Terms & Conditions
1 GENERAL INFORMATION
1.1 INEXUS HEALTH PRODUCTS
These Terms & Conditions (these "Terms") contain the terms and conditions on which we supply content, products or services listed on www.inexushealth.com (the “Website”), through our applications (the “Apps”), chatbots (the "Chatbots"), or via other delivery methods to you (the Website, the Apps and the Chatbots and such content, products, services are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Inexus Health). Please read these terms and conditions, carefully before ordering any Products from the Website or third party App stores (e.g. the Apple App Store, the Android Play Store, Amazon, etc.). The terms “Inexus Health”, "Miss Orange", “us” or “we” refers to Inexus Health, Inc. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones, smart speakers and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of or other access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.
Our contact email address is email@example.com. All correspondence to Inexus Health including any queries you may have regarding your use of the Products or these Terms should be sent to our contact email address.
1.2 BASIS OF SALE
(a) These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be notified by us that you are required to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to such Products in which you choose to use, those additional terms are hereby incorporated into these Terms.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Inexus Health.
(c) AS PART OF YOUR USE OF THE PRODUCTS, YOU AFFIRMATIVELY CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION IN THE UNITED STATES FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS. BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT THE UNITED STATES MAY NOT HAVE THE SAME LEVEL OF PROTECTIONS FOR YOUR PERSONAL INFORMATION THAT EXIST IN YOUR COUNTRY OF RESIDENCE, AND YOU NONETHELESS CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES. WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE LAW REGARDING THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.
1.3 CHANGES TO TERMS
We have the right to revise and amend these Terms from time to time without notice to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. Your continued use of the Products after such changes are made conclusively demonstrates your acceptance of such changes. If your purchase of the Products is on-going, we will give you prior notice of any changes to these Terms and you may elect to cancel the Products without penalty before the changed Terms affect you.
2. MEMBERSHIPS AND SUBSCRIPTIONS
2.1 BECOMING A MEMBER
(a) You may sign up as a registered/enrolled user of the Products free of charge (a “Member”) or into a paid or reimbursed program.. To become a Member you need to go to the relevant section of the Products, then submit your email address and/or cellular phone number to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device.
(c) By placing an Order through the Products, you warrant that:
(i) You are legally capable of entering into binding contracts;
(ii) You are at least 13 years old and if younger than 18 years old, that your placement of an Order is done so with the consent of your parents, guardians, authorized school officials, or counselors;
(iii) All registration information you submit is truthful and accurate;
(iv) You will maintain the accuracy of such information; and
(v) Your use of the Products does not violate any applicable law or regulation.
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information. Inexus Health will only use member contact information provided to us explicitly and only for the purpose of registration/enrollment in Inexus Health, engagement with the program, re-engagement, and informational notices. In the course of registration/enrollment and engagement, your e-mail, mobile number, and other information may be collected and used for the aforementioned purposes.
2.3 USE OF PRODUCTS BY MINORS
Individuals between the ages of 13 and 18 or the age of majority in their jurisdiction of residence ("Minors") may use the Products with the guidance and support of their parents, guardians, authorized school officials, or other qualified adults. If you are a parent or guardian and you allow your Minor to use the Products, you agree to be bound by the Minor's use of the Products and by these Terms. Children under the age of 13 are not permitted to use the Products. If you are under the age of 13, please do not attempt to access or use the Products.
As a Inexus Health Member you will receive access to certain sections, features and functions of the Products that are not available to non-members.
By agreeing to become a Member you opt-in to receiving occasional special offer, marketing, survey and Product based communications via email, sms or telephone. By accepting this Policy, I hereby give my consent for Inexus Health to communicate with me through these methods and I understand that these communications may involve the use and disclosure of protected health information (“PHI”) about me. I further understand that I may change my communication preferences with Inexus Health at any time. Inexus Health memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
(a) Inexus Health account holders may access the Products in two ways:
(i) Free Digital Health Assistant: a free-of-charge service.
(ii) Paid Subscription: a subscription fee-based service which gives access to all content and additional human coach support beyond the Free Digital Health Assistant. You can become a subscriber to the Subscription Program by purchasing a subscription to the Products from the Website, within the Apps, where allowed by the App marketplace partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds.
(b) Inexus Health offers monthly and annual subscription options. A month constitutes 30 calendar days, a year constitutes 365 calendar.
(c) Our “Monthly” subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that Inexus Health is authorized to charge the same credit card or other payment method (the “Payment Method”) as was used for the initial subscription fee in the amount of the current monthly subscription fee as of the time of renewal. The monthly renewal subscription fees will continue to be billed to the Payment Method you provided, automatically until cancelled. You must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
(d) Our “Yearly” subscription is paid for by an upfront one-off payment with automatic annual renewals. You acknowledge and agree that Inexus Health is authorized to charge the Payment Method used for (i ) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the renewal subscription fee(s) at the non-discounted rate in effect at the time of any such renewal. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
(e) You may discontinue auto-renewals of your subscription at any time by logging into your account on our Website or Apps, or by emailing firstname.lastname@example.org.
(f) You agree to promptly notify Inexus Health of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
(g) Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and assign you with an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. Prices in US Dollars and Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Inexus Health for commercial purposes.
2.5 DEVICE REQUIREMENTS
To enjoy Inexus Health via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and the Google, Apple and Amazon App marketplaces.
“Gift Subscriptions” are pre-paid memberships to the Products. A person who purchases the gift is referred to in these terms as the “Giftor”. A person who receives and redeems a Gift Subscription to the Products is referred to in these terms as the “Recipient”. Gift subscriptions are paid for as a one-off upfront payment. Once bought, the Giftor will receive an Order confirmation and receipt. The Inexus Health gift subscription will be sent to the Recipient on the Giftor’s specified date. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription through the Apple iTunes Store or our iPhone application, or the Google Play Store or our Android application. We will automatically bill the Payment Method you provided for any purchased Gift Subscriptions at the time of purchase, not delivery. There are no refunds or other credits for Gift Subscription that are not redeemed. Inexus Health will notify the Recipient prior to the end of the Gift Subscription that the gift period is about to expire. Inexus Health is not responsible if a Gift Subscription is lost, stolen or used without permission.
2.7 CORPORATE AND OTHER CONSUMER COMMUNITIES
While Inexus Health is a consumer products company, there is increasing interest by large consumer communities (corporations, universities, hospitals, etc.) (“Communities”) to introduce the Products to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions. In such event, these Community terms and conditions shall also apply to your use of the Products. In the event of any conflict with such additional terms and these Terms, these Terms shall prevail.
2.8 CHANGING FEES AND CHARGES
We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you
3 CANCELLATION OF SERVICES
3.1 CANCELLATION BY YOU
You may cancel a Monthly subscription at any time. Cancellation is effective at the end of the applicable monthly period. Please make any such cancellation through your account settings.
You may cancel our Yearly subscription plans within the 7 day money back guarantee offer, which entitles you to cancel your subscription and have the full cost refunded to you up to 7 calendar days from your first date of payment. No such refunds will apply to subsequent automatic renewals of the Yearly and Two Year subscriptions or subscriptions purchased through the Apple iTunes Store or our iPhone application, or the Google Play Store or our Android application.
Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may cancel automatic renewal of paid In Apps Subscriptions by selecting Manage Apps Subscriptions in your iTunes Account settings and selecting the subscription you want to modify.
3.2 CANCELLATION BY US
We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content and coaching or education materials from the Products.
3.3 PROMOTION AND DISCOUNT CODES
Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. No promotion code or discount will apply to corporate or other Community subscriptions. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the rate in effect at the time of renewal for the type of subscription purchased.
4 PROHIBITED USE OF THE PRODUCTS
You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Website or the other Products or to violate any of the procedures, policies or regulations of networks connected to the Website or the other Products. You may not access the Website or the other Products in an unauthorized manner.
You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.
By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.
You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Inexus Health.
5 MATERIALS OFFERED THROUGH THE PRODUCTS
All materials (including software and content whether downloaded or not) contained in the Products are owned by Inexus Health (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.
You acknowledge and agree that certain materials in the Products are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within these Terms against you.
Audio or video content from the Inexus Health not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.
The Products are not intended for commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.
A limited amount of content will be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by Inexus Health through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), Inexus Health grants you a limited right to download, reproduce and distribute such content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain clear GIFs, cookies or other trackers that enable us to collect information with respect to the distribution and consumption of such content.
You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Inexus Health will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
Inexus Health, the Inexus Health logo, Miss Orange, the Miss Orange logo, Ms. Orange, the Ms. Orange logo, Mrs. Orange, the Mrs. Orange log, Mr. Orange, the Mr. Orange logo, and all other Inexus Health product or service marks are trademarks of Inexus Health. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material.
Your misuse of the trademarks displayed on the Products is strictly prohibited. Inexus Health will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
6 AVAILABILITY OF PRODUCTS
Although we aim to offer you the best service possible, we make no promise that the Prodcuts will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at email@example.com and we will review your complaint and, where we determine it is appropriate to do so, correct the fault as soon as we reasonably can. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for any period of time.
Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order via our email firstname.lastname@example.org.
7 USER MATERIAL
The Products may let you submit material to us: for example, you can upload a photo to your profile, post subjects and comments in the community and comment on various matters in various parts of the Products. You may be able to upload video, images or sounds. In these Terms, we use the term “User Material” to refer to any material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information you provide when you register as a Member or when you subsequently change that information.
This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. We disclaim all liability in connection with User Material to the extent permitted by law.
We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice.
We may link User Material or parts of User Material to other material, including material submitted by other users or created by Inexus Health or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories and to use those in the Products or to promote, market or advertise Inexus Health.
Each time you submit User Material to us, you represent and warrant to us as follows:
You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trade mark), privacy or publicity rights, rights of confidentiality or rights under contract.
Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give Inexus Health to civil liability, violate any law, or is otherwise deemed inappropriate.
Your User Material does not advertise any product or service or solicit any business.
Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person's consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.
You will not collect usernames and/or email addresses of users for the purpose of sending unsolicited email.
You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.
You will not engage in any automated use of the system, such as using scripts to alter our content.
You will not access, tamper with, or use non-public areas of the Products, Inexus Health’s computer systems, or the technical delivery systems of Inexus Health’s providers.
You will not attempt to probe, scan, or test the vulnerability of the Products or any other Inexus Health's system or network or breach any security or authentication measures.
We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
Any inquiries, feedback, suggestions, ideas, or other information or User Material that you provide to us (collectively, "Submissions") will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Inexus Health an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Inexus Health has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Inexus Health and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
8 LINKS TO WEBSITES/HOME PAGE
We may provide links to other websites, Apps, Chatbots or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites, Apps, Chatbots or services. We are not responsible in any way for:(a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other Apps, Chatbots or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites, Apps, Chatbots, or services.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website, Apps, Chatbots or services that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Inexus Health. We reserve the right to withdraw linking permission with written notice. The website, Apps, Chatbots or services from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material in the Products other than that set out above, please address your request to email@example.com.
9 PRODUCTS DISCLAIMER
The information contained on the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
10 MEDICAL DISCLAIMER
Inexus Health is a provider of online and mobile subscriptions for health and behavioral health coaching and education content in the health & wellness space. We are not medical device, nor do we provide medical advice. While there is third party evidence that coaching can assist in the prevention and recovery process for a wide array of illnesses, Inexus Health makes no claims or guarantees that this will be the case by using the Products. Any user experiencing serious medical issues or needing medical advice should consult their doctor.
Any health information and links in the Products, whether provided by Inexus Health or by contract from outside providers, is provided simply for your convenience.
Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your personal circumstances. The advice and other materials are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any actions taken due to your having read or been told about such advice or other materials. In particular, to the fullest extent permitted by law, we give no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published in the Products.
11 END USER LICENSE
Subject to the terms of this License Agreement, and these other Terms, and your payment of applicable subscription fees, Inexus Health grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products.
The Products contain or embody copyright material, proprietary material or other intellectual property of Inexus Health or its licensors. All right, title and ownership in the Products remains with Inexus Health or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in it other than to use it in accordance with this License Agreement and our other Terms.
You agree that you will not and you will not assist or permit any third party to:
Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products;
Use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
Rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part;
Tamper with the Products or circumvent any technology used by Inexus Health or its licensors to protect any content accessible through the Products;
Circumvent any territorial restrictions applied to the Products; or
Use the Products in a way that violates this License Agreement or the other Terms.
You may not make the Products available to the public.
The Products made available (in whole or in part) are owned by Inexus Health or its licensors and your use of them must be in accordance with these Terms.
12 DISPUTE RESOLUTION
(a) Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
(b) Agreement to Arbitrate
You and Inexus Health 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 Products or Content (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”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Inexus Health 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 Inexus Health 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.
(c) Arbitration Rules
The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. 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 https://www.adr.org/active-rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
(d) Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. 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.
(e) Arbitration Location and Procedure
Unless you and Inexus Health 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 Inexus Health 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.
(f) Arbitrator’s Decision
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. Inexus Health will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Inexus Health. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Inexus Health for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Inexus Health changes 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 firstname.lastname@example.org within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Inexus Health’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Inexus Health 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).
13 GENERAL TERMS AND CONDITIONS
13.2 ASSIGNMENT BY US
Inexus Health may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
13.3 INDEMNITY BY YOU
You agree to defend, indemnify and hold Inexus Health and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Products, your placement or transmission of any message, content, information, software, or other submissions through the Products, or your breach or violation of the law or of these Terms. Inexus Health reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Inexus Health defense of such claim.
13.4 WARRANTIES AND LIMITATIONS
(a) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
(b) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.
(c) Nothing in this sections 13.4 or otherwise in these Terms shall exclude or in any way limit Inexus Health’s liability for: fraud; or death or personal injury caused by its negligence; or liability to the extent the same may not be excluded or limited as a matter of law.
(d) The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to it, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties.
(e) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
13.5 APPLICABLE LAW
Your use of the Products is governed by these Terms and these Terms shall be construed and enforced in accordance with the laws of the State of California, United States. Disputes arising from or in connection with your use of the Products we provide are subject to the non-exclusive jurisdiction of the US and state courts located in the State of California.
We make no representations that the Products are appropriate or available for use outside of the United States. If you access the Products from any other jurisdiction you do so out of your own volition and you are responsible for compliance with the applicable laws.
13.6 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
13.7 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: i) any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
13.9 ELECTRONIC COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
Unless otherwise specifically indicated, all notices given by you to us must be given to Inexus Health at email@example.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.9 above. Notice will be deemed received and properly served immediately when posted in the Products or when an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
13.12 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
13.13 THIRD PARTY RIGHTS
A person who is not party to these Terms will not, subject to Digital Millennium Copyright Act (DMCA), have any rights under or in connection with these Terms.
13.14 OUR LIABILITY
We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, we will be liable to you only for the purchase price of the Products in question. In addition, we will not be liable for:
(i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).
(ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.
(iii) Any use of websites, Apps, Chatbots or other services linked to the Products but operated by third parties.
These Terms are effective and were last updated on March 4, 2019.