TERMS AND CONDITIONS

BY CLICKING “I AGREE” WITH RESPECT TO THESE TERMS AND CONDITIONS, OR ELECTRONICALLY SIGNING THESE TERMS AND CONDITIONS AND/OR OTHER AGREEMENTS OR DOCUMENTS PROVIDED TO YOU VIA THE Nxt Lvl Health INSURANCE ONLINE SERVICES, AND/OR YOUR OTHERWISE ACCESSING AND USING THE Nxt Lvl Health INSURANCE ONLINE SERVICES, YOU (“YOU” OR “USER”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THIS “AGREEMENT”).  IF YOU DO NOT AGREE TO THIS AGREEMENT, CLICK “I DON’T AGREE” AND DO NOT ACCESS OR USE THE ONLINE SERVICES.

 

This Agreement is a legal agreement between you and Nxt Lvl Health, Inc. (“Nxt Lvl Health,” “we” or “us”) for the use of the Nxt Lvl Health website and online services (collectively, the “Online Services”) as an online service provided from Nxt Lvl Health’s designated servers. You represent and agree that you are over the age of eighteen (18) and have the capacity and authority to bind yourself to the terms of this Agreement and agree to be bound by the terms of this Agreement.  If you register to use or use the Online Services on behalf of an entity, you represent and warrant that you have legal authority to bind such entity to these Terms, and in such event the terms “you” and “your” also refer to such entity, except that if you do not have actual legal authority to bind such entity, you are and shall be personally bound and liable under the Agreement and you agree to indemnify Nxt Lvl Health with respect to any claims, losses, expenses (including, without limitation, legal expenses), damages or other liability (collectively, “Claims”) arising or resulting therefrom.  Nxt Lvl Health shall not have any liability for any Claims arising or resulting from reliance on any representation, warranty, agreement, instruction, notice or communication received from you whether on your own behalf or on behalf of such entity.

 

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND Nxt Lvl Health, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT AND/OR YOUR USE OF THE ONLINE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES EXCLUSIVELY IN MIAMI, FLORIDA, AND YOU HEREBY EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST Nxt Lvl Health INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

 

• Introduction. Nxt Lvl Health is a Florida-based insurance agency that provides comprehensive benefits administration and management services to agents, associations and insurance carriers nationwide. The licensed third-party call center agents that use the Online Services sell various insurance and non-insurance products to consumers throughout the United States. All sales are conducted telephonically and include an electronic signature or a recorded verification script which is required with each sale. The purpose of this electronic signature and recorded verification call is to ensure that the customer understands, among other things, what product they are purchasing, what benefits are included with that product, how much they are paying at the initial time of sale, how much they will pay monthly thereafter, and that all subsequent monthly payments will be automatically drafted from the credit or banking account provided by the customer. Each customer agrees that they are signing up for benefits or services that include an automatic recurring payment plan. Each customer expressly authorizes Nxt Lvl Health to automatically debit their bank account or credit card on the payment due date provided to collect any and all fees and any applicable association membership dues for their applicable association membership.

 

• Products and Services. Nxt Lvl Health provides the Online Services through which you can research and obtain information related to various insurance policies provided by third party insurance companies and other products and services offered by associations that you pay to join as a member, and/or products and services provided by other third parties. Some associations offer limited benefit insurance products and product or service discount packages as part of their membership, which are provided by them when you pay to become a member of the applicable association. For some, the benefits are bundled with the membership. For others, the insurance and other products are charged separately from the association membership. Additional information regarding the applicable associations and insurance and other products and services, including their forms, documentation requirements and contracts, is provided by the applicable associations as part of your enrollment with the applicable associations. You are required to agree to their terms and agreements when enrolling in the applicable associations and/or purchasing products and services provided by the associations or third parties.

 

By accessing and using the Online Services, you consent and agree to be contacted by us and third party insurance agents and/or association representatives or other third party product and service providers about the products and services set forth herein and any other ancillary products and services. Information set forth on the Online Services or any linked websites is provided only for general information purposes, is not intended to be a contract, a solicitation or an offer to sell in connection with any product or service, nor is the information a complete description of all terms, conditions and exclusions applicable to the products and services described.

 

All products and services referenced on the Online Services are subject to change at any time without notice. All products and services may or may not be appropriate for any particular consumer and the circumstances that may apply to the consumer. Accordingly, Nxt Lvl Health does not endorse or recommend any product of service for any particular consumer and cautions that each consumer to research and assess whether the products and services referenced on the Online Services or any linked website are appropriate for the consumer and his or her needs.  You are not required to buy any product or service identified on the Online Services or any linked website. Nothing herein shall be deemed to be advice to any consumer as to the appropriateness of any product or service for the consumer.

 

• Insurance Products and Services. Nxt Lvl Health is not an insurance company. It introduces users to insurance and related products offered by third parties. It also refers consumers to licensed independent insurance agents. These insurance agents are not employed by, or affiliated with Nxt Lvl Health, and Nxt Lvl Health is not liable for their conduct and representations. All insurance policies, contracts, plans and product benefits, coverages, exclusions, premium and other fees are subject to the terms, exclusions, limitations and conditions of the actual insurance contract and any related forms provided by the applicable insurance company at the time of purchase, and shall not be deemed to be modified, supplemented or otherwise changed by any information set forth on the Online Services or any linked website. For complete descriptions of the terms, conditions and exclusions of insurance coverage or other products or services, please contact a licensed insurance agent and/or refer to the additional terms, conditions, notices and other documentation provided by the applicable insurance company. Unless expressly stated otherwise, the insurance products and services do not comply with the Affordable Care Act (“ACA”). The Non-ACA health plans are short term medical plans, hospital indemnity and ancillary health plans. The insurance products and services offered through the Online Services and any linked websites are issued by various insurance companies and are not be available in all states. Not all applicants will qualify for coverage.

 

You can obtain more information about insurance products by contacting a licensed insurance professional. Availability of premium rates and policy forms may be changed by each insurer without prior notice. Neither the Online Services, nor any linked website, shall be deemed to provide tax or legal advice regarding the products or services presented. You should consult your own tax, legal and other advisors before purchasing an insurance product. WE DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION ON THE ONLINE SERVICES OR ANY LINKED WEBSITES REGARDING ANY INSURANCE POLICY, CONTRACT, PLAN, PRODUCT OR PREMIUM AND FEES RELATED THERETO IS ACCURATE OR COMPLETE AND YOU SHOULD REFER TO EACH INSURANCE COMPANY’S DISCLOSURES, ILLUSTRATIONS, SUMMARIES, AND PRODUCT DESCRIPTIONS FOR SPECIFIC INFORMATION.  DO NOT CANCEL ANY EXISTING INSURANCE UNTIL YOU RECEIVE WRITTEN CONFIRMATION FROM THE INSURANCE COMPANY TO WHICH YOU ARE APPLYING THAT YOUR NEW POLICY IS IN EFFECT.

 

• Usage, Accounts and Registration. You can browse products and services without registering, but in order to purchase any product or service you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You represent and warrant that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You agree to: (a) create only one account (unless specifically approved by Nxt Lvl Health in writing); (b) provide accurate, truthful, current and complete information for your account; (c) maintain and promptly update your account information and payment method information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and otherwise not permitting third parties to access or use your account; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account at: [email protected] ; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all purchases and other transactions or activities that occur under your username and password, whether or not you have authorized the activity, and indemnify Nxt Lvl Health with respect to any Claims arising from or related to any use of your account, whether authorized or unauthorized. If you purchase any products or services via the Online Services, you authorize Nxt Lvl Health and/or the applicable third party suppliers and their designated payment processors to store and use your payment information and other related information for payment processing purposes. Nxt Lvl Health reserves the right, exercisable as it determines in its sole and absolute discretion, to suspend, disable or terminate access to your account based on suspected or actual unauthorized use or other violation of this Agreement or any of the other agreements, terms and conditions applicable to any products or services you purchase or otherwise use via the Online Services. If you access the Online Services from outside the United States, you consent to the transmission and/or transfer of data relating to your user account and communications and transactions relating to Products purchased via the Online Services across all applicable international boundaries. ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY INSURANCE COMPANY OR OTHER PERSON SUBMITS AN INSURANCE APPLICATION OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE, INCOMPLETE OR MISLEADING INFORMATION MAY BE COMMITTING A CRIME AND MAY BE SUBJECT TO CIVIL OR CRIMINAL PENALTIES.

 

By providing us with a telephone number and other contact information when registering for an account, you agree to receive communications, including via-email and calls (including text messages and calls made using an autodialer or prerecorded voice message), from us or on our behalf (or our affiliates and our or their respective employees, contractors, agents, business partners or other third parties permitted to receive your information under Nxt Lvl Health’s Privacy Policy) at the email address or telephone number you provided, even if that number is on a National or State Do Not Call List. These calls may be for information and marketing purposes, such as to provide you with information about products and services and your insurance options, for assistance with applications, and to provide reminders of deadlines. You are not required to provide your consent to these calls as a condition of any purchase on or through the Online Services, and you may revoke any consent for marketing messages, phone calls or text messages as described below. Standard text messaging and telephone minute charges applied by your cell phone carrier will apply.

 

Opt-Out. IF YOU WISH TO OPT OUT OF MARKETING EMAILS, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. IF YOU WISH TO OPT OUT OF TEXTS, YOU MAY REPLY STOP FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF MARKETING CALLS OR CALLS TO A WIRELESS NUMBER, THEN YOU MAY MAKE A DO NOT CALL REQUEST EITHER DURING A CALL YOU RECEIVE FROM US OR BY CALLING BACK THE PHONE NUMBER PROVIDED DURING THE CALL. TO OPT OUT OF SUCH TEXTS OR PHONE CALLS, YOU MAY ALSO EMAIL US AT [email protected] WITH A REQUEST TO STOP RECEIVING SUCH TEXTS OR CALLS AT A SPECIFIED PHONE NUMBER.  You understand and agree that you may: (i) continue to receive communications while we process your opt-out request, (ii) receive a communication confirming the receipt of your opt-out request, and (iii) after opting out of receiving marketing messages, continue to receive certain non-marketing communications by email or to a non-wireless number, such as confirmations or updates related to your account, insurance application or policy, or transactions through the Service. [You may correct or update your contact information, by contacting us at [email protected] or by mail at 1718 N University Dr. Coral Springs, FL 33071. Additionally, once you have created an account with us online, you may update your name, email address, phone number (if part of your account) and password by clicking signing in using your email address and password.]

 

• User Authorization and Responsibilities. For good and valuable consideration, the sufficiency of which is hereby acknowledged, and subject to your compliance with the terms of this Agreement, Nxt Lvl Health grants you a limited, nonexclusive, nonsublicenseable, nontransferable and revocable authorization: (a) if you are an insurance agent or broker, to access and use the Online Services solely for your own insurance practice operational use for the applicable business for which you are authorized to use the Online Services; and (b) if you are a customer, to access and use the customer interface features of the Online Services for interaction with the applicable insurance or other service provider for which you are authorized to use the Online Services. All other rights not expressly granted above are reserved by Nxt Lvl Health. This Agreement applies to both insurance agent and consumer users except as otherwise stated.

 

You shall not allow any unauthorized access to or use of the Online Services and shall maintain the confidentiality of all usernames, passwords, API keys, and similar access credentials. You will be solely responsible for any and all activity or use of the Online Services by you or otherwise under your User account.  You will notify Nxt Lvl Health promptly upon becoming aware of any unauthorized access to or use of the Online Services. You will use the Online Services only in accordance with the terms of this Agreement (as may be amended from time to time by Nxt Lvl Health), applicable policies, laws and other legal requirements and third party contractual requirements. Insurance agent and broker users shall comply with all applicable laws and other legal requirements in the conduct of their business and provision of their services, including without limitation, all applicable laws, regulations, and obligations relating to insurance or other services, privacy, data protection, consumer protection and advertising.  You shall not:  (a) sell, resell, rent, lease, license, transfer, assign, distribute, or otherwise commercially exploit the Online Services, or make the Online Services available to any third party on a service bureau, application service provider or other basis; (b) use the Online Services to store or transmit malicious code; (c) interfere with or disrupt the integrity or performance of the Online Services or third-party data contained therein; or (d) attempt to gain unauthorized access to the Online Services or their related systems or networks or any other subscribers’ or users’ account or data.  You shall not impersonate another user or provide false identity information to gain access to or use the Online Services.  You are responsible for moderating and controlling the data and content you provide or display as part of the Online Services. You shall be solely responsible for the accuracy and completeness of all user data and content provided by you in connection with the Online Services.

 

Nxt Lvl Health does not warrant the correctness, completeness, merchantability or fitness for a particular purpose of any such data or content transmitted through the Online Services, and you shall hold Nxt Lvl Health harmless from any and all claims arising out of any use or dissemination of any such user data or content, except to the extent such claims are the direct proximate result of Nxt Lvl Health’s gross negligence or willful misconduct. Nxt Lvl Health may remove, modify or otherwise discontinue providing any products or services and/or any content on the Online Services at any time with or without cause and with or without notice, without any liability.  Information obtained via the Online Services is for your personal or internal business use only and may not be further reproduced, published, transmitted or disseminated without Nxt Lvl Health’s prior written consent.

 

As a condition of your use of the Online Services, you represent, warrant and covenant to Nxt Lvl Health that you will not use the Online Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Online Services in any manner that could damage, disable, overburden, or impair the Online Services or interfere with any other party’s use and enjoyment of the Online Services.  By way of example, and not as a limitation, you agree that when using the Online Services and when submitting any information or content to the Online Services, you will not:

 

• Use a robot, spider or other automated device, process or means to access or use the Online Services, or defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

 

• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

 

• Send viruses, corrupted files, or any other similar software or programs that may damage the operation of the Online Services or third party systems.

 

• Send false or misleading information, including, without limitation, any information provided in connection with ordering any products or services.

 

• Send messages that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary authorizations.

 

• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any products or services or other material that is provided to or by you via the Online Services.

 

• Restrict or inhibit any other user from using and enjoying the Online Services.

 

• Scrape or otherwise copy any images or other content on the Online Services or harvest or otherwise collect information about others, including contact information such as e-mail addresses, for the purpose of building “contact” or “lead” lists.

 

• Violate any applicable laws or regulations.

 

Nxt Lvl Health shall have no obligation to monitor the usage of the Online Services. However, Nxt Lvl Health reserves the right to review any communications or submissions directed to the Online Services and to remove any of same in its sole discretion.  Nxt Lvl Health reserves the right to terminate your access to the Online Services at any time without notice for any reason whatsoever.  Nxt Lvl Health further reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials presented on the Online Services are subject to limitations on usage, reproduction and/or dissemination.  You are responsible for adhering to such limitations.

 

You may not use the Online Services or their content to send unsolicited e-mail to any recipient that has not specifically made its e-mail available for such purposes.  The forwarding or propagation of chain letters of any type (including charity requests or petitions for signatures) is prohibited.  “Mailbombing” (i.e., flooding the Online Services with large or numerous e-mail messages) is prohibited.

 

The products and services provided via the Online Services are for purchase by consumers as the end user of the products or services and not for resale or other redistribution.  You agree that you shall not re-sell or distribute the products or services to any third party via other online or physical point of sale, whether operated by you or a third party.

 

• Usage Limitations. You shall not: (a) modify or make derivative works based upon the Online Services; (b) reverse engineer the Online Services; (c) otherwise access or use the Online Services in order to: (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Online Services; (iii) copy any ideas, features, functions or graphics of the Online Services; (iv) violate U.S. Department of Commerce export administration regulations for the Online Services; or (v) disclose Online Services performance benchmark results to a third party. User credentials cannot be shared or used by more than one individual User.

 

• All purchases of products or services via the Online Services are and shall be subject to this Agreement and the additional agreements and terms provided by the provider of the applicable products and services and you agree to such agreements with respect thereto. Prices are subject to change at any time, and such changes or modifications shall be posted online on the Online Services and shall be effective immediately without need for further notice to you. If a product or service is listed at an incorrect price, we reserve the right to correct the price and cancel the order for the applicable product or service at the incorrect price, and you are required to pay the correct price in order to purchase the applicable product or service. Resale of any products or services via any online point of sale or other means is prohibited without the specific prior written permission of Nxt Lvl Health.

 

• Payments. If you purchase products or services that have recurring payments, you acknowledge and agree that you are agreeing to an automatic recurring payment plan. By submitting an order via the Online Services, you agree to purchase and pay for the ordered products or services, including all sales tax and other taxes related thereto other than our income taxes. You expressly authorize Nxt Lvl Health to automatically debit your bank account, credit card, debit card or other payment method provided by you on the payment due date provided to collect any and all fees and charges for insurance and other products or services as well as any applicable association membership dues for their applicable association membership(s). All payments shall be in U.S. dollars. In addition, you acknowledge and agree that you shall pay and be solely responsible for payment of and Nxt Lvl Health may charge you for any applicable taxes, duties and other regulatory or governmental charges. In the event that a governmental authority determines that taxes are due after a sale has been completed, you agree that we may invoice you for such taxes after the sale and you agree to pay same. All payments are non-refundable unless otherwise expressly stated otherwise herein or in the applicable additional agreements, terms and conditions for the particular products or services provided by third parties. You acknowledge and agree upon the association membership effective date you will pay the initial payment amount (this is comprised of the first month’s membership dues plus a one-time, refundable association membership processing fee). You also acknowledge and agree that the monthly association membership dues will be automatically charged every month from the credit card, debit card or bank account or other payment method that you provide to us. If the effective date falls on a weekend or holiday, they understand that the payments may be executed on the prior business day. Further, you represent and warrant that you are the holder of the credit card, debit card or bank account or other payment method provided.

 

You agree to keep your payment method information complete, accurate and current at all times, and agree to promptly update all such information as necessary for the processing of all payments that are due to Nxt Lvl Health. You agree to promptly notify Nxt Lvl Health if your specified payment method is closed or otherwise terminated or if you become aware of a potential breach of security related to your payment method. Your designated payment method will continue to be used unless and until Nxt Lvl Health receives written notice of a change and you shall pay all such charges.  In the event that we receive changes to your payment method information, you authorize us to use such changed payment method information to charge applicable subscription fees and/or other fees and charges.

 

You appoint Nxt Lvl Health as limited payment collection/processor agent and authorize Nxt Lvl Health to receive, collect and disburse payments (“Transaction Funds”) for transactions entered into between you and the applicable insurance company, association or third party service provider.  Transaction Funds include, but are not limited to, (i) product or service costs or charges and/or third party association membership fees, (ii) Nxt Lvl Health or other third party service fees, (iii) taxes and other government fees (including, without limitation, duties, tariffs or government charges) and (iv) other applicable charges for the products or services you purchase via the Online Services.  Nxt Lvl Health takes receives payments of Transaction Funds and disburses those funds appropriately.  Nxt Lvl Health assumes no liability for any acts or omissions of payees or payors, you or any other person. Nxt Lvl Health assumes no liability or obligation for any funds not collected or paid or any obligations owed by you or others.  You acknowledge and agree that Nxt Lvl Health is not a party to, and has no duties or obligations under, the agreement between you and any insurer, insurance agent, association or other third party. If you do make a payment properly, or if Nxt Lvl Health cannot properly charge a credit card, debit card, account or other payment method on file with it, or any other payment method for any reason, Nxt Lvl Health expressly reserves all rights under applicable law to recover payment as well as all of its costs and expenses incurred, including reasonable attorneys’ or other professionals’ fees, in pursuing such payment(s). You acknowledge and agree that you are and shall be solely responsible for complying with any and all applicable laws, regulations and other legal requirements and obligations related to your use of the Online Services and your purchases, payments and agreements with third parties. You acknowledge and agree that Nxt Lvl Health does not act as a representative, agent or attorney for you or any third party with respect to compliance with any legal requirements and you shall take all actions necessary for such compliance, including, without limitation (i) verification of and compliance with legal restrictions applicable to the transaction(s), goods and parties involved and obtaining any necessary licenses, clearances or other authorizations from governmental authorities, and (ii) filing or submitting any required certifications, documents or forms before the relevant governmental authorities.

 

If Nxt Lvl Health uses a third party payment processing service provider, you agree to comply with the terms and conditions of use of such payment processing service provider. If payment is not received by Nxt Lvl Health or is cancelled, stopped or otherwise reversed or charged back against Nxt Lvl Health you agree to directly pay all amounts due upon Nxt Lvl Health written demand for same, via wire transfer or other immediately available funds. If for any reason Nxt Lvl Health is unable to charge your credit card or other payment method for the full amount owed for purchased products or services, or if Nxt Lvl Health receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your credit card or other payment method, you agree that Nxt Lvl Health may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate suspension of your account and/or cancellation, without notice to you, of any products or services.  Nxt Lvl Health also reserves the right to charge you reasonable additional service fees for (i) additional time and/or costs Nxt Lvl Health may incur as a result of your noncompliance with this Agreement (as determined by Nxt Lvl Health in its sole and absolute discretion); (ii) third party or other claims relating to your use of the Online Services or purchase or use of any products or services; (iii) recouping any and all costs and fees, including, without limitation, the cost of products or services, incurred by Nxt Lvl Health due to chargebacks or other payment disputes or charged by your bank or credit card or other payment processor. These additional service fees will be billed to the credit card or other payment method you have on file with Nxt Lvl Health. Past due payments shall accrue interest at the rate of one and one-half percent (1 1/2%) per month or the applicable maximum legal rate, whichever is less, until the past due balance together with accrued interest has been paid in full. You agree that if any such charge is dishonored, whether with or without cause and whether intentionally or inadvertently, none of Nxt Lvl Health, or the insurance carrier, the bank or credit card company shall be under any liability whatsoever even though it may result in forfeiture of your insurance or other benefits or products or services. You agree that Nxt Lvl Health is authorized to contact you via phone, text or email regarding payments.

 

• Returns; Refunds; Cancellation Policy. You may cancel your membership with an association and/or any insurance product or service within thirty (30) days of the applicable purchase by contacting Nxt Lvl Health by email to [email protected], or by calling Nxt Lvl Health at (888) 511-8329 to request cancellation. You may cancel/terminate the recurring scheduled payments for insured and non-insured products purchased at any time by notifying Nxt Lvl Health in writing at least three business days prior to the next scheduled payment date by sending an email to [email protected] or call customer Services at (888) 511-8329. YOU MUST EMAIL Nxt Lvl Health AT THE ABOVE-SPECIFIED EMAIL ADDRESS OR CALL Nxt Lvl Health AT THE ABOVE-SPECIFIED PHONE NUMBER IN ORDER TO CANCEL/TERMINATE. IF YOU CONTACT Nxt Lvl Health BY OTHER MEANS FOR CANCELLATIONS,THE CANCELLATION WILL NOT BE EFFECTIVE. Refunds are subject to review; if claims have been submitted and are in process, a refund may not be applicable. Coverage will be cancelled as of the effective date and premium will be returned less any claims paid.

 

IF YOU DO NOT TERMINATE OR CANCEL YOUR MEMBERSHIP OR RECURRING PAYMENT ARRANGEMENT AS PROVIDED ABOVE PRIOR TO THE END OF THE THEN CURRENT APPLICABLE MEMBERSHIP OR PAYMENT PERIOD, YOUR MEMBERSHIP AND/OR RECURRING PAYMENT ARRANGEMENT WILL BE AUTOMATICALLY EXTENDED AT THE END OF THE THEN CURRENT PERIOD FOR ANOTHER FULL PERIOD OF THE SAME DURATION AS THE IMMEDIATELY PRIOR PERIOD AT THE THEN CURRENTLY APPLICABLE FEE RATES PLUS ANY APPLICABLE TAXES.  YOU ACKNOWLEDGE AND AGREE THAT YOUR PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED FOR SUCH CHARGES, AND ANY OTHER FEES OR CHARGES THAT ARE DUE AND PAYABLE PLUS ANY APPLICABLE TAXES, UPON EACH SUCH AUTOMATIC RENEWAL. YOU ACKNOWLEDGE THAT YOUR MEMBERSHIP AND RECURRING PAYMENT ARRANGEMENT IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF THE APPLICABLE MEMBERSHIP FEES OR OTHER CHARGES CHANGE.

 

TERMINATION OF ASSOCIATION MEMBERSHIPS, INSURANCE AND OTHER PRODUCTS OR SERVICES PURCHASED VIA YOUR ACCOUNT WITH THIRD PARTIES IS SUBJECT TO COMPLIANCE WITH THE THIRD PARTY’S APPLICABLE TERMS AND CONDITIONS IN ADDITION TO THIS AGREEMENT.

 

Nxt Lvl Health will also honor any other cancellation rights that may be available to you under applicable law.

 

• Intellectual Property Ownership. Nxt Lvl Health alone (and its licensors, where applicable) owns and shall own all right, title and interest, including all related intellectual property rights, in and to the Online Services and any other software or other work of authorship, invention, trade secret or other intellectual property owned or provided by Nxt Lvl Health. The Agreement is not a sale and does not convey to you any rights of ownership in or related to the Online Services or the intellectual property rights owned by Nxt Lvl Health. Nxt Lvl Health reserves all right, title and interest in and to the Online Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein, whether by implication, estoppel, or otherwise. All enhancements, modifications, and derivative works made to the Online Services (collectively, the “Derivatives”), and all intellectual property rights therein, shall be owned by Nxt Lvl Health, whether or not such Derivatives are made at you request or instruction. You hereby irrevocably assign to Nxt Lvl Health all right, title and interest in and to the Derivatives, including all intellectual property rights therein that may inure to you.

 

• License to User Data and Content Submissions; Suggestions. By registering, posting, uploading, inputting or otherwise submitting your contact information or other information to the Online Services, you grant to Nxt Lvl Health and its contractors and their respective affiliated companies permission to use such information in connection with the operation of the Online Services and marketing of products and services to you and fulfilling orders for the products and services placed by you, including contacting you and sending you emails and other communications, including, without limitation, the rights to: copy, distribute, transmit, reproduce, edit, translate and reformat such information as part of marketing of products and services to you based on your expression of interest and request to be contacted. No compensation will be paid with respect to the use of such information. Said permission is transferable by Nxt Lvl Health to an acquirer in connection with a business or asset sale.  Nxt Lvl Health is under no obligation to post or use any information you may provide and may remove any such information at any time in its sole discretion.  By posting, uploading, inputting, providing or submitting such information, you represent and warrant that you are of legal contracting age, that you own or otherwise control all of the rights to such information as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such information and that such information does not infringe or otherwise violate any third party intellectual property or other right.  Always use caution when giving out any personally identifying information about yourself or your children via any website.  Nxt Lvl Health does not control or endorse the content, messages or information found in any communication sent by you to the Online Services or to you from any third party and, therefore, Nxt Lvl Health specifically disclaims any liability with regard to such communications and any actions resulting from your participation in any such communication. You hereby grant to Nxt Lvl Health a non-exclusive, worldwide, royalty-free right and license to receive, retrieve, process, administer, transmit and otherwise use any user data or content as necessary to provide the Online Services in accordance with this Agreement, or as required by court order or applicable law or other legal requirement.  As between Nxt Lvl Health and you, all such User data and content are owned exclusively by you.  User data and content shall be considered “Confidential Information” subject to the terms herein.  Nxt Lvl Health may also access User data and content to provide data administration services and to respond to Online Services or other technical problems. You may, but are not obligated to, provide suggestions, enhancement requests, recommendations or other feedback provided (collectively, “Suggestions“) regarding the Online Services.  You hereby grant to Nxt Lvl Health a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute and exploit such Suggestions, and to use and incorporate Suggestions into the Online Services and/or its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, you or any other person or entity.  Nxt Lvl Health shall own all intellectual property and other rights, title and interests with respect to any software, service or other work product created by Nxt Lvl Health based on or using any Suggestions.

 

• Security. You may not tamper with the Online Services, commit unauthorized intrusion into any part of Online Services or use the Online Services to intrude into any other site. Acts of interference, including but not limited to, password cracking, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.) are prohibited. You acknowledge and agree that the Online Services may be inaccessible or inoperable from time to time due to maintenance, upgrades, hardware or software malfunctions or failures, Internet or other telecommunications issues, system or network congestion, third party attacks or other issues and Nxt Lvl Health shall have no liability with respect thereto.

 

• Confidentiality; Healthcare Law Compliance; Use of Non-Personally Identifiable Data. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). You acknowledge and agree that the Online Services and their software, design, functionality and features constitute trade secrets within the Confidential Information owned by Nxt Lvl Health, in addition to other business, proprietary and/or otherwise non-public information pertaining to Nxt Lvl Health. User health/healthcare information, online payment information and other User non-public information that is stored on Nxt Lvl Health servers is considered to be User Confidential Information. A party’s Confidential Information includes, without limitation, non-public business, financial, employee, technical and customer information, trade secrets and other proprietary information, personal information, Protected Health Information (as defined below) and other information marked confidential or of a type or nature that is reasonably considered to be confidential, but shall not include information which: (a) is or becomes a part of the public domain through no act of omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party; or (e) is required to be disclosed by applicable laws or regulations or by an order of a court of competent jurisdiction or other legal process, provided that in the event of a compelled disclosure the party required to make such disclosure shall if reasonably practicable and permitted under applicable law, provide notice to the other party as early as practicable prior to such disclosure in order to enable the other party to contest and/or attempt to limit the extent of such disclosure. The parties agree, both during the term of this Agreement and for a period of two (2) years after termination of this Agreement (or if a longer period is required under applicable laws, for such longer period), to hold each other’s Confidential Information in confidence, except that with respect to information constituting “trade secrets” as defined under the Uniform Trade Secrets Act the obligations hereunder shall continue for as long as such information continues to constitute trade secrets. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the use or provision of the Online Services, as applicable, and the implementation of the Agreement. Each party agrees to take reasonable steps to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or contractors in violation of the provisions of this Agreement.

 

Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder, including, without limitation, applicable state and federal physician self-referral and anti-kickback laws and regulations, as well as the Health Insurance Portability and Accountability Act of 1996, as amended, and the rules promulgated thereunder (including the Standards for Privacy of Individually Identifiable Health Information) (“HIPAA”). You may be asked to provide certain information about you to Nxt Lvl Health in connection with registering to use and using the Online Services. By submitting personal or other information to Nxt Lvl Health, you authorize Nxt Lvl Health, its employees, agents and others operating on its behalf to use and/or disclose such information as necessary for your use of the Online Services.  If you provide to Nxt Lvl Health any personal health or health-related information which constitutes “Protected Health Information” as defined under HIPAA, you give your permission to Nxt Lvl Health to retain your Protected Health Information and to use and/or disclose your Protected Health Information as necessary for your use of the Online Services, and as otherwise required by law, court order or other legal requirement.  Nxt Lvl Health will only use and disclose your Protected Health Information as permitted in Nxt Lvl Health’s agreements with your insurer or healthcare provider(s) that are the subscriber(s) for the Online Services through which you use the Online Services and applicable laws, court orders or other legal requirements.

 

Notwithstanding any other provision in the Agreement, Nxt Lvl Health own and have the right to gather, retrieve, compile, store, retain, use, sell, license, transfer or otherwise exploit all information that is not “Protected Health Information” as defined under HIPAA or other “personally identifiable data” and cannot be used, alone or in conjunction with other information, to identify any specific person, relating to use of the Online Services for research, quality control, product development and refinement, commercial and other purposes as determined by Nxt Lvl Health without a duty to account to or obtain consent from User or any third party.  Nxt Lvl Health may use such information as may be reasonably necessary in connection with performing, providing, developing, enhancing, supporting, and maintaining the Online Services and in connection with the creation of any information or data derived from use of the Online Services (including, without limitation, metrics and analytics related to such use), including as may be required to develop, deliver and provide ongoing innovation to the Online Services.

 

• Export Control and Other Legal Compliance. You represent and warrant to Nxt Lvl Health that you will not access or use the Online Services where prohibited. You shall not use or otherwise export or re-export the Online Services except as authorized by United States law and the laws of the jurisdiction in which the Online Services was obtained. In particular, but without limitation, the Online Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Online Services, you represent and warrant that you are not located in any such country or on any such list. By using the Online Services you represent and warrant that you and your actions with respect to the Online Services and any products or services that you purchase and/or agreements you enter into with third parties are and shall remain in compliance with all such legal requirements and you agree to indemnify, defend and hold Nxt Lvl Health and its affiliates and its and their respective officers, directors, employees and other representatives harmless from and against any claim, fine, penalty, cost or expense (including, without limitation, attorney’s fees and other legal expenses) or other liability or obligation arising from any noncompliance with such legal requirements.

 

• Third Party Systems, Software, Services and Content. Your use of third party systems, software, services or content is subject to licensing terms separately provided for same, or if separate licensing terms are not provided for such third party software or services, you must accept the terms of this Agreement agreeing to be bound by this Agreement with respect to same and acknowledging that the use restrictions, limitations of liability and other terms hereof apply to same as if part of the Online Services for the benefit of Nxt Lvl Health, its licensors and such third parties with respect to same. You acknowledge and agree that Nxt Lvl Health is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any third party systems, services, products, websites or content accessed or used using the Online Services. Nxt Lvl Health does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party systems, services, products, websites or content.

 

Use of the Online Services requires Internet access and may be subject to additional third party terms, conditions, fees and/or charges relating to use of third party systems or services, including, without limitation, fees and other charges imposed by your mobile communication service carrier, Internet service provider or other telecommunications product or service provider.  You hereby accept any such additional terms and conditions and shall be solely responsible for payment of any such fees and/or charges with respect to such third party systems or services used in connection with the Online Services. To the extent you choose to access such services or systems, you do so at your own risk and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Nxt Lvl Health and/or its licensors reserve the right to change, suspend, remove, or disable access to third party services or systems via the Online Services at any time without notice. In no event will Nxt Lvl Health be liable for any such change, suspension, removal of or disabling of access to any such third party services or systems via the Online Services.

 

• Termination. Your authorization to access and use the Online Services is effective until terminated. Either party may terminate this Agreement or suspend access to and use of the Online Services at any time with or without any reason. Accounts that are not actively used may be deactivated by Nxt Lvl Health, subject to reactivation if requested and authorized. Your authorization to access and use the Online Services will terminate immediately without notice from Nxt Lvl Health if you fail to comply with any provision of this Agreement, and upon termination of the agreement between Nxt Lvl Health and the insurance or other services provider with which you use the Online Services. Upon termination, you must immediately cease all access to and use of the Online Services and erase, remove and destroy all copies of any software provided by Nxt Lvl Health installed on any computers or other devices in your possession or control. The provisions of Sections 6-8 and 10-32 of this Agreement will survive termination indefinitely.

 

• Disclaimer of Warranties. THE ONLINE SERVICES AND ALL DATA AND CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Nxt Lvl Health. Nxt Lvl Health DOES NOT WARRANT THAT THE ONLINE SERVICES OR ANY DATA OR CONTENT WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE ONLINE SERVICES WILL BE COMPATIBLE WITH ANY OTHER SOFTWARE, HARDWARE, OR OTHER MATERIALS, THAT USER CONTENT CAN OR MAY BE DISPLAYED BY YOU, OR THAT THE ONLINE SERVICES OR THE SERVERS THAT MAKE THE ONLINE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND Nxt Lvl Health HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT THERETO. YOU UNDERSTAND AND AGREE THAT IF YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN ANY THIRD PARTY SERVICES OR CONTENT OR DATA THEREIN, IT IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY OF SAME. Nxt Lvl Health HAS NO CONTROL OVER ANY THIRD PARTY SERVICES, AND THEREFORE MAKES NO CLAIM OR REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS RESPONSIBILITY FOR, THE ACCURACY, QUALITY, LEGALITY, NATURE, AVAILABILITY, OR RELIABILITY OF THIRD PARTY SERVICES USED IN CONNECTION WITH THE ONLINE SERVICES. Nxt Lvl Health HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO INACCURACIES OR OTHERWISE INCORRECT HEALTH-RELATED DATA, USER DATA OR ANY OTHER CONTENT OR DATA ENTERED BY YOU OR USE OF ANY SUCH DATA.

 

Nxt Lvl Health MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ONLINE SERVICES. Nxt Lvl Health AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE ONLINE SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY Nxt Lvl Health OR ANY THIRD PARTY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE. NO REPRESENTATIONS OR WARRANTIES ARE MADE ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR CURRENTNESS OF THE DATA OR CONTENTS SUBMITTED TO, RECEIVED FROM, PROCESSED, STORED OR USED IN CONNECTION WITH THE ONLINE SERVICES, OR ANY INFORMATION OR DATA PROVIDED FROM THIRD PARTY SYSTEMS, WEBSITES OR SERVICES VIA THE ONLINE SERVICES. THE CONTENTS OF THE ONLINE SERVICES ARE NOT INTENDED IN ANY WAY TO CONSTITUTE MEDICAL ADVICE OR TO BE RELIED UPON FOR LEGAL ADVICE OR MEDICAL DIAGNOSIS OR TREATMENT. A LICENSED MEDICAL DOCTOR SHOULD ALWAYS BE CONSULTED FOR MEDICAL ADVICE.

 

THE ONLINE SERVICES ARE NOT FOR USE TO REQUEST EMERGENCY MEDICAL ATTENTION OR TREATMENT AND YOU AGREE NOT TO USE THE ONLINE SERVICES FOR EMERGENCY ELECTRONIC COMMUNICATIONS OR ACCESS OR USE THE ONLINE SERVICES TO REQUEST MEDICAL ASSISTANCE WITH RESPECT TO EMERGENCY MEDICAL NEEDS. IF YOU HAVE A MEDICAL EMERGENCY AND ARE IN THE UNITED STATES, PLEASE IMMEDIATELY CALL 911 OR CALL OR OTHERWISE SEEK EMERGENCY MEDICAL PERSONNEL FOR MEDICAL ATTENTION OR TREATMENT.

 

NO INSURER OR MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WITH Nxt Lvl Health BY USING THE ONLINE SERVICES. Nxt Lvl Health MAKES NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY DIAGNOSIS, TREATMENT OR OTHER INFORMATION PROVIDED BY YOUR INSURANCE PROVIDER OR ANY OTHER THIRD PARTY YOU MAY COMMUNICATE OR INTERACT WITH USING THE ONLINE SERVICES.

 

• Limitation of Liability. Nxt Lvl Health EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING IN CONNECTION WITH OR RELATING TO ANY USER DATA OR CONTENT, OR YOUR COMPLIANCE WITH LAWS OR REGULATIONS GOVERNING HEALTH CARE OR HEALTH PROVIDERS. IN NO EVENT SHALL Nxt Lvl Health BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON YOUR INSURANCE PROVIDER OR ANY OTHER THIRD PARTY OR OTHERWISE BASED ON USE OF THE ONLINE SERVICES.

 

IN NO EVENT SHALL Nxt Lvl Health AND ITS AFFILIATES’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT OR THE ONLINE SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY Nxt Lvl Health TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO Nxt Lvl Health, IF ANY, FOR THE ONLINE SERVICES GIVING RISE TO THE APPLICABLE CLAIM IN THE MONTHLY PERIOD PRECEDING THE DATE THAT THE APPLICABLE CLAIM AROSE. IN NO EVENT SHALL Nxt Lvl Health OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE AGREEMENT OR THE ONLINE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE ONLINE SERVICES, OR FOR ANY DATA OR CONTENT OBTAINED FROM OR THROUGH THE ONLINE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF Nxt Lvl Health HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

• Indemnification. You agree to indemnify, defend, and hold harmless Nxt Lvl Health, its affiliates and their respective employees, agents, successors, officers, and assigns (collectively, the “Nxt Lvl Health Indemnified Parties”) from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney’s fees and other legal expenses) that they may sustain or incur arising from your use of the Online Services, your failure to comply with any applicable laws and regulations, your breach of any of your representations, warranties or obligations set forth in this Agreement, or any other act or omission by you. Notwithstanding the foregoing, you shall not settle any such claim, suit or proceeding without the written consent of the applicable Nxt Lvl Health Indemnified Parties. As used herein, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists.

 

• Equitable Relief. You agree that, because of the proprietary nature of the Online Services, Nxt Lvl Health’s remedies at law for a breach by you of your obligations under this License will be inadequate and that Nxt Lvl Health shall, in the event of a breach or threatened breach, be entitled to equitable relief, including injunctive relief.

 

• Notices. Each party may give notice to the other party by written communication sent by certified first class mail, return receipt requested, or via hand delivery or overnight courier, if to you, at the address you provided in your registration information, and if to Nxt Lvl Health to Nxt Lvl Health Inc., 1718 N University Dr. Coral Springs, FL 33071, attn.: Compliance Department or such other address as such party may specify by providing written notice in accordance herewith. Such notice shall be deemed to have been given upon the expiration of three (3) business days after mailing (if sent by first class mail), and upon delivery if sent by hand delivery or overnight courier. Nxt Lvl Health may also provide notice to User by means of a general notice posted on the Online Services User screens or by email to your email address on file with your user registration information, and such notice shall be effective as of when posted or emailed.

 

• Amendments. Nxt Lvl Health reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Online Services at the end of each subscription period (whether monthly, quarterly, annually or otherwise), or as required by law, effective upon providing written notice of such change to subscriber under which you use the Online Services. Changes may also be posted by Nxt Lvl Health on the Online Services user screens, and your continued use of the Online Services constitutes your acceptance of and agreement with the changes.

 

• Assignment. This Agreement may not be assigned by you without the prior written approval of Nxt Lvl Health. Nxt Lvl Health may assign this Agreement at any time and without prior notice or approval by you. Any assignment in violation of this section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

• Entire Agreement. This Agreement, as may be modified from time to time as set forth herein, as well as the Privacy Policy and any exhibits other documents or additional terms referenced herein to which Nxt Lvl Health and you are parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement.

 

• Governing Law; Arbitration; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without application of conflicts of laws rules or principles.

 

PLEASE READ THIS SECTION CAREFULLY.  IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

 

You and Nxt Lvl Health agree that this Agreement affects interstate commerce and that the Federal Arbitration Act, governs the interpretation and enforcement of these arbitration provisions.

 

The term “Dispute” means any dispute, claim or controversy between us that arises out of this Agreement, or the use of the Online Services, or the relationship between us, regardless of legal theory, and includes claims that accrued before the date you entered into this Agreement as well as claims relating to the interpretation, validity, enforcement or scope of the Agreement to arbitrate disputes contained in this section. The term “Dispute” is to be interpreted in the broadest sense allowed by law. The only disputes excluded from this broad provision are claims that can be resolved in small claims court and intellectual property claims and claims by Nxt Lvl Health for injunctive or other equitable relief as provided below.

 

By agreeing to this Agreement, you agree to resolve any and all disputes with Nxt Lvl Health as follows:

 

Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration or litigation. You can reach Nxt Lvl Health’s support department at 866-870-7730 or [email protected]. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to resolve all disputes in good faith negotiations between them, which both agree is a precondition to either initiating an arbitration or lawsuit.

 

Binding Arbitration. If we cannot resolve the dispute with you within thirty (30) days of when you start informal dispute resolution, then the dispute must be resolved by binding arbitration which may be begun by either you or Nxt Lvl Health. All claims or disputes arising out of or relating to this Agreement and incorporated documents, your relationship with Nxt Lvl Health and/or your use of the Online Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules or other agreed rules, excluding any rules or procedures governing or permitting class or representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all such disputes and has the power to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

 

Starting an Arbitration. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.adr.org); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the American Arbitration Association (see www.adr.org for the applicable address, or for online filing); and (c) send one copy of the Demand for Arbitration to Nxt Lvl Health at 1718 N University Dr. Coral Springs, FL 33071

 

You and Nxt Lvl Health each understand that, absent the mandatory arbitration provision in this section, each has the right to sue in court and have a jury trial. You also acknowledge that you are giving up the right to a jury trial and understand that the costs of arbitration and right to pre-trial discovery is more limited than many courts permit. The parties will either select one mutually acceptable arbitrator or, if the parties do not agree to a single arbitrator, each party shall select one arbitrator and the two arbitrators selected by the parties shall select a third arbitrator, and the arbitration shall be held before the three arbitrators, and shall be decided by vote of the three arbitrators with a vote of the majority of the arbitrators required for a decision.  YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND Nxt Lvl Health, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT AND/OR YOUR USE OF THE ONLINE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS PROVIDED HEREIN.

 

Location of Arbitration. You and Nxt Lvl Health both agree that arbitration between Nxt Lvl Health and you shall take place in Miami, Florida.

 

Class Action Waiver. You and Nxt Lvl Health agree that any and all arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and you and Nxt Lvl Health expressly waive the right to file a class action or seek relief on a class basis or any other representative basis. YOU AND Nxt Lvl Health AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  If any court or arbitrator determines that the class action waiver above is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

 

Exception:

 

Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding your and Nxt Lvl Health’s decision to resolve all disputes through mandatory arbitration, Nxt Lvl Health may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property, and claims for injunctive or other equitable relief in the state or federal courts located in Miami, Florida, and User consents to such venue and personal jurisdiction therein for any such proceedings. “Intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

 

Survival. This arbitration and class action waiver section will not be affected by any termination of your use of the Online Services and will survive termination of the relationship between you and Nxt Lvl Health.

 

• Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, storms or other weather or natural events, embargo, riot, sabotage, terrorism, epidemic, pandemic, labor shortage or dispute or other industrial disturbances, systemic electrical, telecommunications network issues, or other utility failures, governmental act or failure of the Internet, provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

 

• Independent Contractor Relationship. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party shall take any action or permit any action to be taken on its behalf which purports to be done on behalf of or in the name of the other party and shall have no power or authority to bind the other party to assume or create any obligation or responsibility express or implied on the other party’s behalf or in its name, nor shall such party represent to anyone that it has such power or authority.

 

• Severability; Waiver. In the event any provision of this Agreement is held by a court or arbitrator or arbitration panel to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect and the provision held to be invalid or unenforceable shall be modified, if possible, to the extent necessary to become valid and enforceable and the provision, as modified, shall be deemed to form part of this Agreement. The Online Services may not be used if/where prohibited by law. The waiver of any breach or default of this Agreement will not be valid unless given in writing signed by the party giving the waiver and shall not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

 

• Interpretation. The Agreement shall not be construed more strongly against either party, regardless of which party is responsible for its preparation, it being agreed that this Agreement was fully negotiated by both parties. By execution and acceptance of the Agreement, the parties acknowledge that they have had the opportunity to consult counsel regarding the Agreement, and that they have read the same and understand each provision, term and obligation contained in this Agreement.

 

• Further Assurances. The parties hereto further agree that they shall take any and all reasonably necessary steps and sign and execute any and all reasonably necessary documents or agreements required to implement the terms of this Agreement.

 

• Other Notices and Disclosures.

 

• Electronic Communications. When you use the Online Services or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Online Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

 

• Electronic Signature & Execution. This Agreement and other agreements or documents provided to you via the Online Services may be signed and executed by electronic signature (as that term is defined under the Uniform Electronic Transaction Act, the Electronic Signature in Global and National Commerce Act (ESIGN-Act), or similar state laws) such as by placement of your name in the space provided for signatures with respect to the applicable agreement or document (“Electronic Signature”) and such Electronic Signature acknowledges your intent to authenticate and be bound by the applicable agreement or document. The e-mailed versions of such agreements and documents shall be deemed to be an original. An electronic record of the executed agreement and/or other document will be maintained by Nxt Lvl Health.

 

• Recording and Monitoring of Telephone Calls. You agree that Nxt Lvl Health may call and text you regarding the Online Services and monitor and record any telephone calls made or received by Nxt Lvl Health for Nxt Lvl Health’s business purposes including quality assurance and to document your agreement to terms or actions.

 

• Privacy Policy. Our Privacy Policy is at [Button/Link]. You acknowledge and agree to comply with, and confirm your consent to our use of your information in accordance with our Privacy Policy.

 

• Notices And Procedure For Making Claims Of Copyright Infringement. Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Online Services.

 

THE FOLLOWING PROCEDURES APPLY ONLY FOR NOTIFICATIONS TO US THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED BY ANY CONTENT CONTAINED IN THIS WEBSITE.  ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

 

WHAT YOU MUST DO:

 

Written notification must be submitted to the following Designated Agent:

 

Service Provider: Nxt Lvl Health Inc.

www.NxtLvlHealthsolutions.com

 

Full Address of Designated Agent to Which Notification Should be Sent: 1718 N University Dr, Coral Springs, FL 33071

WHAT YOUR NOTIFICATION MUST INCLUDE:

 

To be effective, the notification must include the following:

 

• Your name, physical address, telephone number, facsimile number, e-mail address and name of contact person;
• Identification of the copyrighted work(s) claimed to have been infringed;
• Identification of the 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 us to locate the material;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or under applicable law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

WHAT WE WILL DO UPON RECEIPT OF PROPER WRITTEN NOTIFICATION:

 

Upon receipt of the written notification containing the information as outlined above:

 

• Nxt Lvl Health shall remove or disable access to the material that is alleged to be infringing;
• Nxt Lvl Health shall forward the written notification to such alleged infringer; and
• Nxt Lvl Health shall take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

 

HOW THE ALLEGED INFRINGER CAN RESPOND TO US:

 

The alleged infringer can respond by submitting a written counter notification to Nxt Lvl Health’s Designated Agent.

 

WHAT THE COUNTER NOTIFICATION MUST INCLUDE:

 

To be effective, a counter notification from the alleged infringer must include the following:

 

• The alleged infringer’s name, address, and telephone number;
• A statement the alleged infringer consents to the jurisdiction of federal district court for the judicial district in which Nxt Lvl Health is located and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person;
• 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;
• A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as result of mistake or misidentification of the material to be removed or disabled; and
• A physical or electronic signature of the alleged infringer.

 

WHAT WE WILL DO UPON RECEIPT OF PROPER COUNTER NOTIFICATION:

 

Upon receipt of a counter notification containing the information as outlined above:

 

• Nxt Lvl Health shall promptly provide the complaining party with a copy of the counter notification;
• Nxt Lvl Health shall inform the complaining party that it will replace the removed material or cease disabling access to it within ten (10) business days; and
• Nxt Lvl Health shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the counter notification, provided that Nxt Lvl Health’s Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer form engaging in infringing activity relating to the material on Nxt Lvl Health’s network or system.

 

• Trademark and Copyright Notices. The Nxt Lvl Health INSURANCE and other word marks and logos appearing in the Online Services are trademarks owned by Nxt Lvl Health or its licensors, and you agree not to display or use such marks in any manner without the prior written consent of Nxt Lvl Health. The Online Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Copyright © 2024 Nxt Lvl Health, Inc and/or its affiliates or licensors.