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Terms of Service

Terms of Service

How We Collect and Use Information
EFFECTIVE DATE: October 3, 2024

Centivo Corporation (“Centivo,” or “we,” “our,” or “us”) provides you access to our website located at https://www.centivo.com/ (the “Site”) and our pre-enrollment websites (the “Pre-Enrollment Sites”), our employer portal which is made available through https://employer.centivo.com and https://client.centivo.com/ (“Employer Portal”), our provider portal which is made available through https://provider.centivo.com (“Provider Portal”), our referral portal which is made available through https://referrals.centivo.com (“Referral Portal”, our member portal which is made available through https://my.centivo.com and our mobile app (“App”), which is accessible through tablets, smart phones, and other devices (collectively, the “Member Portal”). The Member Portal, Employer Portal, Referral Portal, and Provider Portal are collectively referred to herein as the “Centivo Portals.” Any services you use through the Centivo Portals, the Site, the Pre-Enrollment Sites, the Employer Portal, the Provider Portal, the Referral Portal, and the Member Portal are collectively referred to as “the Services” and are subject to the following terms and conditions (the “Terms of Service”). BY ACCESSING AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND THE TERMS AND CONDITIONS OF OUR PRIVACY NOTICE HTTPS://CENTIVO.COM/PRIVACY-POLICY (THE “PRIVACY NOTICE”), WHICH ARE HEREBY INCORPORATED INTO THESE TERMS OF SERVICE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Services, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Site. By continuing to access or use the Services after we have posted a modification on the Site, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.

As part of the Services, Centivo provides Members and Authorized Users (as defined below) access to our Centivo Portals, subject to the terms and conditions of the Centivo Portals Terms of Service (located at https://centivo.com/terms/). “Customers” are employees who have signed up to access and use our Services made available through the Centivo Portals. “Members” are employees of Customers, together with their spouses and dependents who are enrolled in a health plan provided by Centivo and who have signed up to access and use our Services made available through the Member Portal. “Authorized Users” are employees, contractors, providers, brokers, agents, or representatives of a Customer that are authorized by that Customer to access and use our Services made available through the Centivo Portals.

Capitalized terms defined in either these Terms of Service or our Privacy Notice shall have the meaning set forth in both disclosures.

1. Use of Personal Information
Your use of the Services may involve the transmission to us of certain Personal Information (as that term is defined in our Privacy Notice https://centivo.com/privacy-policy. Please refer to our Privacy Notice https://centivo.com/privacy-policy for information about the types of Personal Information we collect, how we use it, how you can control the use and disclosure of it, and how you may access and update information about you that has been provided to us. You understand that your Personal Information may be transferred over various networks, and there may be changes to such information to confirm and adapt to technical requirements of connecting networks or devices.

2. Ownership
The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Centivo and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights incorporated in or accompanying the Services.

You may view all content provided by the Services (the “Content”) for your own internal business use and not for any other use, including any commercial use, without the prior written consent of Centivo. We and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access the Services automatically terminates, and you must immediately destroy any copies you have made of the Services.

The trademarks, service marks, and logos of Centivo (the “Centivo Trademarks”) used and displayed through the Services are registered and unregistered trademarks or service marks of Centivo. Other company, product, and service names used within the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Centivo Trademarks, the “Trademarks”). Nothing made available through the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Centivo Trademarks inures to our benefit.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

3. Restrictions
You are prohibited from using the Services:

  • to collect any market research for a competing businesses;
  • to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • to decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
  • to cover, obscure, block, or in any way interfere with any advertisements and/or safety features used as part of the Services;
  • to circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services;
  • to interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
  • for any unlawful or fraudulent purpose, including but not limited to, the use of fraudulent credit card information;
  • to solicit others to perform or participate in any unlawful or prohibited acts;
  • to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
  • to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content;
  • to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
  • to submit false or misleading information or otherwise attempt to mislead or impersonate another;
  • to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services (or any related website, other websites, or the Internet);
  • to collect or track the Personal Information of others;
  • to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape or facilitate the use of any malware or ransomware;
  • for any damaging, obscene or immoral purpose;
  • to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
  • to systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
  • to make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
  • to use a buying agent or purchasing agent to make purchases through the Services;
  • to use the Services to advertise or offer to sell goods and services;
  • to engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
  • to interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Services;
  • to sell or otherwise transfer your profile;
  • to use the Services as part of any effort to compete with us or otherwise use Content for any revenue-generating endeavor or commercial enterprise;
  • to copy or adapt the Services’ software, including but not limited to, Flash, PHP, HTML, JavaScript, or other code;
  • to upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Content or Services;
  • to upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
  • except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Services, or any portion thereof, without notice.

4. Feedback
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

5. No Warranties; Limitation Of Liability
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER CENTIVO NOR CENTIVO’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND CENTIVO HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT CENTIVO AND CENTIVO’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

THE CONTENT PROVIDED THROUGH THE SERVICES AND IN ANY OTHER COMMUNICATIONS FROM CENTIVO IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU THINK YOU OR YOUR FAMILY MEMBER(S) MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE EMERGENCY ROOM IMMEDIATELY.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE, OUR EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, BUSINESS INTERRUPTION, OR DAMAGES CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED THROUGH THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.

6. External Sites
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for examining or evaluating the content or accuracy of External Sites and do not warrant and will not have any liability or responsibility for any other party’s materials or websites or for any other materials, products, or services of External Sites. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any External Sites or other platforms. Please review carefully the website notices, policies, and practices of External Sites and make sure you understand them before you engage in any transaction. Claims, complaints, questions, or concerns regarding External Sites should be directed to that party. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

7. Indemnification
To the fullest extent permitted by law, and except to the extent arising from our gross negligence or intentional misconduct, you agree to indemnify, defend, and hold Centivo and its shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Centivo Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Centivo Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from: (i) your breach of this Agreement; or (ii) your misuse of the Services or the Content; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise. You shall not settle any actions or claims on our behalf without our prior written consent.

8. Compliance With Applicable Laws
The Services are based in the United States. We make no claims concerning whether the Services may be viewed or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

9. Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

10. Binding Arbitration
In the event of a dispute arising under or relating to this Agreement or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party.

IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website at www.jamsadr.com.

Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 12 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

11. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

12. Equitable Relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan, for purposes of any such action by us.

13. Controlling Law; Exclusive Forum
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, Borough of Manhattan, for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

14. Miscellaneous
If the Agreement is terminated in accordance with the termination provision in Section 9 above, such termination shall not affect the validity of the other provisions of this Agreement, which shall remain in full force and effect.

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. Changes to Terms of Service
Centivo reserves the right to change, modify, or amend these Terms of Service at any time to reflect changes in our practices and Services. If Centivo modifies the Terms of Service, the “Effective Date” will be updated, and such changes will be effective upon posting. It is your obligation to check our current Terms of Service for any changes. The Terms of Service may only be modified in writing. Any ambiguities in the interpretation will not be construed against the drafter. In addition, these Terms of Service are effective until terminated. Centivo may terminate this Agreement at any time without notice to you and may deny you access to the Services.

16. Accessibility
Please see our accessibility website page https://centivo.com/accessibility/ if you experience any difficulty in accessing any part of this policy or our Services. You may also contact us at privacy@centivo.com.

17. Questions/Contact Us
If you have any questions about this Terms of Service, please send us an email at privacy@centivo.com, or write to us at 199 Scott Street, Suite 800, Buffalo, New York 14204.

 

Copyright 2025 Centivo Corporation. All rights reserved.