Terms of Use

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NORTH NOTCH VENTURES LLC TERMS OF USE

Last modified: August 15, 2017

THESE TERMS OF USE (AND COMPANY’S PRIVACY POLICY, AS NOTED BELOW) CREATE A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN YOU AND, NORTH NOTCH VENTURES, LLC (“COMPANY”). AS USED HEREIN, “YOU” MEANS A USER OF THE SERVICE, AND IN ADDITION, WHEN THE USER OF THE SERVICE IS A MINOR BETWEEN THE AGES OF 13 AND 21, REGISTERED BY A PARENT AND/OR GUARDIAN, THE TERMS “YOU” AND “YOUR” ALSO INCLUDE SUCH PARENT AND/OR GUARDIAN.  

YOU SHOULD CAREFULLY READ THIS AGREEMENT, AND THE COMPANY PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED INTO, A PART OF, AND GOVERNED BY THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE (AND THAT OF ANY PERSON YOU INVITE OR REGISTER TO USE THE SERVICE) OF THE WEBSITE www.carezare.com AND ANY SUBDOMAINS (COLLECTIVELY, THE “SITE”) AND THE SERVICES, FEATURES, AND INFORMATION AVAILABLE ON THE SITE AND/OR ANY MOBILE APPLICATIONS COMPANY MAY OFFER (TOGETHER WITH THE SITE, ALONG WITH ASSOCIATED AND SUCCESSOR WEBSITES, APPLICATIONS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE “SERVICE”).

The Service generally facilitates the coordination of visits and communication of information among a group of care givers, family members, and friends of a person receiving care.  

As used in this Agreement:

  • A “CareStar” is the person receiving care;
  • A “CareCaptain” is the person (or persons) who administer a CareTeam and with the authorization of the CareStar have the ability to invite individuals to join a CareTeam;
  • A “CareGiver” is a family member, friend, or hired care provider of a CareStar that has been invited by a CareCaptain to join a CareTeam; and
  • A “CareTeam” collectively includes a CareStar and all associated CareCaptains and CareGivers.

BY USING OR ACCESSING THE SERVICE, OR BY INVITING OR REGISTERING ANOTHER PERSON TO USE THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICE OR TO INVITE OR REGISTER ANOTHER PERSON TO USE THE SERVICE. THE SERVICE IS INTENDED FOR INDIVIDUALS AT LEAST 13 YEARS OF AGE. IF YOU ARE UNDER THE AGE OF 13, YOU ARE PROHIBITED FROM USING THE SERVICE. ADDITIONALLY, IF YOU ARE BETWEEN THE AGES OF 13 AND 21, YOU MAY NOT USE THE SERVICE UNLESS YOUR PARENT OR GUARDIAN REGISTERS YOU TO USE THE SERVICE.  

1. Changes to this Agreement

Except with respect to Section 16.4 (Mandatory Arbitration), Company reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms and conditions of this Agreement (including the Privacy Policy, which is incorporated into, a part of, and governed by this Agreement) at any time; provided, however, that Company will use reasonable efforts to provide You with notification of any material changes (as determined in Company’s sole and absolute discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit this page whenever You use the Service to review this Agreement and learn if any terms have changed.  If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with the terms of this Agreement, You must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes Your complete acceptance of any and all such changes.

2. No Endorsement

The Service and the entire contents of the Service (including without limitation, material on the Service’s CareTeam Areas and Public Areas (each, as defined below), and material, comments, posts or other information created by You or created by any other person that You register or invite to use the Service) (the “Content”) is provided for informational purposes only. Any information provided to You by Company as a result of Your participation in the Service is being provided to You solely for Your informational benefit. In creating the Content, including without limitation any comments, scheduling information and/or status updates, Company may rely on third-party sources that Company has not vetted.  Your reliance on the Service or the Content is at Your own risk. Company does not endorse or warranty any facility, institution, service provider or other information that may be referenced on or through the Service.

3. Access to the Service

  1. Subject to Your acceptance of and compliance with this Agreement, Company grants to You a non-exclusive, non-transferable, revocable limited license to use the Service for Your personal non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Content except as specifically allowed in this Agreement.

  2. Company may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Company may also impose limits on certain features or restrict or prohibit Your access to parts or all of the Service at any time, all without notice or liability to You.

  3. You agree to be bound by any application-, tool-, or content-specific rules published within the Service.

  4. You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher.

  5. Your use of the Service is conditioned upon Your compliance with this Agreement and any use of the Service in violation of this Agreement will be regarded as an infringement of Company’s copyrights in and to the Service. Company reserves the right to terminate Your access to the Service without notice if You violate this Agreement or for any reason at Company’s discretion.

  6. Use of the Service by Minors.  Individuals under the age of 13 may not use the Service.  Individuals between the ages of 13 and 21 may not use the Service unless their parent or guardian registers them to use the Service.  In the event that You register a minor between the ages of 13 and 21 to use the Service, You hereby agree to this Agreement on behalf of Yourself and such minor, and You understand and agree that You will be responsible for all uses of the Service by the minor You registered, whether or not such uses were authorized by You.  If You are a parent or guardian registering a minor to use the Service, You hereby represent and warrant that You are the legal parent or guardian of that minor.

  7. Creation of a CareTeam.  If You create a CareTeam for a CareStar, You represent and warrant that You are legally authorized to do so by such CareStar.

 

4. Subscription Fees and Payments

  1. Subscriptions: The Service is offered to You on a subscription basis.  In exchange for a periodic payment from You, You will have access to the Service to which You subscribed for a defined period of time. Unless You notify the Company of Your decision to terminate Your subscription, Your subscription will automatically renew at the end of each subscription term for the same period of time. When Your subscription automatically renews, Your payment method (e.g., a credit card) will be charged the Company’s then-current fees for the applicable subscription on Your designated billing date. In the event that the Company is unable to successfully charge You for Your subscription fees, for example, due to an expired credit card, Your subscription will be terminated effective as of Your designated billing date, unless You provide a new payment method prior to such termination. If Your subscription to the Service is billed through one of the Company’s partners (e.g., mobile carriers, or app stores such as, iTunes or Google Play) (each, a “Partner”), then Your billing date may be determined according to the Partner’s applicable policies. All payments processed by the Company must be made by an approved payment method, such as a credit card, which will be indicated at the time that You provide Your payment method. As between You and the Company, You are responsible for paying any amounts for Service billed to Your payment method by a Partner or third party who had access to Your payment method, whether or not such amounts were authorized by You. You agree to pay all fees and charges incurred in connection with Your account (including any applicable taxes) at the rates in effect when the charges were incurred. If the Company does not receive payment from Your payment method issuer or its agent, You agree to pay all amounts properly due upon demand by the Company.  If You access or subscribe to the Service through a Partner (e.g., iTunes or Google Play), Your direct billing relationship will be with that Partner, not the Company, You should consult the terms of the applicable Partner for additional information about payments, and the Company expressly disclaims any responsibility or liability for the processing of any of these purchases by such Partners.  Your account may be deactivated without notice to You if payment is past due, regardless of the amount of money that You owe. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of Your Service subscription. Unless stated otherwise, prices exclude all applicable taxes.

  2. Free Trials: From time to time, the Company may offer You a free trial period during which You can use the Services for free for a limited period of time (a "Free Trial"), and pursuant to certain additional terms and conditions that will be communicated to You. The Company retains the sole discretion to determine Your eligibility for a Free Trial. Free Trials of the Service may require that You provide the Company or its Partner with a payment method prior to initiating the Free Trial. In such cases, You agree that if You have not cancelled Your subscription prior to the expiration of Your Free Trial, Your registered payment method may be automatically charged and Your subscription will begin on the first day after the expiration of Your Free Trial. If You do cancel Your subscription prior to the expiration of Your Free Trial, Your Free Trial will continue until its designated expiration, but Your registered payment method will not be charged. If Your Free Trial does not require You to provide the Company or its Partner a payment method, then You will lose Your free access to the Service at the expiration of the Free Trial unless You register for a subscription during the Free Trial, in which case, Your payment method will be charged and Your subscription to the Service will begin on the first day following the expiration of Your Free Trial.

  3. Cancelling Service Subscription: If You subscribe to the Service directly through the Company, You may cancel Your Service Subscription at any time by contacting the Company directly, or following the instructions available on the Site or mobile applications made available to You in connection with the Service. If You cancel Your subscription, You will still have access to the Service during any period for which You had previously paid and at which point Your subscription will end, and Your designated payment method will no longer be charged. If You are using the Service without a subscription, You may stop using them at any time. Neither the Company not its Partners will provide You any refund or credit for any payment that You have made for the Service, unless required to do so by applicable law. In certain instances, if You subscribe to the Service through a Partner, You must contact the Partner to cancel Your subscription, as that Partner may have additional terms and conditions that govern Your termination.

  4. No Refunds: All subscription fees paid and charges made prior to termination of Your Service subscription are non-refundable, except as provided herein. Termination of Your subscription shall not relieve You of any obligations to pay accrued and outstanding charges.

  5. Ownership of Intellectual Property:

    1. Unless otherwise specified in writing, all materials that are part of the Service are owned, controlled, or licensed by Company and its licensors and are protected by law from unauthorized use. The entire contents of the Service are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Company, and any Company logos, are trademarks of Company and may not be used without the express written permission of Company.

    2. You do not acquire any ownership rights by using the Service, or downloading material from or uploading material to the Service.

    3. You agree not to copy, redistribute, publish or otherwise exploit material from the Service, except as expressly permitted herein, without the express prior written permission of the Company.

    4. You hereby assign to Company all rights in and to any comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Company in connection with Your use of the Service, including without limitation by email and/or text (SMS) to Company (collectively, “Submissions”) and You agree that the Submissions will be the exclusive property of Company, and in confirmation thereof You agree that, unless otherwise prohibited by law, Company may use, sell, exploit and disclose the Submissions in any manner, without restriction and without compensation to You. You represent and warrant that any Submissions are Your original creations, that You have all rights to the Submissions, and that the Submissions do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights or privacy or publicity. You agree that the provisions in this Section 5 will survive any termination of Your account(s), the Service, or this Agreement.

    5. You agree to include, and to not remove or alter, Company’s trademark, copyright or other proprietary rights notices, as provided by Company on or in connection with the Service, when using or sharing content, or otherwise using the Service, and You agree to comply with usage guidelines that may be provided by Company from time to time. You agree that all goodwill that arises in connection with Your use of Company’s trademarks inures exclusively to Company, and You agree not to challenge Company’s ownership or control of any Company trademarks, nor use or adopt any trademarks that might be confusingly similar to such Company trademarks.

6. No Support

Company is not required to provide any support for the Services. However, Company may elect to provide an e-mail address for You to send any questions and/or comments regarding the Services.

7. CareTeam Areas and Public Areas 

The Service features various community areas where members of a respective CareTeam can post and share information (the "CareTeam Areas"), including information and photos related to Care Star visits. The Service also may feature various community areas and other public forums, including but not limited to public calendars, forums, or blogs (the “Public Areas”).  If You use a CareTeam Area and/or a Public Area of the Service, You are solely responsible for Your own Submissions, the consequences of posting Your Submissions, and Your reliance on any information in the CareTeam Areas or Public Areas or other areas of the Service.  In the event that You feel threatened or believe that someone else is in danger, You should contact Your local law enforcement agency immediately.  Any information You share, including without limitation any Submissions and discussions with others, in any online CareTeam and/or Public Area may be open to other users of the Service or, in certain instances, the public and is not private.  The Company reserves the right to, but shall not be obligated to, record any dialogue or exchanges in the CareTeam and/or Public Areas of the Service.  The Company shall have no responsibility for any actions taken, or failures to take action, with respect to the CareTeam and/or Public Areas of the Service or any Submissions.

8. Passwords

Company has several tools that allow You to record and store information in Your account. You are responsible for all actions on the Service by You or under Your Service password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to Your Service password or account. Without limiting the foregoing, it is Your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of Your Service account and password; and (3) promptly inform Company of any need to deactivate a password. You grant Company and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in Your account in connection with the operation of the Service.

9. Usage Rules

  1. As a condition of Your use of and access to the Service, You agree to comply with any application-specific or content-specific rules published within the Service as well as the following usage rules, which Company may modify or supplement in its discretion from time to time (with notice to You of material changes, per Section 1). You agree that Your activities on the Service will not:

    1. Copy or adapt the Service’s software including but not limited to Flash, PHP, HTML, Java, CSS, JavaScript or other code

    2. Reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service

    3. Use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software

    4. Distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program

    5. Cover or obscure any notice, legend, warning, banner or advertisement contained on the Service

    6. Interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service

    7. Sell the Service or any part thereof in exchange for currency or items of monetary value

    8. Violate any applicable law, including without limitation any applicable export laws;

    9. Harvest or otherwise collect information about others, including email addresses, without their identification for posting or viewing Submissions

    10. Infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity

    11. Be obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or cause embarrassment to any other person as determined by Company in its sole discretion

    12. Further any chain letters or pyramid schemes

    13. Deliberately mislead anyone as to Your identity, impersonate another, or falsely identify the source of any Submissions

    14. Allow another person or entity to use Your identity in order to access the Service or post or view Submissions

    15. Post the same Submission more than once, transmit unsolicited messages, or engage in “spam”

    16. Engage in conduct deemed by Company to be in conflict with the spirit or intent of the Service, including without limitation, by disrupting the flow of dialogue in a CareTeam Area and/or Public Area (each, as defined above), posting comments that are not related to the topic being discussed, restricting any other user from using or enjoying the Service, or exposing Company or another to any liability or detriment of any kind

    17. Engage in cheating or any other activity deemed by Company to be in conflict with the spirit or intent of the Service

    18. Scrape or crawl the information or data on the Service

10. Privacy and Protection of Personal Information

Company respects the privacy of visitors to and users of the Service. Information collected from You by Company is subject to the Company’s Privacy Policy. Please see the Company Privacy Policy at https://carezare.com/privacy/ for more information on the collection and use of Your information. You acknowledge and agree that the Company Privacy Policy, including, but not limited to, the manner in which Company collects, uses and discloses Your personally identifiable information and non-personally identifiable information, is incorporated into, made a part of, and governed by this Agreement. By accepting this Agreement, You agree to all of the terms of the Company Privacy Policy. You further agree to comply with all applicable laws with respect to all information You may receive from Company.

11. Child Online Protection Act Notification

Pursuant to 47 U.S.C. § 230(d) as amended, Company hereby notifies You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying providers of such protection is available on the websites StaySafeOnline (http://staysafeonline.org/stay-safe-online/), GetNetWise (http://kids.getnetwise.org/), and OnGuardOnline (http://www.onguardonline.com/). Please note that Company is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites.

12. Disclaimers; Limitations; Waivers of Liability

  1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.

  2. THE COMPANY PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY.

  3. THE COMPANY PARTIES DO NOT ENDORSE OR WARRANTY ANY FACILITY, INSTITUTION OR SERVICE PROVIDER OR OTHER INFORMATION THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SERVICE HEREUNDER IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY. THE COMPANY PARTIES HAVE NO RESPONSIBILITY FOR OR INVOLVEMENT WITH ANY USER-INSTITUTION, USER-FACILITY, USER-SERVICE PROVIDER OR USER-USER RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN A USER OF THE SERVICE AND ANY FACILITY, INSTITUTION OR SERVICE PROVIDER THROUGH THE SERVICE.
  4. THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE COMPANY PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT COMPANY IS LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE COMPANY PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT YOU HAVE PAID COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.  FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
  5. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
  6. COMPANY DOES NOT PROVIDE MEDICAL ADVICE NOR DOES THE SERVICE CONSTITUTE THE PRACTICE OF MEDICINE, NURSING, OR ANY OTHER HEALTHCARE PROFESSION. COMPANY DOES NOT, NOR CAN THE SERVICE BE USED TO DIAGNOSE OR TREAT MEDICAL CONDITIONS OR TO TRANSMIT ORDERS, NOR DOES COMPANY OR THE SERVICE HAVE ANY CONNECTION TO THE PROVISION OF HEALTHCARE OR MEDICINE.  ANY INFORMATION PROVIDED TO YOU AS A RESULT OF YOUR USE OF THE SERVICE, INCLUDING ANY INFORMATION PROVIDED TO YOU BY MEMBERS OF YOUR CARETEAM USING THE SERVICE, IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATIONAL BENEFIT.  ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING ANY MEDICAL CONDITION THAT YOU OR MEMBERS OF YOUR CARETEAM MAY HAVE. SHOULD ANY UNEXPECTED MEDICAL EVENT OCCUR WHILE YOU OR OTHER MEMBERS OF YOUR CARETEAM ARE USING OR ACCESSING THE SERVICE, IMMEDIATELY CALL YOUR DOCTOR OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER OR IMMEDIATELY PROCEED TO YOUR LOCAL EMERGENCY ROOM.
  7. Release:

You forever release, discharge, and covenant not to sue the Company Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Company Parties, or otherwise, in connection with Your use of the Service or Your interaction with any user or third party through or as a result of the Service. In other words, You agree that You cannot sue the Company Parties if anything happens to You or Your property in connection with Your use of the Service or Your interaction with any user or third party through or as a result of the Service.  You agree that the provisions in this Section 12 will survive any termination of Your account, the Service, or this Agreement.

13. Indemnification

You agree to defend, indemnify and hold harmless the Company Parties from and against all liability, claims, actions and expenses, including attorneys’ fees and costs, arising out of Your use of the Service and/or Your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of Your account(s) the Service, or this Agreement.

14. Objectionable Content/Copyright Takedown

If You believe that Your rights have been violated by, or You otherwise object to, any posting, content or information on the Service, please contact Company promptly so Company can evaluate the claim and take appropriate action.

15. Third Party Sites and Products

The Services may include links to third-party sites or services, or information about third-party products or services. You should review the terms of use and privacy policies of all sites and services You link to from or are referred to by the Service. Company does not endorse or take responsibility for these third party offerings. Company does not vet or take responsibility for third-party sites, services or products or the postings or communications of other users.

16. Governing Law/Waiver of Injunctive Relief

  1. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions) regardless of Your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.

  2. You acknowledge that the rights granted and obligations made hereunder to Company are of a unique and irreplaceable nature, the loss of which will irreparably harm Company and which cannot be replaced by monetary damages alone so that Company will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by You. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit Your claims to claims for monetary damages (if any).

  3. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), You and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send Your notice North Notch Ventures LLC, Attn: Legal Affairs, 1661 Massachusetts Avenue #624, Lexington, MA 02420.

  4. Mandatory Arbitration. If You and Company are unable to resolve a Dispute through informal negotiations within thirty (30) days, either You or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and Your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

  5. Notwithstanding the above, You and Company agree that arbitration will be limited to the Dispute between Company and You individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

  6. You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Your or of Company’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

17. Waiver/Severability

  1. The failure of Company to require or enforce strict performance by You of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Company’s right to assert or rely upon any such provision or right in that or any other instance.

  2. You and Company agree that if any portion of this Agreement, except any portion of Section 16.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 16.4 is found to be illegal or unenforceable then neither You nor Company will elect to arbitrate any Dispute falling within that portion of Section 16.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Boston, Massachusetts, and You and Company agree to submit to the personal jurisdiction of that court.

18. Network Access and Devices

You are responsible for obtaining the data network access that may be necessary to use or access the Service.  Your mobile network’s data and messaging rates and fees may apply if the Service is accessed or used from a wireless-enabled device.  You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service.  Company does not guarantee that the Service, inclusive of the Sites and Applications or any portions thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

19. SMS Messages

You hereby acknowledge and agree that the Service may send You informational text (SMS) messages as part of the normal business operation of Your use of the Service. You may opt-out of receiving text (SMS) messages from Company at any time by texting the word STOP from the mobile device receiving the messages to the number from which messages were sent; provided, however, that You hereby acknowledge that opting out of receiving text (SMS) messages may limit or interfere with certain functionality of the Service.

20. Miscellaneous.

Company operates and controls the Service from its offices in the United States. Company makes no representation that the Service is appropriate or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service and/or Company. The privileges granted to You under this Agreement will terminate immediately and automatically without notice from Company if, in Company’s sole discretion, You fail to comply with any term or provision of this Agreement, or for any reason in Company’s sole discretion.  Following the termination of this Agreement, Your account, or the Service, Company shall retain all rights to the Submissions pursuant to this Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.  Company may assign this Agreement to any party at any time without any notice to You.  You may not assign this Agreement without Company’s prior written consent. This Agreement (including the Company Privacy Policy) contains the entire understanding of You and Company, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by You. The section headings used in this Agreement are for convenience only and will not be given any legal import. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses You may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

21. Statute of Limitations

You and Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within one (1) year after such claim or cause of action arose or will be forever barred.