Terms of Use

Accord Healthcare, Inc.

Terms of Service

Last Updated:: September 19, 2022

Welcome to Accord Healthcare, Inc.! These Terms of Service (“ Terms of Service”) govern your use of our websites: www.hcq134.com and www.AccordHealthcare.us (each a “ Site” and collectively, the “ Sites” and the “ Services”).

The Services are copyrighted works belonging to Accord Healthcare, Inc. (“ Company”, “ us”, “ our”, and “ we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. The Sites and their contents, features, and functionality are owned by the Company or other providers of such material and are similarly protected by copyright, trademark, or other intellectual property laws as applicable.

These Terms of Service, together with our Privacy Policy, (collectively, the “ Terms”) set forth the legally binding terms and conditions that govern your use of the Services. BY ACCESSING OR USING THE SITES OR DOWNLOADING OR INSTALLING THE APP YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITES OR DOWNLOAD OR INSTALL THE APP.

These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. See Sections 8, 10 and 12.2 below for more information.

These terms include certain disclaimers. See Section 9 below for more information.

1. Access to the Services

1.1 Eligibility. Only persons who are at or above the legal age of majority in their jurisdiction (18 years of age in most states in the United States) who agree to be bound of these Terms of Service may use the Services.

By downloading/installing/using/accessing the Services, you: (i) acknowledge that you have read and understand these Terms and our Privacy Policy; (ii) represent that you meet the eligibility requirements above, (iii) accept this agreement and agree that you are legally bound by its terms and (iv) agree to the terms of our Privacy Policy and consent to our processing of your personal information as described in our Privacy Policy. If you do not agree to these Terms, you may not download, install, or otherwise use the Services in any way.

1.2 License. Subject to Section 9.3 and the other terms and conditions in these Terms of Service, and provided that you meet the requirements in Section 1.1 above, Company grants you a limited, non-transferable, non-exclusive, revocable, limited license to:

(a) download and install the App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Device”) strictly in accordance with the App’s documentation; and

(b) to use and access the Sites solely for your own personal use.

Additionally, you grant Company an unlimited, transferable license to any User Content (defined below).

1.3 Certain Restrictions. The rights granted to you in these Terms of Service are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, translate, adapt, make derivative works of, improve, disassemble, decode, reverse compile or reverse engineer or otherwise attempt to derive or gain access to the source code of any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, App or service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you shall not remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms of Service. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

1.4 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

1.5 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services.

1.6 Ownership. You acknowledge and agree that the Services is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms of Service, or any other rights thereto other than to use the Services in accordance with these Terms of Service. Company and its licensors and service providers reserve and retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Service. Neither these Terms of Service (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.2. Company and its suppliers reserve all rights not granted in these Terms of Service. There are no implied licenses granted under these Terms.

2. Accounts

2.1 Account Creation. In order to use certain features of the Service, you must register for an account (” Account“) and provide certain information about yourself as prompted by the account registration form (including but not limited to an email address and a unique password, which may be required to be changed from time to time). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you reside in the United States or, if you reside outside the United States, that your use of the Service will comply with applicable law in your jurisdiction. You may delete your Account at any time, for any reason, by following the instructions on the Service. Company may suspend or terminate your Account in accordance with Section 10.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. Information and Content Submitted Through the Services

3.1 User Content. “User Content” means any and all information and content that you or any other user submits, creates, or otherwise transmits in connection with, the Services (e.g., content in a review, comment or other types of postings). Your submission of User Content is governed by this Agreement (and our collection and use of your User Content and is governed by the Company Privacy Policy located at: https://www.accordhealthcare.us/privacy-policy/. By submitting User Content to through the Services, you make the following representations, warranties and agreements:

(a) You are eligible to use the Services under Section 1.1 above.

(b) You agree that you are solely responsible for, and you assume all risks associated with your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content permitted by our Privacy Policy that personally identifies you or any third party;

(c) You consent to our use of your personal information as outlined in the Privacy Policy;

(d) To the extent that you submit information that personally identifies or is otherwise of or about a third party (“Third-Party Information”) through the Services, you represent that all such Third-Party Information is of persons who are at least 18 years of age, and that you have validly obtained all consents and provided all notices required by applicable law for the submission, disclosure and use by us of the Third-Party Information;

(e) All information or material that you submit through the Services is owned or controlled by you, including the right to grant the license above to us and our successors, licensees, and assigns;

(f) All information or material you submit is true, accurate and complete, and you will maintain and update such information and materials as needed such that it remains true, accurate and complete;

(g) You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3).

You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 Intentionally Omitted.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Services to submit, collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms of Service or otherwise create liability for us or any other person. Such action may include terminated your Account (where applicable) and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Company with any feedback or suggestions regarding the Services ( “Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

4. Device Requirements. The App can only be used via certain mobile devices ( “Devices”), subject to listed system requirements. A list of these devices is provided on the Company website, as well as through third-party application marketplaces, such as the App Store and Google Play ( “Marketplaces”), where the application can be downloaded.

5. Updates. Company may, from time to time and in its sole discretion, develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

(a) the App will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You will promptly download and install all Updates and acknowledge and agree that the Apps or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Apps and be subject to all terms and conditions of these Terms of Service.

6. Indemnification. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms of Service, or (c) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. Third-Party Materials. The Services may contain links to third-party websites and services, including through third party advertising and links to press releases (collectively, “Third-Party Materials”). Such Third-Party Materials are not under the control of Company, and Company is not responsible for any Third-Party Materials. Company provides access to these Third-Party Materials only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Materials. You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Materials.

8. Release. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any Third Party Materials). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

9. Disclaimers.

9.1 Medical Disclaimer. THE CONTENT AND INFORMATION THAT WE PROVIDE IN THE SERVICES ARE FOR EDUCATIONAL AND GENERAL INFORMATIONAL PURPOSES ONLY. NOTHING IN THE SERVICES SHOULD BE CONSTRUED AS GIVING MEDICAL ADVICE OR OTHER ADVICE OF ANY KIND. YOU SHOULD NOT USE THE SERVICES TO ATTEMPT TO DIAGNOSE OR TREAT ANY HEALTH PROBLEM OR CONDITION. IF YOU SUSPECT THAT YOU HAVE A MEDICAL CONDITION YOU SHOULD SEEK TREATMENT FROM A QUALIFIED MEDICAL PROFESSIONAL.

9.2 Accuracy. WE WILL USE REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION WE PROVIDE IS ACCURATE AND UP TO DATE; HOWEVER WE MAKE NO REPRESENTATION OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY FOR ANY PURPOSE OF THE SERVICES.

9.3 Intended Audience. CERTAIN PARTS OF THE SERVICES, SUCH AS THE APP, THE ACCORDCARES SITE AND THE CAMCEVI SITES, ARE NOT INTENDED FOR A GENERAL AUDIENCE AND ARE INTENDED INSTEAD ONLY FOR SPECIFIC TYPES OF USERS SUCH AS THE COMPANY’S EMPLOYEES, CUSTOMERS, AND HEALTHCARE PROVIDERS. IF YOU ARE NOT A MEMBER OF THE INTENDED AUDIENCE THEN COMPANY RESERVES THE RIGHT, BUT NOT THE OBLIGATION, TO DENY YOU ACCESS TO SUCH PARTS OF THE SERVICES.

9.4 General Disclaimer. THE SERVICES IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICES PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, RELIABLE, FREE FROM HARMFUL CODE, LEGAL, SAFE, AVAILABLE ON AN UNINTERUPTED BASIS OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICES PROVIDERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR: PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICES PROVIDERS HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $50.00.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. Term and Termination. Subject to this Section, these Terms of Service will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms of Services. Upon termination of your rights under these Terms of Service and right to access and use the Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms of Service. Even after your rights under these Terms of Service are terminated, the provisions herein which by their nature should survive the termination of this agreement, will survive it, including without limitation: Sections 1.3, 1.6, 3, and 6 through 10 and 12.

12. General

12.1 Changes. These Terms of Service are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Our prominent posting of notice of such changes on our website will also be considered effective notice of such changes. Any changes to these Terms of Service will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Services. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

12.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms of Service or the use of any product or service provided by Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ( “Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Company should be sent to Company attn.: Terms of Service Dispute at the address listed in Section 12.12 (or such other address as may be provided by Company for this purpose. After the Notice is received, you and Company may attempt to resolve the claim or dispute informally. If you and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration. You agree that any dispute, claim or controversy arising hereunder or relating in any way to these Terms of Service and not informally resolved shall be settled by binding arbitration in the State of Delaware, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services ( “JAMS”). The arbitrator shall issue a written decision specifying the basis for the award made. The party filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by JAMS with respect to such claim or counterclaim. All other costs associated with the arbitration and imposed by JAMS shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration. In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of Delaware, without giving effect to its conflict of laws rules.

(d) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(f) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(g) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(h) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(i) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(j) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(k) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within the State of Delaware, for such purpose.

12.3 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4 Disclosures. Company is located at the address in Section 12.12. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.6 Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

12.7 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

12.8 Limitation of Time for Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

12.9 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement will govern.

12.10 Entire Terms. The Terms of Service and Privacy Policy constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

12.11 Copyright/Trademark Information. Copyright © 2022 Accord Healthcare, Inc. All rights reserved. All trademarks, logos and service marks ( “Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

12.12 Contact Information:

Accord Healthcare, Inc.

1009 Slater Road, Suite 210B

Durham, NC 27703