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THIS DOCUMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. YOU SHOULD REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ACCESSING OR USING THIS WEBSITE AND THE SERVICES DEFINED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS WEBSITE AND THE SERVICES
Agreement and Terms
Your affirmative act of using the Services constitutes your electronic signature to these Terms and your consent to enter into this agreement electronically. You may print and retain a copy of these Terms. To print you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device.
CHANGES TO THESE TERMS. As we improve the Services, we may need to update these Terms. The revised version of the Terms will be effective immediately upon posting. You should frequently review these Terms because your continued use of the Services after posting of a revised version signifies your consent.
YOUR CONTENT. The content that you submit through the Services may include your name, e-mail address, and phone number (“User Content“). The User Content is yours and you still own it. You do, however, give us permission to use the User Content in ways necessary to provide, improve, promote and protect the Services.
YOUR LICENSE TO US. When you provide User Content via the Services, you grant Medvantx (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, and create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services.
- Follow The Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.
- California Consumer Privacy Act. You acknowledge and agree that Medvantx is a “Service Provider” under the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. and its legally binding implementing regulations with respect to any personal information. Medvantx certifies that it will not sell, retain, use, or disclose, your personal information for purposes other than performing the Services, or as otherwise permitted by Service Providers under the CCPA. Notwithstanding the foregoing, you agree that in accordance with the CCPA, Medvantx may use your personal information internally to (a) build and improve the quality of the Services, or (b) for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity.
- Medical Professionals. You acknowledge and agree that nothing contained in the Site or provided by the Services is or shall be construed as medical advice. Always consult your medical professional when seeking medical advice.
TERM AND TERMINATION. These Terms will remain in effect until terminated by either you or us. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you are violating these Terms. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of these Terms: Your Content, Intellectual Property, Limitation of Liability, Indemnification, Disclaimer, Dispute Resolution, Choice of Law, and Miscellaneous.
CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
YOU AGREE THAT BY USING THE SITE AND THE SERVICES, YOU AND MEDVANTX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND MEDVANTX AGREE THAT EACH 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, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
You and Medvantx agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms, your use of the Site, or your and Medvantx’s dealings with one another shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. The arbitration will be conducted by Judicial Arbiter Group, Inc. (“JAG”) using one arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAG arbitrators in accordance with the Arbitration Rules and Procedures of JAG. If JAG is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and Medvantx both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act. For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and Medvantx must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Diego, California. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor Medvantx will be able to have a court or jury trial or participate in a class action or class arbitration. You and Medvantx each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND MEDVANTX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, YOUR USE OF THE SITE, OR YOUR AND OUR DEALINGS WITH ONE ANOTHER MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You and we agree that all challenges to the validity and applicability of the arbitration provision—i.e. whether a particular claim or dispute is subject to arbitration—shall be determined by the arbitrator. Notwithstanding any provision in these terms to the contrary, if the class-action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in San Diego, California or the U.S. District Court Southern District of California, San Diego, California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms. This arbitration agreement will survive termination of your use of the Site and your relationship with Medvantx. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879.
If you wish to opt-out of the agreement to arbitrate, within 45 days of when you first use the Site or the Services, you must send MEDVANTX a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address: firstname.lastname@example.org. In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in San Diego, California or the U.S. District Court Southern District of California, San Diego, California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms.
Third-party web sites: For your convenience, certain hyperlinks may be provided on the Site or in the Services that link to other Web sites which are not under our control. We do not endorse or sponsor such Web sites and we are not responsible for the availability, accuracy, content, or any other aspect of such Web sites. We disclaim all liability for such Web sites, for all access to and use thereof, and for use of the links to such Web sites. We also disclaim all liability, and make no representations or warranties, with respect to any the Services or services made available, sold, or provided to you by any third-party. Your use of other Web sites, and any purchases of services, volunteering of time or services, or making of charitable contributions through other Web sites, is subject to the terms and conditions of such other Web sites. You agree that you will bring no suit or claim against Medvantx arising from or based upon any such use of other Web sites. Hyperlinks to other Web sites that are provided on the Site or in the Services do not imply that: (a) Medvantx is affiliated or associated with any linked sites; (b) Medvantx is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of Medvantx.
LINKS TO THE SITE. Without our express, prior, written permission, you shall not: (a) “frame” the Site or the Services or otherwise cause the Site or the Services to appear in a window with any other material; (b) cause the hyperlink to the Site, or the Site or the Services, to be displayed in any way that is disparaging to Medvantx or any entity that is affiliated or associated with Medvantx; or (c) otherwise imply or state that any type of relationship or special arrangements exist with Medvantx and any other entity; (d) use any tradename, trademark, or brand name of Medvantx in metatags, keywords and/or hidden text, including for the purpose of affiliate marketing.
INTELLECTUAL PROPERTY. All content on this Site, including, but not limited to, all photos, images, videos, text, data and data compilations, graphics, works of authorship, designs, logos and button icons (collectively, “Site Content”); any improvements or modifications to such Site Content; any derivative works based on any of the foregoing; and the collection, arrangement and assembly of all such Site Content, are the property of Medvantx and/or its licensors and are protected by United States and international copyright and other intellectual property laws.
The mark “MEDVANTX,” “MEDVANTX INSIGHTS,” and other marks that may be displayed on the Site are the proprietary service marks or trademarks of Medvantx or other third parties. Medvantx’s marks may not be used in connection with any product or service that is not Medvantx’s, in any manner that is likely to cause confusion among consumers, or to disparage or discredit Medvantx. All trademarks and service marks not owned by Medvantx that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Medvantx. You may not use, copy, modify or display any of the trademarks, service marks, trade names, company names or logos appearing on the Site without the express written permission of the respective owner thereof.
DISCLAIMER. Although we strive to make the Site, the Services and the features, materials, information and services provided through the Site reasonably helpful, useful, reliable and current, you understand and agree that your access to and use of the Site, the Services and all features, materials, information and services available through the Site and Medvantx are at your own initiative and risk. We do not promise, covenant, represent, warrant, or guarantee that you or any other user of the Site or the Services will obtain any particular or tangible result or goal through the use of the Site or the Services, or obtain any other product or service in connection with use of the Site or the Services. It is solely your responsibility to take appropriate precautions to ensure that any information, materials, or anything else that you submit to or through the Site or to Medvantx in any other way, or that you access, use, download, or otherwise obtain on or through the Site or by or through Medvantx, are: (a) up-to-date, accurate, complete, reliable, truthful and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines.
THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR THROUGH MEDVANTX ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, YOUR ORGANIZATION, OR ANY THIRD-PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH COMPANY ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. IN NO EVENT SHALL MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES ACCESSIBLE ON OR THROUGH THE SITE OR OTHERWISE MADE AVAILABLE BY MEDVANTX, INCLUDING ANY THE SERVICES; (B) THE USE, COPYING, OR DISPLAY OF THE SITE OR THE SERVICES OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET; (C) OUR PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU, YOUR ORGANIZATION, OTHER USERS OF THE SITE, OR OTHER THIRD-PARTIES, INCLUDING, BUT NOT LIMITED TO, ANY NOT-FOR-PROFIT ORGANIZATIONS; (E) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD-PARTIES; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF THE SITE OR THE SERVICES. UNDER NO CIRCUMSTANCES SHALL MEDVANTX, ITS CONTRACTORS, SUPPLIERS CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, ANY NOT-FOR-PROFIT ENTITY, OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD-PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF MEDVANTX, EVEN IF MEDVANTX WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE OR THE SERVICES, MEDVANTX AND SUCH PARTIES’ CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
SPECIAL NOTICE TO CALIFORNIA AND NEW JERSEY RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
BY USING THE SITE AND THE SERVICES, YOU: (A) ASSUME ALL RISK OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES; (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE MEDVANTX, AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SITE AND THE SERVICES; AND (D) YOU VOLUNTARILY WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST MEDVANTX FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF MEDVANTX AND ITS AGENTS AND EMPLOYEES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.
INDEMNIFICATION. You agree to indemnify, defend and hold harmless Medvantx, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, and partners from any and all claims, losses, liabilities, demands, damages, costs, or expenses (including reasonable attorneys’ fees), arising from or asserted by any third party relating in any way to (a) your use of the Site or the Services, or any other feature, product, service or promotion offered to you by Medvantx; (b) any claim of infringement of third party intellectual property rights; (c) uploading, posting, emailing, reproducing, transmitting or otherwise distributing any content or other materials by you; or (d) the breach of any of these Terms by you or any users of your account with Medvantx. Medvantx reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.
The failure of Medvantx to enforce any provisions of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.
SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Medvantx with respect to your use of the Services, and supersedes any previous oral or written communications or documents concerning the subject matter of this Agreement. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions shall remain in full force and effect.
QUESTIONS REGARDING THE SITE, THE SERVICES OR THESE TERMS. Please contact us with any questions regarding the Site or these Terms by e-mail email@example.com.