PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. IT IS YOUR OBLIGATION TO REGULARLY CHECK THIS WEBSITE FOR THE MOST CURRENT TERMS.
Any changes to this Agreement and/or Supplemental Terms will be effective immediately for new Users of the Website, App and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website or within the App for existing Users. The Company may require, in its discretion, that you consent to the updated Agreement or Supplemental Terms before further use of the Website, App and/ or the affected Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall cease accessing, interacting with or using the Website, App and/or the Services. Otherwise, your continued use of the Website, App and/or Services constitutes your acceptance of such change(s).
1. Application License. Subject to your compliance with this Agreement, the Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on any mobile device or computer that You own or control or that an Administrator controls and gives You access, and to run such copy of the App solely for your own internal-only personal or business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace or any similar store or marketing place (each, an “App Store”), you agree to comply with the applicable third party terms of the relevant App Store from which You accessed and/or downloaded the App (the “Usage Rules”).
- 1.1 Updates. You understand that the App is evolving. As a result, the Company may require you to accept updates to the App that you have installed on your computer or mobile device. You acknowledge and agree that the Company may update the App with or without notifying you. In addition, You may need to update third-party software (e.g. your device’s operating system) from time-to-time in order to maintain and use the App.
- 1.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website, App or Services (collectively, the “Company Properties”) or any portion of the Company Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of the Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access the Company Properties in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of the Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Company Properties. Any future release, update or other addition to the Company Properties shall be subject to this Agreement. The Company, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Company Properties terminates the licenses granted by the Company pursuant to this Agreement.
- 1.3 Unauthorized Use. You agree that you will not, under any circumstances: (a) interfere with or damage Company Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (b) modify or cause to be modified any files that are a part of the Company Properties; (c) disrupt, overburden, or aid or assist in the disruption or overburdening of: (i) any computer or server used to offer or support the Company Properties; or (ii) the enjoyment of the Company Properties by any other person; (d) attempt to gain unauthorized access to the Company Properties, accounts registered to others, or to the computers, servers or networks connected to the Company Properties by any means other than the User (as defined in Section 2.1) interface provided by Company, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Company Properties; (e) access, tamper with or use non-public areas of the Company Properties, the Company’s computer systems, or the technical delivery systems of the Company’s providers; (f) attempt to probe, scan, or test the vulnerability of any Company system or network, or breach any security or authentication measures; (g) disrupt or interfere with the security of, or otherwise cause harm to, the Company Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through the Company Properties or any affiliated or linked sites; or (h) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party to protect the Company Properties.
- 2. Registration. In order to access certain features of the Company Properties you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a User of the Services who has registered an account on the Company Properties (“Account”). In registering for use of the Services you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Company Properties’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (x) at least thirteen (13) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Company Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. Users and Administrators are responsible for all activities that occur using the Services. You agree that you shall monitor your Account to prohibit use by minors, and you will accept full responsibility for any unauthorized use of the Company Properties by minor and any party not authorized to use the Services. You may not share your Account or password with anyone, and you agree to exit from your Account at the end of each session as well as apply appropriate safeguards (administrative, technical and physical) to protect the privacy and security of any individual interacting with the Website and/or App. You agree to: (a) notify the Company immediately of any unauthorized use of your password or any other breach of privacy or security; and (b) You are responsible for any breach of applicable privacy laws, codes, rules and/or regulations governing protected health information. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Company Properties (or any portion thereof). You agree not to create an Account using a false identity or with false or misleading information, or for anyone but yourself unless you are an authorized guardian, or a Parent. You agree that you shall not have more than one Account per platform at any given time. You agree not to create an Account or use the Company Properties if you have been previously removed by the Company, or if you have been previously banned from any of the Company Properties.
- 3.1 The Company Properties. You agree that the Company and its suppliers, subcontractors or agents (as the case may be) own all rights, title and interest in the Company Properties or aspects of the Company Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Properties. Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Company Properties are the trademarks of the Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Company Properties are the property of their respective owners.
- 3.2 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of the Company.
- 3.3 License to Your Content. Subject to any applicable account settings that you select, you grant the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display any content, text, information, images, pictures, video, audio-visual files or other materials you upload, post, transmit or otherwise make available (“Make Available”) through the Service (“Your Content”) (in whole or in part) for the purposes of operating and providing the Company Properties to you and to our other Users. You agree that You, not the Company, are responsible for all of Your Content that you Make Available on or in the Company Properties.
- 3.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to the Company through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties.
4. Fees and Purchase Terms.
- 4.1 General Purpose of Terms: Sale of Service, not Software. The purpose of this Agreement is for you to secure access to the Services. All fees set forth within and paid by you under this Agreement shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of the App, and, furthermore, any use of the App by you in furtherance of this Agreement will be considered merely in support of the purpose of this Agreement.
- 4.2 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide the Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing the Company with your credit card number and associated payment information, you agree that the Company is authorized to immediately charge your Account for all fees due and payable to the Company hereunder and that no additional notice or consent is required. You agree to immediately notify the Company of any change in your billing address or the credit card used for payment hereunder. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Company Properties or by e-mail delivery to you.
- 4.3 Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your annual package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable.
- 4.4 Taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that the Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. The Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to the Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. Furthermore, You hereby indemnify the Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.
- 4.5 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Company’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into and going to the “Subscription Management” page of your “Account Settings” page. If you want to terminate your subscription, tap or click “Cancel Membership” button found in the “Subscription Management” page and affirm your selection to cancel. At that time your provider contacts will be removed from your contact list. Subject to Section 7, if you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize the Company to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if the Company does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that the Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
- 4.6 Free Trials and Other Promotions. Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of the Service will expire after which any further use is prohibited unless you sign up to be a Registered User and pay the applicable subscription fee. You may not be eligible to receive all of the Services on a trial basis and may be required to sign a separate agreement governing your access and use during the trial period.
- 5. No Obligation to Pre-Screen Content. You acknowledge that the Company has no obligation to pre-screen information, data, text, music, sound, photographs, videos and other materials available on and through the Company Properties by third parties (“Third Party Content”), although the Company reserves the right in its sole discretion to pre-screen, refuse or remove any Third Party Content. In the event that the Third Party Company pre-screens, refuses or removes any Third Party Content, you acknowledge that the Company will do so for the Company’s benefit, not yours. Without limiting the foregoing, the Company shall have the right to remove any Third Party Content that violates this Agreement or is otherwise objectionable.
- 6. App Store. You acknowledge and agree that the availability of the App is dependent on the App Store from which you received the App license. You acknowledge that this Agreement is between you and the Company and not with the App Store and that you are separately subject to any terms and conditions for such App Stores. In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App, including the App. You agree that in order for You to comply with these terms as well as your license to use the App that the same is conditioned upon your compliance with all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
7. Term and Termination.
- 7.1 Term. The initial term of this Agreement is as set forth in Your SaaS with Company (the “Term”). This Agreement will automatically renew for one-year periods thereafter (each such year considered a “Renewal Term”).
- 7.2 Termination for Breach, or for Convenience. Either party may terminate this Agreement (i) upon written notice if the other party materially breaches this Agreement and does not cure such breach (if curable) within ten (10) days after written notice of such breach; or for any reason (ii) upon sixty (60) days written prior notice. Should You elect to terminate this Agreement within the first year following the Effective Date, the full amounts due and owing for the entire one-year period shall accelerate and be immediately payable upon invoicing. Furthermore, upon the expiration or termination of this Agreement for any reason, (a) amounts owed to Company under this Agreement or for any Renewal Term will become immediately due and payable upon invoicing; and (b) each party will return or destroy all property of the other in its possession (which may include Your confidential information and data). For clarity, any Customer notice to terminate prior to a Renewal Term must be received by Company at least sixty (60) days in advance of such then next Renewal Term. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If you have materially breached any provision of this Agreement, or if the Company is required to do so by law (e.g., where the provision of the Company Properties becomes, unlawful), the Company has the right to, immediately and without notice, suspend or terminate any Services provided to you.
- 7.3 Termination for Cause Based on HIPAA. Separately, if we, or You, as the case may be, are unable to procure the necessary consents and rights under applicable law (including executing a mutually agreeable business associate agreement with the doctor, physician, nurse or other medical professional(s) with whom you have connected via the Services, as may be required by the Health Insurance Portability and Accountability Act of 1996, as amended) in order for Company to process, store, collect, exchange, and/or transmit personal health information as may be necessary to provide the Services, we may terminate your access to all or certain features of the Services as necessary to comply with applicable laws, without recourse for You, and without liability or cause attributable to Us or Our actions.
- 7.4 Acknowledgement of Termination for Cause by Company. You agree that the Company shall not be liable to you or any third party for any termination of your Account in the event Company terminates this Agreement for cause, such cause being determined in the Company’s sole discretion.
- 7.5 Termination by You and Effects of Termination in General. Should You elect to terminate the Agreement in accordance with this Section 7, Your notice should be sent, in writing, to the Company’s address set forth below. Generally, Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your username and password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content as may be permitted or not otherwise prohibited by law. All provisions of this Agreement which by their nature should survive, shall survive termination of Services including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- 8. Use of Communication Services. In connection with your use of the Company Properties, you shall not: (a) Make Available any content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, the Company personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) make available any content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (e) Make Available any content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; (g) register for more than one Account or register for an Account on behalf of an individual other than yourself; (h) stalk or otherwise harass any other user of our Company Properties; or (i) advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
9. Interactions with Other Users.
- 9.1 User Responsibility. You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through the Services; provided, however, that the Company reserves the right, but has no obligation, to intercede in such disputes. You agree that the Company will not be responsible for any liability incurred as the result of such interactions.
- 9.2 Content Provided by Other Users. The Company Properties may contain Third Party Content provided by other users. The Company is not responsible for and does not control Third Party Content. The Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Third Party Content. Your use of all Third Party Content and interactions with other users at your own risk.
- 10. Indemnification. You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Company Properties; (b) your violation of this Agreement; or (c) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Company Properties.
- 11. Unauthorized Applications. You understand that the Company Properties, including, but not limited to, the App, are not designed, intended, authorized, or warranted to be suitable for use in the following “Unauthorized Applications”: primary health monitoring, life support applications, devices or systems; direct life support machines; and Enhanced 911 or the E911 emergency calling systems. You warrant that you will not use the Company Properties for or with any Unauthorized Applications, and you further agree to, without limitation, defend, indemnify, and hold harmless the Company from and against any and all claims, suits, actions, proceedings, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with your breach of this Section 11 (Unauthorized Applications) of this Agreement. You further acknowledge and agree that the Company has no obligation to monitor your use of the Services or any vital signs, or biometric information, or any other information uploaded by or through the Services to the Company’s servers, and that the Company has no obligation to take any action in response to such information.
- 12. Not Intended As Medical Advice. The Company Properties and content provided by the Company is not intended or implied to be a substitute for professional medical advice, diagnosis or treatment. All content, including text, graphics, images and information, contained on or available by the Company through the Service is for general information purposes only. The Company makes no representation and assumes no responsibility for the accuracy of information made available by the Company through the Service, and such information is subject to change without notice.
- 13. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND THE COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE COMPANY PROPERTIES WILL BE CORRECTED. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
14. Limitation of Liability.
- 14.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE COMPANY PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- 14.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE COMPANY AS A RESULT OF YOUR USE OF THE COMPANY PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID THE COMPANY ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, COMPANY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
- 14.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- 15.1 Violations. If the Company becomes aware of any possible violations by you of this Agreement, the Company reserves the right to investigate such violations. If, as a result of the investigation, the Company believes that criminal activity has occurred, the Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Company Properties, including Your Content, in the Company’s possession in connection with your use of the Company Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce this Agreement, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of the Company, its Users or the public, and all enforcement or other government officials, as the Company in its sole discretion believes to be necessary or appropriate.
- 15.2 No Subsequent Registration. If your registration(s) with or ability to access the Company Properties is discontinued by the Company due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Company Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- 16. International Users. The Company Properties can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that the Company intends to announce such services or content in your country. The Company Properties are controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the Company Properties are appropriate or available for use in other locations. Those who access or use the Company Properties from other jurisdictions do so at their own risk and are solely responsible for compliance with local law.
17. General Provisions.
- 17.1 Electronic Communications. The communications between you and the Company use electronic means, whether you visit the Company Properties or send the Company e-mails, or whether the Company posts notices on the Company Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- 17.2 Release. You hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Company Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of this Agreement or your use of the Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
- 17.3 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- 17.4 Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- 17.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Company Properties, please contact us at email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- 17.6 Limitations Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APP OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- 17.8 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Washington, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- 17.9 Notice. Where the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: www.imyourdoc.com. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- 17.10 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- 17.11 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- 17.12 Export Control. You may not use, export, import, or transfer the Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Company Properties, and any other applicable laws. In particular, but without limitation, the Company Properties may not be exported or re-exported (a) into any United States 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’s Denied Person’s List or Entity List. By using the Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
17.13 Accessing and Download the Application from an App Store. The following applies to any App accessed through or downloaded from an App Store:
- (a) You acknowledge and agree that (i) this Agreement is concluded between you and the Company only, and not Apple, Google or Microsoft, and (ii) You, not Apple, Google or Microsoft, are solely responsible for use of the App and content thereof. Your use of the App must comply with the applicable App Store’s terms of service or usage rules.
- (b) You acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services to You with respect to the App..
- (c) The App Store is not responsible for addressing any claims You have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- (d) Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement as related to your license of the App from the Apple App Store, (ii) Google and Google’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App from the Android market or Google Play App Stores, and (iii) Microsoft and its subsidiaries are third-parties beneficiaries of this Agreement as related to your license of the App from the Windows Phone Apps + Games Store; and that, upon your acceptance of the terms and conditions of this Agreement, Apple, Google, or Microsoft, as applicable, will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.
- (e) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App.
- 17.14 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.