Effective Date: May 25, 2022
Please read these Terms of Service (the “Agreement”) carefully. Your use of the Naxos Platform (as defined below) constitutes your consent to this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Naxos Platform.
This Agreement is between you and Naxos Neighbors, LLC (“Naxos Neighbors,” “we,” “us” or “our”) governing your use of the Naxos OD application (“App”), website, and technology platform (collectively, the “Naxos Platform”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Naxos Neighbors through the Naxos Platform, or otherwise made available to you by Naxos Neighbors. Your continued use of the Naxos Platform after such additional terms and conditions have been posted or made available to you constitutes your consent to such additional terms and conditions.
If you are an individual accessing or using the Naxos Platform on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Naxos Platform and to any such Organization.
This Agreement contains a mandatory arbitration provision that, as further set forth below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind. By entering into this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms.
MODIFICATION TO THE AGREEMENT
We may change this Agreement (including information referenced in the hyperlinks from this Agreement) from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Naxos Platform. Any such changes will become effective upon posting but will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Continued use of the Naxos Platform or Services after any such changes shall constitute your consent to such changes. The “Effective Date” above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Naxos Platform (including access to the Naxos Platform via any third-party links); charge, modify or waive any fees required to use the Naxos Platform; or offer opportunities to some or all Naxos Platform users.
THE NAXOS PLATFORM
The Naxos Platform provides a platform where persons witnessing an opioid overdose (“Requesters”) can be connected with trained persons (“Responders”) carrying naloxone. Responders are referred to herein as “Users”, and each User shall create a user account that enables access to the Naxos Platform. Requesters are not listed as Users, nor do they need to create a user account. For purposes of this Agreement, the services provided by Responders to Requesters that are matched through the Naxos Platform shall be referred to collectively as the “Services”.
By using the Naxos Platform, you affirm that you are of legal age to enter into this Agreement.
The Naxos Platform may only be used by individuals who can form legally binding contracts under applicable law. The Naxos Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. You agree to be fully responsible for all activities and transactions conducted through your User account.
Subject to your compliance with this Agreement, Naxos Neighbors grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Naxos Platform on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Naxos Neighbors and Naxos Neighbors’ licensors.
NAXOS NEIGHBORS COMMUNICATIONS
Communications from Naxos Neighbors, its affiliated companies, Agencies and/or Users, may include but are not limited to: operational communications concerning your User account or use of the Naxos Platform or Services, updates concerning new and existing features on the Naxos Platform, and news concerning Naxos Neighbors and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send and/or receive from you.
The Naxos Platform is controlled or operated (or both) from the United States, and is not intended to subject the Company to any non-U.S. jurisdiction or law. The Naxos Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Naxos Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Naxos Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
We have standards based on applicable laws and regulations that everyone must follow. For example, using the Naxos Neighbors, LLC, platform to commit any crime—such as transporting drugs, money laundering, committing drug or human trafficking, or sexually exploiting children—or to violate any other law is strictly prohibited.
With respect to your use of the Naxos Platform and your participation in the Services, you agree that you must not:
Impersonate any person or entity; stalk, threaten, or otherwise harass any person; carry any weapons; or violate any law, statute, rule, permit, ordinance or regulation.
Interfere with or disrupt the Services or the Naxos Platform or the servers or networks used to make the Naxos Platform available, including by hacking or defacing any portion of the Naxos Platform, or violate any requirement, procedure or policy of such servers or networks.
Post, transmit or otherwise make available through or in connection with the Naxos Platform or the Services, any Information or materials that are or may be (a) false, inaccurate, misleading (directly or by omission or failure to update information), (b) defamatory, libelous, abusive, obscene, profane, offensive, pornographic or otherwise objectionable, (c) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others, or illegal; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Use the Naxos Platform in any way that infringes any third party’s rights, including but not limited to intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.
Post, transmit, or otherwise make available through or in connection with the Naxos Platform or the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or designed to interrupt, damage, destroy or limit the functionality, or to monitor the use of, any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (each, a “Virus”).
Use the Naxos Platform for any unauthorized commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Naxos Platform.
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Naxos Platform.
“frame” or “mirror” any part of the Naxos Platform, or otherwise incorporate any portion of the Naxos Platform into any product or service, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Naxos Platform except as expressly authorized herein, without Naxos Neighbors’ express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Naxos Platform, except where such restriction is expressly prohibited by applicable law.
Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Naxos Platform or its contents.
Link directly or indirectly to any other websites.
Systematically download and store Naxos Platform content.
Remove any copyright, trademark or other proprietary rights notice from the Naxos Platform.
Transfer or sell your User account, password and/or identification to any other party.
Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
Cause any third party to engage in the restricted activities above.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Naxos Platform.
All intellectual property rights in and to the Naxos Platform are owned by Naxos Neighbors. These rights include but are not limited to (a) any patents and patent applications (owned and licensed by, (b) copyrights, mask works and all other rights with respect to works of authorship and industrial designs, (c) information and materials, including trade secrets and other confidential and proprietary data, materials and other information, (d) trademarks, trade names, logos, service marks, symbols, and internet domain names, (e) any rights equivalent or similar to any of the foregoing, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof, now or hereafter existing, made or in force (including any rights in any of the foregoing).
To the fullest extent permitted under applicable law: (a) the Naxos Platform and any products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Naxos Neighbors disclaims all warranties with respect to the Naxos Platform and any products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. In addition, Naxos Neighbors makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services or any services requested or provided through the use of the Naxos Platform, or that the services will be accurate, complete, uninterrupted or error-free. Naxos Neighbors does not guarantee the quality, suitability, safety or ability of the Services, or the Agencies, or Responders. You agree that the risk arising out of your use of the Naxos Platform, and any Service you provide or request in connection therewith, remains solely with you, to the maximum extent permitted under applicable law. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Naxos Neighbors and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the Naxos Platform, we do not guarantee that the Naxos Platform is or will remain updated, complete, correct or secure, or that access to the Naxos Platform will be uninterrupted.
By using Naxos Neighbors, you understand and agree that you are not using this app, platform, and/or service, for the purpose of providing medical assistance. Further, this app, platform, and/or service does not meet the requirements of the Food and Drug Administration’s regulations for device software functions and mobile medical applications.
LIMITATION OF LIABILITY
To the fullest extent permitted under applicable law: in no event will Naxos Neighbors, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively “Naxos Neighbors” for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Naxos Platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Naxos Platform, the services, or this agreement. Your sole and exclusive remedy for dissatisfaction with the Naxos Platform or any products or third party materials is to stop using the Naxos Platform. The maximum aggregate liability of Naxos Neighbors for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to Naxos Neighbors to use the Naxos Platform or US $10.00.
Assumption of Risk
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Naxos Neighbors, LLC.
You understand that Naxos Neighbors, LLC, does not currently conduct criminal background checks on its users. Naxos Neighbors, LLC, also does not inquire into the backgrounds of its users or attempt to verify the statements of its users. Naxos Neighbors, LLC makes no representations or warranties as to the conduct of any users or their compatibility with any current or future uses. Naxos Neighbors, LLC, reserves the right to conduct any criminal background check or other screenings (such as sex offender registration searches) at any time and to use available public records for any purpose.
Your relationship with Naxos Neighbors, LLC is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Naxos Neighbors, LLC. Naxos Neighbors, LLC does not direct or control your service(s), and you agree that you have complete discretion whether and when to provide service(s).
Naxos Neighbors, LLC, users of the app and providers do not transport you, and the use of the Naxos Neighbors, LLC, platform is only open to registered users of the Naxos Neighbors, LLC, platform and not the general public. You acknowledge that independent third-party providers, including service providers, are not actual agents, apparent agents, ostensible agents, or employees of Naxos Neighbors, LLC, in any way.
You also acknowledge that any safety related effort, feature, process, policy, standard or other effort, feature, process, policy standard or other effort undertaken by Naxos Neighbors, LLC, in the interest of public safety (whether required by applicable regulations or not) is not an indicia of an employment, actual agency, apparent agency, or ostensible agency relationship with an independent third-party provider.
TERM AND TERMINATION
This Agreement is effective upon your creation of a User account and until terminated. Naxos Neighbors may terminate or suspend your use of the Naxos Platform at any time and without prior notice, for any or no reason, including if Naxos Neighbors believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Naxos Platform will immediately cease, and Naxos Neighbors may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials.
GOVERNING LAW; ARBITRATION
You and Naxos Neighbors agree that any and all disputes or Claims, except as expressly provided below, arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules. The Consumer Arbitration Rules can be obtained at the AAA’s website (https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) or by calling the AAA at 1-800-778-7879. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of Indiana, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court or workers’ compensation claims, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Before initiating any arbitration or proceeding, you and Naxos Neighbors may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Naxos Neighbors. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
INFORMATION OR COMPLAINTS
If you believe that an individual using the Naxos Neighbors, LLC, platform, and/or app poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Naxos Neighbors, LLC. In addition, if you believe that an individual using the Naxos Neighbors, LLC, platform and/or app has violated our standards, you should report your concerns to Naxos Neighbors, LLC. If you reported an issue to local authorities, Naxos Neighbors, LLC, may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
If you have a question or complaint regarding the Naxos Platform, please send an e-mail to email@example.com. You may also contact us by writing to 818 S 31st St, South Bend, IN 46615.. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions regarding the Naxos Platform or Services, please email firstname.lastname@example.org
Naxos Platform © 2022 Naxos Neighbors unless otherwise noted. All rights reserved.