Terms & Conditions
Last Updated: Dec 14, 2020
This Terms of Service (this “Terms of Service”) is agreed to between Health Sqyre, Inc. (“Health Sqyre”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, “you”). Health Sqyre offers end users (“Users”) the ability to access information, data, and other content (“Content”), as well as related services (the “Services”) described on the website located at ww.healthsqyre.com or other websites or web applications operated by Health Sqyre (each, a “Website”). This Terms of Service applies to the Website and the Content and Services available through the Website.
PLEASE CAREFULLY READ THIS TERMS OF SERVICE. BY ACCESSING OR USING THE WEBSITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF SERVICE, HEALTH SQYRE IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE WEBSITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF SERVICE AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE.
YOU SHOULD CAREFULLY READ THIS TERMS OF SERVICE, INCLUDING THE REQUIRED USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND THE LIMITATIONS ON THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, AS DESCRIBED IN THE “DISPUTES” SECTION OF THIS TERMS OF SERVICE.
1. Definitions. Terms used in this Terms of Service have the definitions given in this Terms of Service or, if not defined in this Terms of Service, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Terms of Service is entered into as of the earlier of the date you first accessed the Website or used the Website, Content, or Services (the “Effective Date”) and will continue until terminated as set forth herein.
3. Modifications. Health Sqyre reserves the right, at any time, to modify the Website, Content, or Services, with or without notice to you, by making those modifications available on the Website. Health Sqyre also reserves the right, at any time, to modify this Terms of Service. Health Sqyre will inform you of the presence of any changes to this Terms of Service by posting those changes on the Website or by providing you with notice through the Website. Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website. You may terminate this Terms of Service as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Website, Content, or Services following such notice period. We reserve the right to decline services to you for any reason without explanation.
4. Eligibility. The Website, Content, and Services are intended for use by individuals 18 years of age and older. If you are 18 years of age or older, then you may access and use the Website, Content, and Services only if your parent or guardian accepts this Terms and Service on your behalf. If you are under 18, do not use the Website or Services or otherwise provide information to us.
5. Account. You may be required to establish an account on the Website (an “Account”) to access portions of the Website, Content, or Services. You may create an Account directly, or in some cases, if you are legally responsible for another person, you may be able to create an Account on their behalf. If you create an account on behalf of someone else, you represent and warrant that you have all rights to do so, and you will remain responsible for all activities under the Account. Approval of your request to establish an Account will be at the sole discretion of Health Sqyre. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Website, Content, or Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify Health Sqyre immediately if any Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by you. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”). You agree that: (a) all Registration Information that you provide will be true and complete; and (b) you will maintain and promptly update your Registration Information to keep it accurate and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Health Sqyre, in its sole discretion, deems offensive. The Service may include functionality that allows you to connect with or link to your account on a social network or other third-party platform, such as Facebook (each such account, a “Third Party Account”). By allowing us to access your Third Party Account, you understand that Health Sqyre may access and store content from your Third Party Account so that it is available to you on or through the Service. While your use of such features is governed by these Term of Service, your relationship with such third-party platforms and the services they provide through the Service are governed by the terms of service and/or other agreements posted on those platforms. You are responsible for ensuring that your use of any Third Party Account complies with any applicable terms of service or other agreements. Health Sqyre has no responsibility or liability for the failure to store, transmit or receive transmission of Content in connection with Third Party Accounts.
a) To the Website. Subject to your compliance with this Terms of Service, Health Sqyre will permit you to access and use the Website solely for lawful purposes and only in accordance with this Terms of Service and any other agreement you agree to with Health Sqyre before being given access to any specific aspects of the Website. Any additional agreement is in addition to this Terms of Service and will govern your use of the portions of the Website to which the additional agreement applies in the event of a conflict between the terms of this Terms of Service and the additional agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Website, in each case as necessary to meet your operational and business requirements based on your particular circumstances.
b) To Content. You may be provided with access to a variety of Content through the Website, including, text, audio, video, photographs, maps, illustrations, event announcements, product and service descriptions, graphics, and other data, information, and media. Unless otherwise noted on the Website, all Content available through the Website is owned by Health Sqyre and Health Sqyre’s other third party providers. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with this Terms of Service, you may access the Content solely for your own personal purposes in connection with your use of the Website. You will not, and will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of any Content; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information or content from third party providers (“Third Party Content”). Health Sqyre has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Website. Without limiting the foregoing, Health Sqyre will not be held liable to you or any other third party for any Third Party Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Terms of Service, you are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If you would like to use the Content in a manner not permitted by this Terms of Service, please contact Health Sqyre.
c) To Third Party Services and Products. The Website may provide you with the choice to access services and purchase products developed, provided, or maintained by other third party service providers (“Third Party Services and Products”), including Products. In addition to the terms of this Terms of Service, your access to and use of any Third Party Services and Products is also subject to any other agreement you may agree to before being given access to the Third Party Services and Products (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services and Products provided under that Third Party Service Agreement in addition to the terms of this Terms of Service but will not apply to any other Services you may access through Health Sqyre. Except as set forth in this Terms of Service, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Terms of Service and that Third Party Service Agreement.
7. Products; Purchases.
a) Products. We may give you the opportunity to purchase products for sale through the Website (the “Products”). We make no representations about the Products that are provided by our third party suppliers. We work with many manufacturers and the manufacturers determine when to change prices. Sometimes we have timely notice of pricing changes and sometimes we do not. Price updates are a continual process and products can change price at any time. We will always do our best to update product prices to ensure a quality and reliable experience from us While we work very hard to eliminate errors in pricing or Product description, we may from time to time make an error. In the event a product is listed at an incorrect price due to typographical, computer error, or error in pricing information received from our suppliers, we have the right to refuse or cancel any orders placed for product listed at the incorrect price. We have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we will immediately issue a credit to your credit card account in the amount of the incorrect price. If you feel the pricing is incorrect after you placed an order, please send your order number and contact information to us. We will do our best within reasonable efforts to resolve any Website errors. If we can’t resolve the situation, we will request you return the unused, unopened, & undamaged product in the original packaging to us within 5 business days and we will provide a full refund.
b) Returns; Exchanges. We take guidance from our suppliers as to whether Products are returnable. Some Products are returnable for any reason, but others aren’t. We provide information in the Returns and Refunds section of our support center as to whether any particular Product is returnable – you should carefully review the section to determine whether any Product you purchase is returnable. For Products that are returnable, our standard policy is to refund you the purchase price, less any restocking fee set forth in the Returns and Refunds section. All returns must be made in accordance with the Return Policies and these terms. Product exchanges will only be accepted for certain Products as expressly stated in the Returns and Refunds section. All other Products are non-exchangeable.
c) Damaged Product. If the Product arrives damaged or not substantially as described on the Product information page (“Damaged Product”), we will accept returns for a full refund only in accordance with the Return Policies below. Provided that we confirm that your Product was a Damaged Product and was returned in accordance with the Return Policies below, your sole and exclusive remedy and our sole and exclusive obligation is that (a) we will issue a refund to your credit card in the amount charged for the Damaged Product (if your credit card has already been charged for the Product) or (b) we will not charge your credit card for the Damaged Product. The refunded amount will include the applicable delivery fee and/or shipping charges.
d) Return Policies. The following sets forth the required “Return Policies”: If you wish to return any Product, you must contact us at firstname.lastname@example.org to receive instructions on how to return any Products. If you do not contact Health Sqyre prior to returning your Product, it may be returned to you, and no credit or refund will be issued. All returns must be received by Health Sqyre no more than thirty (30) days after the Product shipment date. Items received after the thirty (30) day period may be returned to you, and no credit or refund will be issued. All returned Products must be unused (e.g., not worn, used, washed, damaged, or altered), unopened, and undamaged, and returned in accordance with the instructions received from contacting customer service at email@example.com. All Products should be returned in their original packaging, including without limitation any included packing material. Health Sqyre will provide you with a return shipping label for all approved returns. If any promotional discount was applied at the time of purchase, you will be refunded or credited (as applicable) for the actual amount paid at time of purchase. All Products not returned in accordance with the Return Policies may be sent back to you and no credit or refund will be issue. All returns are subject to the discretion of Health Sqyre. Where noted on the Product page, returns (excluding Damaged Products) will be subject to a restocking fee.
e) Payment Card Information. You represent and warrant that you have the right to provide Health Sqyre with any provided payment card information. By providing your account information, you hereby authorize Health Sqyre (or its third-party payment processor(s)) to charge the total cost of any purchases and agree to be responsible for all associated charges. Should charges for which you are responsible fail at the time payment is required, you will be responsible for costs associated with Health Sqyre’s efforts to collect amounts due. You represent and warrant that all information you provide in connection with the purchase of a product is true, up-to-date, accurate and complete and that you have the right to provide us with valid payment card information of yours.
f) Payments Generally. All fees are due and payable in advance of services. All monetary transactions on the Service take place in U.S. Dollars, unless otherwise expressly set forth on the Service. You are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the Service, except for taxes on Health Sqyre’s income. We are not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges, except as may otherwise be required by law. You will be responsible for costs associated with Health Sqyre’s efforts to collect amounts due, including any attorney’s fees or collection agency fees. You may incur third party fees through use of the Service, such as fees charged by your carrier for data usage. You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms.
g) Insurance. If you have health insurance, your health insurance may cover all or a portion of the Product cost. You should check with your insurance provider to see what your options are.
8. Termination. This Terms of Service may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Service. Upon termination or expiration of this Terms of Service for any reason: (a) all rights granted to you under this Terms of Service will terminate; and (b) you will immediately cease all use of and access to the Website and all Content and Services (including, without limitation, all Content you obtained prior to termination). Sections 1 (“Definitions”), 8 (“Termination”), 10 (“Technology”), 11 (“Ownership”), 12 (“Representations and Warranties), 13 (“No Warranties; Disclaimers”), 14 (“Indemnity”), 15 (“Limitation on Liability”), 16 (“Release”), 17 (“Data Privacy”), 18 (“Feedback”), 19 (“Disputes”), 20 (“Governing Law and Venue”), 21 (“Notices”), 22 (“Geographic Limitations”) 23 (“Linked Sites”), and 24 (“Additional Terms”) will survive any expiration or termination of this Terms of Service.
9. Suspension. Without limiting Health Sqyre’s right to terminate this Terms of Service, Health Sqyre may also suspend your access to the Website or any Content or Services, with or without notice to you, upon any actual, threatened or suspected breach of this Terms of Service or applicable law or upon any other conduct deemed by Health Sqyre, in its sole discretion, to be inappropriate or detrimental to the Website, Services, Health Sqyre, or any other User or third party. If your ability to access or use the Website or any other service provided to you by Health Sqyre is discontinued by us hereunder, then you agree that you will not attempt to re-register with or access the Website, through use of a different member name or otherwise.
10. Technology. The Website, and the databases, software, hardware and other technology used by or on behalf of Health Sqyre to operate the Website, and the structure, organization, and underlying data, information and software code related to the Content and Services (collectively, the “Technology”), constitute valuable trade secrets of Health Sqyre. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Terms of Service; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; (i) interfere with the operation or hosting of the Technology; or (j) use the Website, Content, or Services to build or improve a competing product or service. You may not use the Website, Content, or Services for junk mail, ‘spamming’ solicitations (commercial or non-commercial), chain letters or bulk communications of any kind, including but not limited to distribution lists to any person who has not given specific permission to be included in such a list. You may not transmit, distribute, introduce or otherwise make available in any manner through the Website any computer virus, spyware, worms, Trojan horses, time bombs or other malicious or harmful programming, or otherwise attempt to interfere with the proper working of the Website (collectively, “Viruses”). We do not have an obligation to detect the presence of such Viruses. If you download software or any other content from the Website, you do so at your own risk.
11. Ownership. Health Sqyre retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Website, Content, and Services under this Terms of Service. The Health Sqyre name, logo, and all product and service names associated with the Website, Content, and Services are trademarks of Health Sqyre and its licensors and third party providers and you are granted no right or license to use them. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Website without our written permission or the written permission of such third-party owner.
12. Representations and Warranties.
a) Mutual. Each party hereby represents and warrants to the other party that: (i) it has the legal right and authority to enter into this Terms of Service; (ii) this Terms of Service forms a binding legal obligation on behalf of such party; and (iii) it has the legal right and authority to perform its obligations under this Terms of Service and to grant the rights and licenses described in this Terms of Service.
b) Compliance with Laws. You acknowledge that the Website is a general purpose online service and is not specifically designed to facilitate compliance with any specific law. You represent and warrant to Health Sqyre that your use of and access to the Website, including any Content or Services, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause Health Sqyre itself or any other third party to violate any applicable Laws. Health Sqyre is not responsible for notifying you of any such Laws, enabling your compliance with any such Laws, or for your failure to comply.
13. No Warranties; Disclaimer. THE WEBSITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEALTH SQYRE, ITS LICENSORS, AND PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE. HEALTH SQYRE AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEALTH SQYRE, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
HEALTH SQYRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AVAILABLE ON THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, ANY WARRANTIES PROVIDED BY THE PRODUCT MANUFACTURER MAY APPLY.
NEITHER HEALTH SQYRE, NOR THE WEBSITE, CONTENT, OR SERVICES PROVIDE ANY MEDICAL, TREATMENT, OR DIAGNOSTIC ADVICE. YOU SHOULD DISCUSS ANY HEALTH CONCERNS WITH YOUR MEDICAL PROVIDER. AND ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE WEBSITE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.
WITHOUT LIMITING THE FOREGOING, HEALTH SQYRE, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE CONTENT, OR INFORMATION PROVIDED ON OR THROUGH THE USE OF THE WEBSITE OR SERVICES.
14. Indemnity. You hereby agree to indemnify, defend, and hold harmless Health Sqyre and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Website, Content, or Services; (b) your collection, use, and disclosure of any Content; (c) your violation of applicable Laws; (d) your breach of any representation, warranty, or other provision of this Terms of Service; and (e) your purchase and use of any Product. Health Sqyre will use reasonable efforts to provide you with notice of any such claim or allegation, and Health Sqyre will have the right to participate in the defense of any such claim at its expense.
15. Limitation of Liability. HEALTH SQYRE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEBSITE, CONTENT, OR SERVICES, EVEN IF HEALTH SQYRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES. HEALTH SQYRE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS TERMS OF SERVICE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. YOU AGREE THAT HEALTH SQYRE WOULD NOT ENTER INTO THIS TERMS OF SERVICE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, HEALTH SQYRE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Release. You hereby release and forever discharge Health Sqyre and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Website, Services, or Content.
18. Feedback. If you provide Health Sqyre any feedback or suggestions regarding the Website, Services, or Content (“Feedback”), you hereby assign to Health Sqyre all rights in the Feedback and agree that Health Sqyre shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Health Sqyre will treat any Feedback you provide to Health Sqyre as non-confidential and non-proprietary. You agree that you will not submit to Health Sqyre any information or ideas that you consider to be confidential or proprietary.
a) MANDATORY DISPUTE RESOLUTION/CLASS-ARBITRATION WAIVER. BY ENTERING THIS AGREEMENT, YOU AND HEALTH SQYRE AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES OR DISPUTES OF ANY KIND AGAINST EACH OTHER. YOU AND HEALTH SQYRE WAIVE THE RIGHT TO A TRIAL BY JURY AND ALSO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. ACCORDINGLY, YOU AND HEALTH SQYRE AGREE THAT NEITHER HEALTH SQYRE NOR YOU WILL JOIN ANY CLAIM WITH ANY CLAIM OF ANY OTHER PERSON OR ENTITY WHETHER IN A LAWSUIT, ARBITRATION, OR ANY OTHER PROCEEDING. YOU AND HEALTH SQYRE AGREE THAT NO CLAIMS WILL BE ASSERTED IN ANY REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, THAT NO CLAIMS WILL BE RESOLVED ON A CLASS-WIDE OR COLLECTIVE BASIS, THAT NO ARBITRATOR OR ARBITRATION FORUM WILL HAVE JURISDICTION TO ADJUDICATE ANY CLAIMS ON A CLASS-WIDE OR COLLECTIVE BASIS, AND THAT NO RULES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY. THUS YOU AND HEALTH SQYRE MAY ONLY BRING CLAIMS AGAINST ONE ANOTHER IN AN INDIVIDUAL CAPACITY, NOT AS A NAMED PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE CAPACITY. This agreement to arbitrate is intended to be broadly interpreted and applies to all claims regardless of whether they are based on conduct that occurred prior to, during or after the term of this Terms of Service and regardless of whether the claims are based in contract, tort, statute, fraud, misrepresentation or any other legal theory. References to the terms “Health Sqyre” “you,” “your,” “party,” or “parties” include all respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns. This arbitration provision survives termination of this Terms of Service. The sole exception to this arbitration agreement is that either you or Health Sqyre may, in the alternative, bring claims in a small claims court having competent jurisdiction.
b) Arbitration Procedure. A party who intends to seek arbitration must first send to the other party, by certified mail, a written Notice of Dispute (“Notice”). The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If Health Sqyre and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Health Sqyre may commence an arbitration proceeding pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement. A single neutral arbitrator will be selected by agreement of the parties. If an agreement cannot be reached, a single neutral arbitrator will be selected according to the AAA’s procedures and the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and the claims will be resolved pursuant to this Mandatory Dispute Resolution/Class-Arbitration Waiver provision and the AAA Rules in effect when the claim is filed. The AAA Rules are available online at www.adr.org/consumer_arbitration and can also be obtained by calling the AAA at 1-800-778-7879. AAA will administer the arbitration, and you may file a demand for arbitration at www.adr.org. Unless Health Sqyre and you agree otherwise, any in-person arbitration hearings will occur within 100 miles of your address, with the preference that it occur in the county/parish of your address. If a claim is for $10,000 or less, the party submitting the claim may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator (“desk arbitration”), through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. The arbitrator conducting a desk arbitration or telephonic hearing may be located anywhere in the United States. If a claim exceeds $10,000, the AAA Rules govern where a hearing occurs. The arbitration will be confidential, but either party may notify any governmental authority of the claim.
c) Arbitrator’s Authority. The arbitrator is bound by the terms of this Terms of Service, and the arbitrator’s authority is limited to claims between you and Health Sqyre. The arbitrator has no authority to join or consolidate claims unless the parties agree otherwise in writing. The arbitrator, not any court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Terms of Service including, but not limited to, any claim that all or any part of this Terms of Service is void or voidable. The arbitrator may award all relief or remedies available in court, including declaratory and injunctive relief, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual’s claim.
d) Costs of Arbitration. Except as otherwise provided for herein, Health Sqyre will: (a) pay all AAA filing, administration and arbitrator fees for any arbitration initiated in accordance with this arbitration provision; and (b) will not seek an award of its attorney’s fees. If the arbitrator finds that the substance of the claim or the relief sought is frivolous, however, then the AAA Rules will govern the payment of all fees, and Health Sqyre may seek an award of its reasonable attorney’s fees. Furthermore, if you initiate an arbitration seeking more than $75,000 in damages, the AAA Rules govern the payment of all fees. You are responsible for all additional costs that you incur in the arbitration, including but not limited to, fees for attorneys or expert witnesses. Notwithstanding anything to the contrary in this provision, Health Sqyre will pay all fees and costs that it is required to pay under the law.
e) Changes. Notwithstanding any provision in this Agreement to the contrary, you agree that if Health Sqyre makes any future change to this Section 19 (other than a change to the Notice address listed below) during the term of this Agreement, you may reject any such change by sending Health Sqyre written notice within 30 days of the change to the Notice address provided below. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. Changes made to this provision after either party has submitted a Notice will not affect the pending dispute.
f) Enforcement, and Waivers. The Federal Arbitration Act, and not state law, applies to this Section 19 and governs all questions of whether a claim is subject to arbitration. If any portion of this Section 19 is determined to be invalid or unenforceable, the remainder of the provision remains in full force and effect.
20. GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Terms of Service, and any negotiations, arbitrations, or other legal proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado U.S.A. Subject to Section 19 (MANDATORY DISPUTE RESOLUTION/CLASS-ARBITRATION WAIVER), each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Colorado. You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by either party.
21. Notices. Unless otherwise specified in this Terms of Service, any notices required or allowed under this Terms of Service will be provided to Health Sqyre by postal mail to the address for Health Sqyre listed on the Website. Health Sqyre may provide you with any notices required or allowed under this Terms of Service by sending you an email to any email address you provide to Health Sqyre in connection with your use of the Website, provided that in the case of any notice applicable both to you and other Users of the Website, Health Sqyre may instead provide such notice by posting on the Website. Notices provided to Health Sqyre will be deemed given when actually received by Health Sqyre. Notice provided to you will be deemed given immediately after posting to the Website or sending via email, unless (as to email) the sending party is notified that the email address is invalid.
22. Geographic Limitations. We make no representation that the content or Products on our Website is appropriate, legal or available for use in locations outside the United States. You may not use or export any content or Products on the Website in violation of United States export laws and regulations. If you access the Website or Services from locations other than the United States, you are responsible for compliance with any applicable local laws at your location. Certain products or services offered on or through the Site may not be available to residents of certain states or to non-U.S. residents because of legal restrictions and other considerations. You are solely responsible for verifying your ability to purchase and use any Products.
23. Linked Sites. The Website and Services may contain links to third party sites or content that are not under the control of Health Sqyre. If you access a third party site or content from the Website or Services, then you do so at your own risk and Health Sqyre is not responsible for any content on any linked site or content. You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of your site by Health Sqyre or any group or individual affiliated with Health Sqyre. You may not use on your site any Content or marks appearing on the Website or Website in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Website without Health Sqyre’s prior written consent. The Website may also contain content prepared by third parties (e.g., third-party blog posts). We are not responsible for such content, which is provided solely as a convenience to you, and you hereby waive any claim you might have against us with respect to such third party content.
24. Additional Terms. Unless otherwise amended as provided herein, this Terms of Service will exclusively govern your access to and use of the Website, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Website, Content, and Services. Except as expressly set forth in this Terms of Service, this Terms of Service may be amended or modified only by a writing signed by both parties. All waivers by Health Sqyre under this Terms of Service must be in writing or later acknowledged by Health Sqyre in writing. Any waiver or failure by Health Sqyre to enforce any provision of this Terms of Service on one occasion will not be deemed a waiver by Health Sqyre of any other provision or of such provision on any other occasion. If any provision of this Terms of Service is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Terms of Service will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Terms of Service nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Health Sqyre. Any assignment in violation of the foregoing will be null and void. Health Sqyre may assign this Terms of Service to any party that assumes Health Sqyre’s obligations hereunder. The parties hereto are independent parties, not agents, employees of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Health Sqyre, you agree to provide Health Sqyre with such documentation or records with respect to your activities under this Terms of Service as may be reasonably requested for Health Sqyre to verify your compliance with all applicable Laws and the terms of this Terms of Service.
25. Contact Us. If you have any comments or questions, please contact us at firstname.lastname@example.org.
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