NeoCare Solutions℠ Terms of Use

Welcome to the NeoCare Solutions℠ Application. You are attempting to download or install (or have already done so) a mobile software application NeoCare Solutions℠ (including any successor application(s) thereto, the (“App”) provided by Healthagen LLC (“Healthagen”).

By downloading, installing or using the App, you agree that you have read and understood the following terms of use (the “Terms”) and agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE EXIT THIS PAGE AND REFRAIN FROM ANY FURTHER USE OF OR ACCESS TO THE APP, AND DELETE ANY COPIES OF THE APP IN YOUR POSSESSION OR CONTROL. When using or accessing the App, you agree that you must comply with any guidelines, rules, terms and conditions applicable to such use or access that are posted by us, which are hereby incorporated by reference into these Terms, and with any applicable third-party terms of agreement.

We may modify these Terms at any time by posting the revised Terms on the App. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Any modifications will be effective immediately upon such posting. Your use of or access to the App after such modifications are posted will signify your acceptance of the modifications and your agreement to be bound by them. Notwithstanding the foregoing, any modifications to these Terms shall not apply to any dispute between us arising prior to the date on which we post the revised Terms that contain such modifications.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify, suspend or discontinue the App; charge fees in connection with the use of the App; modify and/or waive any fees charged in connection with the App; and/or offer opportunities to some or all users of the App. You agree that neither we nor any of our affiliates (including Aetna Inc.) shall be liable to you or to any third party for any modification, suspension or discontinuance of the App, in whole or in part, or of any service, content, feature or product offered through the App.

Disclaimer: Not A Substitute For Professional Health Care Or Advice

THE APP AND ANY INFORMATION CONTAINED ON OR PROVIDED THROUGH THE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. YOUR USE OF THE APP IS VOLUNTARY AND AT YOUR SOLE RISK.

THE APP MAY CONTAIN FUNCTIONALITY ALLOWING YOU TO COMMUNICATE WITH ONE OR MORE HEALTHAGEN NURSE OR SOCIAL WORKER COACHES (A “COACH”). A COACH IS AN INDIVIDUAL WHO IS EITHER EMPLOYED OR INDEPENDENTLY CONTRACTED BY HEALTHAGEN OR A HEALTHAGEN AFFILIATE, AND WHO MAY COMMUNICATE WITH YOU THROUGH THE APP TO ANSWER GENERAL QUESTIONS, PROVIDE RELEVANT INFORMATION, AND SEND EDUCATIONAL CONTENT TO YOU (COLLECTIVELY, THE “EDUCATIONAL MATERIALS”). THE COACH IS NEITHER A HEALTHCARE PROVIDER NOR A HEALTHCARE ADVOCATE OR A SUBSTITUTE OR SUPPLEMENT FOR PROFESSIONAL HEALTHCARE. ANY HEALTH-RELATED INFORMATION AVAILABLE THROUGH THE APP, INCLUDING ANY EDUCATIONAL MATERIALS AND ANY OTHER INFORMATION OR COMMUNICATION TRANSMITTED BY A COACH THROUGH THE APP, IS GENERAL IN NATURE AND IS NOT A SUBSTITUTE OR SUPPLEMENT FOR PROFESSIONAL HEALTHCARE. SUCH INFORMATION, MATERIALS AND COMMUNICATIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED, AND SHOULD NOT BE USED, TO REPLACE THE ADVICE OF HEALTHCARE PROFESSIONALS. YOU ARE SOLELY RESPONSIBLE FOR YOUR RELIANCE ON THE APP AND THE HEALTH-RELATED INFORMATION AVAILABLE THROUGH THE APP, AND FOR ALL DECISIONS OR ACTIONS RESULTING FROM YOUR USE OF THE APP AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO ANY DECISION NOT TO SEEK OR REFRAIN FROM SEEKING ANY DIAGNOSIS OR TREATMENT. YOU ARE ALSO SOLELY RESPONSIBLE FOR YOUR DECISION TO USE THE SERVICES OF ANY PARTICULAR HEALTHCARE PROVIDER. IF YOU HAVE SPECIFIC HEALTHCARE NEEDS, OR FOR COMPLETE HEALTH INFORMATION, PLEASE SEE A DOCTOR OR OTHER HEALTHCARE PROVIDER.

Jurisdictional Issues

The App is controlled and operated by Healthagen from the United States, and is not intended to subject Healthagen or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. Healthagen does not represent or warrant that the App or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States.

License

Healthagen grants to you a limited, royalty-free, non-exclusive, personal and non-transferable, license to install and use the App on a single personal mobile electronic device(s) and/or smart phone(s) owned or controlled by you, solely for your own personal, non-commercial purposes, subject to your compliance with these Terms.

Ownership of the App

The App (including any content made available through the App) is the property of Healthagen (or its licensors) and is protected by applicable intellectual property laws. The App is licensed, not sold, to you. You may utilize the App only as permitted by these Terms. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate or create derivative works of the App; (2) use or merge the App, or any component or element thereof, with other software, databases or services not provided by Healthagen; (3) sublicense, distribute, sell or otherwise transfer the App to any third party; (4) use the App as a service bureau, or lease, rent or loan the App to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the App; (6) interfere in any manner with the operation of the App; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the App; (8) create a database by systematically downloading and storing the App; (9) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the App or reproduce or circumvent the navigational structure or presentation of the App without our express prior written consent; or (10) use the App for any commercial purposes. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the App. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the App.

Trademarks

Any logo, trademark, servicemark, domain name, or trade name appearing on the App, including “Healthagen” (“Marks”), whether registered or not, are the property of Healthagen or their respective owners. You may not use any Marks without the express written permission of Healthagen.

Information That You Submit

Your submission of information through the App is governed by the NeoCare Solutions Privacy Policy, which is located at www.neocaresolutions.com/privacy. You represent and warrant that any information that you provide in connection with your use of the App is and shall remain true, accurate and complete, and that you will maintain and update such information regularly. You agree that if any information that you provide is false, inaccurate, obsolete or incomplete, we may terminate your use of the App. Healthagen and its affiliates do not have any confidentiality, nondisclosure or other obligations in or with respect to your Submissions or any other such information. If you provide any input or feedback regarding the App, you agree that we may use such input or feedback for any purpose whatsoever, without compensation to you or any other person.

For purposes of clarity, you retain ownership of any information, content and materials that you submit through the App (each, a “Submission”). However, please note that we need certain rights to your Submissions to be able to make them available on the App. As such, you hereby grant to Healthagen and its service providers and designees a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you: to use, reproduce, distribute, adapt (including without limitation to edit, modify, translate and reformat), create derivative works of, transmit, publicly display and publicly perform such Submission, in any media now known or hereafter developed. As noted above, your submission of information through the App is governed by the NeoCare Solutions Privacy Policy.

This license is non-exclusive (so you can license your Submissions to others), worldwide (as the Internet is global in its reach), fully-paid-up and royalty-free (so that we do not have to pay you for using your Submissions), sublicensable through multiple tiers (so that we can use our service providers and subcontractors to provide services).

For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the App, comply with all applicable laws, rules and regulations. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. We request this waiver to help ensure that we have all the rights we may need to provide the services available through the App.

Monitoring

You acknowledge and agree that (a) we reserve the right (but have no obligation) to do any or all of the following, at our discretion: (i) monitor Submissions; (ii) alter, remove, or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submission, and the circumstances surrounding its transmission, to any third party in order to operate the App; to protect Healthagen and its respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers, and the App’s users and visitors; to comply with legal obligations or governmental requests; to enforce these Terms; or for any other reason or purpose.

User Names, Passwords and Security

You may be required to register with Healthagen to access certain services or areas of the App. With respect to any such registration, we may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion.

Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the App, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the App, to any third party. You are fully responsible for all interaction with the App that occurs in connection with your password or user name. You agree to immediately notify Healthagen of any unauthorized use of your password or user name or any other breach of security related to your account or the App, and to ensure that you “log off”/exit from your account with the App (if applicable) at the end of each session. To report unauthorized access or use of the App, send an e-mail to support@neocaresolutions.com. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

Termination

Healthagen may suspend or terminate your use of or access to the App if you fail to comply with the Terms. Such suspension or termination may result in the permanent deletion of your information or other previously available content.

User Acknowledgements

You acknowledge and agree that you (and not Healthagen) are responsible for obtaining and maintaining (including maintaining the security of) all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the App (including any device(s) on which the App is installed), and for paying all charges related thereto. BY IDENTIFYING ANY DEVICE AS ELIGIBLE FOR USE WITH THE APP (OR PROVIDING SUCH ANY DEVICE, IF APPLICABLE AND IN HEALTHAGEN’S DISCRETION), HEALTHAGEN DOES NOT RECOMMEND OR ENDORSE SUCH DEVICE, AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING SUCH DEVICE (INCLUDING REGARDING ITS PERFORMANCE AND OPERATION).

In addition, Healthagen does not operate or control the Internet or your mobile connection, and therefore Healthagen does not and cannot guarantee that the App will be error or virus free, invulnerable to hackers or other unauthorized users, or always available.

Indemnification

To the fullest extent permitted under law, you will defend, indemnify and hold harmless Healthagen and its affiliates, and its and their officers, directors, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees) arising out of or related to your use of the App or any Healthagen provided device, or any violation of these Terms by you.

Exclusions Of Warranties

HEALTHAGEN AND ITS AFFILIATES DISCLAIM ALL EXPRESS WARRANTIES AND IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HEALTHAGEN AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY OR INTERRUPTION IN THE APP. HEALTHAGEN AND ITS AFFILIATES MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF ANY PORTION OF THE APP OR ANY DEVICE ON WHICH THE APP IS INSTALLED, INCLUDING THE EDUCATIONAL MATERIALS AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE APP, OR REGARDING THE AVAILABILITY OR APPROPRIATENESS OF ANY HEALTHCARE PROVIDER OR PAYOR. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE APP AND ANY DEVICE ON WHICH THE APP IS INSTALLED IS AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE THAT YOU MAY INCUR THROUGH USE OF THE APP OR SUCH DEVICE, EXCEPT TO THE EXTENT THAT THE APPLICABLE LAWS OF A PARTICULAR JURISDICTION CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT.

Limitation Of Liability

HEALTHAGEN AND ITS AFFILIATES MAY NOT BE HELD LIABLE UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, OR FOR ANY OTHER DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF HEALTHAGEN OR ANY OF ITS AFFILIATES KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THAT THEY ARE LAWFUL IN YOUR JURISDICTION.

HEALTHAGEN AND ITS AFFILIATES MAY NOT BE HELD LIABLE FOR MORE THAN $100 UNDER ANY PROVISION OF THIS AGREEMENT.

Third-Party Information and Links to Third-Party Websites

The App may incorporate certain functionality that allows the routing or transmission of, or other online access to, certain digital communications and content made available by third parties (“Third Party Content”). By using such functionality, you acknowledge and agree that you are directing us to access and transmit to you the applicable Third Party Content. Because we do not control Third Party Content, you agree that we are neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the App at any time. Your access to or receipt of Third Party Content via the App does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in these Terms or the NeoCare Solutions Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in these Terms shall be deemed to be a representation or warranty by us, or any of our affiliates, or our or their respective directors, officers, employees, agents, representatives, licensors or providers with respect to any Third Party Content.

Relationships

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the use of the App, whether between you, Healthagen, its affiliates, any Nurse Coach or any other third party.

Export Controls

In choosing to access the App, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users. We may limit the App’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

Governing Law

You agree that these Terms shall be construed in accordance with the laws of the State of Connecticut without regard to its conflict of laws provisions. Any claim or dispute arising in connection with your use of the App shall be brought exclusively in the courts of the State of Connecticut. Any cause of action or claim you may have with respect to the App must be commenced within one (1) year after the cause of action or claim arises. Healthagen’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and Healthagen nor any trade practices shall act to modify the Terms. Healthagen may assign its rights and duties hereunder to any third party at any time without consent or notice to you.

Miscellaneous

If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. These Terms, together with all policies referred to herein, are the entire Agreement between you and Healthagen relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Healthagen relating to such subject matter.

Apple-Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, you acknowledge and agree to the following provisions with respect to your use of the version of the App that is compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App, except if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including, without limitation, any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Healthagen in accordance with the “QUESTIONS” section below. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App StoreSM Terms of Service. In addition, you agree to comply with the terms of any third-party agreement that is applicable to you when using the App, such as your wireless data service agreement. You acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. Notwithstanding the immediately preceding sentence, Healthagen’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.

Questions

You may contact Healthagen at support@neocaresolutions.com with any questions, complaints or claims regarding the App.