Terms of Service
Last Updated: August 17, 2020
Welcome to Eden Health! Eden Health, Inc. (“Eden Health”) and the professional corporations with which it contracts, including Eden Health Medical, PC (such professional corporations, the “PCs,” and collectively with Eden Health, the "Companies," "we" or "us") offer a service that allows Users (defined below) to manage their health using online-enabled technology, enhanced digital health tools and other services (the "Service") through its online platform located at https://www.edenhealth.com (the "Website") and mobile device application ("App").
By using the Service, you agree to be bound by these Terms. If you object to anything in these Terms, you must refrain from using the Service, or, if you are a user of the Service, immediately cease the use of the Service and notify us of your objection to these Terms.
THESE TERMS OF SERVICE REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, AND INCLUDE A CLASS ACTION WAIVER. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Acceptance of Terms of Service
a. Electronic Agreement. These Terms are an electronic contract that set out the legally binding terms of your use of and subscription to the Service. By using the Service, you accept these Terms and agree to the terms, conditions, and notices contained or referenced herein. They may be modified by the Companies from time to time, at their sole discretion, with such modifications to be effective upon posting by the Companies on the Website or via the Service or providing you with notice of the modification. It is important that you review such modifications because if you continue to use the Service after we have posted the modifications, you indicate that you agree to be bound by the modified Terms.
c. Withdrawing Your Consent. If you later decide that you do not want to receive future Communications electronically, please send an email to email@example.com or a letter to Eden Health, Inc., 101 Greenwich St. Suite 403, New York, New York 10006. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to, and electronically signed by, you prior to the effective date of your withdrawal. However, if you withdraw your consent to receive Communications electronically, we may terminate your use of the Service.
You represent and warrant that you are at least 18 years of age and have the right, authority and capacity to enter into these Terms and to abide by all of the terms and conditions of these Terms.
Account Registration and Security
If you want to use any features of the Service, you will have to create a User account via the App. It is important that you provide us with accurate, complete and up-to-date information for your account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. You are also responsible for maintaining the confidentiality of the credentials that you designate during the registration process for your account, and you are fully responsible for all activities that occur under your account. You agree to (a) immediately notify the Companies of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. If you do not, we may suspend or terminate your account. The Companies will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.
Term and Termination
These Terms will remain in full force and effect while you are a User. You may terminate your use of the Service at any time by contacting us via letter at Eden Health Inc., 101 Greenwich St. Suite 403, New York, New York 10006 or via email at firstname.lastname@example.org. The Companies in their sole discretion may terminate your use of the Service at any time, including, but not limited to, if you breach these Terms, by sending notice to you at the email address you provide via the Service. If the Companies terminate your use of the Service because you have breached these Terms, you and your employer will not be entitled to any refund of paid fees. All decisions regarding the termination of accounts shall be made in the sole discretion of the Companies. The Companies are not required to provide you with notice prior to terminating your use of the Service and are not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination shall be deemed to survive such termination, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. In addition, you understand and acknowledge that following termination of your account, the Companies may be required to, and will, maintain electronic copies of your medical records in accordance with applicable law.
Non-commercial User of the Service
The Service is for the personal use of individual Users only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses are not permitted to, and should not use the Service. Illegal and/or unauthorized uses of the Service, including collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, App or Service is prohibited. Use of the Service is with the permission of the Companies, which may be revoked at any time, for any reason, in the Companies’ sole discretion.
Permission to Treat/Telehealth Medical Treatment
By using the Services, you give permission to the health care providers of the PCs to medically care for you in person, and, if applicable, by Telehealth (defined below), as applicable and appropriate. You may withdraw this consent at any time by both terminating your account and no longer seeking care from the Companies.
You understand that this consent is given in advance of any specific diagnosis or treatment. You understand that these services are voluntary and that you have the right to refuse these services. This consent remains in effect even after a specific diagnosis has been made and treatment has been recommended. This consent will remain in effect until revoked by you in writing. However, revoking your consent in writing will not affect actions that were taken prior to receiving your revocation.
You understand that encounters with the Companies or our Telehealth services via phone, email, the App or otherwise, could involve, and you hereby consent to the use of, automated tools for diagnosis, care, treatment or communication pertaining to healthcare matters. You also acknowledge that such virtual encounters with the Companies may be provided by a variety of healthcare providers, including physicians, physician assistants, registered nurses, nurse practitioners, phlebotomists, and other support or medical personnel (collectively, the “Care Team”).
The Website, the App and Telehealth services are NOT appropriate for emergency or urgent medical matters. You agree not to use these services for emergency or urgent medical matters. You agree that for all urgent or emergency matters that you believe may immediately affect your health, you will immediately contact your medical services provider, call 911 or go to an emergency room at a local hospital facility.
"Telehealth" is the delivery of healthcare services using technology when the healthcare provider and patient are not in the same physical location, and/or the virtual delivery of healthcare services, including by a medical provider or via digital or automated tools, including without limitation tools for medical or health-related diagnosis and treatment. Telehealth may be used for diagnosis, treatment, follow-up and/or patient education, and may include, without limitation, the following: electronic transmission of patient medical records, medical images, or other patient data; synchronous (i.e., "real time") and asynchronous (i.e., non-"real time") interactions via audio, video, and/or data communications; automated or digital tools for diagnosis, care, treatment and/or communication pertaining to healthcare or medical matters; and output data from medical devices, sound and video files. It may be possible that your condition cannot be treated via Telehealth, or that information transmitted through Telehealth may not be sufficient or of too poor of image quality, or insufficient information or data to allow for appropriate medical decision making. Accordingly, you may be required to seek additional in-person medical care, alternative healthcare or emergency services. You agree that if your health or medical problem or condition persists after use of Telehealth via the App, you will immediately contact your medical services provider and seek appropriate additional in-person medical care or emergency care, as appropriate.
You understand that part of the Service requires disclosure of your protected health information, including test results, to a secure online personal health record and communication with our healthcare team electronically via the Service or the App, all in accordance with our HIPAA policy. You consent to receive emails, SMS messages, phone calls or other communications from us pertaining to your care and your health (such as automated health reminders). You hereby authorize Eden Health to use and/or disclose your health information which specifically identifies you or which can reasonably be used to identify you to carry out your treatment and other healthcare operations. “Healthcare Operations” include but are not limited to: disclose of your medical information to any of your physicians and their offices or insurance companies participating in your care or treatment and the quality of that care. The Companies’ health care providers will obtain access to your medical records through a Health Information Exchange, as further explained in our Health Information Exchange Notice.
Eden Health provides the App as an encrypted communication channel through which to primarily communicate with your Care Team. After your registration, you may also receive email, SMS, and/or mobile push notifications in connection with the Services, and these notifications:
- may identify you as a User of the Services
- may inform you that you have received communication from your Care Team via the App
- may respond to requests you may have initiated by email or other means outside of the App
- may, at your request, contain certain protected health information (“PHI”), as is your right under HIPAA
Depending on your phone and email provider, certain email, SMS, and mobile push communications may not be encrypted.
Financial Policy and Payment Agreement
a. General. If the medical services provided to you by the PCs are covered by your health plan, you authorize us to charge the health plan for such services and agree to pay any co-payment due under your health plan terms. If health plan coverage is not applicable, you agree to pay us the self-pay rate for any use of the Service by you.
b. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE OR A CHANGE IN THIRD-PARTY INSURANCE PARTICIPATION, PLAN, OR COVERAGE), AND YOU MUST PROMPTLY NOTIFY THE COMPANIES IF YOUR PAYMENT METHOD (E.G., CREDIT CARD OR DEBIT CARD) IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. YOU MUST PROMPTLY NOTIFY THE COMPANIES IF YOUR COVERAGE BY A THIRD-PARTY INSURER OR OTHER AUTHORIZED PAYER IS CANCELED. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH BY CONTACTING EDEN VIA PHONE OR EMAIL. IF YOU FAIL TO PROVIDE THE COMPANIES ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT THE COMPANIES MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR USE OF THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY THE COMPANIES).
c. Payment Method. If the Companies do not receive payment from third-party insurers or other authorized payers, you agree to pay all amounts due on your account upon demand. You agree that your third-party insurers and other authorized payers may impose terms and conditions on you, which are independent of these Terms and you agree to comply with all of those terms.
d. Reaffirmation of Authorization. YOUR NON-TERMINATION OR CONTINUED USE OF THE SERVICE REAFFIRMS THAT THE COMPANIES ARE AUTHORIZED TO CHARGE YOU FOR SERVICES RENDERED. THE COMPANIES MAY SUBMIT THOSE CHARGES FOR PAYMENT AND YOU WILL BE RESPONSIBLE FOR SUCH CHARGES. THIS DOES NOT WAIVE THE COMPANIES’ RIGHT TO SEEK PAYMENT DIRECTLY FROM YOU. YOUR CHARGES MAY BE PAYABLE IN ADVANCE, IN ARREARS, OR PER USAGE.
Appointments: Missed/Late Cancellation
As a courtesy to other patients, you understand and agree that if you do not show for your appointment or you cancel your appointment with less than 24 hours’ notice, the Companies reserve the right to charge you a fee for a missed/late cancelled appointment.
We welcome feedback, comments and suggestions for improvements to the Service ("Feedback"). You can submit Feedback by contacting the Companies, including by completing and submitting the feedback survey sent to you after some encounters or by emailing us at email@example.com. To allow us to improve our services, once you submit the Feedback, we will own all right, title, and interest in such Feedback.
Content and Software on the Service
a. Proprietary Rights; License. Eden Health, Inc. or its licensors exclusively own and retain all proprietary rights, title and interest in the Website, the App and the Service, including the Software (defined below) and all associated intellectual property rights contained therein. The Website, the App and the Service contain the copyrighted material, trademarks, and other proprietary information of Eden Health, Inc., and its licensors. Subject to the terms and conditions of these Terms, Eden Health grants to you a personal, limited, non-exclusive, nontransferable, non-sublicensable license to (i) download and install a copy of the software and technology that enable the App, together with any updates and bug fixes (the "Software") on a mobile device and (ii) access and use the graphics, audio, articles, marketing communications, photos or profiles and works of authorship of any kind that Eden Health provides or makes available via the Service (the "Content") during the term of these Terms solely in connection with your permitted use of the Website, the App and the Service and solely for your personal and non-commercial purposes. Eden Health and its licensors retain all rights not expressly granted to you in these Terms.
b. Restrictions. You shall not, and you shall not enable any third party, to (i) access or attempt to access any other systems, programs or data of the Companies that are not available for public use; (ii) copy, reproduce, republish, upload, post, transmit or distribute any Content that is not User Content; (iii) work around any technical limitations in the Software, or decompile, disassemble or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (iv) perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by the Companies’ other licensees or clients, or impose an unreasonable or disproportionately large load on the infrastructure; (v) remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service (including the Software); or (vi) otherwise use the Software except as expressly allowed under this Section.
c. Reliance on Content, Advice, Etc. The Companies do not: (i) guarantee the accuracy, completeness, or usefulness of any third-party Content on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any third-party that appears on the Service. Under no circumstances will the Companies or their affiliates be responsible for any loss or damage resulting from your reliance on third-party information posted on the Website or the App or transmitted to or by any Users via the Service.
The following is a partial list of the type of actions that you may not engage in with respect to the Service:
- You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Service or its contents;
- You will not interfere, access, tamper with or disrupt the Service, Website or App or the servers or networks connected to the Service, Website, or App;
- You will not attempt to probe, scan or test the vulnerability of any Eden Health system or network or breach any security or authentication measures;
- You will not send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- You will not use any meta tags or other hidden text or metadata utilizing the Companies’ trademarks, logos, URLs or product names without the Companies’ express written consent;
- You will not use the Service, Website, App or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service;
- You will not use, display, "frame" or "mirror" any part of the Service, the Companies’ names, any Companies’ trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from the Companies. You also shall not use meta tags or code or other devices containing any reference to the Companies or the Service in order to direct any person to any other web site for any purpose; and
- You will not collect or store any personally identifiable information from Users.
Modifications to Service
The Companies reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Companies shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Blocking of IP Addresses
In order to protect the integrity of the Service, the Companies reserve the right at any time in their sole discretion to block Users from certain IP addresses from accessing the Service.
The Companies are not responsible for any incorrect or inaccurate third-party Content posted on the Service. The Companies are not responsible for the conduct, whether online or offline, of any User. The Companies assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any Communication. The Companies are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to Users’ or to any other person's computer related to or resulting from participating or downloading materials in connection with the Service. Under no circumstances will the Companies or any of their affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Service any Content posted on the Service or transmitted to Users, or any interactions between Users of the Service, whether online or offline. THE SERVICE IS PROVIDED "AS-IS" AND THE COMPANIES EXPRESSLY DISCLAIM ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Companies cannot guarantee and do not promise that the Service will achieve any intended results, be uninterrupted or error free or meet your requirements.
In addition to the preceding paragraph and other provisions of these Terms, any general, non-patient specific advice that may be posted on the Website, the App or the Service is for informational purposes only and is not intended to replace or substitute for any medical or other advice. The Companies make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or affect on any person following the general information offered or provided within or through the Website, the App or the Service. If you have specific concerns or a situation arises in which you require medical advice, you should consult directly with one of our appropriately trained and qualified medical services providers.
The Companies make no representation that the Service is appropriate, or is available for use outside the U.S. Access to and use of the Service where the access or use of the Service is illegal is prohibited. Those who choose to access and use the Service from outside the U.S. do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.
Links and Third-Party Applications
The Service may provide, or third parties may provide, links to other sites or other online resources. In addition, our Website or App may also integrate third-party applications, products or services (the "Third-Party Applications"), which may have access to your data and PHI. These third parties are not affiliated with us and may have different policies with respect to handling your data and PHI, and use of such Third-Party Applications is subject to their applicable terms and conditions and privacy policies. We are not responsible for and do not make any representations or warranties with respect to any third-party technology or Third-Party Applications, or the actions or inactions of such third parties, accessible via the App, Service or the Website. Any purchase by you of any Third-Party Applications or any exchange of data or other interaction between you and a provider of a Third-Party Application is solely between you and the applicable third-party service provider.
Because the Companies have no control over such Third-Party Applications and third-party sites and resources, you acknowledge and agree that the Companies are not responsible for the availability, quality, accuracy, integrity, safety, reliability or legality of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such Third-Party Applications, sites or resources. You further acknowledge and agree that the Companies shall not be responsible or liable, directly or indirectly, for any damage, harm, injury or loss of any kind caused or alleged to be caused by or in connection with the purchase, use of, download, installation or reliance upon, any such content, goods or services available on or through any such site, Third-Party Application or resource.
We do not endorse and are not responsible for the information and security practices or privacy policies of Third-Party Applications or web sites operated by others that may be linked to or from the Service, Website or App. No web sites that link to the Service may frame or otherwise incorporate the Content on the Service.
Limitation on Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANIES (OR THEIR EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, BODILY INJURY OR DEATH, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, APP, SERVICE OR SOFTWARE, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF THE COMPANIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANIES’ LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE WEBSITE, APP, SERVICE OR SOFTWARE, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS PAID BY YOU OR YOUR EMPLOYER TO THE COMPANIES FOR ACCESS TO AND USE OF THE SERVICE BY YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
U.S. Export Controls
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Service, you represent and warrant that: (i) you are 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) you are not listed on any U.S. Government list of prohibited or restricted parties.
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and the Companies agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court, and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an ("IP Protection Action"). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide the Companies with written notice of your desire to do so by email or regular mail at firstname.lastname@example.org or Eden Health, 101 Greenwich St. Suite 403, New York, NY 10006 within thirty (30) days following the date you first accept these Terms (such notice, an "Arbitration Opt-out Notice"). If you don’t provide the Companies with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide the Companies with an Arbitration Opt-out Notice, will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide the Companies with an Arbitration Opt-out Notice, you acknowledge and agree that you and the Companies are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and the Companies otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and the Companies otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and the Companies submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. The Companies will not seek, and hereby waive all rights they may have under applicable law to recover, attorneys’ fees and expenses if they prevail in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, the Companies will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding anything to the contrary in these Terms, if the Companies change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of the Companies’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and the Companies in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Waiver and Severability
The failure of the Companies to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Companies. Except as expressly set forth in these Terms, the exercise by any party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms constitute the entire and exclusive understanding and agreement between the Companies and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Companies and you regarding the same.
You may not assign or transfer these Terms, by operation of law or otherwise, without the Companies’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. The Companies may assign or transfer these Terms, at their sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by the Companies (i) via email (in each case to the address that you have provided); or (ii) by posting to the Website or the App or via the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
If you have any questions about these Terms or the Service, please contact firstname.lastname@example.org.