HEALTH VECTOR LLC TERMS OF USE

Last modified: Oct 26, 2018

THESE TERMS OF USE (the “Agreement”) set forth the terms and conditions that apply to Your access and use of the www.healthvector.world websites and any subdomains thereof (collectively, the “Site”) and the Health Vector software and mobile applications, whether hosted by Health Vector or downloaded from the Site, inclusive of any mobile applications (collectively, “Applications,” and together with the Site, the “Services”), all as owned and operated by Health Vector, its subsidiaries and/or affiliates (collectively, “Health Vector”).  As used herein, the term “You” means the individual end user accessing or using the Service, whether by visiting the Site, downloading the Applications or subscribing to the Services. You should carefully read this Agreement which, together with Health Vector’s Privacy Policy, governs Your use of the Services.

1.       Your Acceptance of the Terms of This Agreement. By accessing or using the Site, or downloading, installing, or using the Applications, or subscribing to, accessing or using any of the Services, whether through the Site or via the Applications, You agree that You: (a) have read and understood this Agreement and its terms; (b) are 18 years of age or older and are at least of the legally-required age in the jurisdiction in which You reside, and otherwise have the capacity and authority to enter into this Agreement; and (c) are bound by all of the terms and conditions set forth in this Agreement. By accepting electronically (for example, clicking “I AGREE”), installing, accessing or using the Services, You agree to be bound by the terms and conditions of this Agreement and Health Vector’s Privacy Policy, as they may be amended by Health Vector from time to time (see, Section 2 (Changes to this Agreement) below). If You do not agree to be bound by this Agreement, or if You are not legally authorized to accept and be bound by the terms and conditions set forth in this Agreement, or if You are not at least 18 years of age and, in any event, of a legal age to form a binding contract with Health Vector, then You may not use any of the Services.

 

2.       Changes to this Agreement. Except with respect to Section 13(d) (Mandatory Arbitration), Health Vector reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms and conditions of this Agreement at any time; provided, however, that Health Vector will use its reasonable efforts to provide You with notification of any material changes (as determined in Health Vector’s sole and absolute discretion) by email, postal mail, website posting, pop-up screen, or other in-Services notice. You should visit the Site whenever You use the Services to review this Agreement and learn if any terms of this Agreement may have changed. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with the terms of this Agreement, then You must immediately stop using the Services. Your continued use of the Services following any revision to this Agreement constitutes Your complete acceptance of any and all such changes.

 

3.       Description of the Services; Third Party Content.

 

a.       The Services are made available to You as an information management tool that allows You to consolidate, organize, view and monitor Your own health and wellness information using a single interface or portal. Any information displayed or provided to You by Health Vector in connection with Your use of the Services is being provided to You solely for Your informational benefit.

 

b.       You may direct Health Vector to retrieve Your own Content maintained online by one or more third party providers with whom You have a pre-established customer relationship (“Third Party Content”), and You may similarly use the Services to manually enter or post Your own Content to the Services. By using the Services to submit Your Content, including Your use of the Services to submit Your applicable credentials to access Your Third Party Content (e.g., Your login credentials), You direct and authorize Health Vector to access such Content for the purposes of making the Services available to You.  

 

c.       Health Vector does not review Your Content or any Third Party Content for accuracy, legality or non-infringement, and Health Vector is not responsible for any such Content or Third Party Content that You submit or direct and authorize Health Vector to access in connection with Health Vector’s making of the Services available to You. Additionally, Health Vector is not responsible for any technical or other difficulties which may result in a delay or failure to access, obtain or update Your Third Party Content from the relevant third party providers or for other Services interruptions, and Health Vector does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store or display Your Content or Third Party Content.  You are solely responsible for Your own Content and you acknowledge that except as expressly provided in this Agreement, Health Vector is not required to monitor or control Your Content and Health Vector cannot take responsibility for such Content.  Any use of or reliance on Your Content is at Your own risk and Health Vector expressly disclaims any liability that may arise as a result of any use of or reliance on Your Content.

 

4.       Privacy and Your Personal Information; Content License

 

a.       Health Vector respects Your privacy and certain information collected from You by Health Vector is subject to the Health Vector Privacy Policy. Any personal information, financial information, materials, text, medical records, data, photos, scans, passwords, access or login credentials, Third Party Content or other content that You may enter, upload, download, post, share or otherwise transmit using the Services or that You may otherwise provide to Health Vector in connection with Your use of the Services (collectively, the “Content”) is subject to the Health Vector Privacy Policy, which governs the collection and use of Your Content.  You can view the Health Vector Privacy Policy on the Site. 

 

b.       You agree that Health Vector may use and maintain Your Content according to the Health Vector Privacy Policy as part of the Services. You give Health Vector permission to combine Your Content with that of other users of the Services, and to use such non-identifiable, aggregated Content to make the Services available to You or to otherwise improve the Services.  Health Vector shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from Your use of the Service, such as usage statistics (“Blind Data”).  To the extent that any Blind Data is collected by Health Vector, such Blind Data shall be solely owned by Health Vector and may be used by Health Vector for any lawful business purpose without a duty of accounting to You, provided that the Blind Data is used only in an aggregated form, and without specifically identifying You as the source of the Blind Data.

c.       Health Vector does not own or claim ownership of Your Content.  By posting or otherwise submitting Your Content using the Service, You grant Health Vector a worldwide, non-exclusive, royalty-free, fully sub-licensable, fully transferable right and license to use, publish, store, perform, display, copy, reproduce, modify, distribute and create derivative works of such Content in accordance with the Health Vector Privacy Policy for the limited purpose of making the Services available to You.

 

5.       Your Access to the Service. Subject to Your acceptance of and compliance with the terms of this Agreement, Health Vector grants You a personal, non-exclusive, non-transferable, revocable, limited right and license to access and use the Services during the term of this Agreement. If there is an unauthorized access or use of the Services by You, Health Vector reserves the right to immediately disable or suspend Your access to or use of the Services until such time as such unauthorized access or use has been remedied to Health Vector’s reasonable satisfaction. Subject to the limited rights granted to You in this Agreement, Health Vector retains all right, title and interest in and to the Services and You acknowledge that You neither own nor acquire any additional rights in or to the Services not expressly granted by this Agreement. You further acknowledge that Health Vector retains the right to use the Services for any purpose in Health Vectors’ sole discretion.

 

6.       Usage Rules.  As a condition of Your use of and access to the Services, You agree to comply with any Application-specific or content-specific rules published by or on behalf of Health Vector within the Services, as well as with the following usage rules, which Health Vector may modify or supplement in its discretion from time to time in accordance with Section 2. The Services are made available to You solely for Your personal use in accordance with the terms of this Agreement and all applicable laws, rules and regulations (including those relating to internet, data, and email privacy) and, You agree that Your activities on and use of the Services will not: (a) copy or adapt the Service’s software; (b) reverse engineer, decompile, reverse assemble, modify or attempt to discover the Services’ software (source code or object code); (c) use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Services, or use or launch any unauthorized script or other software; (d) distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program; (e) cover or obscure any notice, legend, warning or banner contained on the Services; (f) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services; (g) sell the Services or any part thereof in exchange for currency or items of monetary value; (h) use the Services for unlawful purposes or to otherwise violate any applicable law, including without limitation any applicable export laws; (i) infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity; (j) be obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or cause embarrassment to any other person as determined by Health Vector in its sole discretion; (k) further any chain letters or pyramid schemes; (l) deliberately mislead anyone as to Your identity or falsely impersonate another person; (m) allow another person or entity to use Your login credentials or identity in order to access the Services; (n) post or transmit unsolicited messages, or engage in “spam”; (o) engage in conduct deemed by Health Vector to be in conflict with the spirit or intent of the Services, including without limitation, by restricting or interfering with any other users’ use or enjoyment of the Services, or exposing Health Vector or another to any liability or detriment of any kind; (p) engage in cheating or any other activity deemed by Health Vector to be in conflict with the spirit or intent of the Services; or (q) scrape or crawl the information or data on the Services.

 

7.       Subscription Fees and Payments

 

a.       Subscriptions. The Services are offered and made available to You on a subscription basis. In exchange for a monthly or annual payment of the applicable subscription fees, whether paid by You or on Your behalf by a third party sponsor (e.g., by Your sponsoring employer or insurer)  You will have access to the Services for the period of time for which Your subscription fees were paid.  Your subscription will automatically renew at the end of each monthly or annual subscription term for the same period of time. When Your subscription automatically renews, Your or Your sponsor’s designated payment method (e.g., a credit card or ACH debit) will be charged Health Vector’s then-current fees for the applicable subscription on the designated billing date. In the event that Health Vector is unable to successfully charge Your applicable subscription fees, for example, due to an expired credit card, Your subscription will be terminated effective as of Your designated billing date, unless You or Your sponsor provide Health Vector a new payment method prior to such termination. Health Vector will endeavor to provide You with advanced notice of any automatic renewals of Your Services subscription (e.g., by sending You an e-mail prior to such a subscription renewal). All payments processed by Health Vector must be made by an approved payment method, such as a credit card or ACH debit, which will be indicated on the applicable Order Form. As between You and Health Vector, You are responsible for paying any amounts for Services billed to Your payment method by a third party who had access to Your payment method, whether or not such amounts were authorized by You. You agree to pay all fees and charges incurred in connection with Your account (including any applicable taxes) at the rates in effect when the charges were incurred. If Health Vector does not receive payment from Your payment method issuer or its agent, You agree to pay all amounts properly due upon demand by Health Vector. Your account may be deactivated without notice to You if payment is past due, regardless of the amount of money owed to Health Vector. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of Your Services subscription. Unless stated otherwise, prices exclude all applicable taxes.

 

b.       Free Trials. From time to time, Health Vector may offer You a free trial period during which You can use the Services for free for a limited period of time (a “Free Trial”), and pursuant to certain additional terms and conditions that will be communicated to You. Health Vector retains the sole discretion to determine Your eligibility for a Free Trial. Free Trials of the Services may require that You provide Health Vector with Your complete registration information prior to initiating the Free Trial. Prior to the expiration of Your Free Trial, Health Vector will prompt You to provide a registered payment method to which Your paid subscription fees will be automatically charged and Your subscription will begin on the first day after the expiration of Your Free Trial. If You do not provide Your registered payment method or if You cancel Your subscription prior to the expiration of Your Free Trial, Your Free Trial will continue until its designated expiration, following which You will lose Your free access to the Services at the expiration of the Free Trial.

 

c.       Cancelling Free Trials. If You use the Services in connection with a Free Trial, You may cancel Your Services subscription prior to the conclusion of Your Free Trial by contacting Health Vector directly, or following the instructions available on the Site or Application made available to You in connection with the Services. Health Vector will not provide You any refund or credit for any payment that You have made for the Services, unless required to do so by applicable law.

 

d.       No Refunds.  Unless prohibited by applicable law, all subscription fees paid and charges made prior to termination of Your Services subscription are non-refundable. Termination of Your subscription shall not relieve You of any obligations to pay accrued and outstanding charges.

 

8.       Ownership of Intellectual Property; Submissions.

 

a.       Unless otherwise specified in writing, all software, content, information and materials that are part of the Services, inclusive of the Site and the Applications, are owned, controlled, or licensed by Health Vector and its licensors and are protected by law from unauthorized use. The entire contents of the Services are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Health Vector, and any Health Vector logos or marks, are trademarks of Health Vector and its licensors and may not be used without the express written permission of Health Vector. You do not acquire any ownership rights by using the Services, accessing the Sites or by downloading Applications to Your devices. You agree not to copy, redistribute, publish or otherwise exploit material from the Services, except as expressly permitted herein, without the express prior written permission of Health Vector. 

 

b.       You hereby assign to Health Vector all rights in and to any comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Health Vector in connection with Your use of the Services (excluding the Content) (collectively, “Submissions”), and You agree that the Submissions will be the exclusive property of Health Vector and, in confirmation thereof, You agree that, unless otherwise prohibited by law, Health Vector may use, sell, exploit and disclose the Submissions in any manner, without restriction and without compensation to You. You represent and warrant that any Submissions are Your original creations, that You have all rights to the Submissions, and that the Submissions do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights or privacy or publicity. You agree that the provisions in this Section 8(b) will survive any termination of Your subscription, the Services, or this Agreement.

 

c.       You agree to include, and to not remove or alter, Health Vector’s trademark, copyright or other proprietary rights notices, as provided by Health Vector on or in connection with the Service, and You agree to comply with any Services usage guidelines that may be provided to You by Health Vector from time to time.

 

9.       Limited Technical Support. Health Vector will use its commercially reasonable efforts to make the Services available to You 24 hours per day, 7 days per week, except for scheduled or emergency down-time for maintenance, repair, upgrades or other changes. Health Vector will make reasonable efforts to minimize the amount of downtime.  Customer technical support is included in Your monthly subscription fee.  Phone support for the Service is available during Health Vector’s normal business hours. Email support is available 24 hours, 7 days per week at info@healthvector.world or at www.healthvector.world.  Health Vector or its designated third party agent will respond to Your requests for support within two business days. Support offerings may change or be withdrawn without notice to You.

 

10.    Passwords. You are responsible for all actions on the Services taken by You or using Your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to Your Services password or account. Without limiting the foregoing, it is Your sole responsibility to: (a) control the dissemination and use of any login code and password; (b) authorize, monitor, and control access to and use of Your Services account and password; and (c) promptly inform Health Vector of any need to deactivate a password. You will promptly notify Health Vector of any unauthorized use of any of Your account credentials, including passwords.

 

11.    Warranty; Disclaimers; Limitations; Waivers of Liability

 

a.       Health Vector warrants to You that: (i) Health Vector will perform or otherwise make the Services available to You in a professional manner consistent with industry standards and practices; (ii) the Service, inclusive of the Applications, when used in accordance with any accompanying documentation or written specifications, will perform in all material respects as specified in such documentation and/or specifications; and (iii) the Applications will not contain any back door, time bomb, Trojan horse, worm, virus or similar malicious code (collectively, “Malware”). If You reasonably believe that Health Vector has failed in a material respect to make the Services available in accordance with the terms of this Agreement or the foregoing express warranties, You shall notify Health Vector within thirty (30) days after the defective Services were performed or otherwise made available to You, and in the event of such defective Services, Your sole and exclusive remedy, and Health Vector’s sole and exclusive obligation, shall be for Health Vector to correct the defects or re-perform the Services. Health Vector will not be liable to the extent that any breach of the foregoing express warranties are caused by any other third party components, software, hardware or services that were not provided to You by Health Vector, or Your unauthorized use of the Service, or Malware introduced by You or another end user.

 

b.       WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES SET FORTH IN SECTION 11(a), YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES AREPROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER HEALTH VECTOR NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “HEALTH VECTOR PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.

 

c.       THE HEALTH VECTOR PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY, WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER OR NOT THE HEALTH VECTOR PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT HEALTH VECTOR IS LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE HEALTH VECTOR PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT THAT YOU HAVE PAID HEALTH VECTOR IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES WILL THE HEALTH VECTOR PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT THAT YOU HAVE PAID HEALTH VECTOR IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

 

d.       TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

 

e.       HEALTH VECTOR DOES NOT PROVIDE MEDICAL ADVICE NOR DO THE SERVICES CONSTITUTE THE PRACTICE OF MEDICINE, NURSING, OR ANY OTHER HEALTHCARE PROFESSION. HEALTH VECTOR DOES NOT, NOR CAN THE SERVICES BE USED TO DIAGNOSE OR TREAT MEDICAL CONDITIONS, NOR DOES HEALTH VECTOR OR THE SERVICES HAVE ANY CONNECTION TO THE PROVISION OF HEALTHCARE OR MEDICINE.  ANY INFORMATION PROVIDED TO YOU AS A RESULT OF YOUR USE OF THE SERVICES IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATIONAL BENEFIT. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING ANY MEDICAL CONDITION THAT YOU MAY HAVE. SHOULD ANY UNEXPECTED MEDICAL EVENT OCCUR WHILE ARE USING OR ACCESSING THE SERVICES, IMMEDIATELY CALL YOUR DOCTOR OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER OR IMMEDIATELY PROCEED TO YOUR LOCAL EMERGENCY ROOM.

 

12.    Indemnification

 

a.       Health Vector agrees to defend, indemnify and hold You harmless from and against any third party claim, demand, suit, investigation or proceeding (each, a “Claim”) made or brought against You alleging: (i) Health Vector’s material breach or grossly negligent performance of its obligations under this Agreement, or (ii) that the Services infringe or misappropriate a third party copyright, trade secret, trademark or United States patent. If Your use of the Services in accordance with this Agreement has become, or in Health Vector’s reasonable opinion is likely to become, the subject of a third party infringement Claim, Health Vector may at its option and expense: (i) procure for You the right to continue using the Services as set forth herein; (ii) modify the Services to make it non-infringing; or (ii) if the foregoing options are not reasonably practicable, terminate this Agreement. Health Vector will have no liability or obligation with respect to any Claim to the extent caused by Your use of the Services in a manner that is not in accordance with this Agreement, or the combination, operation or use of the Services with other applications, portions of applications, products or services where the Services would not by itself be infringing. This Section 12(a) states Health Vector’s entire and exclusive obligation, and Your exclusive remedy, for any claim of any nature related to the subject matter described in this Section 12(a).

 

b.       You agree to defend, indemnify and hold harmless the Health Vector Parties from and against all liability, Claims, actions and expenses, including attorneys’ fees and costs, arising out of Your use of the Service, Health Vector’s use of Your Content in accordance with this Agreement, or Your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement, except to the extent that such Claim is indemnifiable by Health Vector in accordance with Section 12(a). You agree that the provisions in this paragraph will survive any termination of Your Services subscription or this Agreement.

 

13.    Governing Law/Waiver of Injunctive Relief.

a.       This Agreement and all aspects of the Services will be governed by and construed in accordance with the internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions) regardless of Your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration as set forth below, You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.

b.       You acknowledge that the rights granted and obligations made hereunder to Health Vector are of a unique and irreplaceable nature, the loss of which will irreparably harm Health Vector and which cannot be replaced by monetary damages alone so that Health Vector will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by You of this Agreement. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit Your claims to claims for monetary damages (if any).

c.       To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), You and Health Vector agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send Your notice to Health Vector LLC, Attn: Legal Affairs, P.O. Box 590348, Newton Center, MA 02459 USA.

d.       Mandatory Arbitration. If You and Health Vector are unable to resolve a Dispute through informal negotiations within thirty (30) days, either You or Health Vector may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and Your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

e.       Notwithstanding the above, You and Health Vector agree that arbitration will be limited to the Dispute between Health Vector and You individually. To the full extent permitted by law, (i) no arbitration will be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

f.        You and Health Vector agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of Your or of Health Vector’s intellectual property rights; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

14.    Waiver/Severability. The failure of Health Vector to require or enforce strict performance by You of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Health Vector’s right to assert or rely upon any such provision or right in that or any other instance. You and Health Vector agree that if any portion of this Agreement, except any portion of Section 13(d) (Mandatory Arbitration), is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 13(d) (Mandatory Arbitration) is found to be illegal or unenforceable then neither You nor Health Vector will elect to arbitrate any Dispute falling within that portion of Section 13(d) (Mandatory Arbitration) found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction in Boston, Massachusetts, and You and Health Vector agree to submit to the personal jurisdiction of that court.

15.    SMS Messages; Network Access.

a.       You hereby acknowledge and agree that the Services may send You informational text (SMS) messages as part of the normal business operation of Your use of the Service, for example, to confirm Your identity or to reset Your passwords. You may opt-out of receiving text (SMS) messages from Health Vector at any time by texting the word STOP from the mobile device receiving the messages to the number from which messages were sent; provided, however, that You hereby acknowledge that opting out of receiving text (SMS) messages may limit or interfere with certain functionality of the Service.

b.       Your full use and enjoyment of the Services may require a compatible mobile device, Internet and/or network access. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. HEALTH VECTOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

 

16.    Third Party Sites and Products. The Services may include links to third party sites or services, or information about third party products or services. You should review the terms of use and privacy policies of all sites and services You link to from or are referred to by the Services. Health Vector does not endorse or take responsibility for these third party offering, nor does Health Vector vet or take responsibility for third party sites, services or products or the postings or communications of other users.

 

17.    Miscellaneous. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Services-related materials obtained from the Services and/or Health Vector. The rights and privileges granted to You under this Agreement will terminate immediately and automatically without notice from Health Vector if, in Health Vector’s sole discretion, You fail to comply with any term or provision of this Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. Health Vector may assign this Agreement to any party at any time without any notice to You. You may not assign this Agreement without Health Vector’s prior written consent. This Agreement (including the Health Vector Privacy Policy) contains the entire understanding of You and Health Vector, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by You. The section headings used in this Agreement are for convenience only and will not be given any legal import. You agree that this Agreement will not be construed against Health Vector by virtue of having drafted it. You hereby waive any and all defenses You may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

18.    Statute of Limitations. You and Health Vector both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement (including the Privacy Policy) must be filed within one (1) year after such claim or cause of action arose or will be forever barred.

19.    Terms For App Stores. If You accessed or downloaded the Services from the Apple Store, You agree to use such Services only: (1) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service as of the effective date of this Agreement. If You accessed or downloaded such Services from any app store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then You acknowledge and agree that: (i) this Agreement is between You and Health Vector, and not with App Provider, and that, as between Health Vector and the App Provider, Health Vector is solely responsible for the Services (to the extent not disclaimed herein); (ii) the App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to any Services; (iii) in the event of any failure of any Services to conform to any applicable warranty, You may notify App Provider and App Provider will refund You any purchase price You paid for such Services (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to such Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of such Services to conform to any warranty will be the sole responsibility of Health Vector (to the extent not disclaimed herein); (iv) App Provider is not responsible for addressing any claims that You or any third party may have relating to the Services or Your possession and use of such Services, including, but not limited to: (1) product liability claims; (2) any claim that such Services fail to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation; (v) in the event of any third party claim that any Services or Your possession and use of such Services infringes that third party’s intellectual property rights, Health Vector will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by this Agreement; (vi) App Provider and its subsidiaries are third party beneficiaries of this Agreement as related to Your license of any Services, and, upon Your acceptance of this Agreement, App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to Your license of such Service against You as a third party beneficiary thereof; and (vii) You agree to comply with all U.S. and foreign export laws and regulations to ensure that no Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations, and by using any Services, You represent and warrant that: (1) 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 (2) You are not listed on any U.S. Government list of prohibited or restricted parties.