We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will Company be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new services will be governed by this Agreement.
If you create a Company Account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that individual or entity).
You acknowledge that although some Content may be provided by licensed professionals, the provision of such Content does not create a practitioner/professional-patient relationship, and does not constitute an opinion, professional advice, medical advice, or diagnosis or treatment, but is provided only to be generally informative. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available or otherwise found through the Services, including, without limitation, Content provided in direct response to your questions or postings.
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY CONTENT (INCLUDING BUT NOT LIMITED TO DESCRIPTIONS OF PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION). IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE, REFER OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED IN CONTENT AND/OR ACCESSIBLE THROUGH THE SERVICES.
- No Professional Advice. We are not a licensed provider or healthcare provider. The Content that you obtain or receive from Company, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All health-related information, including, without limitation, information shared via the Company website, Company social channels, Company emails and text messages, and Company advertising is for informational and communicative purposes only.
IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 911. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, DIETARY OR NUTRITIONAL SERVICES, OR OTHER PROFESSIONAL ADVICE, OR THE PROVISION OF MEDICAL CARE.
Company is not a referral service and does not refer, recommend or endorse any particular professional, dietitian, nutritionist, counselor, diet, test, procedure, opinion, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk.
- No Practitioner/Professional-Patient Relationship
LICENSED PROFESSIONALS, INCLUDING REGISTERED DIETITIANS, NUTRITIONISTS, AND OTHER PRACTITIONERS USE THE SERVICES TO SHARE CONTENT WITH YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM COMPANY, COMPANY ANSWERS, COMPANY KNOWLEDGE BASE, COMPANY BLOG, COMPANY SOCIAL CHANNELS, COMPANY EMAILS OR TEXT MESSAGE LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO FACILITATE YOUR TELEHEALTH VISIT WITH A PROFESSIONAL.
Company encourages licensed professionals to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any professional at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.
- Authorization and Acknowledgment
YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN PROFESSIONAL, INCLUDING WITHOUT LIMITATION, DETERMINING WHETHER THE APPLICABLE PROFESSIONAL IS SUITABLE FOR YOUR NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT FACTS AND CIRCUMSTANCES THAT COULD IMPACT YOUR CARE.
Company or its designee takes certain limited steps to verify that professionals participating in the Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the services offered by them through the Services.
While all qualified providers are eligible to use our Services, Company’s lists of professionals are not exhaustive. Some professionals listed through the Services enter into contracts with us, and may pay us fees in order to be marketed through or to use the Services. If you book an appointment with a licensed professional through the Services, Company may receive payment as a result.
To help you find professionals who may be suitable for your needs, we will provide you with lists and/or profiles of professionals. These results are based on information that you provide to us, such as geographical location and specialty and/or services they provide. They may also be based on other criteria. Please note that there may be other professionals in your area who are not available through Company.
Company (a) does not employ, refer, recommend, or endorse any professionals, (b) does not make any representations or warranties with respect to these professionals or the quality of the services they may provide, and (c) is not responsible for ensuring that information (including credentials) a professional provides about himself or herself is accurate or up-to-date.
- Informational and Educational Resources Only
The Services are an informational and educational resource for consumers. We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No party (including Company) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.
Products, services and devices discussed and/or marketed through the Services are not applicable to all individuals or all situations. Any products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
- Your Responsibilities
7.1 Your Company Account Credentials
When you create a Company Account, you will provide an email address and create a password (collectively, “Credentials”). You must immediately notify us if your password has been stolen or compromised by sending an email to email@example.com. You promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service. Company has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.
You agree not to share you Credentials with anyone else. As part of this Agreement, you may not share Credentials or a Company Account with any other individual or group. Each person using our Services must create their own individual Company Account.
7.2 Fees; Your Responsibilities Generally
You are responsible for ensuring that all information that you provide to Company is accurate and up-to-date, including your insurance information.
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Services for lawful, non-commercial purposes. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services for any purpose whatsoever.
If you are a Member, you are responsible for payment of our fees. Our fees are displayed on our website, are incorporated herein by this reference, and are subject to change from time to time. We will not increase our fees for existing Members during their membership. Members will be subject to the fees in effect at the start of their membership. Should you cancel and rejoin as a Member, your subsequent membership will be considered a new membership.
We make no representation regarding the insurance eligibility or coverage of any Services accessed through our website or as a result of telehealth visits with professionals. Should you believe that any services are covered by your insurance, you may request, and Company may provide, a superbill which may enable you to seek reimbursement for covered services from your insurance plan. In the event that Company elects to directly submit claims to insurance plans for payment in the future, you may elect to have claims submitted to your insurance plan on your
behalf. Company makes no representations or warranties about the availability of insurance billing or superbill services or about your eligibility for coverage.
For California Residents Only: If a registered dietitian or other professional licensed in the State of California advertised through our website determines, after consultation with you, that their services are not appropriate for you or if you elect not to receive telehealth services from such professional and you request a refund for such services, we will issue a refund of that portion of your fee equal to the amount attributed to the telehealth services the subject of the refund, based on our pricing with that professional. Currently, this may result in a one-time refund to you of $50-$75 and an opportunity to cancel your membership for future services.
- Telehealth Services
You may be able to utilize certain telehealth services through the Services, including but not limited to via Company’s video service (“Company Video Service”). Company is not a healthcare provider, insurance provider, or a prescription fulfillment warehouse. In providing the Company Video Service, Company’s role is limited to making certain telehealth related information available to you and/or facilitate your access to telehealth services provided by professionals. You will have the ability to select the appropriate professional for your needs from our selection of available professionals licensed in your area. Company is not responsible for such professionals’ acts or omissions, or for any content of your communications with them. Company is independent of the professionals and does not employ or otherwise exercise any control over the services provided by the professionals, regardless of whether they utilize the Company Video Service.
- Third Party Links and Services
9.1 Links to Other Websites
While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
9.2 Third Party Software
We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to
any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.
9.3 Application Stores
- Payment Processing
- Reviews and Posts
You will have the opportunity to submit feedback regarding your experiences with professionals you find through the Services, to submit inquiries, and to participate in the other interactive or
community features of the Services (collectively, “Posted Information”). It is important that you act responsibly when providing Posted Information. Please note that while Company may moderate Posted Information and reserves the right to remove any Posted Information for any reason and at any time, Company does not endorse or confirm the accuracy of any statements made in such Posted Information; Posted Information reflects solely the views or opinions of the author, and not of Company.
By posting Posted Information through the Services, you agree to and hereby grant, and you represent and warrant that you have the right to grant, to Company and its affiliates, agents, and contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, incorporate into other works, and otherwise fully exploit such Posted Information. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. You may not post Posted Information which is false or fraudulent, or which otherwise does not accurately represent your opinions and experiences.
You understand and agree that Company, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Posted Information to conform and adapt that Posted Information to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Posted Information is the sole responsibility of the person from whom such Posted Information originated and does not reflect the opinion of Company. Company does not assume liability for Posted Information or for any claims, liabilities, or losses resulting from any Posted Information.
We also welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback“). You may submit Feedback by emailing us, reaching out to our social networking accounts, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such Feedback for any purpose, without compensation to you.
- Use of Content
All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Company’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly
provided herein, neither Company nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by Company to you are retained by Company.
You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Services, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for your use or inability to use any Content. We and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Company and all such parties together, the “Company Parties”) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, and the Company Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We have no special relationship with or fiduciary duty to you.
WE (AND OUR LICENSORS AND SUPPLIERS) PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
- Limitation of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR COMPANY ACCOUNT. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN A COMPANY ACCOUNT FOR USE OF THE SERVICES, OR (b) $100.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR PROFESSIONAL MALPRACTICE OR NEGLIGENCE OF PROFESSIONALS OR PRACTITIONERS UTILIZED THROUGH USE OF THE SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You may terminate your membership with 30 days’ prior notice to us. Upon termination of your membership, if you have set up an automatic payment method, we will stop future charges for our fees, but you may be charged a full or prorated fee for the termination notice period.
If you are not using the Services in accordance with this Agreement, including timely payment of our fees, we reserve the right, if we determine it is best, to terminate, suspend and/or deactivate your Company Account immediately, without notice. This includes termination if there has been a violation of this Agreement, our community standards or other policies and terms posted through the Services by you or by someone using your Credentials without
Upon termination of your Company Account, your access to our Services will immediately terminate, including access to resources reserved for Members, telehealth visits with professionals, and groups hosted by third-party sites.
Upon a request by us, you agree to defend, indemnify, and hold harmless the Company Parties from all liabilities, claims, damages (actual and consequential), demands, and expenses, including reasonable attorney’s fees, that arise from or are related to (a) your use of the Services; or (b) the violation of this Agreement and any other Company policy or standard posted on our website; or (c) the violation of any intellectual property or other right of any person or entity; or (d) by any person using your Credentials without authorization. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
17.1 Arbitration Rules; Applicability of Arbitration Agreement
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Rockland County, New York. The arbitration will proceed in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract
disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The Rules will govern payment of all arbitration fees.
17.2 Small Claims Court; Infringement
Either you or Company may assert claims, if they qualify, in small claims court in Rockland County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
17.3 Waiver of Jury Trial
YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Company are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
17.4 Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Company is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to firstname.lastname@example.org within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
17.6 Exclusive Venue
If you send the opt-out notice in Section 17.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or Company to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Rockland County, New York, or the federal district in which that county falls.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Company.
18.1 Electronic Contracting; Copyright Dispute
18.2 SMS/Text Communications
By voluntarily providing your cell phone number to Company, you agree that Company may contact you by telephone, SMS, or MMS messages that we think may be of interest to you at that phone number, which may include the use of automated dialing technology to text you at the cell phone number you provided, and you hereby consent to receiving such communications for transactional, operational, or informational purposes. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. You can opt out of receiving text messages at any time by adjusting your notification settings in your account. Note that opting out of receiving all texts may impact your use of the Services.
If you change or deactivate the phone number you provided to Company, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive Company’s standard SMS messages unless you also unsubscribe via the above procedures.
18.3 Limitation of Claims
No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the
minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable.
18.5 Governing Law; Language
This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of New York as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute. This Agreement and all documents referenced herein were drafted in the English language and any translations thereof shall not be binding on either party to the extent they conflict with the English versions.
18.6 Entire Agreement; Waiver
This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, constitute the entire agreement between you and us and supersede all previous written or oral agreements. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.
We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our business or any assets to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.
You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create a Company Account or use the Services on your own. Those under the age of 18 may not use the Services.