1. Acknowledgment and acceptance of our Terms

These Terms of Use (the “Terms”) constitute a legally binding agreement made between you (“you”) and Formedics LLC (collectively with our affiliates including OncWeekly, LLC and PW Figure 1 LLC, “us” or “we”) with regard to access to and use of our websites (e.g., formedics.com, physiciansweekly.com, figure1.com), mobile applications and related online or offline services (collectively, the “Services”), whether accessed via computer, mobile device or otherwise, including any electronic content, functionality, features and applications (collectively, “Materials”).

Please read these Terms and our Privacy Policy before you start to use our Services. You agree that by accessing the Services, you have read, understood, and agree to be bound by these Terms and our Privacy Policy. You are also subject to any community guidelines or other rules posted on our Services, which are incorporated by reference into these Terms. You represent that you are of legal age to form a binding contract with us, and to the extent you are using our Services, registering an account or otherwise acting on behalf of an organization, you represent that you are authorized to accept our Terms on behalf of the organization (and references to “you” in our Terms are understood to apply to both you and your organization). If you entered into a separate executed agreement with us, the terms of that agreement will control to the extent there is any conflict with these Terms.

If you do not agree with these Terms, or if you violate them in any way, you are expressly prohibited from using the Services and must discontinue use immediately. We may in our sole discretion make changes or modifications to these Terms at any time and for any reason, and by using our Services after we post the change, you agree to those changes. We retain the right, in our sole discretion, to deny anyone access to the Services at any time and for any reason, including for violation of these Terms. PLEASE SEE SECTIONS 12-14 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING MANDATORY ARBITRATION AND A WAIVER OF RIGHTS TO A JURY TRIAL OR CLASS ACTION.

NOTE: OUR SERVICES ARE INTENDED ONLY FOR INFORMATIONAL AND EDUCATIONAL USE, AND NOT TO PROVIDE ANY HEALTHCARE SERVICES SUCH AS DIAGNOSTICS, MEDICAL OPINIONS, PROMOTION OF ANY THERAPEUTIC OR MEDICAL TREATMENT, FOR USE IN HAZARDOUS OR MISSION-CRITICAL CIRCUMSTANCES OR FOR USES REQUIRING FAIL-SAFE PERFORMANCE, OR IN ANY SITUATION WHERE FAILURE COULD LEAD TO DEATH OR PERSONAL INJURY (COLLECTIVELY, “UNAUTHORIZED PURPOSES”). YOU MAY NOT USE THE SERVICES FOR SUCH PURPOSES OR UNDER SUCH CIRCUMSTANCES. YOU FURTHER ACKNOWLEDGE THAT USE OF THE SERVICES FOR SUCH PURPOSES MAY VIOLATE APPLICABLE LAWS, SUCH AS IN REGARD TO THE PRACTICE OF MEDICINE.

2. Registration Data and Privacy

In order to access certain portions of our Services, you must create an account (“Account”) by completing an online registration form and provide certain information (“Registration Data”). You are responsible for maintaining the confidentiality of your password and Account and for any and for any activity that occurs through your Account. Our personnel will never ask you for your password. You agree you will not sell, transfer, license or assign your Account, username, or any Account rights, and any such actions may result in termination of your Account. With the exception of individuals or organizations that are expressly authorized to create an Account on behalf of an employer, employee or other individual, we prohibit the creation of and you agree that you will not create an Account for anyone other than yourself.

All information you provide or provided to us through any communication, email subscription, Account registration and at all other times must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for keeping your password for the Services (if any) secret and secure.

The information we obtain through your use of the Services is subject to our Privacy Policy, including your Registration Data, and you grant us the right to disclose to third parties certain Registration Data about you.

3. User Content

The Services we provide may include communication features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other individuals (collectively, “post”) information, images, links and other content or materials (collectively, “User Content”) on or through the Services. You represent and warrant that: (a) all of your User Content complies with these Terms; (b) you own or have all necessary rights to the User Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (c) you will pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Services; (d) you understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not us, have fully responsibility for such materials, including its legality, reliability, accuracy, and appropriateness; and (e) we are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Services. We are not a backup service, and you agree that you will not rely on the Services for the purposes of storing User Content. We will not be liable to you or third-party beneficiaries for any modification, suspension, or discontinuation of the Services, or the loss of any User Content. Notwithstanding this provision, we will not seek to enforce these Terms or penalize a User with respect to any statement about us or our products and services to the extent it is protected by law.

YOU MAY NOT DISCLOSE ANY THIRD PARTY PERSONAL INFORMATION SUCH AS PATIENT INFORMATION IN YOUR USER CONTENT (DEFINED BELOW), WHERE IT CAN RESULT IN THE VIOLATION OF APPLICABLE LAW, including but not limited to any applicable laws or regulations in the United States, Canada or foreign jurisdictions relating to health information, such as under the Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical Health (HITECH), the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Personal Health Information Protection Act (PHIPA). You retain the sole responsibility for your compliance with applicable laws, and we expressly do not assume any responsibility for your use or disclosure of patient information or other third-party personal information.

You hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties the User Content that you post through the Services or otherwise provide to us for purposes of the Services and subject to our Privacy Policy. Subject to our Privacy Policy and these Terms, any User Content you post or otherwise provide to us will be treated as non-confidential and non-proprietary. Our Services may be subject to a compromise of security, and we do not guarantee that any User Content or other information you provide will be kept confidential in such circumstances.

You are welcome to send us feedback, ideas, suggestions, or other such information regarding the Services (collectively, “Feedback”), but you agree to waive all rights in such Feedback and that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you, and without any commitment to confidentiality unless we expressly provide otherwise.

4. Conduct When Using the Services

You are solely responsible for your interaction with other users or third parties in connection with the Services, whether online or offline. You agree that we are not responsible or liable for the conduct of any user or third party. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment when interacting with others, including when you post User Content or any personal or other information.

With respect to the Services or posting any information or content to the Services, you agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials , or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in violation of any applicable laws or regulations; (h) otherwise act in a fraudulent, illegal, misleading, malicious or negligent manner when using the Services; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, impersonating or intimidating people or entities; (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) access or use the Services by means of any automated program, expert system, electronic agent or “bot”; (l) give any other person or entity unauthorized access to the Services or (m) scrape, copy, republish, license, or sell the information or Materials on the Services. We may pursue legal action and/or report to law enforcement for any such violations.

We neither endorse nor assume any liability for any content posted by you or other users of the Services. We generally do not pre-screen, monitor, or edit the content posted by users on or through the Services, but we may in our sole discretion remove any content, including but not limited to any content we deem to violate our Terms or be otherwise harmful, objectionable or inaccurate, and you consent to any such removal and waive any claim against us arising out of such removal. We are not responsible for any failure or delay in removing content.

5. Paging Features and User Interactions

Certain Services may include a communications feature through which you may contact a specific specialty of verified users with whom you can share a particular case, while concurrently sharing it with other registered users. THIS PAGING FEATURE IS TO BE USED SOLELY TO OBTAIN GENERALIZED FEEDBACK FOR EDUCATION AND DISCUSSION. NEITHER THE USER SENDING THE PAGE NOR THE USER RESPONDING TO THE PAGE ARE INTENDING TO OR ARE PROVIDING MEDICAL SERVICES BY DOING SO. A user using the paging feature is not requesting and shall not request a medical consultation of any kind. You acknowledge that you are not engaging in the practice of medicine nor requesting medical services of any kind or intending to create any kind of physician/patient relationship by using the paging feature and by responding to or engaging in any discussion in response to a page. You acknowledge that by responding to another user’s page and providing information, you, as a specialist or other registered user, are not and shall not provide medical advice or services, engage in the practice of medicine or any physician/patient relationship or otherwise act as a medical consultant.

In addition to the paging features, certain Services may offer email, messaging, blogging, or chat services (collectively, “Communications”) available to our users, either directly or through a third-party provider. We may provide supplemental terms addressing the relationship between you and us for such tools. We will generally not inspect or disclose the contents of private Communications between two users, except with the consent of the sender or the recipient, where necessary to investigate or enforce a violation of our Terms, or in narrowly defined situations provided under applicable law and as otherwise required by court order. We may employ automated monitoring tools to maintain the security of our Services and/or protect our users from mass unsolicited communications or other inappropriate communications as described in these Terms; such tools are not perfect and we are not responsible for blocking legitimate Communication or failing to block illegitimate Communications. Communications through our Services may be subject to limitations such as for storage capacity. Exceeding those limitations may result in deleted or blocked messages, and we are not responsible if such deletion or blocking occurs.

6. Third Party Sites and Information; Promotions

Our Services may link you to other sites (including social media platforms) on the internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. Third party sites can have different terms of use and privacy policies, which we encourage you to review.

From time to time, our Services may include advertisements by or on behalf of third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products or services through our Services. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

7. Linking to the Services

You may link to our website pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

8. Intellectual Property Rights

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful non-commercial purposes in accordance with these Terms and our Privacy Policy. The Services contain Materials owned or licensed by us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the identified content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on the Services. Any unauthorized use of Materials appearing on the Services may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Except as expressly provided herein, we and our third party licensors reserve all rights with respect to the Services and Materials.

Trademarks and service marks that may be referred to in the Services are our property or their respective owners. Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. You are not authorized to use our company and brand names and logos without express written permission, except to the extent otherwise permitted by law.

The Services may be supported by advertising revenue and may display advertisements and promotions, and you agree that we may place such advertising and promotions through the Services or on, about, or in conjunction with User Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice. You acknowledge that we may not always identify promoted services or content, or commercial communications as such.

9. Unauthorized Use of Materials

We respect the intellectual property rights of others, others, and we prohibit users of our Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights or these Terms. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us (a “Notification”) via the contact information provided at the end of these Terms; provided however, that when notifying us that copyrighted material may have been infringed, written notification must be submitted in writing as provided by law to our Designated Agent as follows:

Contact: Designated Agent for Copyright Infringement
Address: 180 Mount Airy Road, Suite 205, Basking Ridge, NJ 07920
Email: [email protected]

To be effective, you must provide a copyright infringement notification as follows:

• Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed);
• Identify the material that you claim is infringing the copyrighted work identified above;
• Provide information reasonably sufficient to permit us to contact you (email address is preferred);
• Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred);
• Include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law”;
• Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
• Sign the paper; and
• Send the written communication to the address provided above.

A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to us using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the law, your Counter Notification must include substantially the following:

• Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located;
• A statement that you will accept service of process from the party that filed the Notification or the party’s agent;
• Your name, address, and telephone number;
• A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

10. Modifications And Interruptions

We cannot guarantee the Services will be available at all times. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

We may change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We may modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. Content removed from the Services may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order or similar legal process. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

11. Disclaimer of Warranties

YOUR USE OF THE SERVICES, MATERIALS AND USER CONTENT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL MATERIALS AND SERVICES (INCLUDING USER CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED , AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “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 OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

WE DO NOT ENDORSE, APPROVE OR VERIFY ANY POSTED USER CONTENT ON THE SERVICES, AND WE SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY USER CONTENT POSTED ON THE SERVICES OR PROVIDED BY ANOTHER USER OR INDIVIDUAL (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO USER CONTENT POSTED ON THE SERVICES, FOR YOUR USE OF ANY USER CONTENT, OR FOR THE CONDUCT OF USERS OR THIRD PARTIES WHETHER ON THE SERVICES OR RELATING TO THE SERVICES.

Through your use of the Services, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any such party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. We make no warranty regarding any transactions executed through, or in connection with the Services, and you understand and agree that such transactions are conducted entirely at your own risk. any warranty that is provided in connection with any products, services, materials, or information available on or through the Services from a third party is provided solely by such third party, and not by us.

Content available through the Services often reflects opinions or facts offered by an information provider, another user of the Services, or another person or entity. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized spokesperson of our organization speaking in their official capacity. Specific editorial policies posted on certain portions of the Services may provide further information and are incorporated by reference into these Terms.

12. Limitation of Liability

In no event shall we (including our affiliates, employees and agents) be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this site or of any web site referenced or linked to from this site. Further, we shall not be liable in any way for User Content or third party goods and services offered through the Services or for assistance in conducting commercial transactions through the Services, including without limitation the processing of orders. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

13. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us (with our affiliates, employees and agents) harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Services, your User Content, or your violation of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

14. Governing Law and Dispute Resolution

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New Jersey (USA) applicable to agreements made and to be entirely performed within the State of New Jersey (USA), without regard to its conflict of law principles. The United Nations Convention on the International Sales of Goods will not apply to these Terms or our Services.

EXCLUDING DISPUTES ADDRESSED THROUGH ARBITRATION AS PROVIDED BELOW, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW JERSEY (USA) IN RELATION TO ANY CLAIM, DISPUTE, OR DIFFERENCE ARISING FROM THESE TERMS, AND YOU AGREE TO WAIVE ANY RIGHT OF REMOVAL OR TRANSFER WHETHER DUE TO FORM NON CONVENIENS OR OTHER REASON. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transaction Act (UCITA) are expressly excluded from these Terms.

We are reachable via the contact information at the end of these Terms to address any concerns you may have regarding the Services. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations (which must include you and not just your counsel), which shall be a precondition to you initiating a lawsuit or arbitration against us. Any matter or dispute relating in any way to your use of the Services or these Terms, which is not so resolved shall be submitted to binding confidential arbitration as provided below.

Excluding claims by us for injunctive or other non-monetary relief, any claims related to the Services and any dispute or controversy arising out of or relating to these Terms, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of these Terms, shall be resolved by final and binding arbitration in accordance with the JAMS Inc. Streamlined Arbitration Rules & Procedures then in effect, except as otherwise provided below. If you initiate the arbitration, to the extent the filing fee for the arbitration exceeds the lesser of $250 or the cost of filing a lawsuit, we will pay the additional cost.

The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

The arbitration shall take place in the State of New Jersey (USA) or at the option of the party seeking relief, online, by telephone, via written submissions alone or in your state of residence if requested, and be administered by JAMS; PROVIDED HOWEVER, that in the event that five (5) or more individuals seek to initiate (or do initiate) one or more lawsuit and/or arbitration proceeding against us in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then instead of such arbitrations being administered by JAMS, we may elect to consolidate such arbitrations without JAMS before an arbitrator mutually agreed-upon by the Parties (and immediately terminate any pending filing or administration by JAMS), (i) with such arbitrator being a retired federal or state judge, and (ii) except with respect to administration of the arbitration proceedings, the arbitrator shall follow JAMS Inc. Streamlined Arbitration Rules and Procedures or a similar set of rules and procedures to be specified by the arbitrator.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING.

IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR CONSOLIDATED ARBITRATION AS PROVIDED ABOVE, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree (and except for consolidated arbitration as provided above), no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

15. App store terms

If you access our apps from a third party app store platform (e.g., Apple, Google) (“App Store”), your access and use of the Apps will also be subject to that App Store’s terms (“App Store Terms”). For informational purposes, note that the App Store Terms generally provide that you agree or acknowledge as follows:

• These Terms are between you and us only, and not with the App Store, and the App Store is not responsible for our Apps and Materials. You acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. To the maximum extent permitted by applicable law, the App Store has no warranty obligations whatsoever with respect to the Apps.
• Your license to use the Apps is limited to a non-transferable license to use the Apps on any devices supported by that App Store that you own or control, and as permitted by the usage rules set forth in the App Store Terms, except that the Apps may at times be accessed and used by other accounts associated with you (e.g., via family sharing programs).
• The App Store is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
• In the event of any third party claim that the Apps or your possession and use of Apps infringe that third party’s intellectual property rights, we, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, subject to our Terms.
• Under some App Store Terms, you must 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.
• The App Store provider with its legal affiliates are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

Please review your App Store Terms for additional relevant terms and conditions that may apply. We do not control your applicable App Store Terms, including their privacy policy and practices.

16. International Use

Our Services are operated from the United States (and in some instances, from Canada). Although the Services may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited (e.g., countries sanctioned under applicable law). Those who choose to access the Services from locations outside the United States (and Canada) do so on their own initiative and are responsible for compliance with United States (and Canada) and local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

17. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your Account and/or access to any or all of the Services with or without notice and for any or no reason in our sole discretion, including without limitation, a suspected or actual breach of these Terms or other fraudulent, abusive or illegal activity. Upon termination or suspension, regardless of the reasons therefore, your right to use the Services immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

18. Entire Agreement; Severability

You agree that these Terms (including our Privacy Policy and any other materials we incorporate by reference) constitute the complete and exclusive statement of the agreement between you and us and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms. If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services.

19. Electronic Communications, Transactions and Signatures

Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive communications from us through electronic means (e.g., email), and agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and/or on the Services, satisfy any legal requirement that such communication be in writing. All notices to us asserting a legal claim shall be in writing and effective upon receipt by us via conventional mail or courier (i.e., UPS, FedEx).

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES IN CONNECTION WITH ANY BINDING TERMS OR CONTRACTS IN CONNECTION WITH THE SERVICES. You hereby waive any rights or requirements under any applicable laws which require an original signature or delivery or retention of non-electronic records.

20. Contact Us

If you have any questions, concerns or comments about these Terms or our Services, or to resolve a complaint regarding the Services, please contact us at 800-317-9139 or [email protected].

These Terms were last updated June 06, 2024.