Welcome to the Nuway Healthcare Inc. (“Nuway”) Web site (the “Site”). Nuway provides online health-related services by arranging for smartphone (video-telephone) medical consultations and secure web-based consultations with a licensed physician, arranging for electronic medical record storage by the physician, providing certain online health-related information, arranging for a prescription service by the physician and offering certain other related products, services, which may include health & wellness newsletters, tracking the data from remote monitoring devices of such chronic conditions as diabetes or hypertension (collectively, the “Services”). As used in these Terms and Conditions, references to “Nuway” means and includes Nuway, its parent, subsidiaries, and affiliated entities. As used in these Terms and Conditions “you” or “your” means you, your dependent(s), if any, and any other person accessing your Nuway account. These Terms and Conditions apply to your use of the Site and, to the extent referenced, to your registration for, subscription to, and use of Nuway Services. Nuway SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY NUWAY. HOWEVER, SERVICES INCLUDE NUWAY FACILITATING A USER, OR MEMBER, TO ACCESS LICENSED PHYSICIANS WHO AGREE TO CONSULT WITH PATIENTS. ACCESS TO THESE HEALTHCARE PROVIDERS IS THROUGH AFFILIATES OF NUWAY, WHICH PROVIDE COMMUNICATIONS ACCESS TO PHYSICIANS, LICENSED IN THE STATE WHERE YOU, THE USER, ARE PHYSICALLY LOCATED, AT THE TIME OF THE CONSULTATION. NUWAY ARRANGES FOR, AND FACILITATES, THE PROVISION OF MEDICAL CARE; HOWEVER, NUWAY DOES NOT PROVIDE MEDICAL CARE.
NuWay Health is a membership program where members who pay their monthly fee gain access to a range of services through the buying power and partnerships established by NuWay Health, Inc.
These services include virtual primary care, virtual urgent care, behavioral health services, counseling, wellness programs, specialty care, and access to over 800 prescriptions—all included in the membership. Please note that NuWay Health does not directly own, employ, or provide medical practitioners, prescriptions, or healthcare services. All medical and healthcare services are delivered by licensed and certified doctors and pharmacists, each legally licensed in the state where they provide services, through our trusted partner providers who operate independently of NuWay Health.
Intellectual Property
Nuway hereby grants you a limited, revocable, non-transferable, and non-exclusive license limited solely to viewing or downloading a single copy of the material on the Site and to use the Nuway software to the extent necessary to use Nuway Services solely for your personal use. With the exception of your Electronic Medical Records, Nuway retains all rights, titles, and interest in, and to Nuway, the Services, and any Information, products, documentation, software, or other materials on the Site. Nuway retains all rights, titles, and interest in, any patent, copyright, trade secret, trademark, service mark, or other intellectual property or proprietary right in any of the foregoing, except for Information on the Site licensed by Nuway, and in that case, the license provider retains all right, title and interest therein. The information available through the Site and the Services is the property of Nuway, or if licensed by Nuway, the license provider. By accepting these terms and conditions, You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate such information to anyone. Use, reproduction, copying, or redistribution of Nuway’s trademarks, service marks, and logos is strictly prohibited without Nuway’s prior written permission. The immediately foregoing also applies to any third-party trademarks, service marks, and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by Nuway or the third party owner of such trademarks, service marks and logos. The Site may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.
Notices and How to Contact Us
Nuway may provide notice to you via the e-mail address you provided during registration, by a general notice on the Site, by written communication delivered by first class U. S. Postal Service, or by express courier to your address on record in the Nuway account information. You may give notice to Nuway at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to Nuway Member Support, at 3317 South Higley Road, Suite 114-468, Gilbert, AZ 85279. Specific questions and comments should be directed to the appropriate department via our “Contact Us” page.
Eligibility to Register on the Site, Subscribe to the Services, and Use this Site and/or the Services
You represent that you are of legal age and you agree to the terms and conditions set forth in these Terms and Conditions, OR you are at least 13 years of age and have the permission of your parent(s)’ or legal guardian(s)’ permission to access and use this Site, to register on the Site, to enroll for the Services of this site, and/or to use the Services offered via this site. Some Services, including, without limitation, access to a Nuway Doctor’s consultation, are not intended to be used by, and are not directed to, anyone less than 18 years of age. If you register for, enroll for, purchase and/or use Nuway services, you represent you are at least 18 years of age. You represent that if you are acting on behalf of an entity, you have the authority to bind such entity.
You also represent that you are not a person barred from enrolling for, and/or receiving, Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site and/or Nuway Services is limited to users in the United States. However, recognizing the global nature of the Internet, it may be possible to access and/or use the Site and/or the Services outside of the United States. In the event of such access and/or use, you agree to comply with all local rules regarding online conduct and transmission of information, including, without limitation, all applicable laws regarding the transmission of technical data exported from the United States or any other jurisdiction, and you acknowledge that Nuway makes no representation or warranty that we, any of the Services, or any information on the Site or transmitted via a Service is lawful in any jurisdiction outside the United States.
To register on the Nuway Healthcare or Nuway RX Site, to subscribe to Nuway Services, and to use the Nuway Site and Nuway Services, you agree: (i) to comply with these Terms and Conditions, (ii) acknowledge the Privacy Policy of Nuway as posted on the Nuway websites, (iii) to fully, accurately and truthfully complete the registration profile, using valid information that includes, but is not limited to, your name, mailing address, phone number and email address (“Personal Contact Information”, PID), (iv) to fully and accurately complete any and all other items requested or required when you use the Site or the Services, (v) to set your Internet browser to accept “cookies” from the Site, and (vi) that by registering on the Site, subscribing to the Services and/or using the Site or the Services you are agreeing to opt-in to the receipt of communications, such as newsletters and offers, by mail or email from Nuway. If you do not wish to receive such communications, you may opt-out at any time. See “CAN-SPAM ACT Compliance,” below.
- You consent to (i) Nuway’s disclosure of your Personal Contact Information with agents and employees of Nuway and for any other reason as described in our Privacy Notice; and (ii) the use of “cookies.”
- In order to determine your compliance with these Terms and Conditions and the Notice of Privacy Practices (the “Privacy Notice”) we reserve the right to monitor your access to and use of the Site and the Services. Nuway may, in its sole discretion, refuse to accept your registration or subscription due to non-compliance with any eligibility or subscription requirement.
- Use of the Site and Services – NOT FOR EMERGENCIES. The Nuway Site and Services are not for use for medical emergencies or urgent situations. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.
Limitations on Use
You agree not to: (i) access the Site or use the Services in an unlawful way or for any unlawful purpose, (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content or information (including, without limitation, advice and recommendations) (collectively, “Information”) which (x) is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or (y) contains or promotes any virus, worm, Trojan horse, time bomb or other computer programming or code that is designed or intended to damages, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers or Information or facilitate or promote hacking or similar conduct, (iii) impersonates or misrepresents your identity or falsely states or misrepresents your affiliation with a person or entity, (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services, (v) use robots or scripts with the Site, (vi) or attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received by this Site, or (vii) to have anti-virus and/or anti-spyware software running that is set to override the Internet browser’s cookie settings.
You agree that any Information you provide or use on the Site, and your use of the Site or the Services, will not infringe on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. Nuway may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark, or other intellectual property or ownership right of any other person.
Your Account
You are solely responsible for maintaining the confidentiality of your password and for all activities that occur under your password. You agree to prohibit anyone else from using your password and to immediately notify Nuway in writing of any unauthorized use of your password or other security concerns of which you become aware.
Electronic Medical Record
Nuway creates an Electronic Medical Record (“Electronic Medical Record”) specifically for you to store and access your personal health information online, including health conditions, allergies, and medications, as well as for providing a licensed physician who uses Nuway to facilitate the conduct of a consultation with you in accordance with his or her obligations under applicable state and federal law with regard to creating and maintaining your medical record(s). Information provided to a physician as part of a smartphone, or telephony-based medical consultation or secure email, or web-based medical consultation becomes part of the Nuway Electronic Medical Record established specifically for you and is subject to applicable state and federal law. You agree to provide accurate and complete information for your Electronic Medical Record, to periodically review such information, and to update information that you provide as needed, which might include allergies, and medical conditions, by example. For additional information regarding the use of your Electronic Medical Record, please see the Privacy Notice posted on this website. It is your responsibility to confirm any third-party information in your Electronic Medical Record. PLEASE NOTE THAT IT IS SOLELY YOUR PHYSICIAN’S OBLIGATION TO USE AND DISCLOSE THE INFORMATION INCLUDED IN YOUR MEDICAL RECORD IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW, INCLUDING, WITHOUT LIMITATION, OBTAINING ANY CONSENTS OR AUTHORIZATIONS THAT MAY BE REQUIRED FOR YOUR INFORMATION TO BE SHARED WITH OTHER PARTICIPATING PHYSICIANS OR HEALTHCARE INSTITUTIONS.
Operation and Record Retention
Nuway reserves complete and sole discretion with respect to the operation of the Site and the Services. Nuway may, among other things, withdraw, suspend, or discontinue any functionality or feature of the Site or the Services. Nuway is not responsible for transmission errors, corruption, or compromise of Information carried over local or interchange telecommunication carriers. Nuway is not responsible for maintaining Information arising from an individual’s use of the Site or in respect of the Services. Nuway reserves the right to maintain, delete, or destroy all communications and Information posted or uploaded to the Services pursuant to its internal record retention, archiving, and/or destruction policies. Notwithstanding the foregoing, Nuway archives all Personal Information, and Electronic Medical Records, associated with the usage of the Nuway site and Nuway services for Seven(7) years.
FRAUD
Nuway may contact you by telephone, mail, or email to verify your Personal Contact Information. Nuway reserves the right to request further information from you and you agree to provide such further information, to ensure you have not fraudulently completed your registration on the Site or subscription to the Services. If you do not provide this information to Nuway and in the manner requested within fourteen (14) days of such request, Nuway may reject your registration and subscription or suspend your registration and subscription until you satisfactorily comply with Nuway’s information request.
Payment
You agree to timely (or immediately, if required) pay Nuway all amounts due and owing pursuant to the plan for the Services to which you subscribe and for all other fees that may be charged in connection with your use of the Services or upon registration. You may be asked to provide a valid credit card number to make a payment or recurring payments.
Secure Purchases
Please review the Privacy Notice to see what measures Nuway takes to enhance the security of your payment and purchase experience on the Site.
Upgrades and Downgrades
You may upgrade or downgrade the level of the Services to which you are subscribing at any time by following the instructions on the Site. The upgrade or downgrade shall take effect no later than the date of your next full billing cycle; provided that, Nuway is in receipt of a valid credit card number.
Refunds
Nuway may provide refunds as determined in its sole and absolute discretion.
Subscriptions through Third Parties, Such as Employer
Your Payment Obligation. If your subscription is being paid for by a third party and that third party ceases to, or at any time is no longer obligated to, pay for your subscription or any other of your fees, you may continue your subscription to the Services; provided, that, you consent and arrange with Nuway to pay Nuway directly for the Services, adhering to the terms and conditions thereto. Nuway may terminate your subscription and access to the Services unless or until you make such payment arrangements and commence payments.
Upgrades
If you have initially subscribed to the Services through a third party, such as your employer, you will be able to upgrade (but not downgrade) the level of the Services from the level offered to you through such a third party. If you elect to upgrade your subscription to the Services to a higher level than subscribed for by such third party, then you may, and are solely responsible, for doing so either on the Site or sending an email to support@nuwayrx.com. You shall also be solely responsible for direct payment to Nuway for any difference between the Services for which the third party has subscribed and for the upgraded Services for which you are electing to subscribe. To upgrade, you must provide a valid credit card number to Nuway for the upgrade charges, which may be recurring. Any special group pricing the third party is receiving will be extended to you should you wish to upgrade or retain any additional services for so long as such third party is receiving special group pricing from Nuway.
Prescription Program
Please note that only if you have accurately and fully completed the Medical History Assessment and a telephone medical consultation, in order to begin establishing a legal physician/patient relationship, may you be eligible to receive medications that have been prescribed and arranged for by a licensed physician utilizing Nuway services to conduct a medical consultation with you—and only if allowed in the state from which your medical consultation is taking place.
Only when you have accurately and fully completed the Medical History Assessment and have had a telephone medical consultation, in compliance with state law governing the establishment of a legal physician/patient relationship, may you be eligible to get a prescription for medications, as determined by the participating physicians in their sole discretion and subject to their professional and legal obligations. Subscribers may be able to request medications during the telephone medical consultation and the consulting physician may prescribe certain medications for common conditions, if conditions warrant, if appropriate and/or legal. Medications can be called into a local pharmacy or delivered from the mail-order pharmacy network. NOTE: No controlled medications are available through participating physicians. You agree that any prescriptions that you acquire from a physician shall be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription.
CAN-SPAM ACT Compliance
We are committed to being compliant with the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003” (“CAN-SPAM Act”), and e-mail newsletters and correspondence received from us are intended to fully comply with the CAN-SPAM Act. In the event you receive an e-mail from us that you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at the address listed below under the section “Notices and How to Contact Us.” Type “unsubscribe” in e-mails you receive from Nuway. NOTE: YOU CANNOT OPT-OUT FROM RECEIVING FURTHER COMMUNICATIONS FROM Nuway If you wish to subscribe to our SERVICES. IF YOU OPT-OUT OR UNSUBSCRIBE WHILE SUBSCRIBED TO OUR SERVICES, YOU WILL BECOME INELIGIBLE FOR THE RECEIPT OF AND USE OF OUR SERVICES.
Third Party Web Sites
Nuway may provide links to third parties’ Web sites. Further, if you click on a banner advertisement that appears on one of the pages of the Sites, you may be transported to a third party’s Web site and away from this Site. These Terms and Conditions and the Nuway Privacy Notice apply to your relationship with Nuway only and do not describe the terms and conditions, privacy policies, or other policies of third parties with regard to (but without limitation) the collection, use, and disclosure of personally identifiable information and personally identifiable health information. Nuway is not responsible for the terms and conditions, privacy practices, accuracy, copyright compliance, legality, decency, or any of the Information, products, services, or any transmissions received by or through third parties. If you click on a banner advertisement or a link to a third party’s Web site, you should review the privacy policy of the third party’s web site to determine that third party’s practices with regard to the collection, use and disclosure of personally identifiable information and personally identifiable health information. Any link on the Site to any third party’s Website does not imply an endorsement of the terms or privacy practices of any third party by Nuway. Third parties are not authorized to make any representation or warranty on Nuway’s behalf. You agree that Nuway has no liability, obligation, or duty whatsoever for any third party’s terms and conditions or privacy practices or any third party’s Web sites and your use or misuse of them. If you wish to suspend e-mail or mail communications from third parties, you must contact them directly.
Right to Change Terms and Conditions
Nuway may, at any time and from time to time, in its sole discretion, change these Terms and Conditions. Any changes to these Terms and Conditions will be effective immediately upon posting of the changed Terms and Conditions on the Site. You agree to review these Terms and Conditions periodically, and your use of the Site following any such change constitutes your agreement to follow and be bound by such changed Terms and Conditions.
Term and Termination
These Terms and Conditions shall commence upon the date you first access the Site. Either you or Nuway may terminate these Terms and Conditions and your right to use the Services at any time in writing, with or without cause. These Terms and Conditions and the licenses granted hereunder shall terminate without notice in the event you fail to comply with the terms and conditions of these Terms and Conditions, as revised from time to time. Upon any termination, you shall destroy all copies of Nuway Information in your possession and cease any access to or use of the Services. If you terminate these Terms and Conditions and thereafter access the Site, you shall be subject to the Terms and Conditions posted on the Site at that time.
Legal Notices and Disclaimers
Medical Disclaimers
Nuway makes no representation or warranty as to the content of any treatment response from any participating, licensed, physician. You and your physician are solely responsible for all information and/or communication sent during a telephone medical consultation, secure email consultation, or other communication. Nuway does not guarantee that a telephony-based medical consultation, secure email, or web-based, consultation is the appropriate course of treatment for your particular healthcare problem. You agree to contact your primary care physician immediately should your condition change or your symptoms worsen. If you require urgent care, you should contact your local emergency services immediately. Nuway annually verifies the state licensing status for all participating physician providers. NOTE: In order to create a physician/patient relationship THROUGH YOUR USE OF ANY OF THE SERVICES with a PARTICIPATING Physician, you must complete (i) a Medical History Assessment; and (ii) a “telephone medical consultation WHICH WILL BE SUBMITTED TO THE PARTICIPATING PHYSICIAN.”
Content Disclaimers
You should not use Information found on this Site to replace a relationship with a physician or other healthcare professional and should not rely on the foregoing as professional medical advice. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping, or modifying any treatment or medication. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on this Site.
NEITHER THE NUWAY WEBSITE NOR NUWAY PROVIDE MEDICAL ADVICE. THE PHYSICIANS FACILITATED BY NUWAY TO PROVIDE MEDICAL CONSULTATIONS ARE NOT EMPLOYEES OF NUWAY AND ARE DIRECTLY RESPONSIBLE FOR THE QUALITY AND APPROPRIATENESS OF THE CARE THEY RENDER DIRECTLY TO YOU. The Information and the Services provided on or through this Site are intended solely as a general educational aid and to assist you in finding a physician who, subject to his or her professional responsibilities, may or may not provide you with medical advice. The Information and Services are not medical or health care advice for any individual problem or a substitute for medical or other professional advice and services from a qualified health care provider assessing your condition in person. The only way to create a physician/patient relationship with a participating physician is described in these Terms and Conditions. Your use of this Site does not create a physician-patient relationship. Nothing contained in this Site is intended to be used for medical diagnosis or treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Nuway. Information contained in this Site is compiled from a variety of sources and may or may not be considered authored by Nuway. Nuway makes no representation or warranty as to any such Information.
While Nuway attempts to keep all the information on this site up-to-date, medical treatment and knowledge change quickly. This site should not be considered error-no cost or as a comprehensive source of all information on a particular topic. Nuway makes no warranties or representations as to the accuracy of the information on the site and assumes no responsibility for any consequences relating directly or indirectly to any action or inaction you take based upon the information and material on this site. Your use of the Nuway site is subject to the additional disclaimers and caveats that may appear throughout these Terms and Conditions and the site. You assume the entire risk of loss in using this site and the information contained on the Site.
Features and specifications of products or services described or depicted on the site are subject to change at any time without notice.
Certain of the Information about health conditions on this Site is provided by third parties. These third parties have not reviewed and do not endorse any information, products, or services other than those clearly marked as being derived from those third parties. You are responsible for reviewing and complying with all terms and conditions, licenses, and policies posted on or linked to and from this Site, so as to protect the copyright and licensing terms of those third parties.
General Disclaimers
YOU ACKNOWLEDGE THAT YOUR USE OR MISUSE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON OR PROVIDED THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW NUWAY AND ITS MEMBERS, SHAREHOLDERS, DIRECTORS, MANAGERS, ENPLOYEES, OFFICERS, OFFICERS, CONTRACTORS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND NO COSTDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, Nuway MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, NUWAY SPECIFICALLY disclaims all liability for the ACTS OR OMISSIONS OF ANY PARTICIPATING PHYSICIANS PROVIDING MEDICAL CARE TO SUBSCRIBERS.
You acknowledge and agree that we are not responsible for (i) any printing, typographical or technological errors regardless of the matter, media, material, or form thereof, (ii) electronic, human, equipment programming, or other error, omission, interruption, defect or delay which may occur regardless of the matter, media, material or form thereof, (iii) incorrect, inaccurate, late, lost, stolen, illegible, incomplete or misdirected matters or information regardless of the matter, media, information or form thereof, (iv) technical failures of any kind, (v) inadvertent loss of information; and/or (vi) unauthorized human intervention in any part, material or process or otherwise.
NUWAY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT: THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION MEDICATIONS; OR ANY TREATMENT, ACTION, APPLICATION, OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES.
Nuway does not endorse the promotions, products, or services of any third parties. Nuway does not warrant or validate the Information of any third party’s advertisements, promotions, communications, or other materials. Nuway does not assume any responsibility or liability for the accuracy of Information contained in the Site or as stated above under “Third Party Web Sites.”
Limitation of Liability
IN NO EVENT SHALL NUWAY BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF (i) ONE MONTH’S (1 MONTH’S) SUBSCRIPTION RATE OF YOUR SUBSCRIPTION PLAN, OR (ii) IN THE EVENT NO SUBSCRIPTION PRICE WAS PAID OR REQUIRED, $1,000. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NUWAY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF THE SERVICES OR LOSS OF INFORMATION, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS SITE OR ANY SERVICE OFFERED OR PROVIDED THROUGH THIS SITE OR BY OTHER MEANS OR ANY INFORMATION OR PRODUCTS CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED OR SERVICES SUBSCRIBED TO ON THIS SITE OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF Nuway IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. TO THE EXTENT CERTAIN JURISDICTIONS RESTRICT ANY OF THE ABOVE LIMITATIONS OF LIABILITY; SUCH LIMITATIONS SHALL NOT APPLY IN SUCH JURISDICTIONS TO THE EXTENT OF SUCH RESTRICTIONS. YOU ACKNOWLEDGE AND AGREE THAT Nuway’S aggregate liability to YOU for any damages, losses, fees, charges, expenses, or liabilities and in circumstances where the FOREGOING LIMITATION is finally determined to be unavailable shall not exceed the SUBSCRIPTION PRICE PAID BY YOU FOR the one (1) month period before the time of the first occurrence of the subject damages, losses, fees, charges, expenses or liabilities.
Indemnification
You agree to defend, indemnify and hold harmless Nuway and its Affiliates 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 attorneys’ fees (including appellate level) of any kind whatsoever arising, directly or indirectly, out of or in connection with (i) your use or misuse or of the Site or the Services or any Information posted on the Site, (ii) your subscription, (iii) your breach of the Terms and Conditions or the Privacy Notice , (iv) your relationship with any participating physician , (v) the content or subject matter of or any Information you provide to Nuway, any of its Affiliates, any participating physician or Customer service agent, and/or (vi) any negligent or wrongful action or omission by you in the use or misuse of the Site or the Services or any Information posted on the Site, including, without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.
Waiver
YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:
“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.”
Force Majeure
Notwithstanding anything herein to the contrary, Nuway shall not be liable for any losses arising out of the delay or interruption of its performance of any obligations due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond its reasonable control.
No Third-Party Rights
Unless expressly stated in these Terms and Conditions or the Privacy Notice to the contrary, nothing herein or in the Privacy Notice is intended to confer any rights or remedies under or by reason of these Terms and Conditions or the Privacy Notice on any persons other than you, Nuway and its Affiliates. Nothing in these Terms and Conditions and the Privacy Notice is intended to relieve or discharge the obligation or liability of any third persons to any of you, Nuway, or its Affiliates, nor shall any provision give any third person any right of subrogation or action over or against you, Nuway or its Affiliates.
Privacy
By accepting these Terms and Conditions, you consent to the collection, use, and disclosure of your personally identifiable information and personally identifiable health information provided to us as outlined in the Privacy Notice, which is incorporated herein and made a part of these Terms and Conditions by reference. You may view the Privacy Notice.
Entire Agreement; Headings and Construction; Severability
These Terms and Conditions and the Privacy Notice constitute the sole and only agreement of you and Nuway and supersede any prior understandings or written or oral agreements between you and Nuway with respect to their subject matter and constitute a complete and exclusive statement of the terms of the agreement between you and Nuway with respect to their subject matter. The headings contained in these Terms and Conditions and the Privacy Notice are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms and Conditions and the Privacy Notice. The provisions of these Terms and Conditions and the Privacy Notice are severable, and in the event, any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.
- Assignment and Waiver. You may not assign, transfer, or delegate these Terms and Conditions or the Privacy Notice or any part of them without Nuway’s prior written consent. Nuway may no costly transfer, assign, or delegate all or any part of these Terms and Conditions and the Privacy Notice, and any rights and duties hereunder or thereunder. These Terms and Conditions and the Privacy Notice will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of these Terms and Conditions or the Privacy Notice, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.
Governing Law and Jurisdiction and Venue
These Terms and Conditions and the Privacy Notice shall be governed by and construed in accordance with the laws of the Arizona, as amended from time to time, without regard to principles of conflicts of law. Any civil action or legal proceeding arising out of or relating pursuant to these Terms and Conditions or Privacy Notice shall be brought in the applicable Federal or State courts located in Arizone. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be affected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure, or local rules. Any cause of action or claim you may have with respect to Nuway must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable.
This Web site can be accessed from the United States and other countries worldwide. Since the laws of each State or country may differ, you agree that the statutes and laws of the Arizona, without regard to any principles of conflicts of law, will apply to all matters relating to your use of this Site. Nuway makes no representation that Information or services provided on or through this Site are appropriate or available for use in other locations, and accessing them from territories where such Information is illegal is prohibited. If you choose to access the Site from other locations, you do so, on your own initiative and are responsible for compliance with local laws.
Enforcement Costs
If any civil action or other legal proceeding is brought for the enforcement of any of these Terms and Conditions or the Privacy Notice or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of any of these Terms and Conditions or the Privacy Notice, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs, and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes, and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).
WAIVER OF JURY TRIAL
THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT OR PROCEEDING, IN ANY COURT WITH RESPECT TO, IN CONJUNCTION WITH, OR ARISING OUT OF THESE TERMS AND CONDITIONS OR THE PRIVACY NOTICE OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF ANY OF THE OBLIGATIONS OR SERVICES HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY COMPULSORY COUNTERCLAIM (I.E., A CLAIM BY A PARTY HERETO AGAINST ANOTHER PARTY WHICH, IF NOT BROUGHT IN SUCH ACTION, WOULD RESULT IN THE FIRST PARTY BEING FOREVER BARRED FROM BRINGING SUCH CLAIM), A PARTY HERETO SHALL HAVE THE RIGHT TO RAISE SUCH COMPULSORY COUNTERCLAIM IN ANY SUCH LITIGATION, SUIT OR PROCEEDING, WHETHER OR NOT IT IS BEING TRIED BY A JURY.
