Terms of Service
These Terms of Service (“Terms”) are a binding agreement between you and NorthTrac (“NorthTrac,” “we,” “us,” or “our”) and govern your use of www.northtrac.com, the NorthTrac portals, the NorthTrac mobile apps, telehealth and video features, and related services (the “Services”). By creating an account, clicking to accept, or using the Services, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of an organization, you agree for that organization and confirm you have authority to bind it. If you do not agree, do not use the Services.
Please read Section 17 carefully. It requires most disputes to be resolved by individual binding arbitration, not in court, and waives the right to a jury trial or to take part in a class action. You can opt out within 30 days as described there.
1. Who can use NorthTrac
You must be at least 18 years old and able to form a binding contract to use the Services. You may not use the Services if you are barred from doing so under applicable law or if we have previously suspended or removed your account. Customers that serve minors are responsible for getting parental or guardian consent and for supervising that use.
2. Accounts and security
You agree to give accurate, current information and keep it up to date. You are responsible for keeping your credentials confidential and for all activity under your account. Do not share accounts; each person needs their own login. Tell us right away at [email protected] if you suspect unauthorized access. We are not liable for losses caused by unauthorized use of your account that result from your failure to protect your credentials.
3. Customers and Clients
NorthTrac is used by wellness professionals and organizations (“Customers”) to serve their clients, members, patients, and employees (“Clients”). If you are a Client, your relationship with the Customer is between you and that Customer. The Customer, not NorthTrac, decides what programs, coaching, care, and pricing it offers, what information it collects, and how it uses that information. The Customer may control, access, export, or delete information in its account, including information about you. If a Customer ends its subscription, your access to that Customer’s program may end too.
If you are a Customer, you are responsible for your staff’s and Clients’ use of your account; for giving Clients any notices and getting any consents the law requires (including for telehealth, text messages, recordings, and collection of health information); and for your compliance with laws that apply to your practice. A signed order form or master agreement between NorthTrac and a Customer controls if it conflicts with these Terms.
4. Not medical advice; emergencies
NorthTrac is a software platform. NorthTrac does not practice medicine, nursing, dietetics, or any other licensed profession, and does not provide medical advice, diagnosis, or treatment. Content, assessments, scores, insights, and reminders in the Services are for general information and to support your relationship with qualified professionals. They are not a substitute for professional judgment. Always seek the advice of a qualified health professional with questions about a medical condition, and never ignore or delay professional advice because of something in the Services.
Do not use NorthTrac for emergencies. Messages and video sessions are not monitored in real time. If you think you may have a medical emergency, call 911 or your local emergency number right away. If you are in crisis, call or text 988 (the Suicide & Crisis Lifeline in the U.S.).
5. Telehealth and professional responsibility
NorthTrac provides video and messaging tools. Professionals who use them are solely responsible for the services they deliver, including holding any required licenses in the location where the Client is located, meeting the standard of care, getting informed consent, verifying identity, keeping required records, and billing properly. NorthTrac does not employ, supervise, endorse, or guarantee any professional. Video quality depends on internet connections and devices we do not control, and sessions may be interrupted.
6. Health information and HIPAA
If a Customer is a HIPAA covered entity or business associate, it must sign NorthTrac’s Business Associate Agreement (BAA) before entering protected health information (PHI) into the Services. The BAA is part of these Terms for that Customer and controls if it conflicts with them. Customers must not enter PHI without a BAA in place, and must use the Services’ access controls to limit who can see PHI. Our handling of health information is described in our Privacy Policy.
7. Your data
You keep ownership of your data. As between NorthTrac and a Customer, the Customer owns the data submitted to its account (“Customer Data”). You give NorthTrac a limited, non-exclusive license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Services, to comply with law, and as described in our Privacy Policy. We do not sell Customer Data and do not use it for advertising.
We may create de-identified and aggregated data from use of the Services (for example, to measure performance and improve features), which does not identify any person or Customer. You are responsible for the accuracy and legality of the data you submit and for having the rights and consents needed to submit it. Customers can export their data while their subscription is active and for 30 days after it ends, after which we may delete it as described in our Privacy Policy.
8. User content
You are responsible for the messages, posts, photos, files, and other content you submit (“User Content”). You keep your rights in it, and you confirm that you have the right to submit it and that it does not violate these Terms or anyone else’s rights. When you post in groups, challenges, or other shared areas, other participants can see it. We do not pre-screen User Content but may remove or restrict any content that we reasonably believe violates these Terms or the law, or that puts users or the Services at risk.
If you send us suggestions or feedback, we may use them without restriction or payment to you.
9. Acceptable use
You agree not to, and not to help anyone else to:
- Break the law, or violate anyone’s privacy, publicity, intellectual property, or other rights;
- Upload or access health information or other personal data without the authority and consent the law requires;
- Harass, threaten, defame, or discriminate against anyone, or post content that is obscene, hateful, or exploits minors;
- Impersonate anyone or misrepresent your identity, credentials, or professional license;
- Send spam or unsolicited messages, or send text messages without the consent the law requires;
- Upload malware, or try to probe, scan, or test the vulnerability of the Services or get around security, rate limits, or access controls;
- Access the Services with bots, scrapers, or other automated means except through interfaces we provide for that purpose;
- Copy, modify, reverse engineer, decompile, or create derivative works of the Services, except where the law allows despite this restriction;
- Resell, sublicense, or rent the Services, or use them to build a competing product; or
- Interfere with or disrupt the Services, other users, or the networks that support them.
If you discover a security vulnerability, please report it privately to [email protected] and give us a reasonable time to fix it before disclosing it.
10. Fees, billing, and renewals
Paid plans are billed in advance at the prices shown at purchase or in your order form. Subscriptions renew automatically for the same term unless you cancel before the renewal date in your account settings or by contacting us. You authorize us and our payment processor to charge your payment method for all fees and applicable taxes. Fees are non-refundable except where required by law or stated in your order form. We may change prices for future renewal terms with at least 30 days’ notice. Past-due amounts may result in suspension of the Services.
When a Customer accepts payments from its Clients through NorthTrac, payments are processed by a third-party payment processor under its own terms. The Customer is the seller of its products and services and is responsible for its prices, refunds, taxes, and customer service.
11. NorthTrac’s intellectual property
The Services, including the software, design, text, graphics, logos, and the NorthTrac name, are owned by NorthTrac and its licensors and are protected by intellectual property laws. Subject to these Terms, we give you a limited, revocable, non-exclusive, non-transferable right to use the Services for their intended purpose. We reserve all rights not expressly granted. Custom branding that Customers upload remains theirs, but must not infringe others’ rights.
12. Third-party services
The Services may link to or work with third-party products and services, such as Apple Health, payment processors, and app stores. Your use of them is governed by their terms and privacy policies, and NorthTrac is not responsible for them. If you downloaded a NorthTrac app from the Apple App Store or Google Play, these Terms are between you and NorthTrac, not Apple or Google, and those stores’ standard terms also apply. Apple and its subsidiaries are third-party beneficiaries of these Terms for iOS apps and may enforce them against you.
13. Suspension and termination
You may stop using the Services at any time. We may suspend or terminate your access, with notice where practical, if you violate these Terms, fail to pay, create risk or legal exposure for NorthTrac or other users, or if we are required to by law. We may also discontinue the Services or any feature with reasonable advance notice, and if we discontinue a paid Service without cause, we will refund prepaid fees for the unused period. Sections that by their nature should survive termination, including data, fees owed, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution, will survive.
14. Disclaimers
To the fullest extent permitted by law, the Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. NorthTrac does not warrant that the Services will be uninterrupted, error-free, or secure, that data will not be lost, or that any content, assessment, or result is accurate, complete, or suitable for any health or wellness decision. NorthTrac is not responsible for the conduct of any Customer, professional, or user, or for any advice, care, or services they provide.
15. Limitation of liability
To the fullest extent permitted by law, NorthTrac and its affiliates, officers, employees, agents, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. NorthTrac’s total liability for all claims arising out of or related to these Terms or the Services will not exceed the greater of (a) the amounts you paid NorthTrac for the Services in the 12 months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).
Some jurisdictions do not allow certain exclusions or limits, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law, such as for fraud, gross negligence, or willful misconduct.
16. Indemnification
You agree to defend, indemnify, and hold harmless NorthTrac and its affiliates, officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from your User Content or data, your use of the Services, your violation of these Terms or the law, or, for Customers and professionals, the services you provide to Clients. We will notify you of any such claim and may take part in its defense with counsel of our choosing at our own expense.
17. Dispute resolution and arbitration
Informal resolution first. Before filing a claim, you agree to contact us at [email protected] with a description of the dispute and try to resolve it informally for at least 60 days. We will do the same.
Binding arbitration. If we cannot resolve it, you and NorthTrac agree that any dispute arising out of or relating to these Terms or the Services will be resolved by final, binding, individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individuals) or Commercial Arbitration Rules (for organizations). The Federal Arbitration Act governs this section. Hearings may take place by video or in the county where you live. Either party may instead bring an individual claim in small claims court, and either party may seek an injunction in court to protect intellectual property or stop unauthorized use of the Services.
Class action and jury trial waiver. You and NorthTrac each agree to bring claims only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding, and each waives the right to a jury trial.
Opt out. You may opt out of this arbitration agreement by emailing [email protected] with the subject “Arbitration Opt-Out” and your name and account email within 30 days after you first accept these Terms. Opting out will not affect any other part of these Terms. If this section is found unenforceable, disputes will be resolved in the courts described in Section 20.
18. Copyright complaints
We respect intellectual property rights and respond to notices under the Digital Millennium Copyright Act (DMCA). To report content you believe infringes your copyright, send [email protected] a notice that includes: your signature; a description of the copyrighted work; the location of the infringing material; your contact information; a statement that you have a good-faith belief the use is not authorized; and a statement, under penalty of perjury, that the notice is accurate and you are authorized to act for the owner. We may terminate the accounts of repeat infringers.
19. Changes to the Services and these Terms
We are always improving the Services and may add, change, or remove features. We may update these Terms from time to time. If we make material changes, we will give at least 30 days’ notice by email, in the Services, or on this page before they take effect, unless a change is required sooner by law or to address a security risk. Continuing to use the Services after changes take effect means you accept them. If you do not agree, stop using the Services and, if you are a Customer, you may cancel and receive a prorated refund of prepaid fees for the unused period.
20. General terms
- Governing law and venue. These Terms are governed by the laws of the Commonwealth of Pennsylvania and applicable U.S. federal law, without regard to conflict-of-law rules. Subject to Section 17, any court action will be brought in the state or federal courts located in Pennsylvania, and you and NorthTrac consent to their jurisdiction.
- Entire agreement. These Terms, the Privacy Policy, any BAA, and any order form are the entire agreement between you and NorthTrac about the Services and supersede prior agreements on the same subject, including the prior NorthTrac End User License Agreement.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
- Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages of internet or hosting providers, natural disasters, or government action. This does not excuse payment obligations.
- Export and sanctions. You may not use the Services in violation of U.S. export control or sanctions laws.
- Notices. We may send notices to the email address on your account. You may send notices to [email protected].
- No third-party beneficiaries, except as stated in Section 12.
21. Contact us
Questions about these Terms can be sent to NorthTrac · [email protected]