These Terms of Use (the “Terms”) describe the terms and conditions that apply to your access and use of our website located at https://www.novellia.com (the “Site”), and the products, services, information, tools, and features located on the Site (collectively, the “Services”), as owned and operated by Novellia, Inc., a Delaware corporation (“Novellia”, “we”, “us”, or “our”).

By visiting the Site or using the Services, you agree to be bound by these Terms and Novellia's Privacy Policy. These Terms, including any policies incorporated herein, constitute your agreement with Novellia. If you have been authorized to and are helping another person use the Services, these Terms constitute a legally binding agreement between both the helper (a “Representative”), the person being helped, and Novellia.

Novellia may choose to modify, replace, update or change (collectively, “amend”) the Terms from time to time without prior notice to you. Such amendments will become effective upon posting to the Site, via the Services, or by sending you an email or other notification. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services after the date on which the Terms have changed, you agree to accept all such amendments to the Terms. By accessing the Site or using the Services after any amendment to these Terms, you are agreeing to be bound by the amended Terms and that any content, data, personal health information, and any other information you have provided to us will be subject to the amended Terms and Privacy Policy.

How Not to Accept or Terminate the Services. Please do not access or use the Services if you do not accept the Terms. You can terminate this agreement at any time by contacting us and no longer accessing or using our Services.

Novellia's Services allow you to access your health records in the United States. With your Authorization, Novellia will retrieve, store, and manage your personal health information (“Patient Information”), which includes, but is not limited to: medical records, imaging CDs, self-reported survey answers, test results, demographic information, provider contact details, facility details, dates, and personal contact information about you and your Representative. Novellia's Services include, but are not limited to:

Novellia is an online platform that allows you to access your health records in the United States. While we make sure to have strong quality control on our platform, we cannot guarantee that the content, quality, interpretation, or recommendations contained in your health records, the information provided to us, or contained in your Novellia profile is 100% accurate. Our extraction, analysis, and interpretation of your information is limited by current technology and regulation as well as scientific and medical knowledge, and is subject to change. Nothing can replace an in-person physician visit and we encourage you to share any information you receive via Novellia with your current physician(s) treating your conditions.

By using the Services, you acknowledge and agree that you are aware of and will assume the risks of the limitations of the Services as described below. You agree and accept that:

Our Services are limited to individuals who meet certain criteria and can make certain promises, including:

By using or accessing the Services provided by Novellia or any of its affiliates, you represent and warrant that you will not:

Novellia provides you with access to your personal health information. Novellia may also provide your health information to third-parties for the purpose of advancing research and treatment of health conditions. If Novellia does provide your information to a third party, it will not provide your name, street address, date of birth (but may provide the year), or any other information that may be contained on any government identification documents (your “Identifying Information”). You may also choose to provide access to:

These terms incorporate the Privacy Policy, which can be found at https://privacy.novellia.com/. Please read our Privacy Policy for more information about how we collect, use, share, and protect your personal information. Novellia may choose to modify, replace, update or change the Privacy Policy from time to time without prior notice to you and any such change will be considered a modification of these Terms as stated above. For inquiries relating to the Privacy Policy, please contact us at support@novellia.com.

Novellia's Security Safeguards. We employ physical, technical and administrative safeguards to guard against unauthorized disclosure or access to your personal information. However, you acknowledge that security safeguards, by their nature, are capable of circumvention and Novellia does not and cannot guarantee that personal information about you will not be accessed by unauthorized persons capable of overcoming such safeguards (e.g., hackers) who may use viruses, worms, trojan horses, and other undesirable and malicious data and software to obtain access to or damage our Services.

Your Responsibility for Keeping Your Data Safe. You are responsible for maintaining the confidentiality of your username and password, and for any activities that occur under your username or account. You agree not to provide any other person or entity with any part of or all of your account login information to our Services. You agree to notify us immediately of any unauthorized access to or use of your username or account or any other breach of security. You cannot and will not hold Novellia or its affiliates liable for any loss or damage arising out of your failure to comply with these Terms.

If you submit any feedback, suggestions, or comments (collectively “Feedback”) to us, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license, including any worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. We may use our license to such Feedback to use, copy, modify, create derivative works based on and otherwise use the Feedback for any purpose. At our request and expense, we may ask you to draft documents or take further actions as Novellia may reasonably request to assist Novellia in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback.

You acknowledge and agree that Novellia (or Novellia's licensors, as applicable) owns all legal right, title and interest in and to the content from our Site and Services, including, but not limited to, text, software, images, photos, diagrams, videos, trademarks, logos, features, functionality, and other materials, including intellectual property rights which subsist in the Services or content whether those rights are registered or not, and wherever in the world those rights may exist. The Services and Site, and its content, are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Site or Services cannot be copied, reproduced, redistributed, transmitted, uploaded, republished, or used in any way without express written permission from Novellia.

You acknowledge and agree that by contributing your Patient Information and other data to Novellia or any third party researchers, you waive rights to any results, research, or commercial products that may be developed using your information. You acknowledge that you may not receive any compensation from results, research, or commercial products that involve or make use of your Patient Information.

Our Services may allow you or your Representative to submit, post, publish, display, or transmit content or materials to us, to the Services or to other users or persons (“User Content”). We have no obligations with respect to User Content, and you are solely responsible for all your User Content. We host and provide access to this information for you, as well as tools that allow you to post and share User Content. However, by submitting, posting, or displaying User Content, you give us, and our affiliates, collaborating partners and service providers, and each of their and our respective licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, translate, adapt, reformat, perform, display, distribute and otherwise disclose to third parties any such User Content for any purpose. Please be aware that we cannot control and are not responsible for the distribution of any of your information that you share publicly or with third parties.

You represent and warrant that you: (i) own and control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (ii) your User Content complies with the Terms; and (iii) your User Content is not inaccurate, misleading or false. You agree that if you breach the above warranties, then you are liable to us and indemnify us for any loss or damage we suffer as a result of your breach.

You understand that we may retain, modify, refuse, filter, move, disclose or remove any User Content if we believe that we are required to do so by law, or we deem such retention, disclosure or removal as necessary or appropriate in our sole discretion to (i) comply with our legal obligations or government requests; (ii) enforce the Terms; (iii) respond to claims that any User Content violate the rights of third parties; and (iv) protect the rights, safety, or property of the Services, the public, or other users.

You agree to indemnify, defend, and hold harmless Novellia and its subsidiaries, affiliates, directors, officers, employees, agents, partners, successors, assigns, and contractors from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from your breach of any of these Terms; your activities in connection with the Site and the Services (including any adverse health outcomes); due to or arising out of your User Content you submit, post, or transmit through our Services; or due to or arising out of your disclosure of your personal information or Patient Information or any other information to third parties (for example, by directly downloading and distributing such information, or providing a third party access through our Sharing Key service). You agree to cooperate as reasonably required in the defense of any such claim. Novellia reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle any such matter without the prior written consent of Novellia.

Novellia reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the Novellia features or Services, and (ii) Novellia shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. We are not liable if for any reason all or part of our Services are experiencing a Modification of Service at any time or for any period. This provision is void where prohibited by law, and the right to access the Site or Services is revoked in such jurisdictions.

You understand and acknowledge that Novellia and its affiliates may charge a fee for any different or additional services or technologies not included in your initial purchase of the Services. Your initial purchase of our Services does not entitle you to any different or additional services or technologies Novellia may offer, and you may have to pay additional fees to obtain such future services or technologies.

Either you or Novellia can end this agreement at any time. As needed, we will retain a secure record of your account and data to fulfill legal, contractual, or research obligations.

These Terms will continue to apply until terminated by either you or Novellia as set out in this section.

If you want to terminate your legal agreement with Novellia, you may do so by notifying Novellia at any time in writing, which will entail closing your accounts for all of the Services that you use. Your notice should be sent, in writing, to Novellia's address, which is set out at the bottom of the Terms, or online via support@novellia.com. If you provide notice online, Novellia will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.

We may terminate your use of the Services or any features or services at any time and for any reason without notice for conduct violating these Terms. For example, Novellia will terminate access to the Services if we determine you infringed third party rights or are in breach of the Terms. Upon such termination, you must destroy all materials obtained from this Site or the Services and all copies thereof. The provisions of these Terms concerning security, representations and warranties, assignment, prohibited activities, copyrights, trademarks, disclaimer, limitation of liability, indemnity, dispute resolution, and jurisdictional issues shall survive any such termination. You agree that if your use of this Site or the Services is terminated pursuant to these Terms, you will not attempt to use this Site or our Services, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Novellia and its affiliates harmless from any and all liability that may incur therefore.

THE SITES AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NOVELLIA HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. NOVELLIA, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES OR THE INFORMATION, SERVICES AND MATERIALS CONTAINED THEREIN (I) DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, QUALITY, COMPATIBILITY, SECURITY, ERROR-FREE NATURE, OR USEFULNESS OF ANY INFORMATION, SERVICES AND MATERIALS PROVIDED ON OR THROUGH THE SERVICES; (II) EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY USE OF OR RELIANCE ON THE SITES, CONTENT, OR SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE SITES, CONTENT, OR SERVICES; AND (III) DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NOVELLIA, ITS EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, CONTENT PROVIDERS, OR THIRD PARTIES (COLLECTIVELY, “THIRD PARTIES”), WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR ANY OTHER INTANGIBLE LOSSES (HOWEVER ARISING, EVEN IF NOVELLIA OR ITS THIRD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SERVICES OR ANY CONTENT OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES OR IN CONNECTION WITH OUR SERVICES; (F) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENT; (G) ANY ACTIONS TAKEN BY NOVELLIA OR ITS THIRD PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER NOVELLIA, LAW ENFORCEMENT OR OTHER GOVERNMENT AGENCIES; (H) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY THE INDIVIDUAL OR ENTITY CLAIMING SUCH AUTHORITY.

THE MAXIMUM LIABILITY OF NOVELLIA RESEARCH INC AND ITS THIRD PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE REASONABLE ALLOCATIONS OF RISK AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

While we don't anticipate any disputes arising, to the extent they do we would prefer they be subject to arbitration. Thus, unless within 30 days of accepting this agreement you give us written notice that you do not agree to arbitration, any disputes under these Terms will be subject to arbitration. If, for some reason, we have a dispute and it proceeds in court rather than via arbitration, our dispute will be resolved by a judge, and not involve a class action.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, you understand and agree that any dispute, claim, or controversy arising under or in connection with these Terms, including your use and access to the Services or any other content, including, but not limited to, claims as to whether any services rendered by Novellia or persons employed or engaged by Novellia were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration under the American Arbitration Association's (“AAA”) Commercial Arbitration Rules and Mediation Procedures and Consumer-Related Disputes Supplementary Procedures, and not by a lawsuit or resort to court process, except for judicial review of arbitration proceedings that may be required by law. Each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. It is your responsibility to pay any AAA filing, administrative and arbitrator fees as set forth in the AAA Rules.

You acknowledge and agree that both parties to the Terms waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. The parties further agree that the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate. Any such controversy or claim shall be arbitrated on an individual basis, unless both parties otherwise agree in writing.

If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Novellia will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules and will be administered by the International Court of Arbitration of the International Chamber of Commerce.

You may cancel this agreement to arbitrate by giving written notice to Novellia within 30 days of the date of your acceptance. Should you choose to withdraw from the arbitration provision, all other provisions of the Terms shall remain in full force and effect.

If for any reason a claim proceeds in court rather than arbitration, each party waives any right to a jury trial.

You have one year to bring a claim or dispute under these Terms.

Any claim under the Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred; claims made under the separate terms and conditions of purchase for goods or services are not subject to this limitation. This arbitration agreement will survive the termination of your relationship with Novellia.

Please feel free to contact us any time at support@novellia.com!

If there are any questions regarding Novellia or the Terms, please contact us at 35 W 31st Street Frnt 1, PMB 223, New York, NY 10001.