Each of Meenta’s customers may be subject to one or more separate written agreements with Meenta, and this Agreement applies only to use of the Service insofar as it is not contrary to such separate written agreements and in no way affects the terms and conditions of any such separate written agreement. Any provisions of such separate written agreements prevail over any provisions of this Agreement.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND MEENTA, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
- Nature of the Service. The Service we provide to you consists of one or more of the products and/or services you order on the Platform or via a proposal or other document prepared by Meenta and accepted by you (any such order, proposal or document, an “Order”), as further described below, or any other services Meenta makes available to you from time to time. Certain provisions of this Agreement are specific to particular products or services, and such provisions shall apply to you if and only to the extent you purchase or otherwise access or use such products or services.
a. Testing; Informed Consent. Your use of the Service may include testing for COVID-19 or sexually transmitted infections or other testing we make available from time to time (“Testing” or “Tests”) based on biological materials collected from you or that you provide (“Samples”). Aspects of Testing may be administered through the Platform, including (i) placing orders for and scheduling Testing, (ii) executing Informed Consents (as defined below) and (iii) reporting of whether the Sample tested positive or negative or, if the results cannot be determined, that the result is equivocal or inconclusive (the “Results”) (including viewing Results). You agree that prior to providing a Sample or participating in Testing, you will execute (i) an informed consent and (ii) an authorization for release of health information, each in the form provided by us ((i) and (ii) together, an “Informed Consent”). In addition, if you are an organization, you shall require each member of your organization who provides a Sample or participates in Testing to first execute an Informed Consent; provided that, if any such member is under eighteen (18) years of age (or the age of consent under applicable state law, if different), such member’s parent or guardian shall execute the Informed Consent on such member’s behalf. As between you and Meenta, you shall be solely responsible for (A) providing (or requiring each member of your organization to provide) an executed and valid Informed Consent in the form made available by us and (B) tracking which members provided each Sample and confirming that an appropriately executed Informed Consent has been obtained from each such member, except (in the case of clause (B)) to the extent your Order specifies that Meenta or a third party service provider (a “Service Provider”) has assumed responsibility for such activities. If you are an organization, the acts and omissions of your members shall be deemed to be your acts and omissions, and you shall be responsible therefor.
b. Testing Activities. Meenta may perform one or more of the following activities, if and to the extent set forth in your Order:
• We may provide you with access to the Platform in order to order Testing, assign Tests to members of your organization, execute Informed Consents and/or review Results.
• We or a Service Provider may ship to you Sample collection kits or other materials for the applicable Test (collectively, “Collection Materials”).
• We or a Service Provider may oversee the collection of Samples.
• We or a Service Provider may handle, store and, with respect to polymerase chain reaction Testing, ship to a laboratory Service Provider, the Collection Materials and Samples.
• We may provide access to a Service Provider to consult with you through the Platform in making decisions related to the order of Testing.
To the extent we have not expressly agreed to perform any of the activities described in this Section 1.b (including any handling, storage or shipment of Collection Materials and Samples), you shall be solely responsible for such activities (to the extent applicable to the Testing you have purchased) and shall comply with all applicable Laws (as defined below), instructions and requirements in connection therewith.
c. Treatment of Collection Materials and Samples. You shall follow (and, if applicable, shall cause the members of your organization to follow) any written instructions for use, handling, storage or shipment of the Collection Materials and Samples. You agree not to (and, if applicable, to cause the members of your organization not to) use Collection Materials for any purpose except for the collection of Samples in accordance with this Agreement.
d. Results; Personally Identifiable Information. As between you and us, you are the sole owner of, and retain all right, title and interest in and to, your Results and your personally identifiable information. We agree to treat your Results or your personally identifiable information as your confidential information (and to protect the same), and not to use or disclose to any third party your Results or your personally identifiable information except (i) as reasonably necessary to provide the Service to you (including reporting the Results to you) or (ii) as expressly permitted in this Agreement or in your Informed Consent. We may use and disclose the Results, which shall not include any personally identifiable information (except as required under applicable Laws), (A) as reasonably necessary to develop, test or improve the Service (including the Testing), (B) to the extent required under any applicable Laws, or (C) to aid any governmental authority (including any federal, state or local public health agency, the U.S. Department of Health and Human Services or the Centers for Disease Control and Prevention) or its contractors or representatives in connection with its public health response. We may freely use and disclose de-identified, anonymized Results, sequence data or information derived from our or any Service Provider’s use of Samples or other materials provided hereunder. In addition, we may keep your Sample and health data for future research, and we may give or sell your Sample and its derivatives and limited medical information about you to other researchers. These include other academic, non-profit and for-profit entities, including hospitals, universities and businesses.
e. Defects, Loss or Damage. In the event that any Collection Materials or other physical products are defective or lost or damaged by us or any Service Provider, we will, or will cause the applicable Service Provider to, replace such defective, lost or damaged Collection Materials or products, or re-perform Testing on the affected Sample (as applicable), at our own expense. Our obligation to replace the Collection Materials or other products, or re-perform Testing, in accordance with the preceding sentence shall be your sole remedy, and our sole obligation, for any failure by us (or any applicable Service Provider) to provide Testing in accordance with the terms hereof.
f. No Provider-Patient Relationship. You understand and agree that by using the Service, you are not entering into a healthcare provider-patient relationship with us. We are not a healthcare provider and we do not provide medical services or render medical advice. We contract with certain Service Providers to assist us in providing the Service, and you authorize us to share your personal and health information with those providers to fulfill our obligations to you under this Agreement. The Service is not meant to provide complete or exhaustive information about any individual User’s medical condition. You are strongly encouraged to consult with a qualified healthcare professional for answers to your personal questions.
g. Disclaimer. MEENTA IS NOT A MEDICAL SERVICE AND DOES NOT PROVIDE OR RENDER MEDICAL, HEALTHCARE OR CLINICAL SERVICES OR ADVICE. THE SERVICE IS NOT DESIGNED TO PROVIDE, DOES NOT CONSTITUTE AND SHOULD NOT BE INTERPRETED AS, MEDICAL, HEALTHCARE OR CLINICAL ADVICE OR OPINION. THE SERVICE DOES NOT FACILITATE MEDICAL EMERGENCIES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU READ OR WERE TOLD ON OR THROUGH THE SERVICE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR COMMUNICATION THROUGH THE SERVICE FOR IMMEDIATE, URGENT MEDICAL NEEDS.
- Registration. In order to use certain parts of the Service, you may be required to provide us with your first name, last name, gender, date of birth, organization, email address and telephone number, and to create a password and register with us. To the extent you are using the Service on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization. We may also request additional information from you. You represent and warrant to us that you will provide us with accurate, current and complete information. You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential.
- Fees and Orders; No Returns. The Service, or certain features of the Service, may be available only if certain fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit your organization or a third party to pay certain Fees for your benefit). The Fees payable by you may be set forth in your Order or presented to you on the Platform at the time of purchase. Unless you and Meenta have mutually agreed that we will invoice you following our receipt of a valid purchase order, you will provide us (or our designated third-party payment provider) with accurate and valid credit card or other electronic payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If we invoice you for Fees payable by you, you agree to pay such Fees within the time period specified in your Order (or, if no such time period is specified, within 15 days of the date of invoice). If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. All payments shall be made in U.S. dollars. You are responsible for any tax, duty, custom or other fee of any nature, other than taxes on our income, imposed on the Service by any federal, state, local or foreign government authority. We reserve the right to accept, refuse or cancel any orders placed through the Service, without liability or justification. We will refund you in case your order was cancelled by us after your credit card or other electronic payment method has been charged. You and Meenta agree that the Fees payable hereunder represent the fair market value for the services provided and will not be given in exchange for, as an inducement to, or in any way in consideration for, any explicit or implicit agreement for the generation of business between the parties or in a manner that takes into account the volume or value of any referrals of clinical laboratory or other health care services between the parties.
Products purchased using the Service are non-returnable to Meenta and Fees paid are nonrefundable, provided that we will comply with our obligations in Section 1.e. In addition, we may decide (but will not be obligated) to accept returns, replace products or issue refunds on a case-by-case basis in our sole discretion.
- Your Representations and Warranties. You represent and warrant that: (a) you will comply with all laws, rules, regulations, guidances and orders (collectively, “Laws”) applicable to your (i) use of the Service and other activities under this Agreement and (ii) any actions or decisions you make based on the Results, including in each case applicable employment, education and privacy laws; (b) before providing (or, if you are an organization, before permitting any member of your organization to provide) a Sample (and before shipping a Sample), your will have executed (or ensure such member has executed) the Informed Consent and all other required forms; (c) you will not bill or charge, or seek reimbursement from, any third party payor (including any insurer or Medicare, Medicaid or other health plan) for or in connection with the Service or any services rendered or other activities conducted by you or us under this Agreement; and (d) you will consult with your own legal counsel prior to obtaining any information from any member of your organization and making any decisions or determinations (including with respect to return to work or school, or any enrollment, membership, employment, education or personnel matters) based on the Results, and we shall have no responsibility or liability for any such decisions or determinations. You are solely responsible for your own legal compliance matters, including any decisions relating to enrollment, employment, education or personnel matters. To the extent you receive funding from a federal, state or local government agency to pay for all or any portion of the Testing, you shall be solely responsible for ensuring that the Testing complies with the terms of such funding arrangement and that the terms of this Agreement are properly disclosed to the relevant government agency to the extent required by the terms of any funding agreement.
- User Content. Each User retains such User’s rights in any information or other content such User creates, uploads, stores or transmits (which may include data, text or other materials or content) (“User Content”), subject to the rights granted below and our rights in Our Property as explained below. Notwithstanding anything to the contrary herein, “User Content” excludes all Results (which are governed solely by Section 1.d above).
You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, your User Content in connection with operation and promotion of the Service and any other purposes reasonably related to the Service or our business. To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to your User Content. You also hereby grant and agree to grant each other User a worldwide, non-exclusive, perpetual, royalty-free license to access, copy and use your User Content which (a) you transmit to such User via the Service or (b) you post within any public forum or similar area of the Service that is available to Users generally, in each case solely for such User’s own Specified Purpose (as defined below), in accordance with the terms and conditions herein. You agree that we are not responsible for any use or disclosure of your User Content by other Users or any third party who gains access to it through the Service (which may include unintended activities by third parties, such as by hackers).
On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of your User Content.
- Ownership Rights. The Service, including all aspects of the Platform and Our Property (as defined below), is the property of, and owned by, Meenta or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are “Our Property.” Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
The mark MEENTA and any associated logos, are registered or unregistered trademarks or service marks of Meenta or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Subject to the terms and conditions herein, we grant you the non-exclusive, non-transferable, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service, as permitted by this Agreement, solely for your personal non-commercial use (or, if you are an organization, for your own internal business purposes) (the “Specified Purpose”). We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.
We reserve the right (but are under no obligation) to investigate any claim that User Content or use of the Service does not conform to the terms and conditions of this Agreement, and to remove User Content from the Service or terminate your account or use of the Service for breach of this Agreement.
You agree that, with respect to any Order you submit or transaction you initiate on the Platform or by using the Service, you will not contact or attempt to contact any User, Service Provider or other third party involved in such Order or transaction outside the Platform. Contacting another User, Service Provider or other third party to discuss moving an Order or other transaction off the Platform creates a risk of fraud and is not permitted, and if you do so, we may decide (in our sole discretion) to cancel such Order or transaction and we will have no responsibility or liability to you arising from such cancelation.
- Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Meenta. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
- Disclaimer of Warranties; Limitations of Liability. THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (B) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTIES, INCLUDING SERVICE PROVIDERS. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF SAMPLES, LOSS OF DATA OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, THE TESTING, THE PLATFORM OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, THE TESTING, THE PLATFORM OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Indemnity. You will indemnify us and our directors, officers, employees, licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your (a) breach of this Agreement, (b) use of the Service (including the Testing and the Platform), (c) failure to comply with any applicable Laws in connection with activities hereunder, (d) reliance on, or use or interpretation of, the Results, including any decisions or determinations you make based upon the Results, (e) unauthorized use or disclosure of Results (or other personally identifiable information of any member of your organization) in violation of this Agreement or such member’s Informed Consent, or (f) use, collection, handling, storage, disposition or any other exploitation of Tests, the Collection Materials or Samples (but excluding any Liabilities to the extent caused by our negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
- Suspension and Termination. You may terminate this Agreement at any time by closing your account and ceasing to use the Service. We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on the Platform), for any reason or no reason; provided that, we will fulfill any of your Orders we accepted prior to such termination. If your account or this Agreement is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your User Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of this Agreement or your account. Upon termination, your account registration information will be deactivated and may no longer be retrievable by you, although your health information will not be deleted. Please note, however, that information you enter or accept into your Meenta account is backed-up and saved on a server and as such, we cannot guarantee that information that has been deleted from Meenta account will not be available elsewhere. Sections 1.f, 1.g and 5 through 20, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
- Modification of Service and Agreement; Previous Versions. We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by posting on the Platform. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Meenta.
- Children. The Service is not directed to users under the age of 18. If you are under 18, you are not permitted to use the Service or to send personal information to us. In addition, the Service does not knowingly collect personal information from children under the age of 13. For purposes of clarity, this paragraph does not restrict a parent or guardian from using the Service on behalf of an individual who is under the age of 18 (and who provides a Sample or receives Testing hereunder), provided that such parent or guardian executes an Informed Consent on such individual’s behalf in accordance with Section 1.a.
- Applicable Law. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the laws of the Commonwealth of Massachusetts, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.
- Arbitration. We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At our option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). With respect to any IP Claims that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the Commonwealth of Massachusetts, U.S.A. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.
- Force Majeure. We will not be liable for any delay or non-performance of any of its obligations hereunder (including provision of the Service) to the extent that such delay or non-performance arises from factors beyond our reasonable control, including labor disputes, fire, flood, natural disaster, war blockade, military operations, riot, civil commotion, plant breakdown, power outage, computer or other equipment failure, non-delivery or delays in delivery by any other suppliers of goods or services utilized in the performance of services under this Agreement, acts of government (including (i) if the U.S. Food and Drug Administration or other regulatory agency or government body determines that our activities under this Agreement are illegal or violate any applicable Law or (ii) any failure to renew any executive order waiving, or any change to, in either case, certain legal or regulatory requirements that, if in effect, would prevent performance of Testing or provision of the Service), or actions or inactions taken to comply (in our reasonable discretion) with any applicable Law.
- Geography. We provide the Service from the United States and for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Miscellaneous Provisions. You will comply with all Laws applicable to your activities under or in connection with this Agreement, including United States export control laws, regulations and executive orders. If you are an organization, we may use your name and/or logo in our customer lists on our website or in marketing materials. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.
Version: March 7th, 2022