Nuevozen Solution Agreement

Please Read Carefully Prior To Using the Solution. This Agreement includes an arbitration clause and a waiver of Provider’s right to participate in a class action or representative lawsuit.

  1. Acceptance of Terms and Conditions

The use of this platform, its software, features, tools, functionality, output, reports, and related documentation (in any medium, and including all modifications and enhancements, the “Solution”), which is provided by Nuevozen Corp and its affiliates (“Nuevozen”), is governed by these terms and conditions as well as the terms and conditions of the Privacy Policy posted on Nuevozen’s website (together, the “Agreement”). This Agreement is legally binding on everyone who accesses the Solution and constitutes a legally binding agreement between the health provider accessing the Solution (“Provider”) and Nuevozen. By accessing the Solution, Provider is expressly and irrevocably agreeing to this Agreement, and to abide by its terms and conditions. This Agreement reflects Nuevozen’s current policies and terms and conditions, but, as noted below, this Agreement may be modified from time to time at Nuevozen’s discretion. If Provider does not agree with any part of this Agreement, Provider may not, under any circumstances, use the Solution. If Provider objects to any provision of this Agreement or any subsequent modifications to this Agreement or becomes dissatisfied with the Solution in any way, Provider’s only recourse is to terminate use of the Solution.

  1. Use of the Solution
    1. License Grant. Subject to the terms and conditions of this Agreement, Nuevozen grants to Provider a non-exclusive, non-transferable and non-sublicensable license to use the Solution through access by Provider’s Users during the term of this Agreement.
    2. User Accounts. Provider’s access to the Solution is based upon the subscription model chosen by Provider (the “Subscription”). Provider’s Subscription specifies the number of physician users, technologist users, and administrative users (each a “User”) who may access and use the Solution on Provider’s behalf. A User may not have more than one User account and may not share his or her account or password with any other person or entity. The security, confidentiality and integrity of each User account and password is solely Provider’s responsibility and Provider is responsible for all use and charges incurred from use of the Solution with its User accounts and passwords. Any use of the Solution by a User will be considered a use of the Solution by Provider for purposes of this Agreement. Provider must take all reasonable steps to ensure that no unauthorized person has access to User accounts or passwords. 
    3. Provider Cooperation and Notification. Provider will: (i) promptly notify Nuevozen if any User ceases to be an employee of Provider or will cease using the Solution for any other reason; (ii)  notify Nuevozen promptly upon learning of any actual or suspected breach of this Agreement by Provider or unauthorized use or abuse of the Solution or any User account or password and cooperate with all reasonable requests of Nuevozen regarding the breach or unauthorized use.
    4. Compliance. Provider will comply, and is responsible for ensuring that its Users comply, with all applicable laws in connection with use of the Solution.
    5. Limitation on Statements. Provider must not make any representations, warranties or guarantees, whether express or implied, to any person with respect to the specifications, features, or results of the Solution other than those stated, provided, or agreed to in writing by Nuevozen. Provider has no right to make any statements about the Solution beyond those provided by Nuevozen, including, without limitation, making any promise of disease detection, prevention, arrest, or reversal based upon use of the Solution or any Content.
    6. Supplementary Terms. In connection with Provider’s use of and/or access to Content contained in certain areas of the Solution, it may be necessary for Provider to consent to policies or terms and conditions in addition to this Agreement (“Supplementary Terms”), which Provider should read carefully before making any use of the applicable Content or functionality of the Solution. 
    7. Third Party Material. The Solution may contain Content, links, and other information provided by third parties over whom Nuevozen has no control or responsibility (“Third Party Material”). Third Party Materials are not under the control of Nuevozen, and Nuevozen is not responsible for the accuracy, copyright compliance, legality, or any other aspect of Third Party Material. 
    8. Limitations of the Solution.
      1. The purpose of the Solution is to give physicians and their patients access to modeling information and data which they may or may not choose to use in planning medical care. It is not a substitute for primary care and no physician-patient relationship is created by use of the Solution. The decisions regarding diagnosis and treatment recommendations rest solely with the treating physician and patient.
      2. The information provided through the Solution is limited and provisional and the Solution is not intended to replace a full medical evaluation by a physician.
      3. Nuevozen does not engage in the practice of medicine, is not a provider of medical or health services, and does not provide medical or health advice or treatment through the Solution.
    9. Limitations on Use. The Solution may not be used in any way that is unlawful, illegal, fraudulent, harmful, misleading, infringing, objectionable, or otherwise prohibited by the terms and conditions of this Agreement or in a way that could cause damage, loss of goodwill, or adverse publicity to Nuevozen. By way of example, and not as a complete list, Provider its Users will not, directly or indirectly, do any of the following or assist or permit any third party to do any of the following: (i) copy, modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Solution or any part of it (but Provider may make copies of the documentation and reports as necessary for its internal business purposes); (ii) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make the Solution (or any part of it) available to any third party, except as expressly authorized by this Agreement; (iii) reverse engineer, decompile, disassemble, translate or otherwise attempt to discover the source code for the Solution or any part of it; (iv) alter or tamper with the Solution in any way; (v) attempt to defeat any security measures that Nuevozen may take to protect the confidentiality and proprietary nature of the Solution; (vi) Gain unauthorized access to the Solution, to other users’ accounts, names, personal data, protected health information, or other information, or to other computers or websites connected or linked to the Solution; (vii) Launch or use any automated system, including without limitation, “bots”, “spiders”, or “offline readers”, to access the Solution in a manner that sends more request messages to Nuevozen’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; (viii) Post, transmit or otherwise introduce into the Solution any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment; (ix) remove, obscure, conceal, or alter any marking or notice of proprietary rights that may appear on or in the Solution; (x) use the Solution in any way other than in compliance with this Agreement and all applicable laws and regulations; or (xi) use the Solution for purposes of competitive analysis of the Solution, the development of a competing software solution, product, or service or any other purpose that is to Nuevozen’s commercial disadvantage.
  2. Payment

Nuevozen does not accept payment in the form of cash, check, money order or insurance reimbursement. Accepted means of payment (which include credit cards, debit cards, and other electronic methods, each a “Payment Method”) are specified on Nuevozen’s website. When Provider pays by a Payment Method, it authorizes Nuevozen to bill and charge the Payment Method selected by Provider for all fees and any other amounts that become due and payable in connection with Provider’s use of the Solution. If Provider’s Payment Method expires or Nuevozen is otherwise unable to process payment through the Payment Method, Nuevozen may suspend Provider’s access to the Solution until all outstanding amounts are paid.

  1. Nuevozen Rights
    1. Use, Suspension, and Termination. Nuevozen reserves the absolute right, in its sole discretion, not to allow use of the Solution by any person or entity. Nuevozen may in its discretion terminate the browsing of, Subscription to, or use of the Solution by Provider or any User at any time without liability or prior notice for any reason, including for any breach of this Agreement by Provider or any User.
    2. Changes to the Solution. Nuevozen may, in its discretion and at any time, modify, update, change, enhance, suspend, restrict access to, withdraw, or terminate the Solution, the Content, or any part of it without liability.
    3. Intellectual Property Rights. All content displayed, available, produced by, or present on the Solution, including without limitation, any text, software, graphics, photos, sounds, documentation, reports, music, videos, audiovisual combinations, interactive features, links, any trademarks, service marks and logos and other materials (collectively (“Content”), including any intellectual property rights in the Content are the property of Nuevozen, its licensors, or designated owners and are protected by applicable United States and foreign intellectual property laws and international conventions. Provider should assume that everything Provider sees or reads on the Solution is protected by intellectual property rights, unless otherwise noted, and (except as expressly provided in this Agreement) may not be used without the written permission of Nuevozen or the respective owner. 
    4. Feedback. At their option, Provider and Users may provide feedback and suggestions about the Solution to Nuevozen (“Feedback”). If Provider or any User provides Feedback, then Nuevozen may use that Feedback without restriction and without obligation to Provider or any User. 
    5. Usage Data. Nuevozen may, during and after the term of this Agreement, collect data about Provider’s use of the Solution (the “Usage Data”) such as dates and times of use by each User, activities conducted using the Solution, the type of web browser used to access the Solution, and other technical information. Usage Data is owned by Nuevozen and may be used by Nuevozen for any purpose.
    6. Use of Provider’s Name. Nuevozen may use Provider’s name in Nuevozen’s advertising, promotion, and similar public disclosures with respect to the Solution to disclose that Provider is a subscriber to the Solution; provided, however, that such advertising, promotion, or similar public disclosures do not indicate that Provider in any way endorses Nuevozen’s products, without the prior written consent of Provider. Except for the foregoing, neither party may issue any press release or other public statement regarding the subject matter of this Agreement without the prior written approval of the other party.
  2. Confidentiality and HIPAA.
    1. Confidential Information” means the Solution (and all parts of it), and confidential and proprietary information and materials relating to Nuevozen’s business, technology, and products, and includes any knowledge or information that Nuevozen discloses to Provider or that is observed by Provider and in any way relates to this Agreement.
    2. Provider will: (i) treat all Confidential Information confidentially and will not disclose Confidential Information to any other person, firm, corporation or other entity except as permitted in writing by Nuevozen or as expressly permitted by this Agreement; (ii) protect all Confidential Information with the same degree of care as it applies to protect its own proprietary and confidential information and in no event less than a commercially reasonable degree of care; (iii) advise Users, agents, advisors, representatives and all other parties who receive Confidential Information of the existence and terms of this Agreement and of the confidentiality obligations it imposes; (iv) use and copy Confidential Information only as permitted by this Agreement; and (v) notify Nuevozen immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any breach of this Section 5, and will cooperate with Nuevozen in every reasonable way to assist Nuevozen in regaining possession and/or prevent further unauthorized disclosure and/or use of Confidential Information. 
    3. If Provider is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, Provider will provide Nuevozen with prompt notice of those requests so that Nuevozen may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If no protective order or other remedy is obtained by Nuevozen, Provider may furnish only that portion of the Confidential Information that Provider determines, after consultation with its counsel, is legally required and will exercise all reasonable efforts to obtain reliable assurance that the Confidential Information will be treated confidentially. 
    4. Nuevozen and Provider will access, disclose and use all data under this Agreement in a manner compliant with applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-005) and the rules, guidance and regulations promulgated thereunder, including 45 Code of Federal Regulations, Parts 160 and 164, in each case as amended from time to time (collectively, “HIPAA”). To the extent any access to, disclosure or use of data under this Agreement results in Nuevozen being a business associate as defined in HIPAA, then the terms of the business associate agreement attached to this Agreement will apply to ensure that Nuevozen’s access to and use of protected health information (as defined in HIPAA) complies fully with the requirements of HIPAA.
  3. Disclaimers; Liability; Indemnity.
    1. Warranty Disclaimers. The Solution, its Content (including any Third Party Materials), and its links are provided on an “as is” and “as available” basis and are used only at the sole risk of Provider, to the fullest extent permissible by law. Nuevozen disclaims all warranties, express or implied, of any kind, regarding the Solution (including its Content), including any express or implied warranties as to fitness for a particular purpose, merchantability, title, timeliness, non-infringement, results, accuracy, completeness, accessibility, compatibility, security, and freedom from computer virus. Nuevozen does not warrant, guarantee, or make any representations regarding the use or the results of the use of the Solution in the disease detection, prevention, arrest, or reversal. If applicable law does not allow the exclusion of some or all of the above implied warranties to apply to Provider of any User, the above exclusions will apply to the fullest extent permitted by applicable law. 
    2. Limitations of Liability. In no event will Nuevozen be liable to Provider, any User, or any third party for any direct, indirect, incidental, special, consequential, punitive, enhanced, or exemplary damages, including but not limited to, damages for loss of profits, loss of business, loss of goodwill, loss of business information or data, business interruption, loss of anticipated benefit, computer or device failure or malfunction, or other intangible losses (whether based in contract, tort (including negligence), strict liability, or otherwise) arising out of the use of, or inability to use, the Solution, even if Nuevozen has been advised of the possibility of those damages. Some jurisdictions do not allow the exclusion or limitation of certain types of damages so, solely to the extent applicable to Provider, the above limitation or exclusion may not apply. In no event, however, will Nuevozen’s total aggregate liability for any claim arising out of or related to this Agreement exceed the greater of: (i) the total amount paid by Provider to Nuevozen for use of the Solution during the six (6) months preceding the incident that gave rise to the claim; or (ii) USD500. 
    3. Force Majeure. Nuevozen shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay or both is caused, directly or indirectly, by any circumstance beyond its reasonable control, including but not limited to, by fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, pandemics, quarantines, embargoes and other similar governmental action, service disruptions involving hardware, software or power systems not within such Nuevozen’s reasonable control, and denial of service attacks.
    4. Indemnification. Provider will defend, indemnify, and hold harmless Nuevozen and its officers, directors, employees, and agents, and any of its licensors, website partners, or contractors from any demands, claims, damages, liabilities, expenses or harms, including attorney’s fees, arising in connection with Provider’s actions or omissions, including use of the Solution, treatment decisions, diagnoses, breach of this Agreement, or dealings or transactions with other persons resulting from use of the Solution.
  4. Miscellaneous
    1. Assignment. This Agreement, and Provider’s rights and obligations arising from it, are personal to Provider and may not be assigned or delegated by Provider without the prior written consent of Nuevozen, which may be withheld for any reason. Any attempt by Provider to assign or delegate this Agreement, or Provider’s rights or obligations arising from it, without Nuevozen’s prior written consent will be void and of no force or effect.
    2. Privacy Policy Nuevozen’s privacy policy, located at [URL] (the “Privacy Policy”), applies to Nuevozen’s provision and Provider’s use of the Solution. The Privacy Policy is incorporated into this Agreement and constitutes a part of this Agreement.
    3. Applicable Law and Forum. This Agreement and all claims relating to it, or the parties’ relationship, will be exclusively governed by and construed in accordance with the laws of the State of California and the United States without regard to its conflict of law principles. 
    4. Confidential, Binding Arbitration. Subject to Section 7(e), all disputes and claims arising under this Agreement, except the, will be settled exclusively through confidential binding arbitration in San Francisco, California, pursuant to the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with the said Rules. The arbitrator’s award will be binding and may be entered as a judgment in a court of competent jurisdiction. 
    5. Matters not Subject to Arbitration. Section 7(d) does not apply to any: (i) disputes or claims relating to the breach, violation, or misappropriation (or threatened breach, violation or misappropriation) of any rights or obligations regarding Nuevozen’s intellectual property rights or Confidential Information; or (ii) claim by Nuevozen for specific performance, injunctive or other equitable relief, and Provider waives any requirements for the securing or posting of any bond in connection with those claims.
    6. Waiver of Jury Trial and Class Actions. The parties unconditionally and irrevocably waive their respective rights to (i) a jury trial of any claim or cause of action arising directly or indirectly out of, related to, or in any way connected with, the performance or breach of this Agreement, and/or the relationship that is being established between them; and (ii) file a class action, to seek relief on a class basis, or to pursue claims in any consolidated proceeding.
    7. Entire Agreement. This Agreement (together with any Supplementary Terms) constitutes the complete agreement between the parties with respect to their subject matter and supersede any prior agreement or communication. 
    8. Modification. This Agreement is subject to change from time to time by Nuevozen by posting a new version on its website. Provider’s continued use of the Solution following the posting of revisions to this Agreement is acceptance of those modified terms, and Provider’s use of the Solution will be subject to the version of this Agreement in effect at the time of use. Provider is advised to review this Agreement occasionally for updates and changes. 
    9. Waiver. Nuevozen’s failure to act with respect to Provider’s or a User’s breach on any occasion, is not waiver of its right to act with respect to future or similar breaches. 
    10. Severance. If any provision of this Agreement is found to be invalid, illegal, or otherwise unenforceable: (i) that finding will not affect the other provisions of this Agreement, or the whole of this Agreement; (ii) the affected provision will be deemed modified only to the extent necessary to render the affected provision enforceable, and (iii) the rights and obligations of the parties will be construed and enforced accordingly preserving, to the fullest permissible extent, the intent and agreements set forth in this Agreement. 
    11. Relationship of the Parties. This Agreement is not intended to create and does not create an agency, partnership, or joint venture relationship between the parties nor does this Agreement extend to any third party. 
    12. Survival. Sections 2(e) (Limitation on Statements), 2(h) (Limitations of the Solution), 2(i) (Limitations on Use), 4 (Nuevozen Rights), 5 (Confidentiality and HIPPA), 6 (Disclaimers; Limitations of Liability; Indemnity), 7 (Miscellaneous), and all other provisions of this Agreement that may reasonably construed as surviving the expiration or termination of this Agreement will survive its expiration or termination.
    13. Contact Information For any questions regarding this Agreement or the Solution, Provider can contact Nuevozen at 

Copyright © 2021 Nuevozen Corp. All Rights Reserved.

Last Updated November 2021.