Effective Date of this version: November 5, 2026
This Patient Participation Agreement (“Agreement”) is entered into between Novarion, Inc., together with its subsidiaries and affiliates, including MediPortal, LLC (“Novarion”), and the patient user (“Subscriber”) of the patient-facing features of Novarion’s products, M-Power MIE, M-Power EMR, Nexus, and Mediportal, and related patient portals (the “Services”). This Agreement takes effect on the date Subscriber first accepts it electronically or first uses the Services, whichever comes first (the “Agreement Date”).
1. Subscription Service
Subject to the terms and conditions of this Agreement and during the Term only, Novarion provides Subscriber with a limited, non-exclusive, and terminable license to access and use the Services solely for Subscriber’s personal use. Novarion shall host the Services and may update their functionality and user interface from time to time, in its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Services and Subscribers’ use of them.
2. Restrictions
Subscriber shall not, nor assist another to, copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or otherwise attempt to discover their source code. Subscriber agrees that, as between Novarion and Subscriber, Novarion shall own all rights, title, and interest in and to the Services.
3. Data Storage; License from Subscriber
Novarion shall, at least daily, back up Subscriber Data and store such backups for thirty (30) days. Novarion shall, in addition, deploy data replication techniques to ensure that current data is stored on multiple storage devices. Subject to the terms and conditions of this Agreement, Subscriber grants Novarion a limited, non-exclusive license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Subscriber Data to the extent necessary to perform its obligations under this Agreement. Novarion agrees that, as between Subscriber and Novarion, Subscriber Data shall at all times be considered the property of Subscriber.
4. Term, Fees, and Payment
4.1. Term of Agreement. The initial term of this Agreement begins on the Agreement Date and continues for one (1) year from the commencement of Subscriber’s use of the Services, unless earlier terminated pursuant to Section 6, and will automatically extend for successive renewal terms of one (1) year each (each, a “Renewal Term”) (collectively, the “Term”), unless Subscriber or Novarion provides written notice of non-renewal to the other party at least six (6) months before the expiration of the then-current term. Nothing in this Section limits Subscriber’s right to discontinue use of the Services at any time as described in the Terms of Service.
4.2. Fees and Payment. The Services are currently provided to Subscriber at no charge. If Novarion introduces fees, it will give Subscriber at least thirty (30) days’ prior written notice, and Subscriber may terminate this Agreement before the fees take effect.
4.3. Taxes. Subscriber shall report and pay all sales, use, value added, and other taxes (excluding only those taxes based on Novarion’s net income) designated, levied, or based upon (a) any amounts payable under this Agreement or (b) Subscriber’s access to the Services over the internet. Subscriber will indemnify, defend, and hold harmless Novarion from all claims and liability resulting from Subscriber’s failure to report or pay such amounts. As required by applicable law, Novarion may collect taxes from Subscriber and remit them to the taxing authorities.
4.4. Late Payments. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.
5. Terms of Service
5.1. Subscriber Internet Access. Subscriber must have access to the internet to use the Services. Novarion cannot guarantee optimal performance.
5.2. Accuracy of Subscriber’s Contact Information. Subscriber agrees to provide accurate, current, and complete information on Subscriber’s legal name, address, email address, and phone number, and to maintain and promptly update this information if it changes.
5.3. Email. Subscriber agrees that Novarion may provide any and all notices, statements, and other communications to Subscriber by email at the email address provided in Subscriber’s account. Novarion shall be entitled to rely and act on all information and instructions provided to Novarion from the email address provided in Subscriber’s account.
5.4. Passwords, Access, and Notification. Subscriber must provide and assign a unique password, email address, and user name for use of the Services. Subscriber is solely responsible for the confidentiality and use of all such passwords, email addresses, and user names. Subscriber shall immediately notify Novarion if Subscriber becomes aware of any loss, theft, or unauthorized use of any such passwords, email addresses, or user names.
5.5. Subscriber’s Lawful Conduct. The Services allow Subscriber to send Electronic Communications directly to Novarion and to third parties. Subscriber agrees to comply with all applicable laws and governmental regulations relating to Electronic Communications. Subscriber agrees not to access the Services by any means other than through the interfaces provided by Novarion. Subscriber shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Services available to any third party or unauthorized user, including, but not limited to, by “mirroring” or “framing” any part of the Services, or by creating internet links to the Services that include log-in information, user names, passwords, or secure cookies. Subscriber shall not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (including, but not limited to, rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Subscriber shall not in any way express or imply that any opinions contained in Subscriber’s Electronic Communications are endorsed by Novarion. Neither Subscriber nor someone acting on Subscriber’s behalf may use the Services to target for solicitation any Novarion subscribers for purposes of providing any competitive product. Subscriber shall ensure that any use of the Services by Subscriber’s agents is in accordance with the terms and conditions of this Agreement.
5.6. Third-Party Software. Subscriber agrees to use third-party software necessary for accessing the Services, including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by Novarion. Until notified otherwise by Novarion, Subscriber agrees to use software that supports the Transport Layer Security (TLS) protocol or other protocols accepted by Novarion and to follow logon procedures for services that support such protocols. Novarion shall not be responsible for notifying Subscriber of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the internet, that are not owned or operated by Novarion.
5.7. Transmission of Data. Subscriber understands that the technical processing and transmission of Subscriber’s Electronic Communications is fundamentally necessary to Subscriber’s use of the Services. Subscriber expressly consents to Novarion’s interception and storage of Electronic Communications and Subscriber Data, and Subscriber acknowledges and understands that Subscriber’s Electronic Communications will involve transmission over the internet and over various networks, only part of which may be owned or operated by Novarion. Subscriber acknowledges and understands that changes to Subscriber’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. Subscriber further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone, or other electronic means. Novarion shall not be responsible for any Electronic Communications or Subscriber Data that are delayed, lost, altered, intercepted, or stored during transmission across networks not owned or operated by Novarion, including, but not limited to, the internet.
5.8. Links and Third-Party Data. The Services may provide, or third parties may provide, links to other websites or resources. Novarion shall not be responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. In addition, Novarion shall have no liability with respect to third-party internet sites.
5.9. Confidentiality. Subscriber Data stored by Novarion shall be deemed Confidential Information, except to the extent such information is (a) generally available to the public on a non-confidential basis through no fault of Novarion or its independent contractors, agents, or representatives; (b) independently developed by Novarion or its independent contractors, agents, or representatives without benefit of Subscriber Data; (c) rightfully received from another source on a non-confidential basis; (d) required to be disclosed pursuant to applicable law or governmental regulation; or (e) permitted by Subscriber to be disclosed. Novarion shall not disclose Confidential Information to any third party except as described in this Agreement and our Privacy Policy. Novarion shall implement reasonable security measures to protect Confidential Information and prevent its unauthorized disclosure. If Novarion discovers a breach of security relating to Confidential Information, Novarion shall immediately (i) notify Subscriber of such breach, including the extent of the breach and the information disclosed, lost, compromised, or stolen; (ii) investigate the breach; and (iii) provide Subscriber with a report outlining measures to be implemented to protect against its recurrence.
6. Suspension and Termination
6.1. Suspension for Delinquent Account. Novarion reserves the right to suspend Subscriber’s access to and use of the Services when any payment due from Subscriber to Novarion is unpaid, but only after Novarion has provided Subscriber two (2) delinquency notices and at least thirty (30) days have passed since the transmission of the first notice. Such suspension shall not relieve Subscriber of any payment obligations.
6.2. Suspension for Ongoing Harm. If Subscriber or anyone using Subscriber’s user name and password causes or uses software owned or controlled by Novarion to be used in a denial of service attack, spamming, or any illegal activity (collectively, “Harmful Activity”), Subscriber must cause the Harmful Activity to cease within 72 hours. If Subscriber fails to do so, Novarion may suspend Subscriber’s access to the Services and the facility hosting them until Subscriber has taken action that prevents continued Harmful Activity, provided, however, that such suspension of access will be as minimal as required, and only to the extent required to prevent the Harmful Activity. In such event, the parties will work together diligently and in good faith to resolve the issues causing the suspension. Upon such resolution, Novarion will promptly restore Subscriber’s access to the Services and hosting facility. Such suspension shall not relieve Subscriber of any payment obligations. Subscriber shall indemnify and hold harmless Novarion from such Harmful Activity.
6.3. Handling of Subscriber Data in the Event of Termination. Upon termination of this Agreement, and provided all amounts due from Subscriber have been paid, Novarion shall allow Subscriber to download its Subscriber Data. Subscriber shall have one (1) month from termination to download its Subscriber Data. Thereafter, Novarion shall delete all Subscriber Data, except for data that Novarion is required to retain under applicable law, including healthcare data retention requirements, which will be handled as described in our Privacy Policy.
6.4. Modification to or Discontinuation of the Services. Novarion reserves the right at any time and from time to time to modify, temporarily or permanently, the Services. If Novarion modifies the Services in a manner that removes or disables a feature or functionality on which Subscriber materially relies, Novarion, at Subscriber’s request, shall use commercially reasonable efforts to substantially restore such functionality to Subscriber. If Novarion is unable to substantially restore such functionality (unless enjoined from doing so by a court of competent jurisdiction), Subscriber shall have the right to terminate this Agreement.
7. Warranties, Limitations, and Exclusions
7.1. Warranty. Novarion warrants that the Services will achieve in all material respects the functionality described in the documentation applicable to them. Novarion does not warrant that the Services will be error-free. Subscriber’s sole and exclusive remedy for Novarion’s breach of the warranty in this Section shall be that Novarion shall use commercially reasonable efforts to modify the Services to achieve in all material respects the functionality described in the applicable documentation, and if Novarion is unable to provide such functionality, Subscriber shall be entitled to terminate this Agreement. Novarion shall have no obligation with respect to a warranty claim unless notified via email at legal@novarioninc.com within sixty (60) days of the first instance of any material functionality problem that would give rise to a warranty claim.
7.2. Security, Data Integrity, and Backup Warranty. Novarion shall use commercially reasonable efforts to safeguard and accurately maintain the integrity of Subscriber Data, utilizing, at a minimum, industry-standard security and backup procedures.
7.3. Limitation of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE MADE AVAILABLE FOR SUBSCRIBER’S USE ON AN “AS IS” BASIS AND NOVARION MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THEM. NOVARION DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT THEY WILL MEET SUBSCRIBER’S REQUIREMENTS. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF NOVARION HAS AUTHORITY TO BIND NOVARION TO ANY ADDITIONAL OR OTHER REPRESENTATION OR WARRANTY CONCERNING THE SERVICES.
7.4. Limitation of Liability. The cumulative liability of Novarion to Subscriber for any and all claims whatsoever related to or arising out of this Agreement shall not exceed the last twelve (12) months’ payments made under this Agreement by Subscriber to Novarion.
7.5. Excluded Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST REVENUE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE CLAIMS OR LOSSES.
8. Miscellaneous
8.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws. In the event of any civil action, venue and jurisdiction shall be in the state and federal courts located in the State of Delaware.
8.2. Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all prior and contemporaneous representations, proposals, agreements, negotiations, advertisements, statements, or understandings, whether oral or written, made in respect of that subject matter. This Agreement may not be amended by a purchase order or other similar document unless it is duly signed by authorized signatories of both parties.
8.3. Notice. Any notices required or permitted under this Agreement must be in writing (which includes email and fax) and will be effective when received. Notices to Novarion must be sent to Novarion, Inc., 901 N. Market St., Suite 100, Wilmington, DE 19801, or legal@novarioninc.com. Notices to Subscriber will be sent to the address or email address provided in Subscriber’s account.
8.4. Survival. Sections 2, 4.3, 4.4, 5.5, 6.3, 7.3, 7.4, 7.5, and 8 shall survive termination of this Agreement.
8.5. Severability. If any provision of this Agreement is held to be unenforceable on its face, all other provisions will nevertheless continue in full force and effect, and the unenforceable provision, if possible, shall be construed in such a way as to be enforceable and most closely express the intent of the provision on its face.
8.6. Assignment. Except as otherwise permitted by this Agreement, Subscriber shall not assign, sublicense, or otherwise transfer in whole or in part, whether voluntarily, involuntarily by operation of law, or otherwise, this Agreement or any of its rights under this Agreement without the prior written consent of Novarion, which shall not be unreasonably withheld.
8.7. Waiver. No delay or failure of either party in exercising any right under this Agreement, nor any partial exercise of a party’s rights, will be deemed to constitute a waiver of any rights granted under this Agreement or at law.
8.8. Headings. Headings are for convenience only and shall not be used in the interpretation of this Agreement.
8.9. Attorneys’ Fees. The substantially prevailing party in any lawsuit arising from this Agreement shall be entitled to an award of reasonable attorneys’ fees, whether or not the party’s attorney is a salaried employee.
9. Definitions
“Subscriber Data” means any Subscriber data or information of any nature whatsoever transmitted to and maintained by Novarion.
“Electronic Communications” means any electronic or digital transfer of signs, signals, text, images, sounds, data, or intelligence of any nature.
“User” means an individual who enters a user name and password to gain access to the Services. User names and passwords must be unique and may not be shared by, between, or among individuals. A User must log off or log out of the Services before again entering a user name and password to gain access to the Services.
THE SUBSCRIBER ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.
Questions about this Agreement may be directed to legal@novarioninc.com.