Find My Meds Terms of Service
This Terms of Service (“Agreement”) is a binding agreement between you (“You” or “Licensee”) and SixD Inc. (“Company”). This Agreement governs Your use of the Company’s Find My Meds services, which may be available either on the Company’s website or the Company’s mobile application (including all related documentation, the “Application”).
COMPANY PROVIDES THE APPLICATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY DOWNLOADING THE APPLICATION OR REGISTERING FOR OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LOCATED IN THE UNITED STATES OR PUERTO RICO, ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE NOT AT LEAST 18 YEARS OLD, ARE NOT LOCATED IN THE UNITED STATES OR PUERTO RICO OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT LICENSE THE APPLICATION TO YOU AND YOU MUST NOT USE THE APPLICATION.
BINDING ARBITRATION
THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND COMPANY MAY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING, CONFIDENTIAL AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. Please review Section 18 for the details regarding your agreement to arbitrate any disputes with Company.
HEALTH DISCLAIMER; ASSUMPTION OF RISK
THE APPLICATION IS NOT A MEDICAL OR HEALTHCARE SERVICE. COMPANY IS NOT A COVERED ENTITY, HEALTH PLAN, HEALTH CARE CLEARINGHOUSE, HEALTH CARE PROVIDER, OR FEDERALLY ASSISTED PROGRAM. THEREFORE, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED BY THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT (“HIPAA”), AND THE REGULATIONS ISSUED PURSUANT THERETO, DO NOT APPLY TO COMPANY OR ANY USER CONTENT (AS DEFINED IN SECTION 9 BELOW).
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT COMPANY IS NOT A HEALTHCARE PROFESSIONAL AND DOES NOT PROVIDE MEDICAL, HEALTH OR OTHER PROFESSIONAL SERVICES OR ADVICE OR ASSURANCES, NOR DOES COMPANY VERIFY THE ACCURACY OR COMPLETENESS OF USER CONTENT (AS DEFINED IN SECTION 9 BELOW). THE APPLICATION IS NOT A REPLACEMENT FOR PROPER MEDICAL CARE. ALWAYS CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL FOR APPROPRIATE EXAMINATIONS, DIAGNOSIS, ADVICE, AND TREATMENT.
RELIANCE ON ANY INFORMATION PROVIDED BY COMPANY OR IN CONNECTION WITH THE APPLICATION IS SOLELY AT YOUR OWN RISK. COMPANY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, MEDICATIONS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED IN THE APPLICATION.
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR, 911 OR LOCAL EMERGENCY SERVICES IMMEDIATELY. YOU USE THE APPLICATION AND ANY INFORMATION PRODUCED BY THE APPLICATION AT YOUR OWN RISK.
1.Registration. Licensee represents and warrants that: (i) Licensee is at least eighteen (18) years old; (ii) Licensee will provide Company with accurate, current and complete registration information when registering to use the Application; and (iii) Licensee’s registration and use of the Application is not prohibited by law.
2.Authorization to Transfer Prescriptions to Pharmacies. As set forth in our Privacy Policy and Consumer Health Data Privacy Notice, Company may share, with your consent, your prescription information with pharmacies within a chosen search radius from the address you provide. Company acts solely as an intermediary service and offers you the option to have your prescription transferred to and filled at a pharmacy within your chose radius. By using the Application and our services, you hereby authorize us facilitate the transfer of your prescription(s). Company is not responsible or liable for any acts and/or omissions of the pharmacy.
3.Authority to Manage Health Information About Another Individual. In the event Licensee uses the Application to manage the health of an individual, such as a family member, Licensee hereby represents and warrants to Company that Licensee has received all consents, authorizations and permissions required under applicable law to act on such individual’s behalf in using and disclosing personal information, including health information, about that individual. Licensee shall stand in the shoes of that individual and exercise all rights under this Agreement with respect to such individual’s information. Any reference to “You” or “Licensee” in this Agreement shall be deemed to include the individual and all references to personal information, including health information, about “You” or “Licensee” shall be deemed to include personal information about the individual.
4.License Grant and Scope. Subject to the terms and conditions set forth in this Agreement, Company hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access, download, install, and use the Application for Licensee’s personal, non-commercial use on a device owned or otherwise controlled by Licensee.
5.Third-Party Materials. The Application may include software, content, data, or other materials, including related documentation, that are owned by parties other than Company and that are provided to Licensee on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk and subject to such third parties’ terms and conditions.
6.License Restrictions. Licensee shall not, directly or indirectly: (a) use or copy the Application beyond the scope of the license granted under Section 4; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application or any part thereof; (c) combine the Application or any part thereof with, or incorporate the Application or any part thereof in, any other programs; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Application, including any copy thereof; (f) except as expressly set forth in Section 4, copy the Application, in whole or in part; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason; (h) use the Application in violation of any law, regulation, or rule; (i) use any device, software or routine that interferes with the proper working of the Application or otherwise attempt to interfere with the proper working of the Application; or (j) use the Application for purposes of competitive analysis of the Application, the development of a competing software product or service, or any other purpose that is to the Company's commercial disadvantage.
7.Application Use Restrictions. Licensee may not use the Application: (a) to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Application, or which, as determined by us, may harm us or users of the Application or expose them to liability; (b) for sending or storing any unlawful material or for deceptive or fraudulent purposes; (c) to send or store any material that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or that would infringe, misappropriate or otherwise violate any third-party intellectual property, privacy or other rights; (d) to access another user’s account, impersonate any person or entity, or falsify or manipulate headers or identifiers to disguise the origin of any content transmitted through the Application; or (e) in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party’s use of the Application.
8.Responsibility for Use of Application. Licensee is responsible and liable for all uses of the Application through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Application by any other party to whom Licensee may provide access to or use of the Application, whether such access or use is permitted by or in violation of this Agreement.
9.User Content. The Application contains interactive features that may allow users to add, upload, copy, post, submit, publish, display, modify, or share content or materials, including personal information, such as health information (e.g., pictures of prescription labels) (collectively, “User Content”) on or through the Application.
Licensee represents and warrants that Licensee owns or has the necessary rights to use User Content in the manner used by Licensee in the Application and that Licensee’s use of the User Content in the Application will not violate the legal rights (including the rights of privacy) of others. Licensee recognizes the sensitive nature of the User Content and that the Application enables Licensee to share User Content with pharmacies. Licensee acknowledges and agrees (a) that Licensee is responsible for ensuring that Licensee understands how to correctly use the Application and select what User Content to share with certain pharmacies, and (b) to assume the risks associated with (i) Licensee’s inadvertent sharing of any User Content, and (ii) any reliance by Licensee or any pharmacy on the accuracy or completeness of User Content is at Licensee’s own risk. Licensee understands that Licensee is responsible for all User Content, and that Licensee, not Company, has full responsibility for such content, including its legality, reliability, accuracy, completeness, confidentiality, and appropriateness. Company has the right to remove any User Content for any reason in Company’s sole discretion and to suspend Licensee’s account for suspected or actual violation of this Section, which may be determined in Company’s sole discretion.
10.Compliance Measures. The Application may contain technological copy protection or other security features designed to prevent unauthorized use of the Application, including features to protect against any use of the Application that is prohibited under Section 7. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
11.Collection and Use of Information. Licensee acknowledges that when Licensee downloads, installs, registers for, or uses the Application, Company may, directly or indirectly through the services of third parties or automated means (for example, cookies and web beacons), collect and store information regarding Licensee, Licensee’s use of the Application, and the equipment on which the Application is installed or through which it otherwise is accessed and used. Licensee may also be required to provide certain information about themself as a condition to downloading, installing, accessing, registering for, or using the Application or certain of its features or functionality, and the Application may provide You with opportunities to share information about Yourself with pharmacies near You. All information we collect through or in connection with this Application is subject to our Privacy Policy and Consumer Health Data Privacy Notice. By downloading, installing, accessing, registering for, using, or providing information through this Application, You consent to all actions taken by us with respect to Your information in compliance with the Privacy Policy and Consumer Health Data Privacy Notice.
12.Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your device settings, when Your device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
13.Intellectual Property Rights. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Licensee acknowledges and agrees that the Application is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Application under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application and all Intellectual Property Rights arising out of or relating to the Application, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Application (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
14.Term and Termination. This Agreement commences when You download, install, access, register for, or use the Application and will remain in effect until terminated as set forth herein (the “Term”). You may terminate this Agreement by ceasing to use the Application and deleting your account and the Application and all copies thereof from Your devices. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without notice if You violate any of the terms and conditions of this Agreement. Upon termination of this Agreement, all rights granted to You hereunder shall also terminate, and You must cease all use of the Application and delete your account and all copies of the Application from Your device. Termination will not limit any of Company’s rights or remedies at law or in equity. If You have questions or require support, You may contact Company at legal@findmymedsapp.com.
15.Disclaimers. THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED APPLICATION WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO THE LEGALITY, RELIABILITY, ACCURACY, COMPLETENESS, CONFIDENTIALITY, OR APPROPRIATENESS OF USER CONTENT.
THE APPLICATION IS INTENDED TO BE A MEANS OF STORING, MANAGING, AND SHARING INFORMATION, AND NEITHER THE APPLICATION NOR COMPANY IS A COVERED ENTITY, AS THAT TERM IS DEFINED UNDER HIPAA AND THE REGULATIONS PROMULGATED THEREUNDER, OR A FEDERALLY ASSISTED PROGRAM, AS THAT TERM IS DEFINED IN 42 C.F.R. PART 2. COMPANY IS NOT A HEALTHCARE PROVIDER OR PHARMACY AS DEFINED BY FEDERAL AND STATE LAWS AND REGULATIONS PERTAINING TO MEDICAL PROVIDERS AND OTHER HEALTH CARE RELATED MATTERS.
LICENSEE SHOULD CONSULT A LICENSED/CERTIFIED HEALTHCARE PROFESSIONAL PRIOR TO USING OR RELYING ON ANY PRESCRIPTIONS OR MEDICATIONS THAT ARE ORDERED THROUGH THE APPLICATION. COMPANY IS NOT A PHARMACEUTICAL COMPANY AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY MEDICATIONS, SUCH AS WEGOVY, THAT ARE ORDERED THROUGH THE APPLICATION, INCLUDING ANY ADVERSE EFFECTS SUCH MEDICATIONS MAY HAVE. LICENSEE SHOULD REVIEW THE IMPORTANT SAFETY INFORMATION PUBLISHED BY THE PHARMACEUTICAL COMPANY THAT MANUFACTURED SUCH MEDICATION. AS COMPANY IS NOT A LICENSED/CERTIFIED HEALTHCARE PROFESSIONAL, COMPANY CANNOT AND WILL NOT WRITE OR MODIFY ANY PRESCRIPTIONS.
Company acts solely as an intermediary service to assist you in locating pharmacies that have stock of your specified medication within a chosen search radius from the address you provide and facilitating the transfer of prescriptions or placement of orders. Company does not fill or dispense any medications. Once Company transfers your personal information, including your health data (e.g., prescription information), to the pharmacy nearest you with your consent, Company is no longer responsible for such information and is not responsible for the acts and/or omissions of such pharmacy. For instance, Company is not responsible if the pharmacy fills the prescription incorrectly (e.g., with the wrong medication or with the incorrect dosage), if the pharmacy is late in filling the prescription, if the pharmacy forgets to fill the prescription or loses the prescription.
In providing the Application and Company’s services, Company does not guarantee that the Application or Company’s services will always result in the identification of a pharmacy with available stock or successful prescription fulfillment. The initial attempt will be made with Licensee’s home pharmacy, followed by pharmacies within the designated search radius. Licensee understands that availability is subject to change and is outside the Company’s control.
While Company strives to identify pharmacies within the radius specified by Licensee, occasional inaccuracies may occur. Company shall not be held responsible if a pharmacy outside of the search radius is contacted in error.
16.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR ITS CONTENT AND SERVICES FOR:
a.
PERSONAL INJURY, DEATH, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA OR USER CONTENT or loss of confidentiality of any data or USER content, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH LICENSEE’S USE OF THE APPLICATION.
b.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
17.Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to Your use or misuse of the Application or Your breach of this Agreement, including but not limited to User Content.
18.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.
Any dispute, controversy, or claim between us arising out of or relating in any way to your account or any purchase you make from us will be resolved by binding arbitration, rather than in court, except that you or we (a) may elect to assert claims in, or transfer claims to, small claims court if your or our claims qualify, and (b) bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders. The Federal Arbitration Act and federal arbitration law shall apply to this arbitration agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
At least thirty (30) days before beginning an arbitration proceeding, you must send an individualized letter personally signed by you, and identifying yourself by name and address, detailing your legal claims, the requested relief and requesting arbitration to [address] by certified mail, Federal Express, UPS or USPS express mail (signature required). We will do the same; except in the event that we do not have a physical address on file for you, by electronic mail to the last known address. Within thirty (30) days of such notice, either party may respond to the letter with a request for an informal dispute resolution conference between the parties by video, with counsel present if the party is represented, and the parties agree to so conduct such conference personally and individually in good faith before initiating arbitration. All applicable claims or filing limitations period shall be tolled during the pendency of this pre-arbitration notice period.
The arbitration will be conducted by JAMS under its applicable rules unless otherwise stated herein. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
You and we also agree to delegate the issue of arbitrability to a court of competent jurisdiction, rather than to the arbitrator.
If you are a prevailing party, you may seek reimbursement of your fees and costs. However, we may seek our attorney’s fees and costs if the arbitrator finds your claims to be frivolous or brought for an improper purpose or otherwise not satisfying Federal Rule of Civil Procedure 11. There will be only one arbitrator, not a panel.
You and we also agree that, if more than one dispute arises against a party regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, our respective claim(s) will be arbitrated in a coordinated fashion such that JAMS shall (a) administer the arbitration demands together; (b) appoint one arbitrator for the coordinated demands; and (c) issue one set of filing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the application of the provisions of this paragraph, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of this paragraph and process. The Administrative Arbitrator’s fees shall be paid by us. This arbitration agreement will survive termination of the agreement.
Enforceability. If this arbitration agreement is invalidated in whole or in part, by either a court or by JAMS (or another chose arbitral forum), then the entire arbitration agreement shall be null and void and either party may elect to proceed with the dispute in court. The parties agree that the exclusive jurisdiction in Section 19 (Governing Law; Jurisdiction) shall govern the claim.
Jury Trial and Small Claims Court. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders.
Class Action Waiver. Regardless of arbitrability, we each agree that any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or representative action. Therefore, you waive all rights to bring claims on behalf of a class of persons; however, you may still bring an individual claim for public injunctive relief and in small claims court. Nothing in this provision, however, should operate to prevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration.
19.Miscellaneous.
Governing Law/Jurisdiction. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding that is not subject to mandatory arbitration under Section 18 shall be instituted exclusively in the state or federal courts of California, in each case located in Los Angeles County, California, although we retain the right to bring any suit, action, or proceeding against You for breach of this Agreement in Your state of residence. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement. This Agreement and all other documents that are incorporated by reference herein constitutes the sole and entire agreement between Licensee and Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Modification/Amendment. Company may revise and update this Agreement from time to time at Company’s sole discretion. All changes are effective immediately when Company posts them and apply to all access to and use of the Application thereafter. Your continued use of the Application following the posting of revised Agreement means that You accept and agree to the changes. You are expected to check this page each time You access the Application so You are aware of any changes, as they are binding on You.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.