These Terms of Service (this “Agreement”) set out the terms on which MedRhythms, Inc., a Delaware corporation, including, as applicable, its subsidiaries, affiliates, agents, designees, vendors, contractors, and subcontractors (collectively, “Company”, “we” or “us”) will provide access to and use of certain services available on or through its MedRhythms websites, platforms, mobile applications, and/or other technology or devices (collectively, the “Service”) to you, a user of the Service (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us. If you do not agree to these terms and conditions, you must not use the Service.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
1. Nature of the Service
a. General. The Service is a tool intended for personal use to support therapy and rehabilitation of neurologic or other injuries or diseases, including with the use of music, by certain patient Users (“Patients”). The Service also allows Users to access certain information (which may include data, text or other materials) related to such injuries, diseases, therapy or rehabilitation, including analyses from the Service of certain patient attributes and progress in therapy or rehabilitation, or related topics.
b. Hardware. Company may from time to time, in its sole discretion, make mobile phones, tablets or other devices, or sensors or other hardware, equipment or technology (collectively and as applicable, “Hardware”) available on a leased, loaned or other basis for certain Users to use solely with the Service. Except as otherwise specified by Company in any Additional Hardware Terms: (a) except as Company otherwise approves in writing, User will not take title to any Hardware, (b) User shall not sell, loan, transfer, make available to any third party, pledge or encumber the Hardware in any manner, (c) User shall keep all Hardware in good working condition (except for normal wear and tear), and shall not open or modify the Hardware, (d) to the extent permitted by law, the Hardware is provided by Company AS IS, with all faults, (e) User may only use the Hardware with the Service, and (f) User shall promptly return the Hardware to Company upon request (or upon any termination of this Agreement, or expiration of applicable prescription or use period), and if not promptly returned in good working condition when requested or otherwise due, User shall pay Company the applicable replacement or other Hardware fee therefor as specified by Company (which Company may charge to any payment method provided by User, or invoice User). For the purposes of the following Sections of this agreement, the term “Service” shall also include any applicable Hardware: Sections 1(a), 1(c), 2, 3, 5-7, 9-19.
c. Medical Disclaimer. It is important to the interests of Company and those who use our Services and Hardware that we and they have a shared understanding about the limits of what the Service can do.
i. If you think you or someone else is having a medical emergency, you should call a licensed and qualified health care professional and/or 9-1-1 immediately.
ii. The Service, which is the subject of this Agreement, is not a health care service. In the context of providing the Service, Company is a technology company as opposed to a health care provider. Company’s intent is to never cross the line of becoming (or being perceived as) a health care provider or caregiver based on the Service or our interactions with Users. Your use of the Service, on its own, does not establish a clinician-patient relationship between you and Company or any employee or contractor of Company.
iii. No information provided or made available by Company through the Service should be interpreted as medical advice or guidance or as a substitute for the medical advice or guidance of a health care professional. A health care professional should always be consulted for medical guidance or advice before adopting any course of treatment or on any questions regarding treatment. You should never disregard the medical advice or guidance of a healthcare professional or delay in seeking it because of any information provided or made available by Company through the Service. Company specifically disclaims all responsibility or any liability, loss, or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of any information provided or made available by Company through the Service.
iv. While Company does employ and contract personnel who may be licensed therapists or other medical providers for the purposes of delivering in-person treatment to certain patients, such in-person treatment is offered separately from the Service and, as a result, is not covered by this Agreement.
d. Adult Use. The Service is not directed to individuals under the age of 22, and independent health care providers should not prescribe or recommend the Service or any Hardware to any individual under the age of 22 for any reason. The Service does not knowingly collect personal information from children under the age of 22. If you are under the age of 22, you are not permitted to register as a User, to receive the Service, or to send personal information to Company.
3. Fees and Orders
a. General Payment Terms. The Service, or certain features of the Service, may be available only if certain subscription fees or other fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit a third party to pay certain Fees for your benefit). If you purchase any subscription plan for the Service or certain features of the Service (including certain Hardware), you must pay any applicable Fees. You may contact our designated third-party payment provider if you desire to receive an invoice regarding your applicable Fees for your internal administrative purposes. Unless otherwise agreed, you will provide our designated third-party payment provider with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our payment provider, you are still liable to pay the Fees. Through our payment provider, we retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse or cancel any orders placed through or for the Service, without liability or justification.
b. Subscription Plans. If you purchase a subscription plan, your subscription will continue in effect and renew on a recurring basis, monthly or annually, unless and until you cancel your subscription. If you provide a credit card or other payment method accepted by Company and sign up for a monthly or annual paid subscription through the Service, you are expressly agreeing that our designated third-party payment provider is authorized to charge your payment method for the applicable subscription fee (plus any applicable taxes) on a recurring monthly or annual basis, as applicable. Company reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. If Company makes any such changes you will receive advance notice of these changes. If you purchase a subscription from us with promotional pricing, it will renew at non-promotional pricing unless you cancel your subscription prior to renewal (as may also be explained in more detail at the time of your purchase at the promotion pricing).
c. Cancellation of Auto-Renew Subscription Plans. You must cancel your subscription at least five (5) business days before your next renewal date in order to avoid the next billing (subscription) period. You may cancel your subscription by logging into your account on the Service and cancelling it there (if such functionality is provided therein), or you may send us written notice of cancellation to the MedRhythms office (183 Middle Street, Suite 300, Attn: Subscriptions, Portland, ME 04101) specifying that you would like to cancel your subscription for the Service. If you cancel your subscription, the cancellation will be effective upon your receipt of confirmation from Company of the cancellation.
4. Your Data.
You retain your rights in all information (which may include data, text or other materials) which you input or upload to the Service, including any such information associated with you that is gathered and uploaded or otherwise transmitted to the Service by our mobile app or Hardware (collectively, “Your Data”), subject to the rights granted below and our rights in Our Property as explained below. You hereby generally agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works of, perform, display, use, and otherwise exploit Your Data in connection with operation and promotion of the Service and any other purposes reasonably related to the Service or our business. Further, if you are a Patient, you hereby generally agree to grant us a world-wide, non-exclusive, perpetual, royalty-free license to access, copy, use, and disclose any “Protected Health Information” (as such term is defined under HIPAA) which you provide to Company.
To the extent reasonably necessary or appropriate to effect or support the licenses granted by you above, you hereby waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Data or PHI. Company shall operate the Service in a manner that provides reasonable information security, consistent with generally accepted industry standards, for Your Data and PHI, using appropriate administrative, physical and technical safeguards.
We may use Your Data to help develop and improve our Service and Hardware. You agree that Company may analyze and process Your Data and PHI, and similar information of other Service Users, to create aggregated or anonymized statistics or data that do not identify you or any individual, and Company may during and after the term of this Agreement use and disclose such statistics or data in any manner in its discretion. These aggregated or anonymized statistics or data may be used by Company for any legal purpose, including for improving Company’s services and products or selling such statistics or data to third party commercial entities.
You represent and warrant that you own all proprietary rights in Your Data or, with respect to any of Your Data you do not own, that you have the full authority and right to input and/or upload Your Data, and to grant the licenses and rights you have granted in this Agreement, and that your inputting and/or uploading Your Data, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.
On termination of your account, or this Agreement, we have no obligation to return any of Your Data to you, so you should retain copies of all of Your Data.
5. Our Ownership Rights.
The Service, including all aspects of the MedRhythms websites, platforms, mobile applications, and/or other technology or devices (including Our Property, as defined below), is the property of, and owned by, Company or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations and technology (including applicable Hardware) used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via or relating to, the Service are “Our Property.” For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Data are Our Property. Except as otherwise expressly permitted by this Agreement, any unauthorized or unapproved use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks “MedRhythms” and “InTandem” and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own personal purposes (your “Permitted Purpose”), as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.
6. Use of the Service.
You must comply with any terms of service, rules and policies about use of the Service that we publish from time to time. These terms of service, rules and policies will be available on the Service. Certain features, pages or content within the Service may contain supplemental terms of service, rules, and policies, to which you must agree in order to use the relevant features, pages or content.
Subject to the terms and conditions herein, you are permitted, personally and in your discretion, to use the Service solely for your own Permitted Purpose (as defined above).
You must not (a) create, upload or transmit Your Data if you do not have the right to do so; (b) create, upload or transmit Your Data or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Data; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; or (i) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
Your Data must not: (i) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (ii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iii) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or (iv) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation or other commercial material.
If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, complaints or other submissions related to the Service (collectively “Feedback“), the Feedback will be the sole property of Company. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback. In particular, but not by way of limitation, we will be entitled to provide your Feedback to any federal or state government agency pursuant to any applicable rules or legal reporting requirements. For example, we may report Feedback relating to adverse events, complaints, or issues with the Services to the United States Food and Drug Administration (“FDA”) to the extent required under its electronic Medical Device Reporting rules, which are described on the FDA’s publicly available website here.
8. Warranty; Warranty Disclaimers and Limitations of Liability.
a. WARRANTY AND WARRANTY DISCLAIMERS. FOR FEE-PAYING USERS, COMPANY WARRANTS THAT THE SERVICE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH ITS DOCUMENTATION DURING THE APPLICABLE SUBSCRIPTION TERM; PROVIDED THAT, USER’S SOLE REMEDY AND COMPANY’S SOLE LIABILITY OR OBLIGATION FOR A BREACH OF SUCH WARRANTY SHALL BE THAT COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY SUCH FAILURE IN ACCORDANCE WITH ITS THEN-STANDARD SUPPORT PRACTICES. FOR NON-FEE PAYING USERS, THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION 8, WE DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE AND HARDWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE, OUR PROPERTY OR HARDWARE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE, OUR PROPERTY OR HARDWARE. We may pause or interrupt the Service at any time, and you should expect periodic downtime for updates to the Service. No advice or information, whether oral or written, obtained by you from us or through the Service will create any other warranty.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICE OR THIRD PARTIES.
b. DISCLAIMER OF INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OUR PROPERTY OR HARDWARE, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
c. OVERALL LIABILITY CAP. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OUR PROPERTY OR HARDWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE OR HARDWARE, RESPECTIVELY, IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE AMOUNT OF $10).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9. Cloud Services and Third Party Services.
You acknowledge that the Service is hosted by third party cloud providers, which may change from time to time (the “Cloud Providers”), and that your use of the Service is subject to any applicable restrictions or requirements imposed by the Cloud Providers. In addition, if you are a non-fee paying User, without limitation of the disclaimers and limitations of liability set forth in Section 8, you acknowledge and agree that (a) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (b) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.
You will indemnify and hold us, and our licensors, providers, contractors and agents, harmless against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs and expenses (including attorneys’ fees) (collectively, “Liabilities”) arising out of or relating to your breach of this Agreement or your use of the Service (but excluding any Liabilities to the extent caused by our gross negligence or willful misconduct). We reserve the right to assume the sole control of the defense and settlement of any third party claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Data issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.
12. Suspension and Termination.
You may terminate this Agreement at any time by closing your account and ceasing to use the Service and returning the Hardware. We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our website or mobile applications), for any reason or no reason; provided that, if we terminate this Agreement for convenience (and not, without limitation, for your breach) and you are a fee-paying User, we will refund to you a pro rata portion of your previously paid subscription fee associated with the then-remaining term of your terminated subscription.
If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service (and return any Hardware, in accordance with our instructions), (c) that the license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Data, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages for termination of access to your account.
Sections 1(c), 1(d), 5, 7-10, and 12-20, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
13. Modification of Service and Agreement.
We reserve the right to modify the Service or amend this Agreement at any time. In the event of any such modification or amendment, we will notify registered Users by sending them an email, and further provide general notice to you by posting on our website or mobile application. We encourage you to return to our website and review this Agreement from time to time so you are aware of the most recent amendments. You agree that your continued use of the Service constitutes your ongoing agreement to the as-amended version of the Agreement which is in effect at the time you use the Service. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service.
14. Applicable Law.
You and we each agree that all disputes or other matters arising out of or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the State of Massachusetts, without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising out of or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.
We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other Users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.
YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.
With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts, with respect to any suit, claim or cause of action arising out of or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the Commonwealth of Massachusetts.
17. Force Majeure.
In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.
18. Compliance with Laws.
You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
We are based in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
20. Miscellaneous Provisions.
No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record in the Service or with us will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.