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NovoPath Laboratory Information System

Terms of Service

These Terms of Service govern your use of NovoPath LLC.’s (NovoPath) website (The Website). Your use of our site tells us you have read and agreed to these Terms of Service. Please read them carefully.

Copyright. All information, content, including for example news articles, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively, the “Content”) is owned by NovoPath unless explicitly stated otherwise. You may use the Content online only, and solely for your personal, non-commercial use. If you operate a Web site and wish to link to The Website, you may do so provided you agree to cease such link upon request from NovoPath. No other use is permitted without prior written permission of NovoPath. The permitted use described in this Paragraph is contingent on your compliance at all times with these Terms of Service.

You may not, for example, republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through The Website, not to insert any code or product or manipulate the content of The Website in any way that affects the user’s experience, and not to use any data mining, data gathering or extraction method.

User-Provided Information and Content. By providing information to, communicating with, and/or placing material on, The Website, including for example communication during registration, communication on any bulletin board, message or chat area, or posting any content, you represent and warrant: (1) you own or otherwise have all necessary rights to the content you provide and the rights to use it as provided in this Terms of Service; (2) all information you provide is true, accurate, current and complete, and does not violate these Terms of Service; and, (3) the content will not cause injury to any person or entity.

For all such information and material, you grant NovoPath, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from such information, in any form, media, software or technology of any kind now existing or developed in the future. Without limiting the generality of the previous sentence, you authorize NovoPath to include the information in a searchable format accessible by users of The Website, and to use your name and any other information in connection with its use of the material you provide. You also grant NovoPath the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you send to us for any purpose whatsoever, including but not limited to developing,manufacturing and marketing products using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to you.

NovoPath is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to NovoPath. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and that you are waiving any claim against NovoPath regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent.

Other Specifics About Interactive Areas (Forum, Chat Areas, etc.). Forum, chat areas and other such interactive areas are provided to give users a forum to ask questions, express their opinions and share ideas and information. NovoPath reserves the right to delete, move or edit any communications at any time, for any reason or in its discretion, but has no obligation to review or remove any such content.

By using the forum, chat, and other interactive areas of The Website, you are participating in a community that is intended for all our users. Therefore, we reserve the right to remove any content posted on our site at any time for any reason. Decisions as to whether content violates any Posting Rule will be made by NovoPath in its discretion after we have actual notice of such posting. Without limiting our right to remove content, we have attempted to provide guidelines to those posting content on our site. When using The Website, please do not post material that:

  • contains vulgar, profane, abusive, racist or hateful language or expressions, epithets or slurs, text, photographs or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature.
  • is defamatory, threatening, disparaging, grossly inflammatory, false, misleading, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights of any third party, is unreasonably harmful or offensive to any individual or community.
  • violates any right of NovoPath or any third party.
  • discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law.
  • violates or inappropriately encourages the violation of any municipal, state, federal or international law, rule, regulation or ordinance.
  • unfairly interferes with any third party’s uninterrupted use of The Website.
  • advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose.
  • uploads copyrighted or other proprietary material of any kind on The Website without the express permission of the owner of that material.
  • uses or attempt to use another’s account, password, service or system except as expressly permitted by the Terms of Service.
  • uploads or transmits viruses or other harmful, disruptive or destructive files.
  • disrupts, interferes with, or otherwise harms or violates the security of The Website , or any services, system resources, accounts, passwords, servers or networks.
  • “flames” any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects.

WARNING: A VIOLATION OF THE FOREGOING GUIDELINES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.

General Disclaimer and Limitation of Liability: While NovoPath uses reasonable efforts to include accurate and up-to-date information, we make no warranties or representations as to the accuracy of the Content and assume no liability or responsibility for any error or omission in the Content. NovoPath does not represent or warrant that use of any Content will not infringe rights of third parties. NovoPath has no responsibility for actions of third parties or for content provided or posted by others.

USE OF THE WEBSITE IS AT YOUR OWN RISK. ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER NovoPath, NOR ANY OF THE EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS OF ANY OF THEM, MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONTENT, ANY ADVERTISING MATERIAL, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE , AND/OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR SUCH CONTENT OR SERVICES. ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES NovoPath WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, ARE SPECIFICALLY DISCLAIMED. NovoPath IS NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY THIRD PARTIES, ACTIONS OF ANY THIRD PARTY, OR FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY.

THE WEBSITE MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. NovoPath DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE WEBSITE. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK.

IN NO EVENT SHALL NovoPath, EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NovoPath, EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF $100.

Indemnity: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, NovoPath, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (1) YOUR USE OF THE WEBSITE ; (2) THE WEBSITE’S USE OF ANY CONTENT OR INFORMATION YOU PROVIDE, AS LONG AS SUCH USE IS NOT INCONSISTENT WITH THIS AGREEMENT; (3) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR MEMBERSHIP ACCOUNT, EVEN IF NOT POSTED BY YOU; AND, (4) ANY VIOLATION OF THIS AGREEMENT BY YOU.

International Users: The Website is controlled, operated and administered by NovoPath from its offices within the United States . NovoPath makes no representation that materials or Content available through The Website are appropriate or available for use outside the United States and access to them from territories where their contents are illegal is prohibited. You may not use The Website or export the Content in violation of U.S. export laws and regulations. If you access The Website from a location outside the United States , you are responsible for compliance with all applicable laws.

Miscellaneous: NovoPath reserves the right to change these Terms of Service at any time in its discretion and to notify users of any such changes solely by changing this Terms of Service. Your continued use of The Website after the posting of any amended Terms of Service shall constitute your agreement to be bound by any such changes. Your use of this site prior to the time this Terms of Service was posted will be governed according to the Terms of Service that applied at the time of your use.

NovoPath may modify, suspend, discontinue or restrict the use of any portion of The Website, including the availability of any portion of the Content at any time, without notice or liability. NovoPath may deny access to any person or user at any time for any reason.

If you see or suspect any unethical or illegal activity of any kind in connection with the services we offer, we would appreciate it if you would report it to us immediately so that we may promptly investigate. Please contact us at support@novopath.com.

These Terms of Service will be governed by and construed in accordance with the laws of the State of New Jersey , without regard to its conflicts of law provisions. Any failure of NovoPath to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision.

DXE Terms of Service

NovoPath (NOVO) Data Exchange Engine (DXE) Terms and Conditions of Use 

The following NovoPath Data Exchange Engine (DXE) Terms and Conditions of Use apply to your (“you” or the “User”) use of the DXE products (the “Services”). By accessing or using the Service, you signify your agreement to these NovoPath Data Exchange Engine (DXE) Terms and Conditions of Use and the Business Associate Agreement, incorporated herein by reference (collectively, the “Terms”) . If you do not agree to these Terms, you must not access or use the Services.  

Services 

The Service features certain “API”, which refers to application programming interface code and certain accompanying or related documentation, embeddable and customizable widgets, sample code, source code, SDKs, executable applications and other materials made available by NOVO to you for your use on websites controlled by you. The Service allows data (“User Data”) to flow through it between you and your authorized health care providers (“End Users”). DXE is customizable and features a User login platform and dashboard that permits you to monitor the status of the connection (active vs inactive).   

Registration & Permitted Users 

In order to access the Service, you must create an account with NOVO (“User Account”), which may be created on a standalone basis for use of the Services or as part of your subscription of other NOVO products and Services. Your use of the Services will be set forth in an order form (“Order”) by and between you and NOVO which expressly references and incorporates these Terms. Your use of the Service shall be limited to employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder (“Permitted Users”). You shall be responsible for the acts and omissions of any party accessing the Service through your account, including Permitted Users and non-permitted users.  

Use Restrictions 

Your access to and use of the Service is limited to use for your internal business purposes (“Internal Use”) in accordance with these Terms. Subject to your compliance with these Terms, NOVO grants you access to use the Service solely for your Internal Use. This access does not grant you any rights to any intellectual property or proprietary rights in the Service, except for the limited right to use the Service as described in this paragraph. Your permission to use the Services is conditioned upon the following: You agree that you will not, under any circumstances: (a) use the Services in any way that would infringe upon NOVO’s or any third party’s intellectual property or in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) provide false or inaccurate information when registering a User Account; (c) interfere or attempt to interfere with the proper functioning of the Services; (d) make any automated use of the Services, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; (e) bypass any measures we take to restrict access to link to malicious content intended to damage or disrupt another User’s use of the Services; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services; (g)  copy, modify, or create derivative works of the Services, in whole or in part; (h) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (j) otherwise attempt to interfere with the proper working of the Services. 

User Data 

As between you and NOVO, you retain all right, title, and interest, in and to the User Data. You agree that we are only acting as a passive conduit for your online transfer of your User Data. You are solely responsible for your account and the activity that occurs while signed in to or while using your account.  You understand and agree that any liability, loss or damage that occurs to any User Data that you make available or access through your use of the Services is solely your responsibility. You agree that you shall acquire and maintain all necessary consents and authorizations under the User Data, and represent and warrant that such Use Data was collected, stored and shall be transmitted through use of the Service in compliance with applicable law, including applicable data privacy law. You agree that NOVO shall have no liability for the collection, use, transmission, dissemination, loss or destruction of or the content thereof, the User Data.  

Fees and Charges; Term 

You agree to pay the fees for the Services in accordance with the applicable Order. Unless otherwise set forth in the Order,  the initial term will continue in effect from the effective date of the Order until two (2) years from such date (the “Initial Term”). The Order will automatically renew annually for successive one year terms unless earlier terminated by either your or NOVO AT LEAST NINETY (90) DAYS PRIOR TO THE END OF THE INITIAL TERM OR RENEWAL TERM (AS THE CASE MAY BE). Payment and other fee amounts for any such Renewal Term shall be those set forth in NOVO’s standard then current price list as of the start date of such Renewal Term (the “Renewal Term Fees”); provided, however, that if such Renewal Term Fees would exceed by more than 10% the rates of such fees during the immediately preceding year during the Term, then NOVO shall provide written notice of such Renewal Term Fees amounts to you at least 120 days prior to the expiration of the then-current term.  Except as expressly set forth herein, the Service is non-cancellable and the fees thereunder are non-refundable.  

Monitoring and Enforcement; Termination; Suspension 

We have the right to take any action with respect to any use of the Service that we deem necessary or appropriate in our sole discretion, including if we believe that such use of Service  violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, disrupts or poses a security risk to NOVO intellectual property or to any other customer or vendor of NOVO, violates applicable law or could create liability for the NOVO. We may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. YOU WAIVE AND HOLD HARMLESS NOVO AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. 

Without limiting the foregoing , we reserve the right to terminate or suspend your access to all or part of the Services for any violation of these Terms, including, for avoidance of doubt, failure to meet payment obligations. 

Intellectual Property 

As between you and NOVO, all content on the Services, including its appearance and look and feel, is owned by NOVO unless otherwise expressly indicated through the Services. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not modify, copy, distribute, transmit, display, perform or create derivative works from the content, information or material on the Services. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms. Any NOVO trademarks, trade dress, service marks or trade names that appear on the Services or are referenced through the Services are the property of NOVO and no license or other right to use such marks, names or dress shall be deemed granted to any User without the express written permission of NOVO. 

Warranty Disclaimer; Infringement Remedy 

THE SERVICE IS PROVIDED “AS IS” AND NOVO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOVO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  NOVO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

In the event that a court of competent jurisdiction determines, or if NOVO reasonably believe that, the Services infringes, violates, or misappropriates any third-party intellectual property right, you shall, as your sole and exclusive remedy, discontinue use of the Service and seek a prorated refund for the Services for the remainder of the current Term.  

Limitation of Liability 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVO, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY USER DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NOVO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NOVO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NOVO UNDER THE ORDER FOR THE CURRENT TERM. NOVO shall not be liable for any failure or inoperability of the Service due to loss of power, failure of the Internet, act of God, fire, strike or similar event which is beyond the control of NOVO.  

Indemnification 

You agree to defend, indemnify, and hold harmless NOVO, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms or (ii) your use of the Services or  (ii) your User Data and (a) any use of the User Data by you, the End User or any other party or (b) use of any information obtained through the Services by you, and End User or any other party. 

Modification of Terms 

We may amend these Terms at any time and in our sole discretion;  however, we will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. Any changes to these Terms (other than as set forth in this paragraph) or waiver of NOVO’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of NOVO. No purported waiver or modification of this Agreement by NOVO via telephonic or email communications shall be valid. 

General Terms 

If any part of these Terms is held invalid or unenforceable, that portion of the Terms of Use will be  modified to be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of NOVO to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under the Terms will survive any termination of the Terms. You agree that any cause of action related to or arising out of your relationship with NOVO must commence within one year after the cause of action accrues, or such cause of action is permanently barred. Each party agrees to keep confidential all such non-public information of a confidential or proprietary nature that is disclosed to the other in relation to the Services hereunder, and shall not share such information with any third party without the disclosing party’s consent. These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of law provisions. Any controversy or claim arising out of or relating to these Terms, your use of the Services or the Order, or the validity, inducement, or breach thereof, shall be settled by arbitration before a single arbitrator in New York in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (‘JAMS’) then in effect. You may not assign or delegate any rights or obligations under these Terms, the Order or the Services without NOVOs prior written consent, and any unauthorized assignment and delegation by you is void. 

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE NOVOPATH DATA EXCHANGE ENGINE (DXE) TERMS AND CONDITIONS OF USE AND THE BUSINESS ASSOCIATE AGREEMENT AND INTEND TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE BUSINESS ASSOCIATE AGREEMENT AND THE ORDER REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS AND THE SERVICES. 

NovoPath LLC

100 Somerset Corporate Blvd
2nd Floor, Suite 111
Bridgewater, NJ 08807

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