WEBSITE TERMS OF USE

These WEBSITE TERMS OF USE (this “Agreement”) govern your access and use of [newportacademy.com] (together with its features and services, the “Site”), which is owned and operated by Monroe Operations LLC d/b/a Newport Healthcare (“Company”).

Please read this Agreement carefully because it constitutes a legally binding agreement between you and Company. This Agreement is made and entered into by and between you and any person helping you access or use the Site (collectively, “you” or “your”) and Company. You and Company are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

By accessing or using the Site you automatically accept and agree to the current version of this Agreement, as well as the current version of any additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink, and your continued access and use of the Site reaffirms your acceptance and agreement in each instance. If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from accessing or using the Site.

Company may supplement, amend, or otherwise modify this Agreement at any time.  Such supplements, amendments, and other modifications will be posted on this or a similar page of the Site and shall be deemed effective as of their stated effective or modification date.  It is your responsibility to carefully review this Agreement each time you access or use the Site. For our social media terms of use please click here.

1. Relationship.

In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement or a Party’s access or use of the Site create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between you and Company.

2. Eligibility to Use the Site.

The Site is offered only to users eighteen (18) years of age or older.  By accessing or using the Site you represent and warrant to Company that you are eighteen (18) years of age or older. You agree to comply with all applicable laws when using the Site, and you may only use the Site for lawful purposes.

3. Privacy.

Company respects the privacy of your personal information.  Company’s policy concerning the collection and use of your personal information in connection with the Site are set forth in the Privacy Policy, which you should carefully review each time you access or use the Site.

4. Your Devices.

Certain portions of the Site may be configured for or accessed using computers, tablets, smart phones, and/or other electronic devices (“Devices”), and this Agreement shall apply with equal force and measure to your access and use of the Site through such Devices.  You are responsible for obtaining and updating the Device, software, operating system, carrier, and network access necessary to properly access and use the Site.  Company does not guarantee that the Site or any portion thereof will function on or in connection with any particular Device, software, operating system, carrier, or network.  If you access or use the Site through a particular Device, then you hereby acknowledge and agree that information about your use of the Site through that Device or its carrier or network (for example, the identity of your Device or its carrier or network) may be communicated to Company and/or certain third parties. The data fees, rates, and charges of your Device’s carrier or network may apply to your access or use of the Site. You accept full responsibility for all Device, carrier, and network fees, rates, and charges that may apply.

5. Grant of Rights.

5.1 Limited License – The Site.

Subject to the terms and conditions of this Agreement, Company grants you a limited, non-exclusive, personal, freely revocable, non-assignable and non-transferable license to access and use the various publicly displayed pages of the Site, and to view the information and content found thereon. Any other commercial use or exploitation of the Site or any content, code, information, data or other materials transmitted through the Site is strictly prohibited. In no event shall you use any trademark, trade name, service mark, icon, logo or other indicator of Company without Company’s advance, express, written permission in each instance. All rights not expressly granted to you under this Agreement are reserved to Company. Your unauthorized use of the Site, or any breach by you of this Agreement, automatically terminates this license.

5.2 Limited License – User Content.

All names, information, communications, and content that you submit to or publish on or through the Site, if any, is hereinafter defined as the “User Content.”  By submitting or publishing User Content on, to, or through the Site, you hereby grant Company an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and universe-wide license for Company to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Content and any elements and derivatives thereof in any manner, medium, or form, whether now known or hereinafter devised, as Company sees fit in its sole discretion.

5.3 Disclaimer Regarding User Content.

Please note that any User Content you submit to or through the Site may become the subject of public disclosure. Company is not responsible for, and expressly disclaims any liability arising from or in connection with your voluntary submission of any User Content to or through the Site.

6. Intellectual Property.

The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, content, source codes, object codes, data, instructions, documentation, expressions, and the design, selection and arrangement thereof), as well as all copyrights, trademarks, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by Company.

This Agreement permits you a limited license to access and use the Site for the permitted purposes set forth herein. You may not reproduce, republish, reverse-engineer, copy, upload, download, display, modify, interfere with, circumvent, license, transmit, or distribute any feature of the Site, including any materials retrieved from the Site, any security or access control mechanism, or the underlying code in any form or by any means or for any commercial purpose. Nothing herein is meant to transfer any right or license to the underlying code of the Site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in violation of this Agreement, your right to use the Site will cease and you must, at Company’s option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted to you herein are reserved by Company. Any use of the Site not expressly permitted by this Agreement is a violation of this Agreement and may violate copyright, trademark, and other laws.

7. Trademarks.

Company’s name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Company. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners.

8. Electronic Communications.

8.1 Express Consent.

By submitting information through the Site’s online enrollment or pre-enrollment forms, online insurance verification forms, or “contact us” forms, or by subscribing to Company’s regular or promotional e-mail lists, you agree that Company may send you e-mails and/or electronic messages directly and/or through the Site (such as regular or promotional e-mails, and push notifications to your mobile phone, provided that you have approved the regular or mobile version of the Site to send push notifications).  Further, you hereby expressly consent to Company sending or otherwise communicating with you via any electronic means that Company deems appropriate in its sole discretion (including telephone, e-mail, electronic message through the Site), whether by personal communication (i.e., human-to-human), by automatic telephone dialing system, or by an artificial or prerecorded voice messaging system; and that, by giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, 47 U.S.C. § 227.

8.2 Opt-Out.

You may opt-out of receiving any e-mails and electronic messages as described in Section 8.1 above any time by sending an e-mail to inquiries@newporthealthcare.com, with a subject line of “Opt-Out of Electronic Communications,” and a list in the body of the e-mail that identifies the specific e-mail address(es) belonging to you which are the subject of your opt-out request. You may also opt-out of receiving any communications by automatic telephone dialing system or an artificial or prerecorded voice messaging system as described in Section 8.1 above at any time by sending an e-mail to inquiries@newporthealthcare.com, with a subject line of “Opt-Out of Prerecorded Telephone Communications,” and a list in the body of the e-mail that identifies the specific e-mail address(es) belonging to you which are the subject of your opt-out request.

9. Insurance Verification Submissions.

9.1 Accurate Insurance Information.

You represent and warrant to Company that any insurance information you submit to or through the Site is current, complete, and accurate; that you have the full right and authority to submit such insurance information to or through the Site; and that you will promptly notify Company if any such insurance information has changed (such as change in address or expiration date), if any such insurance policy has been cancelled, or if you become aware of a breach of security.

9.2 Authorization.

If you provide Company with your insurance information, or a patient’s (or prospective patient’s) insurance information, then you authorize Company to do the following as Company deems necessary, although Company has no obligation to do so: (a) share the insurance information with any and all applicable insurance companies; and (b) obtain your updated insurance information, or the updated insurance information of said patient (or prospective patient) from any and all applicable insurance companies.

9.3 Acknowledgment.

You understand and acknowledge that the submission of any insurance information through the Site (for purposes of verification or otherwise) does not guarantee insurance coverage, in whole or in part, or acceptance by the applicable insurance companies.

9.4 Waiver.

To the fullest extent permitted by law, you agree to waive all claims against Company related to any unauthorized insurance submissions, verifications, claims, and/or payments made in connection with or arising from your submission of any insurance information through the Site.

10. Prohibited Activities.

You shall not engage in any of the following activities at any time with respect to the Site:  (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Company or its licensors with respect to the Site); (c) the reproduction of the Site, or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Company herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer, or randomly generated content; (g) supplying or publishing any information to or through the Site that is false, misleading, deceptive, or incorrect; (h) any act that constitutes a commercial activity; (i) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (j) the systematic retrieval or copying of any information or content found on or through the Site, or any servers which may host the Site to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (k) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with, or impermissibly access, in whole or in part, the Site, any servers which may host the Site, or any data or content found thereon or therein; (l) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying, or the like in relation to the Site, or any servers which may host the Site; (m) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, or any servers which may host the Site; (n) gain or attempt to gain unauthorized access to computer systems, networks, information, or materials through the Site,  or any servers which may host the Site; or (o) any other act that Company becomes aware of and believes in good faith is improper, illegal, or harmful to the Site, any servers which may host the Site, any person or entity, or the property of any person or entity.

11. Links to Other Sites, Networks, Platforms, Servers, and Applications.

11.1 Linked Technologies.

The Site may contain links to third-party websites, networks, platforms, servers, and/or applications (“Linked Technologies”).  The Linked Technologies are not under the control of Company. The Site contains these links only as a convenience to you.

11.2 Disclaimer About Linked Technologies.

Company is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content).  Company does not make, nor has Company made, any representations or warranties (express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Site links to any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from such Linked Technologies.  If you decide to access any Linked Technologies, then you do so at your own risk.

12. Copyrights of Third Parties.

Company respects the copyrights of others, and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on or through the Site, or from engaging in any activities on the Site, which violate the copyrights of others.  The following procedures shall apply in the event that you or another person or entity alleges that the reproduction, public performance, public display, digital transmission, or other use a work found on the Site infringes your copyright, the copyright of said person or entity, or any other intellectual property right owned by you or said person or entity.  These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By accessing or using the Site you are automatically agreeing to comply with the following procedures.

12.1 Takedown Notice.

To report any materials or information location tools (e.g., hyperlinks) on the Site that refer or link users to an online location containing infringing material or infringing activity on the Site that violate the copyrights of others, you must send Company a written communication that includes substantially the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material, or reference or link to material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, reference or link;
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12.2 Counter-Notice.

If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Site has been removed by mistake or misidentification, and if you have the right to upload, post, distribute or otherwise transmit the material at issue, then you may send Company a written communication that includes substantially the following:

1. A physical or electronic signature of the subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

12.3 Copyright Administrator.

The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the following agent of Company:

Newport Healthcare, Attn.:  Copyright Agent, 3990 Hillsboro Pike Suite 330, Nashville, TN 37215, tel.: (877) 628-3367, e-mail:  inquiries@newporthealthcare.com

13. Availability of Site.

You acknowledge that the Internet is neither owned nor controlled by any one entity. As a result, Company cannot guarantee that any given user will be able to access the Site at any given time. Company may suspend or terminate the function or existence of all or any part of the Site at any time, and without notice or recourse, as Company deems advisable in its sole discretion.  Company shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with the unavailability, suspension or termination of the Site (including, without limitation and by way of example only, refunds, lost claims, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).

14. Security.

Company has security measures in place that seek to mitigate risk and uses reasonable, appropriate and customary procedures and technologies to help protect the confidentiality of any personal information collected through the Site. However, no website can be absolutely protected against intentional or malicious intrusion attempts despite our precautions. Furthermore, Company does not control the Devices, computer or network through which you access the Site or over which you may choose to send personal information, insurance or payment information to the Site, and therefore cannot prevent potential interceptions or compromises to your information while in transit to the Site. Company makes no guarantee as to the security, integrity or confidentiality of any information transmitted to or from the Site. Company is committed to safeguarding your information to the best of its ability but cannot guarantee the security of electronic communications or transmission made over the Internet.

15. Creation and Use of Account.

In order to access or use certain features or functions of the Site, you may be required to establish an account and obtain a login or username and password (“Account Credentials”). You authorize Company to process any account transactions initiated through your Account Credentials and you accept responsibility for all activities that occur under your account. You are solely responsible for maintaining the confidentiality of your Account Credentials. You must immediately notify Company of any unauthorized use of your Account Credentials, and you are responsible for any unauthorized activities resulting from the compromise of your Account Credentials. In no event will Company be liable for the unauthorized use or misuse of your account or Account Credentials.

To the extent you grant another party access to your account by sharing your Account Credentials, you will be responsible for any activities undertaken by such third party through your account. You shall be responsible for any access to or use of the Site by you or any person using your Account Credentials, whether or not such access or use has been authorized by you. Company shall have the right, in its sole discretion, to deactivate your account or reset your Account Credentials if it reasonably determines that suspicious activity or misuse of the account has occurred.

16. Refusal of Products and Services.

Company has the right to refuse its products and services to you (including, without limitation, the Site) if it suspects that you are in any way involved in fraudulent or illegal activity (including, without limitation, the use of stolen credit cards).  Company may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Company believes doing so will prevent a violation of the law or financial loss.

17. Take Down.

Company reserves the right, but not the obligation, to take down or otherwise exclude from the Site without notice or recourse any communications, names, information, communications, ratings, and/or content made or submitted by you or others on or through the Site which Company believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy, or publicity rights of any person or entity; plagiarizing; defamatory, disparaging, embarrassing towards any person or entity; disclosing of confidential, private, or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation, or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.

18. User Representations, Warranties, and Covenants.

You represent, warrant, and covenant to Company that: (a) you are a natural person and of eighteen (18) years of age or older; (b) you have read this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws, which may concern the Site, any servers which may host the Site, or any information, communications, or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in and to the User Content (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity, and rights of privacy), and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Content to allow for your performance and grant of rights hereunder; (h) the User Content is wholly original to you; (i) the User Content does not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Content does not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Content is or will be, or contains or will contain, links to material that is, profane, indecent, obscene, threatening, abusive, illegal, false, misleading, or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) Company is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Company in connection with your access or use of the Site is truthful and accurate; and (o) you are not listed on any United States of America government list of prohibited or restricted parties.

19. Disclaimers and Limitations of Liability.

19.1 General Disclaimer.

Your access or use of the Site is at your own risk.  The Site, the success or performance of the Site, and all information, communications, content, features, products, and services offered, sold, and/or licensed on or through the Site are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis.  Company does not make, nor has Company made any representations or warranties of any kind or nature (whether direct or indirect, oral or written, or express or implied) to you with respect to the Site,  the success or performance of the Site,  or any such information, communications, content, features, products, or services.  Company expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, accuracy, reliability, and performance), and warranties arising from conduct, course of dealing, custom, and usage in trade with respect to the Site, the success or performance of the Site, and any such information, communications, content, features, products, and services.  Company does not make, nor has Company made, any affirmation of fact or promise relating to the Site,  the success or performance of the Site, or any such information, communications, content, features, products or services that has become any basis of this bargain.  There are no warranties (express, implied or otherwise) concerning the Site, the success or performance of the Site, or the Services, or any such information, communications, content, features, products, or services that extend beyond the face of this Agreement.

19.2 Disclaimer About System Delays.

You understand and acknowledge that the Site may be subject to limitations, delays, and other problems inherent in the use of third-party communication networks and facilities that are outside of Company’s control.  Accordingly, Company shall not be responsible for any delays, failures, losses, injuries, liabilities, or damages associated with the Site which result from any system delays, downtimes, interruptions, or other failures of or problems with the Site which are outside of Company’s reasonable control (including, without limitation, scheduled maintenance, or network failure).

19.3 Disclaimer About Certain Information, Communications, and Content.

Any opinions, advice, reviews, statements, offers, or other information, communications, or content found on or through the Site (including, without limitation, by way of hyperlinks) are those of their respective authors, and not necessarily those of Company; thus, they should not necessarily be relied upon.  Such authors are solely responsible for the accuracy of such information, communications, or content.  Company does not guarantee, adopt, or endorse the accuracy, completeness, reliability, or usefulness of any such information, communications, or content, even if Company is the author. Company is not responsible for the accuracy, completeness, reliability, or usefulness of any such information, communications, or content.  Under no circumstances shall Company be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications, or content.

19.4 Disclaimer About Health-Related Statements.

For the avoidance of any doubt, no opinions, advice, reviews, statements, offers, or other information, communications, or content found on or through the Site, or in any marketing or promotional materials concerning Company or the Site (including, without limitation, advertisements, and social media pages), should be construed or relied upon in any manner as medical, psychiatric, or other health-related advice, diagnoses, prescriptions, opinions, or facts, and are not a substitute for the advice or services of a licensed, competent, and reputable healthcare professional who is operating in his/her field of expertise and familiar with you and your medical history and condition.  If you have any questions about any of the medical, psychiatric, or other health-related issues addressed or referenced in or through any of the foregoing channels, then you should consult with an independent, licensed, competent, and reputable healthcare professional who is operating in his/her field of expertise and familiar with you and your medical history and condition.  In the event of a medical emergency, please dial 911 or contact your physician immediately.

19.5 Limitation of Liability.

In no event shall Company or any of Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs, or repair costs) caused by or arising from or in connection with:  (a) your access, inability to access, use, or inability to use the Site; (b) the unauthorized access to or alteration of your information; (c) any statements, content, or conduct of any third party on or through the Site; (d) any hacking, denial of service attacks, data security breaches, or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); (e) any transmission, download, or infection of any software, system, program, file, process, device, application, or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), or network(s); or (f) the fact that you have relied on any information or content found on or through the Site.  If you are dissatisfied with the Site your sole and exclusive remedy against Company and/or Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees is to discontinue your access and use of the Site. In no event shall Company be liable for any special, incidental, consequential, speculative, or punitive damages arising out of or in relation to this Agreement, even if Company has been notified of the possibility of such damages.

19.6 No Injunctive Relief.

If Company breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against Company as a result of such breach or other violation.  For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).

19.7 Consumer Protections.

The disclaimers and limitations set forth in this Section 19 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

20. Release of Claims.

You hereby release and hold harmless Company and Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damages, negligence, or any other legal theory arising from or in connection with the rights and privileges granted or conveyed by you under this Agreement, the User Materials, and/or any elements, derivatives, or marketing of the foregoing.  Further, you waive your right to, and in no event shall you seek to enjoin Company, any of Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees, or any exercise of the rights or privileges granted or conveyed by you under this Agreement (including, without limitation, the User Content).

21. Indemnification.

You hereby agree to indemnify, release, and hold harmless Company and Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Site in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

22. Term; Termination; Survival.

This Agreement is effective beginning when you first access or use the Site and will continue until terminated by Company as set forth herein.  Company may terminate this Agreement and/or your access and use of the Site at any time, for any or no reason, and without notice to you (including, without limitation, if Company believes that you have violated or acted inconsistently with this Agreement).  If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Company, and the following shall survive in perpetuity:  (a) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Company and/or any of Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; and (b) all representations, warranties, covenants, certifications, and indemnifications, and promises made by you under this Agreement.

23. Governing Law.

This Agreement, those additional terms, conditions, and policies referenced herein, and all disputes, controversies, and claims arising from or in connection with any of the foregoing, your access or use of the Site, and/or the Parties’ relationship (whether grounded in contract, tort, statute, law, or equity), shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of California in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis.  For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.

24. Dispute Resolution.

24.1 Binding Arbitration; Waiver.

Each Party hereby irrevocably submits all disputes, controversies, and claims arising from or concerning this Agreement, any additional terms, conditions, or policies referenced in this Agreement, your access or use of the Site, and/or any transactions made through the Site (whether grounded in contract, tort, statute, law, or equity) (collectively, the “Dispute(s)”), to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes.  The arbitration shall be binding, final, and confidential. Each Party acknowledges and agrees that it/he/she is waiving the right to a trial by jury or to participate as the member of a class in any purported class action proceeding

24.2 Arbitration Rules.

The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler.  If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure, and the Federal Rules of Evidence; and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence.  The construction, interpretation, and enforcement of this Section 22 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

24.3 Arbitration Process, Location, and Procedures.

The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules.  The arbitration shall be held in Century City, California.  The arbitration shall be conducted in the English language.  The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration.  All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator.  The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law.

24.4 Arbitration Decisions and Awards.

The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and in any event not more than forty-five (45) days after the close of evidence and briefing.  The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for his/her decision.  The arbitrator shall have no authority to award punitive, exemplary, or consequential damages, unless such an award is authorized by applicable law.  The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law.  Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 24.  Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of California and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction.  Any decision, judgment, ruling, finding, award, or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award, or other determination of the arbitrator shall be filed under seal.

24.5 Arbitration Fees and Expenses.

JAMS’s administrative and filing fees, the arbitrator’s fees and expenses, and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, however, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.

24.6 Litigation; Waiver.

In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the State of California in Orange County, and the federal courts in the Central District of California, Southern Division, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.

25. Miscellaneous.

25.1 Assignment and Delegation.

You shall not assign or delegate any of your rights or obligations under this Agreement without Company’s prior written consent.

25.2 No Waiver.

The failure to require performance of any provision of this Agreement will not affect Company’s right to require performance at any other time after that, nor will a waiver by Company of any breach or default of this Agreement or any provision of this Agreement be a waiver of any subsequent breach or default or a waiver of the provision itself.

25.3 Headings.

Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit, or describe the scope, intent, terms or conditions of this Agreement.

25.4 Severability.

If any term or condition of this Agreement is deemed invalid or unenforceable by an arbitrator with binding authority or a court of law with binding authority, as applicable, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

25.5 Modification of this Agreement.

Company may supplement, amend, or otherwise modify this Agreement at any time. Such supplements, amendments, and other modifications will be posted on this or a similar page of the Site and shall be deemed effective as of their stated effective or modification date.  It is your responsibility to carefully review this Agreement each time you access or use the Site.  You may not supplement, amend, or otherwise modify this Agreement except by a written agreement that is signed by Company in each instance.

25.6 Exclusion of Third-Party Rights.

Except as otherwise set forth in this Agreement, this Agreement is for the benefit of you and Company and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to this Agreement is not subject to the consent of any third party.

25.7 Entire Agreement.

This Agreement, together with those additional terms, conditions, and policies referenced herein, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

26. Notice.

Unless otherwise expressly stated in this Agreement, Company may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Site and shall be deemed effective as of their stated effective date.

27. Contact Us.

Please direct any questions you may have about the Site or this Agreement to any one of the following:

By mail: Newport Healthcare, Attn.:  Support, 3990 Hillsboro Pike Suite 330, Nashville, TN 37215, with a subject line of “Website Question.”

By e-mail: inquiries@newporthealthcare.com, with a subject line of “Website Question.”

The foregoing contact information may change from time-to-time by supplementation, amendment, or modification of this Agreement.

28. Last Modified.

This Agreement was last modified on September 1, 2020.