Terms of Use

NoeticInsight

Updated March 2021

Welcome to NoeticInsight (“Company”) Terms of Use and website (the “Site”)

YOUR USE OF THIS WEBSITE OR LICENSED APP, INCLUDING ANY USE OF COMPANY SITES OR APP BY PHONE OR VIDEOCONFERENCE, IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE. BY CLICKING “ACCEPT” BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THIS WEBSITE.

PLEASE READ THESE TERMS OF USE CAREFULLY

Services Provided

Company connects life sciences teams and others with participating experts (the “Educators”) in real time, via live streaming video, telephone, messaging, app, and/or secure e-mail for the purpose of providing expert education services over the Internet, as well as providing other types of administrative services and information (“Services”). All of the participating Educators have independently contracted to be in the network operated by Company. Company does not provide any physicians’ or other Educators’ services itself.

Use of This Site and the Services – NOT FOR EMERGENCIES

Company’s Site and Services are NOT FOR use for medical Emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears on Company’s Site. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY!

At no time during any Company educational Service are you entering into a doctor-patient relationship with the Educators. Your interaction with the Educators through this Service is not intended to replace your relationship with an existing physician. Company is not an insurance product nor a prescription fulfillment warehouse. Company Educators reserve the right to deny service for actual or potential misuse of these Services. The Services do not include the provision of medical care by Company. Rather, the Services enable access to Educators who have agreed to provide education to Customers using Company’s Services.

These Terms of Use apply to your use of the Site and App, to the extent referenced, to your registration for, subscription to, and use of the Services.

Prescription and Testing Policy

Company Educators will not prescribe medications or order medical tests.

Account Enrollment, Eligibility, and Security

In order to access the Site and Services, you represent and warrant that you are at least eighteen years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms of Use, register for the Company Services under your own name and to use the Company Services in accordance with this Terms of Use and abide by your obligations hereunder. You agree to fully, accurately and truthfully create your Company Account, including, but not limited to, your name, mailing address, phone number, email and password, which become your Company ID and credentials. Your Company ID and/or credentials are personal to you and you are solely responsible for maintaining the confidentiality of your Company ID and credentials, and for all activities that occur under such Company ID and credentials. You agree to prohibit anyone else from using your Company ID and credentials and you agree to immediately notify Company of any actual or suspected unauthorized use of your Company ID or credentials or other security concerns of which you become aware.

To permit you to access Company Services on behalf of a minor child of whom you are a parent or legal guardian, you may establish a subaccount under your name. Any such subaccount is subject to these Terms of Use and the Notice of Privacy Policy.

In order to determine your compliance with these Terms of Use, we reserve the right, but not the obligation, to monitor your access to, and the use of, the Site and the Services. Company may, in its sole discretion, refuse to provide Service for actual or potential misuse of the Site or Services, or for noncompliance with these Terms of Use.

Fraud Prevention and Security

Company may contact you by telephone, mail, or email to verify your Company Account information. Company may request further information from you and you agree to provide such further information to ensure you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, Company reserves the right to suspend, discontinue, or deny your access to and use of the Site and Services, until the information is provided by the Customer to Company as requested.

Modification to Terms of Use

Please print and keep a copy of these Terms of Use. Company reserves the right to modify the Terms of Use periodically, for any reason, and without notice. The most current version of these Terms of Use can be accessed at any time by selecting the Terms of Use link on the bottom of the Site page. Please review the Terms of Use often so you will be apprised of any changes made. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the Service(s) on our web site or App. Unless we expressly note otherwise, these terms incorporate and supersede any other terms associated with the Services.

Company has the right to limit, suspend, discontinue or deny your access to-and use of-the Services or App at any time, and without notice, to anyone who violates these Terms of Use as Company considers appropriate or necessary in its sole discretion, including but not limited to (1) security reasons (2) alleged or suspected breach of these Terms of Use, or (3) the protection of intellectual property.

Information Provided by You

As part of the signing up process, you are required to provide us with certain personal and medical information. Additionally, it is your responsibility to update Company as promptly as possible with changes to your personal and/or medical information so that all records are current, complete, and accurate. At any given time, you may be notified that information may be available for your review that is considered time sensitive, such as appointment schedule, medical information, diagnosis, lab results, etc, to the e-mail address that you provided as your contact point. Please keep this in mind when determining which e-mail address you offer as a contact point. You are obliged to provide us the following information:

Change in e-mail address
Change of address
Change of phone number
Change of ownership of account (if applicable*)
Change of credit card number (if applicable*)
Change of banking information (if applicable*)
Change of credit card expiration date (if applicable*)

*Note some user access is funded by employers. For those users, this information will not be required.

Company Electronic Record

Your Company Electronic Record is created for you to enter, store, and access your personal health information (PHI) online, including diagnosis, stage of disease, insurance company, and for your Educator to record the results of his or her encounters with you in accordance with his or her obligations under applicable state and federal law with regard to creating and maintaining your record. Any information provided as part of a video, telephone and/or secure e-mail communication becomes part of your Company Record. You agree to provide accurate, current, and complete information about yourself for your Company Electronic Record, to periodically review and to update such information as needed to keep it accurate, current, and complete. For additional information regarding use of your Company Record, please see our Privacy Policy. It is your responsibility to confirm any third-party information, or information regarding a minor child of whom you are a parent or legal guardian, in your Company Electronic Record. Company is not responsible for maintaining data arising from use of the Company Services. Company reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Company Service pursuant to its internal record retention and/or destruction policies. Please note that it is solely your physician’s obligation to use and disclose the information included in your Company Electronic Record in accordance with applicable state and federal law, including, without limitation, obtaining any consents or authorizations that may be required for your information to be shared with other participating Educators. However, by requesting an education session through the Company Site, you agree to disclose the contents of your complete Company Electronic Record to the Educator who will conduct your education session and to Company for the purpose of providing such Services.

Information Resources (Opt-In)

By subscribing to Company’s services you are agreeing to opt-in to the receipt of newsletters and other information regarding common medical and health-related topics, clinical trial information, or preventive care messages containing specific medical and health-related information, links to other related web sites and specific questions related to the information contained in your Company Record. Additionally, Company makes available self-care informational services that provide general medical and health information. These communications and resources are not comprehensive medical text and do not include all the potential information regarding the subject matter. These communications and resources are for general educational and informational purposes only, and should not be relied upon as a substitute for patient-specific advice, medical diagnosis, and treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Company. Such information is not a substitute for seeing an appropriate healthcare professional for medical treatment, emergency medical services, or urgent care. The information contained in these communications and resources are compiled from a variety of sources and may or may not be considered authored by Company. Company makes no warranty as to the content of these materials or the information contained therein, or represents or warrants that any particular drug or treatment is safe, appropriate, or effective for you. If you do not wish to receive such communications, you may opt-out at any time by contacting Customer Services.

Limitations on Use

Certain asynchronous Services may be provided to you free of charge if you are sponsored by an employer for these Services, or if you are located in a country or region where such Service are sponsored by entities other than Company. If you are a healthcare provider, by agreeing to these Terms of Use, you expressly acknowledge and agree that you will not be permitted to bill patients for any such sponsored Services for which you are not charged a fee.

You agree that you will not attempt to use the Services as a substitute for any service that must be provided to you by your regular healthcare professional as a follow up to an in-office visit, as required by your healthcare plan. You will not use the Site, App, or Services in any unlawful way and/or for any unlawful purpose. You will not post or transmit a message under a false name, or use the network resources of Company to impersonate another person or misrepresent authorization to act on behalf of others or Company. All messages transmitted via Company should correctly identify the sender. You may not alter the attribution of origin in electronic mail messages or posting. You will not allow another person or entity to use your account, username, or password to access or use the Site or Services, or post or view comments. You will not attempt to undermine the security or integrity of computing systems or networks of Company and/or its Partners, or those accessed through or with their product, and must not attempt to gain unauthorized access. You may not harvest or collect PHI about any other individual who uses the Service. You may not post or transmit any data, materials, content or information which is threatening, false, misleading, abusive, libelous, pornographic or profane, or that contains or promotes any virus, worm, Trojan horse, time bomb, or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services. You may not tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security or proper function of the Site or the Services. You will not use robots or scripts with the Site. You will not attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, or information on or received by this Site.

You further agree that any information you provide or use on the Site, and your use of the Site or Services will not infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.

Company maintains the right to delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

All customer-specific information provided by you in connection with Services shall be governed by the Company Privacy Policy, which can be found at https://cancerexpertnow.com/privacy-policy/. As part of these terms and conditions, you acknowledge that you understand and have read and accept all terms and conditions contained within the Company Privacy Policy. Company reserves the right to terminate any account that does not include a valid email address on file. This email address must be stored in the profile for your account on the Company system.

Operational Functionality

Company reserves complete and sole discretion with respect to the operation of the Company Services, Site and App. Company may, among other things, withdraw, suspend, or discontinue any functionality or feature of the Company Services, Site or App. Company is not responsible for transmission errors or corruption or compromise of information carried over local or interchange telecommunications carriers. Company is not responsible for maintaining information arising from use of the Site or in respect of the Services. Company reserves the right to maintain, delete, or destroy all communications and information posted or uploaded to the Services in accordance with its internal record retention and/or destruction policies.

Temporary Use License Granted

Only for the duration of being logged into your valid Company account, you are hereby granted a non-exclusive, non-transferable temporary license, subject to the terms and qualifications of these Terms of Use to use the Services solely for personal, noncommercial use. The Customer is not granted a license or any other right to store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works.

Intellectual Property

With the exception of your Electronic Records, Company retains all right, title, and interest in and to Company, the Services and any Information, products, documentation, software or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing, except for Information on the Site licensed by Company, and in that case, the license Educator retains all right, title and interest therein. The information available through the Site and the Services is the property of Company, or if licensed by Company, the license Educator.

You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services (which includes its software and documentation), create derivative works based on or in any manner commercially exploit the Services, in whole or in part. You agree that violations by you, any other person or entity, of these copyrights, trade secrets, patents, other intellectual property protections, or the terms of this Agreement will be prosecuted to the fullest extent of the Law in the federal and state courts located in New Jersey. The final choice of whether a customer is in violation of any of these policies is at the sole discretion of Company. Nothing contained on the Site should be construed as granting, by implication, estoppels, waiver or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by Company or the third-party owner of such trademarks, service marks, and logos. The Site may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.

International Use

The Services are designed for and intended for users in the United States or users interested in accessing Educators in the United States. Company makes no representation that the information and services provided on the Site or App or through the Services are applicable to, appropriate for, or available outside the United States. Accessing the Services from territories where the content is illegal is prohibited.

Legal Notices and Disclaimers

Medical Disclaimers: Company makes no representation or warranty as to the content of any information from any Educator. Educators are independent contractors and not employees of Company. You and your Educator are solely responsible for all information and/or communication sent during a video/telephone/email education or other communication. Company does not guarantee that information provided by an Educator during a video/telephone/education is the appropriate information for your particular healthcare problem. Furthermore, Company is not a substitute for your selected local healthcare provider. You agree to contact your local healthcare provider immediately should your condition change or your symptoms worsen. If you require urgent care, you should contact your local emergency services immediately.

Content Disclaimers: No information found on this Site should be relied on as professional medical advice. Nothing contained in this Site should be construed, directly or indirectly, as the practice of medicine or the provision of medical services by Company. The information and Services provided on or through this Site are intended solely as general educational material and provide a mechanism to find and connect to an Educator. Always seek the advice of a physician or other qualified healthcare Consultant concerning questions you have regarding and medical condition, and before starting, stopping, or modifying any treatment or medication. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on this Site. Company makes no warranties or representations as to the accuracy of the information provided on the Site, and assumes no responsibility for any consequences relating directly or indirectly to any action or inaction you take based upon the information and material on the Site. You assume the entire risk of loss in using the Site and information contained in the Site.

Specific Disclaimers relating to dialogue hosted through the Site via Skipta: Authorized users may post questions or issues through the Site on Skipta. Company does not monitor such postings nor the comments or responses thereto. As such, Company makes absolutely no representation regarding any question or information posted by through the Site on the Skipta platform.

General Disclaimers

YOU ACKNOWLEDGE THAT YOUR USE OF THE COMPANY SERVICES IS AT YOUR SOLE RISK, THAT YOU ARE NOT ENTERING INTO A DOCTOR-PATIENT RELATIONSHIP, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS OR SERVICES CONTAINED ON OR PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW Company AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, Company AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE COMPANY PRODUCTS AND SERVICES PROVIDED HEREUNDER. Company MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT: THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS; OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE Company SERVICES.

Company does not endorse the promotions, products, or services of any third parties. Company does not warrant or validate the information of any third-party advertisements, promotions, communications, or other materials that may be accessed by a link to the site or otherwise. Company does not assume any responsibility or liability for the accuracy of information contained in this Site or any third-party web sites.

Service Reliability and Warranties

Company makes no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, 100% secure, or error free, or that defects, if any, will be corrected. This includes loss of data resulting from delays, and any service interruption caused by Company employees. Company is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers.

Company will take all necessary precautions to protect against failure of our equipment and software. The Customer acknowledges and agrees that temporary interruptions in service may occur, and that Company shall have no liability for any claim, cost, charge, loss or expense arising from or relating to use of the Services. The Customer acknowledges and agrees that data may be lost or corrupted in connection with use of the Services. Company may perform regular back-ups of all data stored, but shall have no liability to Customer in the event all data is lost or destroyed. Customer acknowledges and agrees that in the event restoration of data from backup is necessary, it may take several days to complete such restoration of data and resume operation of the Services.

Indemnification

You agree to release, indemnify, defend and hold harmless Company, our Educators, contractors, agents, employees, officers, directors, and affiliates (Affiliates), as well as your employer and third party administrator if they are providing you access to the Services, harmless from all liabilities, claims, rights, losses, causes of action, actions and suits (no matter whether in law or in equity), expenses, including attorney’s fees, of third parties relating to or arising, directly or indirectly, out of or in connection with (i) your use or misuse of the Site or the Services or any information posted on the Site, (ii) your subscription, (iii) Your breach of the Terms of Use or the Privacy Policy, (iv) your relationship with any Educator, (v) the content or subject matter of or any information you provide to Company, any of its Affiliates, any Educator or customer service agent, and/or (vi) any negligent or wrongful action or omission by you in the use or misuse of the Site or the Services or any information posted on the Site, including, but not limited to, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct. If and When Company is threatened with suit by a third party, Company may seek written assurances from you concerning your promise to indemnify it; your failure to provide those assurances may be considered by us to be a breach of your Terms of Use and may result in deactivation of your Company account Service(s).

Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, AND WITHOUT LIMITATION:

Company SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY OF THE INDEPENDENT EDUCATORS.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO COMPANY AND ITS SERVICES OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICES CAUSED BY YOU OR ANY PERSON USING YOUR USER NAME OR PASSWORD. COMPANY DOES NOT ASSUME ANY LIABILITY ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR MISUSE OF ANY OF THE ADVICE, IDEAS, INFORMATION, INSTRUCTIONS, OR GUIDELINES ACCESSED THROUGH THE SERVICES.

IN NO EVENT SHALL COMPANY NOR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF (I) THE MONTHLY OR ANNUAL SUBSCRIPTION RATE PAID UNDER YOUR PLAN, OR (II) IN THE EVENT NO PURCHASE PRICE WAS PAID OR REQUIRED, THE LIQUIDATED SUM OF $500.00. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY NOR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, THAT RESULT FROM (I) PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF SERVICE OR LOSS OF DATA, OR (II) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATON OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY RECORDS, PROGRAMS OR SERVICES, AND WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS SITE, APP OR ANY SERVICE OFFERED THROUGH THIS SITE OR APP OR ANY MATERIAL OR INFORMATION CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED ON THIS WEB SITE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPANY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. TO THE EXTENT CERTAIN JURSIDICTIONS RESTRICT ANY OF THE ABOVE LIMITATIONS OF LIABILITY; SUCH LIMITATIONS SHALL NOT APPLY IN SUCH JURISDICTIONS TO THE EXTENT OF SUCH RESTRICTIONS. YOU ACKNOWLEDGE AND AGREE THAT COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES, AND IN CIRCUMSTANCES WHERE THE FOREGOING LIMITATION IS FINALLY DETERMINED TO BE UNAVAILABLE SHALL NOT EXCEED THE SUBSCRIPTION PRICE PAID BY YOU, OR ON YOUR BEHALF, DURING THE 12 MONTHS, PRIOR TO THE FIRST OCCURRENCE OF THE SUBJECT DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES.

YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.

Third-Party Protection

The Indemnification and Disclaimers provisions set forth above are for the benefit of Company, and its Affiliates. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

Termination and Survival

You may terminate your subscription with Company at any time for any reason. Company may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of these Terms or Use, or the intellectual property protections applicable to these Services (defined above). Notice of termination of Services by Company will be sent by e-mail to the address you provided that is associated with your Company account. Company may also seek legal prosecution of any violations of law or these Terms of Use and you agree to personal jurisdiction by the Courts in the State of New Jersey. Upon termination of Services, Company has the right to delete all data, files, or other information that is stored in the Customer’s account for any reason. The Indemnification, Copyright, Jurisdiction, Warranty, Network Security, Compliance with Anti-Spamming Laws and Privacy terms and conditions stated herein shall survive termination of this Agreement.

Fees and Applicable Charges

If your employer or your employer’s third party benefits administrator has arranged with Company to pay for fees associated with your access to these Services, then (i) Company will not require you to provide credit card information, and (ii) upon termination of your employment you will no longer have access to the Services.

If your use of the services has not been funded by your employer, you agree that you are solely responsible for all administrative fees, subscription fees, and education fees for Services, pursuant to the schedule of subscriptions and fees set forth on the Site. Please check with your physician or health plan to determine if any Services are covered. As further consideration for the Services, if they will be paid by you, you agree to provide certain current, complete and accurate information about them, including valid credit card information, as required by the sign-up for Services and maintain and update this information as needed, to keep it current, complete and accurate. By completing and submitting the sign-up form, you represent that the statements in your application are true and accurate. You agree that any unpaid balance due hereunder shall bear interest at the rate of 18% per annum, and that costs of collection, including Court costs and reasonable attorney fees, shall be added as principal amounts to such balance. Company reserves the right to modify its pricing structure at any time and implement the new price structure at any time prior to billing you for your initial payment or for future payments due pursuant to these Terms of Use. You understand that Services will not be provided or scheduled education sessions cancelled if your credit card information is inaccurate or invalid. Company may charge a fee if you fail to attend or cancel an appointment in accordance with our published cancellation policy.

Company Calendar

The calendar as seen on the Site is based on USA Eastern Time (E.T.). If a customer is outside of the (E.T.) time zone it is that Customer’s responsibility, at the time of scheduling an educational session and at the time of attendance of their session, to accommodate for this difference. Company will not refund or reschedule appointments based on an error by the Customer based on this issue.

Force Majeure

Notwithstanding anything herein to the contrary, Company shall not be liable for any losses arising out of the delay or interruption of its performances of any obligations due to any act of God, act of governmental authority, act of public enemy, war, severe weather conditions, or any other cause beyond its control.

No Third Party Rights

Unless expressly stated in these Terms of Use or in the Privacy Policy to the contrary, nothing herein or in the Privacy Policy is intended to confer any rights or remedies under these Terms of Use or the Privacy Policy on any other persons other than you, Company and its Affiliates. Nothing in these Terms of Use and the Privacy Policy is intended to relieve or discharge the obligation or liability of any third persons to any of you, Company or its Affiliates, nor shall any provision give any third persons any right of subrogation or action over or against you, Company or its Affiliates.

Assignment

You may not assign, transfer or delegate these Terms of Use or the Privacy Policy or any part of them without Company’s prior written consent. Company may freely transfer, assign or delegate all or any part of these Terms of Use and the Privacy Policy, and any rights and duties hereunder or thereunder. These Terms of Use and Privacy Policy will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

Privacy

By accepting these Terms of Use, you acknowledge that you understand, have read, and agree to the provisions outlined in the Privacy Policy, which is incorporated herein and made part of these Terms of Use by reference.

Governing Law, Jurisdiction, and Venue

These Terms of Use and the Privacy Policy shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice of law rules or principles. Any civil action or legal proceeding arising out of or relating to these Terms of Use or Privacy Policy shall be brought in the applicable Federal or State court located in Morris County, New Jersey. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Any cause of action or claim you may have with respect to Company must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this Terms of Use waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Company Services or web site.

Enforcement Costs

If any civil action or other legal proceeding is brought for the enforcement of any of these Terms of Use or the Privacy Policy or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of any of these Terms of Use or the Privacy Policy, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs, and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).

Waiver of Jury Trial

THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT OR PROCEEDING, IN ANY COURT WITH RESPECT TO, IN CONJUNCTION WITH, OR ARISING OUT OF THESE TERMS OF USE OR THE PRIVACY POLICY OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF ANY OF THE OBLIGATIONS OR SERVICES HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY COMPULSORY COUNTERCLAIM (I.E., A CLAIM BY A PARTY HERETO AGAINST ANOTHER PARTY WHICH, IF NOT BROUGHT IN SUCH ACTION, WOULD RESULT IN THE FIRST PARTY BEING FOREVER BARRED FROM BRINGING SUCH CLAIM), A PARTY HERETO SHALL HAVE THE RIGHT TO RAISE SUCH COMPULSORY COUNTERCLAIM IN ANY SUCH LITIGATION, SUIT OR PROCEEDING, WHETHER OR NOT IT IS BEING TRIED BY A JURY.

Waiver

Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

Severability

The provisions of this Terms of Use are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

Spam and Compliance With Anti-Spamming Laws

Company has a strict zero tolerance for unsolicited bulk email, unsolicited posting to news groups or other illegal activities. You shall not use or permit any your employees, agents or affiliates to: market, promote or solicit Company products in ways that violate the federal CAN-SPAM Act (Controlling the Assault of Non-Solicited Pornography and Marketing) or any other laws of the United States. You shall not, infringe the rights of others, shall not distribute chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; infringe copyrights, trademarks, or other intellectual property rights. You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Worldwide Web. You agrees to indemnify and hold Company and its Affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Company and its Affiliates harmless against and from losses, damages, costs, and reasonable attorneys’ fees, if any, incurred in defending and/or resolving any suits brought against Company or any of its Affiliates, by anyone arising out of an alleged violation of any anti-spamming rules, regulations, laws, statutes, and the like. Your account will be terminated for any of the above infractions.

Notice

Company may provide notice by e-mail to the e-mail address you provided during the registration, by a general notice on the Company Web site, or by written communication delivered by first class U. S. mail or express courier to your address on record in the Company account information. You may give notice to Company at any time via electronic mail to [support@XXXXX.com] or by letter delivered by first class postage prepaid U. S. mail or overnight courier to Company, 1 Cattano Ave, Morristown, NJ 07963 , Attn: Customer Service.

Entire Agreement

These Terms of Use, together with any Company rules or policies referred to herein, represents the entire agreement between you and Company concerning the subject matter hereof, and supersede all prior understandings, whether written or oral, concerning such subject matter. Company may modify this Terms of Use as set forth above.

Comments, Suggestions, and Submissions

Company welcomes comments, suggestions and submissions by its Customers. Any comments, suggestions and submissions made by Customers, including but not limited to, messages, notes, feedback, artwork, communications, computer code or creative materials provided to Company shall become the exclusive property of Company. At the time the comment, suggestion, and/or submission is made it shall act as a full assignment to Company of all rights whatsoever (copyright, patentability, and intellectual property). Company shall have the right to use said comment, suggestion, and/or submission as its own for all legal purposes including but not limited to reproduction, disclosure, publishing, distribution and the like without any compensation to Customer. This section shall not include any personal information submitted by Customer that would be included as part of the Health Information Portability and Accountability Act of 1996. Please submit comments and suggestions to Customer Service at the address or email provided in the Notice Section above.

Terms of use applicable to the Company’s Apple Licensed Application (“App” or “Licensed App”) Only

To the extent that Terms of Use set forth below conflict with the Terms of Use set forth above, the following Terms of Use shall apply to your use of the App.

YOUR USE OF THIS WEBSITE and APP, INCLUDING ANY USE OF COMPANY’s SITES BY PHONE, OR VIDEOCONFERENCE, APP, OR MESSAGING, IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE. BY CLICKING “ACCEPT” BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THIS WEBSITE AND APP.

Acknowledgement: Company and the End-User acknowledge that the End User License Agreement (“EULA”) is concluded between Company and the End-User only, and not with Apple, and Company, not Apple, is solely responsible for the Licensed App and the content thereof. The EULA may not provide for usage rules for Licensed Apps that are in conflict with, the App Store Terms of Service as of the Effective Date (which Company and the End-User acknowledge they have had the opportunity to review).
Scope of License: The License granted to the End-User for the Licensed App is limited to a non-transferable license to use the Licensed App on any Apple-branded Products that the End-User owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such Licensed App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
Maintenance and Support: Company is solely responsible for providing any maintenance and support services with respect to the Licensed App, as specified in the EULA, or as required under applicable law. Company and the End-User acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed App.
Warranty: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed App to conform to any applicable warranty, the End-User may notify Apple, and Apple will refund the purchase price for the Licensed App to that End-User; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility.
Product Claims: Company and the End-User acknowledge that Company, not Apple, is responsible for addressing any claims of the End-User or any third party relating to the Licensed App or the End-User’s possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Company’s Licensed App’s use of the HealthKit and HomeKit frameworks. The EULA is not intended to limit Company’s liability to the End-User beyond what is permitted by applicable law.
Intellectual Property Rights: Company and the End-User acknowledge that, in the event of any third-party claim that the Licensed App or the End-User’s possession and use of that Licensed App infringes that third-party’s intellectual property rights, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Legal Compliance: The End-User hereby represents and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
Developer Name and Address: Company’s name and address, and the contact information (telephone number; E-mail address) to which any End-User questions, complaints or claims with respect to the Licensed App should be directed are set forth above in Company’s standard licensing terms.
Third Party Terms of Agreement: Company hereby notifies End-User that he/she must comply with applicable third-party terms of agreement when using Company’s App, e.g., if Company have a VoIP application, then the End-User must not be in violation of their wireless data service agreement when using Company’s App.
Third Party Beneficiary: Company and the End-User acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the EULA, and that, upon the End-User’s acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against the End-User as a third party beneficiary thereof.

NOTICE. Conflicting terms: to the extent that any of Company’s standard terms and conditions of use of its Licensed Application as set forth above conflict with any of the provisions set forth in paragraphs 1 through 10 above, the provisions set forth above shall supersede and control.