These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and digital properties (e.g., websites) owned and controlled by Genova Health, Inc. (“Company,” or “we,” “our,” or “us”), including the www.genova-health.com website and any subdomains (collectively, referred to as the “Digital Services”). Your compliance with these Terms of Use is a condition to your use of the Digital Services. If you do not agree to be bound by the Terms of Use, promptly exit the Digital Services. Please also consult our Privacy Policy for a description of our privacy practices and policies.
Binding Arbitration. These Terms of Use provide that all disputes between you and Company that in any way relate to these Terms of Use or your use of the Digital Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Company.
Company offers multiple types of Digital Services, including access to a secure online platform (the “Platform”) where individuals and providers can access certain health records, communicate with one another, and more. Use of the Platform will be subject to the Platform’s terms of use.
All pages, features, and content within these Digital Services and any material made available for download are the property of Company, or its licensors or suppliers, as applicable. The Digital Services are protected by United States and international copyright and trademark laws. The contents of the Digital Services, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through these Digital Services ("Content") may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by Company. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including images, text, page layout, or form) of Company without our express written consent.
You are prohibited from violating or attempting to violate the security of the Digital Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Digital Services or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law. You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Digital Services, deep-link to any feature or content on the Digital Services, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Digital Services.
HIPAA Security Requirements: All users must comply with applicable HIPAA security requirements, including:
• Maintaining the confidentiality of login credentials
• Using strong, unique passwords
• Enabling multi-factor authentication where available
• Logging out of sessions when not in use
• Not sharing accounts or access credentials
• Reporting any suspected security incidents immediately In the event access to the Digital Services or a portion thereof is limited requiring a user ID and password ("Protected Areas"), you agree to access Protected Areas using only your user ID and password as provided to you by Company. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Digital Services may be revoked by Company at any time with or without cause.
Although Company attempts to ensure the integrity and accuracy of the Digital Services, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Digital Services and Content thereon. It is possible that the Digital Services could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Digital Services by third parties. In the event that an inaccuracy arises, please inform Company so that it can be corrected. Company reserves the right to unilaterally correct any inaccuracies on the Digital Services without notice.
Company's Digital Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Digital Services. If you believe you have an emergency, call 9-1-1 or your emergency line immediately.
When you use the Digital Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, consents, notices, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
In some cases, we may use generative artificial intelligence services in connection with your use of the Digital Services. We ensure that appropriate agreements are in place with such services before making any of your data available to them.
COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE DIGITAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE DIGITAL SERVICES WILL BE CORRECTED. THESE DIGITAL SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE DIGITAL SERVICES, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. System Availability: While we strive to maintain continuous availability of the Digital Services, we do not guarantee uninterrupted access. Healthcare providers should maintain backup procedures for documenting patient care in the event of system downtime.
COMPANY AND ANY THIRD PARTIES MENTIONED ON THESE DIGITAL SERVICES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE DIGITAL SERVICES, DIGITAL SERVICES-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE DIGITAL SERVICES, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Healthcare Provider Liability: Company is not liable for any clinical decisions, patientoutcomes, or professional liability claims arising from healthcare providers' use of theDigital Services. Healthcare providers are solely responsible for their professionalconduct and patient care decisions.
We will try to work in good faith to resolve any issue you have with the Digital Services, including products and services ordered or purchased through the Digital Services, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction. You and Company agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Digital Services shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. If you desire to assert a claim against Company, and you therefore elect to seek arbitration, you must first send to Company, by e-mail, a written notice of your claim (“Notice“). The Notice to Company should be addressed to 447 Broadway, 2nd Floor Suite #3287, New York, New York 10013, United States (“Notice Address“) and should state in the “subject line” of the e-mail “LEGAL NOTICE” in all capital letters. If Company desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Company, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). If Company and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Company may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Company receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules“) of the American Arbitration Association (“AAA“), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Company and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Company’s last written settlement offer made before an arbitrator was selected (or if Company did not make a settlement offer before an arbitrator was selected), then Company will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for New York County, New York.
You agree to defend, indemnify, and hold Company and any affiliates harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney's fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Digital Services, products, services, or any information posted on the Digital Services; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Company; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Digital Service.
We will not be deemed to be in breach of these terms or liable for any breach of these terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any
public networks, electrical shortages, earthquakes or floods, civil disorder, pandemics, strikes, fire, or other disaster.
Company reserves the right, in its sole discretion, to terminate your access to all or part of these Digital Services, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Company and you pertaining to the subject matter hereof. In its sole discretion, Company may from time-to-time revise these Terms of Use by updating this posting.
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