEMPT TO OFFER THE Services WITHOUT INTERRUPTION, ACCESS IS PROVIDED ON AN "AS-IS, AS-AVAILABLE" BASIS. NAIMA DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE Services AT ANY PARTICULAR TIME. ADDITIONALLY, NAIMA CANNOT GUARANTEE THAT THE Services WILL BE ERROR-FREE. IF YOU HAVE REASON TO BELIEVE THAT YOUR INFORMATION IN THE Services ARE NOT ACCURATE OR THAT THERE IS AN ERROR WITH THE Services, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. NAIMA RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE Services AT ANY TIME WITHOUT CAUSE OR NOTICE
YOU UNDERSTAND THAT NAIMA TAKES NO RESPONSIBILITY FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES OR DEFECTS IN THE Services, COMMUNICATION LINES, THE INTERNET OR YOUR INTERNET SERVICE PROVIDER (ISP), COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE Services.
YOU FURTHER UNDERSTAND THAT NAIMA makes NO representations or warranties with respect to any Information offered or provided within or through the Services regarding treatment of medical conditions. Under no circumstances will NAIMA or its licensors OR UPMC be liable to you or to any other person, as a result of your use of the Services, for any direct, indirect, special, incidental, exemplary, consequential or other damages under any legal theory, including, without limitation, tort, contract, strict liability or otherwise, even if advised of the possibility of such damages.
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, neither upmc nor any of NAIMA’s licensors shall have any liability whatsoever arising from the Services, or their failure to operate.
Please be aware that the Services and all associated SERVICES and systems are housed on servers in the United States. If you are located outside of the United States, the data is processed and stored in the United States, which may not offer the same level of privacy protection as the country where you reside or are a citizen. By using the Site and providing information to us, you consent to the transfer to and processing of the information in the United States.
LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NAIMA AND ITS REPRESENTATIVES, AGENTS, AND ANY OF ITS OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES, PARENT ENTITIES, SUBSIDIARIES, AFFILIATED ENTITIES, REPRESENTATIVES, AGENTS AND LICENSORS (“COVERED PARTIES”) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING ANY LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICES INTERRUPTIONS AND PROCUREMENT OF SUBSTANTIVE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES. YOU FURTHER WAIVE AND AGREE NOT TO ASSERT AGAINST NAIMA ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, EVEN IF YOU KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EACH CASE, ARISING OUT OF OR RELATING TO (i) THE USE OR INABILITY TO USE THE SERVICES OR (II) THE CONDUCT OF YOU OR ANY OTHER REGISTERED USER IN CONNECTION WITH THE USE OF THE SERVICES.
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL NAIMA’s TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATION TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, THE SERVICES, OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED, IN THE AGGREGATE, ONE HUNDRED UNITED STATES DOLLARS ($100.00).
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UPMC AND ITS REPRESENTATIVES, AGENTS, AND ANY OF ITS OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES, PARENT ENTITIES, SUBSIDIARIES, AFFILIATED ENTITIES, REPRESENTATIVES, AGENTS AND LICENSORS (“UPMC COVERED PARTIES”) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING ANY LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICES INTERRUPTIONS AND PROCUREMENT OF SUBSTANTIVE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES. YOU FURTHER WAIVE AND AGREE NOT TO ASSERT AGAINST UPMC ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, EVEN IF YOU KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EACH CASE, ARISING OUT OF OR RELATING TO (i) THE USE OR INABILITY TO USE THE SERVICES OR (II) THE CONDUCT OF YOU OR ANY OTHER REGISTERED USER IN CONNECTION WITH THE USE OF THE SERVICES.
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL UPMC’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATION TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, THE SERVICES, OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED, IN THE AGGREGATE, ONE HUNDRED UNITED STATES DOLLARS ($100.00).
The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law in the jurisdiction of your place of residence. You acknowledge and agree that the above limitations of liability together with the other provisions in this Agreement that limit liability are essential terms and that Naima would not be willing to grant you the rights set forth in this Agreement but for your agreement to the above limitations of liability.
If you have a complaint about the Services, please contact Naima’s technical support line at email@example.com.
To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, this Agreement is governed by and construed and enforced in accordance with the internal laws of the State of Pennsylvania, without giving effect to the principles of conflicts of laws of such state, and is binding upon the parties hereto in the United States and worldwide.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THE CAUSE OF ACTION IS PERMANENTLY BARRED.
If you are a resident of the US: Any dispute between you and Naima or Naima’s agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates arising from or relating to this Agreement and its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement is subject to the exclusive jurisdiction of the State or Federal courts located in Allegheny County, Pennsylvania, other than for actions to enforce any order or judgment entered by such courts.
If you are not a resident of the US: If local law requires, you may bring an action against Naima in the local courts of your place of domicile and nothing in this Agreement is intended to limit your rights to do so. All disputes arising under the Agreement between you and Naima are subject to the non-exclusive jurisdiction of the courts located in your place of domicile and you and Naima hereby submit to the personal jurisdiction and venue of these courts.
NOTICE TO CALIFORNIA RESIDENTS
BY USING THE SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "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."
If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:
The provider of the Services is:
Naima Health LLC
224 N Euclid Ave, STE 207
Pittsburgh, PA 15206
If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending a letter to the attention of “Legal Department” at the above address.
You may terminate your Account at any time for any reason effective upon written notice to Naima. Naima reserves the right immediately to suspend or terminate your account and access to the Services without notice if Naima believes you violated this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable in whole or in part in any jurisdiction, then that provision shall be deemed ineffective in such jurisdiction but shall have no effect on the enforceability of the remaining provisions
LINKS TO OTHER WEBSITES AND SERVICES
The Services contain links to other websites and services that we think may interest you, including social networking (collectively, “Linked Services”). Linked Services are not under the control of Naima, and Naima is not responsible for any information or materials on, or any form of transmission received from, any Linked Service. The inclusion of a link does not imply endorsement by Naima of the Linked Services or any association with the operators of the Linked Services. Naima does not investigate, verify or monitor the Linked Services. Naima provides links to Linked Services for your convenience only. You access Linked Services at your own risk.
THIRD PARTY BENEFICIARY
You acknowledge and agree that UPMC is a third-party beneficiary of these terms and conditions and therefore is entitled to enforce these terms and conditions.
If you are not a United States resident and you are accessing our Services from outside the United States, you agree to transfer certain information outside your home country to us and that you will follow all the laws that apply to you.
Naima’s servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including Submissions and personal data) to and in the United States and/or other countries; (ii) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or use the Services; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Naima or its affiliates to any registration requirement within such jurisdiction or country.
· This Agreement (i) inures to the benefit of and will be binding upon Naima’s and you and your successors and assigns, respectively and (ii) may be assigned by Naima but you may not assign them without the prior express written consent of Naima.
· If any provision of this Agreement is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.
· If Naima fails or you fail to perform any term of this Agreement and you do not enforce the term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
· If Naima is or you are prevented from performing or unable to perform any obligation under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such occurrence.
· The headings and captions contained herein are for convenience only.
· This Agreement and all related documentation will be drafted in English. While certain text in this Agreement may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.
QUESTIONS ABOUT THE SERVICES
If you have a question about the Services, please contact Naima’s technical support line at firstname.lastname@example.org.