MOVN HEALTH TERMS OF SERVICE
Last Updated: 08/17/2023
Youhave arrived at www.movinganalytics.com, www.getmovn.com and/or are otherwiseinteracting with one of our health tracking device kits or mobile applications,such as Movn Rehab, which are all owned and operated by Movn Health, Inc. d/b/aMovn Health (collectively, “Moving Analytics,” “Movn Health”, "Company,""we," "our" or "us"). Byinstalling and or using the Movn Health software, health tracking device kits,mobile application, or any included documentation, Movn Health’ website (“Website”)and any of Movn Health’ services (collectively the “Service” or “Services”)accessible by using the software (collectively, such software, mobileapplication, Website and Services, the “Software”), You acknowledge thatyou have read this agreement, understand it, and agree to be bound by the termsand conditions of this Terms of Service agreement (the “Agreement”). ThisAgreement applies to all visitors, users, and others who access the Servicesand Software (“User” or “you”).
THESERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT FOR MEDICAL EMERGENCIES. THEINFORMATION AND MATERIALS CONTAINED IN THE SERVICES ARE FOR INFORMATIONALPURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICALADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OROTHER QUALIFIED HEALTH PROVIDER DIRECTLY WITH ANY QUESTIONS YOU MAY HAVEREGARDING A MEDICAL CONDITION.
CALL911 IMMEDIATELY IF YOU BELIEVE YOU ARE EXPERIENCING A MEDICAL EMERGENCY. DO NOTRELY ON COMMUNICATION THROUGH THE SERVICES FOR URGENT MEDICAL NEEDS.
PLEASE READ THESE TERMS CAREFULLY TO ENSURETHAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAIN A MANDATORY MUTUALINDIVIDUAL ARBITRATION PROVISION IN SECTION 11.2 (THE “ARBITRATION AGREEMENT”)AND A MUTUAL CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.3 (THE “CLASSACTION/JURY TRIAL WAIVER”) THAT REQUIRE, SUBJECT ONLY TO THE SPECIFIEDEXCEPTIONS IN SECTIONS 11.2 AND 11.3 OR UNLESS YOU OPT OUT PURSUANT TO THEINSTRUCTIONS IN SECTION 11.2, THE EXCLUSIVE USE OF FINAL AND BINDINGARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURYTRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVEACTIONS OR PROCEEDINGS.
This is a contract between you and Movn Health. You mustread and agree to these terms before using the Service. If you do not agree,you may not use the Service. You may use the Service only if you can form abinding contract with Movn Health, and only in compliance with this Agreementand all applicable local, state, national, and international laws, rules andregulations. Any use or access to the Service by anyone under 18 is strictlyprohibited and in violation of this Agreement. The Service is not available toany Users previously removed from the Service by Movn Health.
Subject to the terms and conditions of this Agreement, youare hereby granted a non-exclusive, limited, non-transferable, freely revocablelicense to use the Software and the Service for your non-commercial use onlyand as permitted by the features of the Service. Movn Health reserves allrights not expressly granted herein in the Service and the Company Content (asdefined below). Movn Health may terminate this license at any time for anyreason or no reason.
1.3. SoftwareUse Restrictions
You shall not sublicense, distribute, hypothecate, lease,loan or otherwise convey the Software or the content made available through theSoftware (“Company Content”) or any portion thereof to anyone, and underno circumstance may you use or allow the use of the Software in any mannerother than as expressly set forth above. You shall not modify the Software,incorporate the Software in whole or in part in any other product or createderivative works based on all or part of the Software. You shall not remove anycopyright, trademark, proprietary rights, disclaimer or warning notice includedon or embedded in any part of the Software. You shall not use the Software inconnection with a service bureau, time sharing or fee-for-service arrangementwith third parties. Except to the extent permitted by applicable local law, youshall not reverse assemble, decompile or disassemble or otherwise reverseengineer any portion of the Software. If you dispose of any media embodyingSoftware or Company Content, you will ensure that you have completely erased orotherwise destroyed any Software and Company Content stored on such media.
THE SOFTWARE IS NOT INTENDED FORUSE IN ANY SITUATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATHOR BODILY INJURY OF ANY TYPE. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWAREIN A MANNER CONSISTENT WITH ALL APPLICABLE INTERNATIONAL, REGIONAL, FEDERAL,NATIONAL, STATE, AND LOCAL LAWS (“APPLICABLE LAWS AND REGULATIONS”).
Your account on the Service (your “User Account”)gives you access to the services and functionality that we may establish andmaintain from time to time and in our sole discretion. You may never useanother User’s User Account without permission. When creating your UserAccount, you must provide accurate and complete information, and you must keepthis information up to date. You are solely responsible for the activity thatoccurs on your User Account, and you must keep your User Account passwordsecure. You must notify Movn Health immediately of any breach of security orunauthorized use of your User Account. Movn Health will not be liable for anylosses caused by any unauthorized use of your User Account.
You may not (i) create more than one account to access the Service,(ii) share your User Account with any third party nor (iii) transfer youraccount to any third party. Movn Health is not responsible for any loss ordamage caused by, or expense incurred by you because of, your failure tosafeguard your User Account. You agree that you shall not rent, resell, or toremarket the Service or to provide access to the Service to any third party. MovnHealth may terminate any User Account in its sole discretion; you may not bepermitted to create a new account to access the Service if your prior UserAccount have been terminated by Movn Health.
Movn Health will protect as confidential any personal datathat you may provide to complete the applicable online forms to establish your UserAccount with Movn Health. You agree to provide, maintain and update true, accurate,current and complete personal data on the screens that collect information fromyou in connection with the Software, and represent that you will notmisrepresent your identity or your affiliation with any person or entity.
You may control your User profile and how you interact withthe Service by changing the settings in your settings page. By providing MovnHealth your email address, you consent to our using the email address to sendyou Service-related notices, including any notices required by law, in lieu ofcommunication by postal mail. We may also use your email address to send youother messages, such as changes to features of the Service and special offers.If you do not want to receive such email messages, you may opt out or changeyour preferences in your settings page. Opting out may prevent you fromreceiving email messages regarding updates, improvements, or offers.
You agree that you will not upload or transmit anycommunications or submissions of any type, to public areas of the Software,including message boards if we add them to our Services (“Public Areas”)that infringe or violate any rights of any party. By submitting communicationsor other materials to the Public Areas, you agree that such submissions are non-confidentialfor all purposes.
If you make any such submission you agree that you will notsend or transmit to Movn Health by email, (including through the emailaddresses listed on the "Contact Us" page) any communication ormaterial that infringes or violates any rights of any party. If you submit anybusiness information, idea, concept or invention to Movn Health by email, youagree such submission is non-confidential for all purposes.
If you make any such submission to a Public Area of ourWebsite or if you submit any business information, idea, concept or inventionto Movn Health by email or otherwise, you automatically grant, or warrant thatthe owner of such communication or intellectual property has expressly granted,Movn Health a royalty-free, perpetual, irrevocable, world-wide nonexclusivelicense to use, reproduce, create derivative works from, modify, publish, edit,translate, distribute, perform, and display the communication or material inany media or medium, or any form, format, or forum now known or hereafterdeveloped. Movn Health may sublicense its rights through multiple tiers ofsublicenses. If you wish to keep any business information, ideas, concepts orinventions private or proprietary, do not submit them to a Public Area or to MovnHealth.
As part of our Services, Movn Health may provide you with a healthtracking device kit that includes third-party health tracking devices such as ablood-pressure monitor, body weight scale, exercise bands, and wearable activitytracker (“Device Kit”). Movn Health may display, include, or makeavailable the Device Kit and other third-party content (including data,information, applications, and other products, services, and/or materials) orprovide links to third-party websites or services, including throughthird-party advertising (collectively the "Third-Party Materials").You acknowledge and agree that Movn Health is not responsible for Third-PartyMaterials, including their accuracy, completeness, timeliness, validity,copyright compliance, legality, decency, quality, or any other aspect thereof. MovnHealth does not assume and will not have any liability or responsibility to youor any other person or entity for any Third-Party Materials. Third-Party Materialsand links thereto are provided solely as a convenience to you, and your accessand use is entirely at your own risk and subject to such third parties' termsand conditions.
ANY THIRD-PARTY MATERIALS PROVIDED ARE FORINFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. THIRD PARTY MATERIALS ARE NOTMEDICAL DEVICES AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANYDISEASES OR HEALTH CONDITIONS.
As part of our Services and the Device Kit, MovnHealth may provide you with an Apple Watch, a wearable smartwatch produced byApple Inc. (“Apple Watch”). The Apple Watch is aThird-Party Material and your use of the Apple Watch is subject to theadditional terms and conditions as provided by Apple Inc. The Apple Watch, itsdata, and its functions and applications, such as the heart rate monitor andelectrocardiogram test (“ECG” or “EKG”), are not medical devices and are intended forinformational purposes only. They are not designed or intended for use in thediagnosis of disease or other conditions, or in the cure, mitigation,treatment, or prevention of disease. The Apple Watch is provided solely as aconvenience to you, and your access and use of the Apple Watch is entirely atyour own risk.
1.8. OnlineCommunication Services
You may send and receive electronic mail ("email"),engage in phone calls and chats, download and upload files and otherwise usethe Services as permitted by this Agreement. Movn Health reserves the right torecord any phone calls that occur between you and any of our customer servicerepresentatives and/or coaches. You are responsible for your communications andyour use of the Services.
By accessing our Software or using ourServices, you agree to abide by the following standards of conduct.You agree that you will not, and willnot authorize or facilitate any attempt by another person to use our Softwareor Services to: (a) use simultaneous, unattended or continuous connections tothe Services with one account; (b) post or transmit any message that MovnHealth deems libelous or defamatory; (c) post or transmit any message, data,image or program that is indecent, obscene or pornographic; (d) post ortransmit any message, data, image, or program that would violate the propertyrights of others, including unauthorized copyrighted text, images or programs,trade secrets or other confidential proprietary information, and trademarks orservice marks used in an infringing fashion; (e) use the Sites to threaten,harass, stalk, abuse, or otherwise violate the legal rights (including rightsof privacy and publicity) of others; (f) intercept or attempt to interceptemail or other private communications not intended for you; (g) send email toUsers or other Internet users for any purpose other than personalcommunication, including to advertise or make any unsolicited offer to sellgoods or services to other Users, use as a unsolicited mass distribution mediumto communicate a generally unsolicited message, or use your email account as anaddress to which Users or other Internet users need to respond (except asotherwise expressly permitted by the Sites or Movn Health); (h) sendunsolicited email messages through third-party mail servers in order to relayyour email or hide the origination of your email to others; (i) upload ordownload files that contain software or other material protected byintellectual property laws, rights of privacy or publicity, or any otherapplicable law unless you own or control the rights to such files or havereceived all necessary consents; (j) upload files that contain a virus orcorrupted data; (k) delete any author attributions, legal notices, orproprietary designations or labels in a file that you upload to BBS or theSites; (l) falsify the source or origin of software or other material containedin a file that you upload to BBS or the Sites; (m) use the Sites in a mannerthat adversely affects the availability of its resources to other Users; (n)use, download, or otherwise copy or provide (whether or not for a fee) to aperson or entity that is not a subscriber to the Sites the User directory orany portion thereof other than for personal, non-commercial purposes (except asotherwise expressly permitted by Movn Health); (o) falsely purport to be anemployee or agent of Movn Health; (p) cause repeated disruptive incidents; or(q) act, or fail to act, in your use of the Sites, in a manner that is contraryto applicable law or regulation. In addition, you may not post or transmit anymessage which is harmful, threatening, abusive, or hateful.
1.10. Services Location
The Service is controlled and operated from facilities in the UnitedStates. Movn Health makes no representations that the Service is appropriate oravailable for use in other locations. Those who access or use the Service fromother jurisdictions do so at their own volition and are entirely responsiblefor compliance with all applicable United States and local laws andregulations, including but not limited to export and import regulations. Youmay not use the Service if you are a resident of a country embargoed by theUnited States, or are a foreign person or entity blocked or denied by theUnited States government. Unless otherwise explicitly stated, all materialsfound on the Service are solely directed to individuals, companies, or otherentities located in the United States.
2. OurProprietary Rights
Unless otherwise noted, all Company Content contained onthis Software is the property of Movn Health and/or its affiliates or licensorsand is protected from unauthorized copying and dissemination by United Statescopyright law, trademark law, international conventions and other intellectualproperty laws. Domain names and product names are trademarks or registeredtrademarks of their respective owners. Company Content and Services are subjectto change or termination without notice and at the discretion of Movn Health.All rights not expressly granted herein are reserved to Movn Health and itslicensors.
2.2. Use of Company Content
The Software and Company Content may contain typographicalerrors, other inadvertent errors or inaccuracies. We reserve the right to makechanges to the Software, document names, Company Content, descriptions orspecifications of products or Services, or other information without obligationto issue any notice of such changes.
You may view, copy, download, and print Company Contentthat is available through the Software, subject to the following conditions:
· The Company Content may be used solelyfor your personal informational purposes. No part of this Software or theCompany Content may be reproduced or transmitted in any form, by any means,electronic or mechanical, including photocopying and recording for any otherpurpose.
· The Company Content may not bemodified.
· Copyright, trademark, and otherproprietary notices may not be removed.
2.3. Copying Restrictions
You may copy the Software onto your mobile device, and youmay make one (1) copy of the Software for backup or archival purposes. Youagree that (i) your use and possession of such copies shall be solely under theterms and conditions of this Agreement, and (ii) you shall place the sameproprietary and copyright notices and legends on all such copies as included byMovn Health on any media embodying an authorized copy of the Softwareoriginally provided by Movn Health. Except as described in this paragraph, youare not permitted to copy the Software or Company Content.
2.4. Disclosure Restrictions
You acknowledge that the Software, including the sourcecode for the Software and any information derived therefrom, constitutes avaluable trade secret of Movn Health. If you should gain access to suchmaterials, you shall not disclose them to anyone.
3. Assumption of Risk
The Service is designed to provide adesignated third-party with health-related information based on your use of theSoftware. The Software and any related data supplied to you by Movn Health doesnot provide medical advice. By granting you the right to use the Software, MovnHealth does not assume any obligation or liability with respect to your health.In no event shall Movn Health be liable for any death or bodily injury that yousuffer, or that you cause to any third party, in connection with your use ofthe Software or any activity you undertake in connection with your use of theSoftware.
Movn Health cares about the integrity and security of yourpersonal information. However, we cannot guarantee that unauthorized thirdparties will never be able to defeat our security measures or use your personalinformation for improper purposes. You acknowledge that you provide yourpersonal information at your own risk.
5. Changesto Service; Termination
We may, without prior notice, change the Service; stop providing theService or features of the Service, to you or to Users generally; or createusage limits for the Service. We may permanently or temporarily terminate orsuspend your access to the Service without notice and liability for any reason,including if in our sole determination you violate any provision of thisAgreement, or for no reason. Upon termination for any reason or no reason, youcontinue to be bound by this Agreement, and you will remain liable for allamounts due under the Agreement. You may terminate your relationship with MovnHealth at any time by contacting Movn Health at firstname.lastname@example.org.
If you fail to fulfill any of your obligations under this Agreement, andthis Agreement terminates, Movn Health and/or its licensors may pursue alllegal remedies available to them. You agree that Movn Health' licensorsreferenced in the Software are third-party beneficiaries of this Agreement andmay enforce this Agreement as it relates to their intellectual property.Sections of this Agreement which by their nature survive expiration ortermination of this Agreement shall survive according to their terms. Upon termination,you shall promptly uninstall and remove the Software from the mobile device onwhich it was installed.
6. TermsApplicable for Apple iOS
The following applies if you are accessing or using theService on any of Movn Health’ mobile applications, such as Movn Rehab, acquiredfrom the Apple App Store (“Apple-Sourced Software”): You acknowledge andagree that these Terms are solely between you and Movn Health, not Apple, Inc.(“Apple”) and that Apple has no responsibility for the Apple-SourcedSoftware or content thereof. Your use of the Apple-Sourced Software must complywith the Apple Media Services Terms and Conditions (https://www.apple.com/legal/internet-services/itunes/) and any other applicable Appleterms. You acknowledge that Apple has no obligation whatsoever to furnish anymaintenance and support services with respect to the Apple-Sourced Software. Inthe event of any failure of the Apple-Sourced Software to conform to anyapplicable warranty, you may notify Apple, and Apple will refund the purchaseprice for the Apple-Sourced Software to you; to the maximum extent permitted byapplicable law, Apple will have no other warranty obligation whatsoever withrespect to the Apple-Sourced Software, and any other claims, losses,liabilities, damages, costs or expenses attributable to any failure to conformto any warranty will be solely governed by the terms of this Agreement and anylaw applicable to Movn Health as provider of the software.
You acknowledge that Apple is not responsible foraddressing any claims of you or any third party relating to the Apple-SourcedSoftware or your possession and/or use of the Apple-Sourced Software, includingbut not limited to: (i) product liability claims; (ii) any claim that theApple-Sourced Software fails to conform to any applicable legal or regulatoryrequirement; and (iii) claims arising under consumer protection or similarlegislation; and all such claims are governed solely by these Terms and any lawapplicable to Company as provider of the software. You acknowledge that, in theevent of any third-party claim that the Apple-Sourced Software or yourpossession and use of that Apple-Sourced Software infringes that third party’sintellectual property rights, Movn Health, not Apple, will be solelyresponsible for the investigation, defense, settlement and discharge of anysuch intellectual property infringement claim to the extent required by the termsof this Agreement. You and Movn Health acknowledge and agree that Apple, andApple’s subsidiaries, are third-party beneficiaries of these Terms as relatesto your license of the Apple-Sourced Software, and that, upon your acceptanceof the terms and conditions of these Terms, Apple will have the right (and willbe deemed to have accepted the right) to enforce these Terms as they relate toyour license of the Apple-Sourced Software against you as a third-partybeneficiary thereof.
7. Releaseand Indemnity
You hereby release Company from all damages (whetherdirect, indirect, incidental, consequential, or otherwise), losses,liabilities, costs, and expenses of every kind and nature, known and unknown,arising out of a dispute between you and a third party (including other Users)in connection with the Company Platform. In addition, each User waives anyapplicable law or statute, which says, in substance: “A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, ANDTHAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HERSETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You agree to defend, indemnify and hold harmless MovnHealth and its subsidiaries, agents, licensors, managers, and other affiliatedcompanies, and their employees, contractors, agents, officers, and directors,from and against any and all claims, damages, obligations, losses, liabilities,costs or debt, and expenses (including but not limited to attorneys’ fees)arising from: (i) your use of and access to the Services, including any data orcontent transmitted or received by you; (ii) your violation of any term of thisAgreement, including, without limitation, your breach of any of therepresentations and warranties under this Agreement; (iii) your violation ofany third-party right, including, without limitation, any right of privacy or intellectualproperty rights; (iv) your interactions with other Users; (v) your violation ofany applicable law, rule or regulation; (vi) User submission or any othercontent that is submitted via your User Account, including, without limitation,misleading, false, or inaccurate information; (vii) your negligence,recklessness or willful misconduct; or (viii) any other party’s access toand/or use of the Services with your unique user name, password, or otherappropriate security code or credentials.
The Service is provided on an “asis” and “as available” basis. Use of the Service is at your own risk. To themaximum extent permitted by applicable law, the Service is provided withoutwarranties of any kind, whether express or implied, including, but not limitedto, implied warranties of merchantability, fitness for a particular purpose, ornon-infringement. No advice or information, whether oral or written, obtainedby you from Company or through the Service will create any warranty notexpressly stated herein. Without limiting the foregoing, Company, itssubsidiaries, its affiliates, and its licensors do not warrant that the contentis accurate, reliable or correct; that the Service will meet your requirements;that the Service will be available at any particular time or location,uninterrupted or secure; that any defects or errors will be corrected; or thatthe Service is free of viruses or other harmful components. Any contentdownloaded or otherwise obtained through the use of the Service is downloadedat your own risk and you will be solely responsible for any damage to yourcomputer system or mobile device or loss of data that results from suchdownload or your use of the Service.
Further, Company does not warrant,endorse, guarantee, or assume responsibility for any product or serviceadvertised or offered by a third party through the Service or any hyperlinkedwebsite or service, and Company will not be a party to or in any way monitorany transaction between you and third-party providers of products or services.
Federal law, some states, provincesand other jurisdictions do not allow the exclusion and limitations of certainimplied warranties, so the above exclusions may not apply to you. ThisAgreement gives you specific legal rights, and you may also have other rightswhich vary from state to state. The disclaimers and exclusions under thisAgreement will not apply to the extent prohibited by applicable law.
9. Limitationof Liability
To the maximum extent permitted byapplicable law, in no event shall Company, its affiliates, agents, directors,employees, suppliers or licensors be liable for any indirect, punitive,incidental, special, consequential or exemplary damages, including withoutlimitation damages for loss of profits, goodwill, use, data or other intangiblelosses, arising out of or relating to the use of, or inability to use, theService. Under no circumstances will Company be responsible for any damage,loss or injury resulting from hacking, tampering or other unauthorized accessor use of the Service or your account or the information contained therein.
To the maximum extent permitted byapplicable law, Company assumes no liability or responsibility for any (i)errors, mistakes, or inaccuracies of content; (ii) personal injury or propertydamage, of any nature whatsoever, resulting from your access to or use of ourservice; (iii) any unauthorized access to or use of our secure servers and/orany and all personal information stored therein; (iv) any interruption orcessation of transmission to or from the Service; (v) any bugs, viruses, trojanhorses, or the like that may be transmitted to or through our service by anythird party; (vi) any errors or omissions in any content or for any loss ordamage incurred as a result of the use of any content posted, emailed,transmitted, or otherwise made available through the Service; and/or (vii) UserContent or the defamatory, offensive, or illegal conduct of any third party. Inno event shall Company, its affiliates, agents, directors, employees, suppliers,or licensors be liable to you for any claims, proceedings, liabilities,obligations, damages, losses or costs in an amount exceeding $1.00.
This limitation of liabilitysection applies whether the alleged liability is based on contract, tort, negligence,strict liability, or any other basis, even if Company has been advised of thepossibility of such damage.
Some states do not allow theexclusion or limitation of incidental or consequential damages, so the abovelimitations or exclusions may not apply to you. This Agreement gives youspecific legal rights, and you may also have other rights which vary from stateto state. The disclaimers, exclusions, and limitations of liability under thisAgreement will not apply to the extent prohibited by applicable law.
10. GoverningLaw, Arbitration, and Class Action/Jury Trial Waiver
10.1. Governing Law
This Agreement shall be governed by andconstrued in accordance with the laws of the State of California, USA withoutregard to its conflicts of laws provision. The United Nations Convention onContracts for the International Sale of Goods shall not apply. The partieshereby consent to the exclusive jurisdiction and venue in the state courts inLos Angeles County, California; or any federal court located therein. In anyaction or proceeding to enforce or interpret this Agreement, the prevailingparty will be entitled to recover the costs and expenses (including reasonableattorneys' fees) that it incurred in connection with such action or proceedingand enforcing any judgment or order obtained.
READTHIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIRDISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. ThisArbitration Agreement applies to and governs any dispute, controversy, or claimbetween you and Company that arises out of or relates to, directly orindirectly: (a) this Agreement, including the formation, existence, breach,termination, enforcement, interpretation, validity, or enforceability thereof;(b) the Services, including access to or use of theServices, as well as receipt of any advertising, marketing, or othercommunications from Company; (c) any transactions through, by, or using the Services;or (d) any other aspect of your relationship or transactions with Company(each, a “Claim,” and,collectively, “Claims”). ThisArbitration Agreement will apply, without limitation, to all Claims that aroseor were asserted before or after your acceptance of the Agreement.
Ifyou are a new User, you can reject and opt-out of this Arbitration Agreementwithin thirty (30) days of accepting these Terms by emailing Company at email@example.com with your full name and stating your intent toopt-out of this Arbitration Agreement. Note that opting out of this ArbitrationAgreement does not affect any other part of this Agreement, including theprovisions regarding governing law or in which courts any disputes must bebrought.
Forany Claim, you agree to first contact us at firstname.lastname@example.org and to attempt toresolve the Claim with us informally. In the unlikely event that Company hasnot been able to resolve a Claim it has with you within sixty (60) days, weeach agree to resolve such Claim exclusively through binding arbitration by theAmerican Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under theExpedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein,or as otherwise determined by the Arbitrator. In the event of any conflictbetween the Rules and this Arbitration Agreement, this Arbitration Agreement willcontrol. AAA may be contacted at www.adr.org, where the Rules are alsoavailable. The arbitration will be conducted in Los Angeles County, California,unless you and Company agree otherwise. If you are using the Services forcommercial purposes, each party will be responsible for paying any AAA filingand administrative and Arbitrator fees in accordance with the Rules, and theaward rendered by the Arbitrator will include costs of arbitration, reasonableattorneys’ fees and reasonable costs for expert and other witnesses. If you arean individual using the Services for non-commercial purposes: (i) AAA mayrequire you to pay a fee for the initiation of your case, unless you apply forand successfully obtain a fee waiver from AAA; (ii) the award rendered by theArbitrator may include your costs of arbitration, your reasonable attorneys’fees, and your reasonable costs for expert and other witnesses; and (iii) youmay sue in a small claims court of competent jurisdiction, on an individualbasis only, without first engaging in arbitration, but this does not absolveyou of your commitment to engage in the informal dispute resolution process.Any judgment on the award rendered by the Arbitrator may be entered in anycourt of competent jurisdiction. You and Company agree that the Arbitrator, andnot any federal, state, or local court or agency, will have exclusive authorityto resolve any disputes relating to the scope, interpretation, applicability,enforceability, or formation of this Arbitration Agreement, including any claimthat all or any part of this Arbitration Agreement is void or voidable, orrelating to any defense to arbitration, including waiver, delay, laches,unconscionability, or estoppel. The Arbitrator will also be responsible fordetermining all threshold arbitrability issues, including issues relating tocontract formation and whether the Terms, or any provision of the Terms, areunconscionable or illusory.
Notwithstandinganything to the contrary, nothing in this Arbitration Agreement will be deemedas preventing Company from seeking injunctive or other equitable relief fromthe courts as necessary to prevent the actual or threatened infringement,misappropriation, or violation of its data security, intellectual property rightsor other proprietary rights; or as preventing you from asserting claims in asmall claims court, if your claims qualify and so long as the matter remains insuch court and advances on only an individual (non-class, non-representative)basis.
If this Arbitration Agreement is foundto be void, unenforceable, or unlawful, in whole or in part, the void,unenforceable, or unlawful provision, in whole or in part, will be severed.Severance of the void, unenforceable, or unlawful provision, in whole or inpart, will have no impact on the remaining provisions of this ArbitrationAgreement, which will remain in force, or on the parties’ ability to compelarbitration of any remaining Claims on an individual basis pursuant to thisArbitration Agreement. Notwithstanding the foregoing, if the Class Action/JuryTrial Waiver is found to be void, unenforceable, or unlawful, in whole or inpart, because it would prevent you from seeking public injunctive relief, thenany dispute regarding the entitlement to such relief (and only that relief)must be severed from arbitration and may be litigated in a civil court ofcompetent jurisdiction. All other claims for relief subject to arbitrationunder this Arbitration Agreement will be arbitrated under its terms, and theparties agree that litigation of any dispute regarding the entitlement topublic injunctive relief will be stayed pending the outcome of any individualclaims in arbitration.
10.3. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS ANDENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE COMPANY PLATFORMFOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THEPARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OROTHER REPRESENTATIVE PROCEEDING. THIS MUTUAL WAIVER APPLIES TO CLASSARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATEMORE THAN ONE PERSON’S CLAIMS. YOU AND COMPANY MUTUALLY AGREE THAT THEARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THEEXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEFAWARDED MAY NOT AFFECT OTHER USERS. YOU AND COMPANY FURTHER AGREE THAT, BYENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO ATRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVEACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OFANY KIND AS A PLAINTIFF OR CLASS MEMBER.
10.4. Jurisdictional Issues
Unless otherwise specified by MovnHealth to you in writing, we make no representation that information on theSoftware or Services are appropriate or available for use outside the UnitedStates. Those who choose to access the Services from outside the United Statesdo so on their own initiative and at their own risk and are responsible forcompliance with all Applicable Laws and Regulations.
11.1. Ads, Searches and Links to OtherSites
Movn Health may provide links tothird-party websites (“sites”). Movn Healthdoes not recommend and does not endorse the content on any third-party sites. MovnHealth is not responsible for the content of linked third-party sites, sitesframed within the Movn Health Website, third-party sites provided as searchresults, or third-party advertisements, and does not make any endorsements orrepresentations regarding their content or accuracy. Your use of third-partysites is at your own risk and subject to the terms of service of use for suchsites. You acknowledge and understand that should you choose to provide any personaldata to such third-party sites, the recipients of such personal data, after itis disclosed, may not be subject to the same obligations under federal privacylaws or other Applicable Laws and Regulations, and such third-party sites mayuse or re-disclose the information in accordance with Applicable Laws andRegulations and their respective privacy policies.
11.2. U.S. Government Users
Pursuant to the policy stated at 48 CFR227.7202-1, U.S. Government users acknowledge that (i) the Software iscommercial computer software, (ii) this Agreement embodies the licensescustomarily used by Movn Health for licenses in Software granted to the public,and (iii) the licenses set forth herein shall apply to all possession, use andduplication of the Software by the U.S. Government, except to the extent whichsuch licenses are inconsistent with Federal procurement law. TheContractor/manufacturer is Movn Health Inc.
This Agreement, and any rights andlicenses granted hereunder, may not be transferred or assigned by you, but maybe assigned by Movn Health without restriction. Any attempted transfer orassignment in violation hereof shall be null and void.
11.4. Reliability of Communication Networks
You understand and agree that MovnHealth does not control the system that provides the internet connectivity forthe System, Software or the availability of service for any computer orelectronic device. You understand and agree that the Movn Health is notresponsible for any mistake or lack of signal or service because of thosesystems. You also understand and agree that the Movn Health is not responsibleif one of those systems breaks any laws related to the way information is sentusing any computer or other electronic device.
11.5. Export Restrictions
You may not export or re-export anySoftware except in full compliance with all United States laws and regulationsand other Applicable Laws and Regulations, executive orders and the like,including the Export Administration Regulations of the U.S. Department ofCommerce. Without limitation of the foregoing, no Software may be exported orre-exported into (or to a national or resident of) any country to which theU.S. embargoes goods, or to anyone on the U.S. Treasury Department's list ofSpecially Designated Nationals and Blocked Persons or the U.S. CommerceDepartment's Denied Persons List.
11.6. No Waiver
No waiver of any term of this Agreementshall be deemed a further or continuing waiver of such term or any other termand Movn Health’ failure to assert any right or provision under this Agreementshall not constitute a waiver of such right or provision.
Notices to you hereunder shall be sent tothe email address provided by you when you registered to download and installthe Software. Notices to Movn Health shall be sent to the attention of its CEOat Movn Health, Inc., 16969 Von Karman Ave. STE 220, Irvine, CA, 92606. Eachparty may change such address upon written notice to the other party.
11.8. Complete Agreement; Severability
This Agreement constitute the entireagreement between you and Company concerning the Services. Except as otherwisestated in the Arbitration Agreement, if any provision of these Terms is deemedinvalid by a court of competent jurisdiction, the invalidity of such provisionwill not affect the validity of the remaining provisions of these Terms, whichwill remain in full force and effect, except that in the event ofunenforceability of the Class Action/Jury Trial Waiver, the entire ArbitrationAgreement will be unenforceable.
11.9. Notification Procedures and Changes to the Agreement
Movn Health may provide notifications,whether such notifications are required by law or are for marketing or otherbusiness-related purposes, to you via email notice, written or hard copynotice, or through posting of such notice on our website, as determined by MovnHealth in our sole discretion. Movn Health reserves the right to determine theform and means of providing notifications to our Users, provided that you mayopt out of certain means of notification as described in this Agreement. MovnHealth is not responsible for any automatic filtering you or your networkprovider may apply to email notifications we send to the email address youprovide us. Movn Health may, in its sole discretion, modify or update thisAgreement from time to time, and so you should review this page periodically.When we change the Agreement in a material manner, we will update the ‘lastmodified’ date at the top of this page and notify you that material changeshave been made to the Agreement. Your continued use of the Service after anysuch change constitutes your acceptance of any such new terms of service. If youdo not agree to any of these terms or any future terms, do not use or access(or continue to access) the Service.
Ifyou have any questions about this Agreement, please contact email@example.com.