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Terms of Service

Qolty Terms of Service

This document is legally binding, so you should read it in its entirety. Essentially, by using this app you agree to the following:

– Qolty can collect data from you. This includes biosensor data, answers to health related questions, and manually entered data like symptoms.

– We can summarize and de-identify the data we collect from you, so we can build a better and more helpful product. You own your identifiable personal data, but we own the anonymized or de-identified version of it.

– We can share the information we get from you with your healthcare provider (if you’ve specified one) or anyone else you’ve chosen to receive this information. Choosing the Qolty teleservices (“TS”) shall be deemed your authorization to share such information with a TS provider and/or as otherwise set forth in this Terms of Use.

– You understand and confirm that Qolty is not a licensed medical provider and does not provide medical care or emergency services, unless you choose a licensed TS provider as described below. Qolty owns this app and you have a license to use it in accordance with this Terms of Use. You must also comply with this Terms of Use regarding the TS.

– By using the TS, you give informed consent to Qolty providing you with the selected teleservices. Depending on the TS you selected, such consent involves your authorization for the selected services, including the use of certain information and records for delivering the selected service and compliance with applicable law. THIS IS VERY IMPORTANT, AS IT AFFECTS YOUR RIGHTS AND RESPONSIBILITIES UNDER CERTAIN SELECTED TELESERVICES. PLEASE READ BELOW.

IF YOU ACCESS AND/OR USE THE Qolty SOFTWARE OR ANY INCLUDED DOCUMENTATION (together the “Software”) OR ANY Qolty TELESERVICES (the “TS”), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE (the “Agreement”), AND AGREE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Qolty, INC. (“Qolty”). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT INSTALLING OR USING THE SOFTWARE (AND THEN UNINSTALLING THE SOFTWARE). References in this Agreement to “you” or “your” refer to both you and any person or entity on whose behalf you act, if any.

YOU AGREE THAT THE SOFTWARE IS NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.

1.a. Grant of License. Subject to the terms and conditions of this Agreement, Qolty hereby grants to you a personal, non-transferable, non-exclusive, revocable, royalty-free, limited license to install and use the Software on your mobile device for the purposes of inputting responses to surveys and/or participating in a study, program, treatment or services from a designated third-party or a TS provider (collectively, the “Institutional Client”) and/or tracking and analyzing your mobile interactions for purposes of monitoring, predicting, and/or reporting certain health-related factors to such Institutional Client and/or to you and/or your doctor/healthcare provider and/or to a third party you have authorized to receive it.

1.b. Teleservices. Subject to the terms and conditions of this Agreement, and as selected or used by you, Qolty hereby provides the following TS:

  1. tele-coaching, which uses unlicensed personnel with graduate degrees to coach/help you clarify and understand the problem or need for change/improvement; this TS is NOT INTENDED TO, NOR DOES, PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT.
  2. tele-therapy, which uses licensed therapists to provide clinical counseling and/or psychotherapy to address mental, psychological, behavioral or emotional issues/conditions.

iii. tele-psychiatry, which uses licensed medical doctors specializing in psychiatry to address psychological, physical, mental, behavioral or emotional conditions.

Please note that Qolty may use social workers, nurse practitioners, or other licensed personnel to provide call-based services/teleservices as part of the TS, including without limitation medical referral or emergency call-based services.

1.c. Qolty may change or discontinue, temporarily or permanently, any feature or component of the Software and/or TS at any time without notice.

1.d. By your use of the TS, you hereby give consent to such services being provided to you.

2.a. Software Use Restrictions. You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey or transfer the Software or any portion or use thereof to anyone, and under no circumstance may you use or allow the use of the Software in any manner other than as expressly set forth above. You shall not modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice(s) included on or embedded in any part of the Software. You shall not use the Software in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable local law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer any portion of the Software. If you dispose of any media embodying Software, you will ensure that you have completely erased or otherwise destroyed any Software stored on such media. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN ACCORDANCE WITH ALL APPLICABLE INTERNATIONAL, FEDERAL, STATE AND LOCAL LAWS. The Software is available for individuals 13 years or older. If you are 13 years or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. You represent that you are using the Software for its intended purpose. If you are registering or using the Software on behalf of a company, healthcare institution or provider, or other organization, you represent that you have authority to enter into this Terms of Use and may bind such company, healthcare institution or provider or other organization hereunder by your actions.

2.b. TS Use Restrictions. You shall refrain from any abusive, dangerous, or threatening behavior when using the TS. You shall not violate any laws in using the TS. Qolty reserves the right to immediately terminate your access to or use of the TS if, in Qolty’s sole discretion, such behavior is exhibited or you violate or attempt to violate any laws or breach this Agreement. Qolty has the right to contact emergency services to the extent Qolty, in its sole discretion, believes that you pose an imminent threat of harm to yourself, to property or to another person.

  1. Copying Restrictions.You may copy the Software onto your mobile device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Qolty on any media embodying an authorized copy of the Software originally provided by Qolty. Except as expressly described in this paragraph, you are not permitted to copy the Software.
  2. Disclosure Restrictions.You acknowledge that the Software, including the source code for the Software and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of, Qolty. If you should gain access to such materials, you shall not disclose them to anyone.
  3. Ownership of Software.You agree and acknowledge that (i) the Software is licensed to you, not sold, and Qolty transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, (ii) that Qolty and its licensors reserve all rights not expressly granted to you hereunder, (iii) Qolty or its licensors own the Software (including, but not by way of limitation, any code, images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software), (iv) subject to your privacy rights in any personally identifying information, Qolty owns the data collected via the Software and has the right to use such data in accordance with the privacy policy available at www.Qolty.com/privacy-policy, as may be amended from time to time in Qolty’s sole discretion (the “Privacy Policy”), and (v) the Software is protected by law, including without limitation the United States copyright law and international treaties relating to protection of copyright. The Software includes, and this Agreement will cover, any versions, updates, upgrades or bug fixes for the Software provided to you.
  4. User Data.(a) After installation, personal information and health information provided by you to surveys and/or a study or program conducted by Institutional Client via the Software (the “User Survey Data”) and data related to your mobile interactions which is collected using the Software (the “User Interaction Data”) will be uploaded to Qolty’s servers (collectively “Unprocessed User Data”). Such Unprocessed User Data includes, but is not limited to your submissions to surveys (and/or a study or program) and health questionnaires, biosensor data, distributions and variations in communication, mobility, interactions with others, phone usage, inferred health status for specific conditions, and alerts, location samples, accelerometer samples, smartphone actions, and smartphone screen-time related to, or resulting from, your use of the Software. (b) Subject to your privacy rights in such information, you transfer ownership of all Unprocessed User Data to Qolty. (c) You agree that User Survey Data may be provided to Institutional Client. (d) Subject to the Privacy Policy, you agree that Qolty may use Unprocessed User Data for the purposes of carrying out Qolty’s obligations and rights hereunder, including without limitation the use of Unprocessed User Data for analyzing, monitoring, predicting, and/or reporting certain health-related factors, and generating statistical information, summaries and/or reports thereof. (e) Subject to applicable law, you agree not to assert any claim, whether based on tort, contract, or other legal theory, against Qolty or its sublicensees relating to Qolty’s or its sublicensees’ use of the Unprocessed User Data in accordance with the Privacy Policy, and you hereby release Qolty and its sublicensees from any such claims.
  5. Privacy Terms and Communication.(a) Qolty’s policy is to respect and protect your privacy. Qolty uses any personally identifiable information solely for the business purposes for which it was collected, in accordance with the Privacy Policy. (b) You acknowledge and agree that Qolty and/or the Institutional Client may use your personally identifying information for the applicable study or program deployment, surveys and/or your care by the Institutional Client and/or healthcare provider. Subject to applicable law, Qolty will use commercially reasonable efforts to remove your personally identifying information and Unprocessed User Data from Qolty’s servers upon your written request; provided however, we only have the ability to remove such data from our own servers and not those of the Institutional Client or your healthcare provider. (c) In accordance with the Privacy Policy, Qolty has the right to maintain, use and share the data/information collected by the Software in anonymized or de-identified form at any time (including following such request, or following the termination of this Agreement). (d) Before installing or using the Software, you should carefully review the Privacy Policy, which is incorporated herein by reference. (e) Your installation or use of the Software or TS shall be deemed your acceptance of the Privacy Policy, as it may be amended from time to time. (f) Email and text messaging allows healthcare providers to exchange information efficiently for the benefit of users/patients. At the same time, we recognize that email and text messaging are not a completely secure means of communication because these messages can be addressed to the wrong person or accessed improperly while in storage or during transmission. Your use of the TS or the Software means that you agree and consent to the use of email and/or text messaging as an acceptable form of communication. Also, we reserve the right to use third parties to provide or support our Software and/or TS. These third parties are used to provide a more efficient service to users/patients. Such third parties have their own policies and procedures around information security. Your use of the TS or the Software means that you agree and consent to the security and privacy policies of such third parties.
  6. Login Information and Access.Qolty may issue to you, or prompt you to provide, a username/password for login to download, access and use the Software. Qolty will protect as confidential any personally identifying information that you may provide to complete the applicable online forms to establish your username/password or account with Qolty (“Account Data”), which Account Data shall continue to be owned by you. You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. Qolty reserves the right to authenticate any information you provide. You shall be responsible for all use and access of the Software by means of usernames/passwords issued to you. You will notify Qolty promptly of any unauthorized use of your username/password or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. Qolty cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party’s fraudulent use or misuse of information submitted by you.
  7. Feedback.Qolty may ask for your feedback regarding your use and evaluation of the Software, including, without limitation, any problems encountered in the Software or TS (the “Evaluation Data”). If such Evaluation Data is provided to Qolty, it will be deemed and remain the sole property of Qolty, and will not be subject to any obligation of confidence on the part of Qolty. Additionally, Qolty shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to Qolty any and all intellectual property rights you may have in and to the Evaluation Data and agree to cooperate with Qolty to perfect Qolty’s sole and exclusive ownership in and title to the Evaluation Data. Complaints can be directed to Qolty at the contact information listed below or on our website: www.Qolty.com
  8. Transfer Restrictions.You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.
  9. Export Restrictions.You may not export or re-export any Software except in full compliance with all United States laws and regulations, executive orders and the like, including in particular the Export Administration Regulations of the U.S. Department of Commerce.
  10. Breach and Termination.With our without notice, Qolty, in its sole discretion, has the right at any time to suspend or terminate your access to or use of the Software (and terminate this Agreement) and/or TS, if you are in breach of this Agreement or using the Software or TS in a manner that impairs the operation of the Software or TS, causes or threatens to cause harm to Qolty’s systems, servers, other users of the Software or TS, that violates the Privacy Policy, that violates the law, or is otherwise harmful to Qolty, to others, or to Qolty’s intellectual property, brand or good-will.
  11. Enforcement of Terms; Effect of Termination.If you fail to fulfill any of your obligations under this Agreement, Qolty and/or its licensors may pursue all available legal remedies available to them. You agree that Qolty’s licensors are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Sections 2-5, 6(b) through 6(e), 7(b), 7(c), 9, 10, 11,13, 15 through 25 shall survive any termination or expiration of this Agreement. Upon any termination of this Agreement, your license to use the Software shall terminate and you shall promptly uninstall and remove the Software from the mobile device on which it was installed (and promptly uninstall, delete or destroy your authorized backup or archival copy).
  12. U.S. Government Users.(a) If the Software is acquired by or on behalf of civilian agencies of the U.S Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DoD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202) the Government’s right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement. (b) Pursuant to the foregoing, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Qolty for end user licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government as permitted by applicable law. The contractor/manufacturer is Qolty, Inc.
  13. Assumption of Risk.The Software is designed to provide a designated third-party with health-related information based on your inputs to surveys and mobile interactions, as such interactions are catalogued via your mobile device. The Software and any related data supplied to you by Qolty is not a source of information, and does not provide medical advice. By granting you the right to use the Software, Qolty does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall Qolty be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software or any activity you undertake in connection with your use of the Software. As between you and Qolty, you are solely responsible for your use of the Software and your health and medical condition and treatment related thereto. Qolty shall have no liability for any unauthorized disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT UNDER TELESERVICES, YOU AGREE THAT: (i) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 IMMEDIATELY; (ii) Qolty DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER OR A REFERRAL TO HEALTHCARE PROVIDERS; (iii) YOU WILL NOT LEAVE ANY MESSAGES WITH, OR SEND ANY EMAILS TO, Qolty WITH RESPECT TO YOUR MEDICAL CONDITION, AS Qolty IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES, AND CANNOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY Qolty THROUGH THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) Qolty IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE; (viii) Qolty HAS NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFTWARE; AND, (ix) Qolty IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE.

If you do not agree to the disclaimer below, stop now and do not use the application or our telecoaching services.

In connection with your use of the app and the tele-coaching TS, you’ll work with a coach who will provide personal support, encouragement and motivation. The coaches do not provide medical advice. The coaches do not provide professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the coaches or the application should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your health care professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our mobile application or received from us. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other health care professional. The information provided in or through the app, the website or the coaches, is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your own doctor/physician, nurse, or any other medical, clinical or healthcare professional.

You agree that Qolty shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the Software or TS.

To the extent Qolty provides information from, or links or references to, websites operated by third parties, Qolty does not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites does not imply approval or endorsement of the linked website by us. If you decide to access these third party websites, you do so at your own risk. You agree that Qolty has no liability for any damage or loss of any type that is a result of your use of a third party website.

  1. Disclaimer of Warranty.Qolty PROVIDES THE SOFTWARE TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND, Qolty HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES. Qolty MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO-DATE. Qolty MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OF THE SOFTWARE, THE RESULTS THEREFROM, OR THE USE OF ANY DATA (INCLUDIING WITHOUT LIMITATION DATA PRODUCED BY THE SOFTWARE) OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY Qolty EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. Qolty’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. Qolty DOES NOT WARRANT THAT THE SOFTWARE, OR ACCESS THERETO OR USE THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL MEET ANY END USER’S REQUIREMENTS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY STANDARDS. Qolty DOES NOT WARRANT THAT ANY FUNCTIONALITY, INCLUDING WITHOUT LIMITATION ANY SECURITY MEASURE OR SECURITY FEATURE, PROVIDED HEREUNDER WILL BE ERROR-FREE, UNBREAKABLE, UNBREACHABLE, VIRUS FREE, OR INVIOLATE; AND, END USERS ASSUME THE ENTIRE RISK (AND ARE SOLELY RESPONSIBLE) THAT, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY Qolty OR ITS LICENSORS HEREUNDER, THE SOFTWARE AND/OR THE DATA PROCESSED THEREBY MAY BE CORRUPTED, COMPROMISED, INACCESSIBLE OR LOST. THE SOFTWARE IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Qolty SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
  2. Limitation of Liability; Indemnification.IN NO EVENT SHALL Qolty OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT Qolty HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY THEORY BASED IN TORT, CONTRACT OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITH THE EXCEPTION OF CLAIMS ARISING FROM Qolty’S BREACH OF THE PRIVACY POLICY (FOR WHICH DAMAGES ARE LIMITED TO THE COST OF REQUIRED NOTICES UNDER APPLICABLE LAW AND ANY ADDITIONAL COSTS INCURRED BY YOU UP TO A MAXIMUM OF $1,000 IN THE AGGREGATE), Qolty’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT YOU PAID TO INSTALL THE SOFTWARE OR US $100, WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.

Upon request by us, you agree to defend, indemnify and hold Qolty and its partners, affiliates, Use providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your violation of this Agreement; or (b) your violation of any intellectual property or other third party rights or any applicable law in connection with your use of the Software. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us.

  1. Notices.

Notices to you hereunder shall be sent to the address provided by you when you registered to download and install the Software.

Each party may change such address upon written notice to the other party.

  1. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the state courts in San Francisco, CA or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys’ fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained. In the event of a breach, or threatened breach, of this Agreement by you which may harm the intellectual property or proprietary rights of Qolty (or its licensors/suppliers), the parties agree that (i) Qolty may suffer irreparable harm for which monetary damages may be insufficient as a remedy, (ii) Qolty shall be entitled to seek injunctive or other equitable relief, (iii) no bond or surety shall be required to be posted for such relief, and (iv) such relief shall be in addition to any and all other remedies in law or in equity to which Qolty may be entitled. The parties shall seek resolution through binding arbitration using a single arbitrator and the rules promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding on the parties and may be entered into a court of competent jurisdiction. All such arbitration shall be conducted in the jurisdiction set forth above.
  2. Complete Agreement; Waiver; Severability.This Agreement contains the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Qolty relating to the Software or the terms of its license to you. In the event any term of this Agreement is held by a court of competent jurisdiction to be unenforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall survive and be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Qolty’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless such waiver is in writing and signed by Qolty.

21.a. INFORMED CONSENT. IF YOU USE THE TELE-THERAPY OR TELE-PSYCHIATRY SERVICES, YOUR USE OF THOSE SERVICES MUST BE THROUGH INFORMED CONSENT, WHICH YOU MUST GIVE THROUGH THE SOFTWARE OR THROUGH ANOTHER MEANS PROVIDED BY Qolty. INFORMED CONSENT MEANS YOU CONSENT TO THE FOLLOWING:

Informed Consent for Telemedicine Services

Telemedicine involves the use of electronic communications to enable healthcare providers at different locations to share individual patient medical information for the purpose of improving patient care. Providers may include primary care practitioners, specialists, and/or subspecialists. The information may be used for diagnosis, therapy, follow-up and/or education, and may include any of the following:

– Patient medical records

– Output data from biosensors

– Electronic systems used will incorporate network and software security protocols to protect the confidentiality of patient identification and imaging data and will include measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption.

Expected Benefits:

– Improved access to medical care by enabling a patient to remain at a remote site while the physician or healthcare provider consults from a distant/other sites.

– More efficient medical evaluation and management.

– Obtaining expertise of a distant specialist.

Possible Risks: As with any medical procedure, there are potential risks associated with the use of telemedicine. These risks include, but may not be limited to:

– In rare cases, information transmitted may not be sufficient to allow for appropriate medical decision making by the physician and consultant(s);

– Delays in medical evaluation and treatment could occur due to deficiencies or failures of the equipment;

– In rare instances, security protocols could fail, causing a breach of privacy of personal medical information;

– In rare cases, a lack of access to complete medical records may result in adverse drug interactions or allergic reactions or other judgment errors;

You hereby agree to the following:

I understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine, and that no information obtained in the use of telemedicine which identifies me will be disclosed to researchers or other entities without my consent.

I understand that I have the right to withhold or withdraw my consent to the use of telemedicine in the course of my care at any time, without affecting my right to future care or treatment.

I understand that I have the right to inspect all information obtained and recorded in the course of a telemedicine interaction, and may receive copies of this information for a reasonable fee.

I understand that a variety of alternative methods of medical care may be available to me, and that I may choose one or more of these at any time. My teleservices healthcare provider has explained the alternatives to my satisfaction.

I understand that telemedicine may involve electronic communication of my personal medical information to other medical or healthcare practitioners who may be located in other areas, including out of state.

I understand that it is my duty to inform my teleservices healthcare provider of electronic interactions regarding my care that I may have with other healthcare providers.

I understand that I may expect the anticipated benefits from the use of telemedicine in my care, but that no results can be guaranteed or assured.

I have read and understand the information provided above regarding telemedicine, have discussed it with my physician or such assistants as may be designated, and all of my questions have been answered to my satisfaction. I hereby give my informed consent for the use of telemedicine in my medical care.

I hereby authorize the selected teleservices healthcare provider to use telemedicine in the course of my diagnosis and treatment.

I understand that have the opportunity to receive a copy of this consent form.

21.b. Consent to Electronic Contracting. You agree that execution of this Agreement may occur by your manifesting your acceptance of it when you installed or used the Software, and that no signature on a paper copy of this Agreement is required in order to form a binding contract.

  1. Force Majeure.Qolty shall not be liable for failure to perform any of its obligations hereunder, or under the Privacy Policy, during any period in which such performance is delayed or impracticable due to circumstances beyond Qolty’s reasonable control, including without limitation earthquakes, fire, flood, war, embargo, strike (other than Qolty’s employees), riot, civil unrest, inability to secure materials, transportation, or power/utilities, intervention of any governmental authority, or acts of God/nature.
  2. No Joint Venture; Independent Contractors.The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint venturers.
  3. Assignment.Any attempted assignment, sublicense, transfer, encumbrance of this Agreement (or of any of your rights or obligations herein) by you shall be void and shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of Qolty’s successors and assigns.
  4. Modifications to this Agreement We may make changes to this Agreement from time to time.A link to the most current Terms of Use that will govern your use of the Software will be available on the Qolty website and we will indicate the date of the latest update at the bottom of the posted Agreement. We may also place a special notice on the website or communicate significant changes by email. Your continued use of the Software following the posting of such changes constitutes your acceptance of the amended Agreement.
  5. Payment.It is your responsibility to know if your health insurance coverage includes telemedicine or any of the selected TS. Payment is required and due at the time of service. Qolty is not responsible for the patient being reimbursed by their insurance. Payment is due and payable regardless of insurance or reimbursement.

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***

Latest Update: January 1, 2019.

Terms of Service

TERMS OF SERVICE

Please read these Terms of Service (collectively with Conduct Science Privacy Policy, the “Terms of Service”) fully and carefully before using www.ConductScience.com (the “Site”) and the services, features, promotions, credits, content, applications, or products offered by Conduct Science, Inc. and its affiliates (“we”, “us”, “our” or “Conduct Science”) (together with the Site and the Application (as defined below), the ”Services”) in the United States and Canada. If you are using the Services outside of the United States and Canada, a location-specific set of terms may apply to you instead, so please check the applicable country-specific website. These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services and your purchase of the subscriptions and products sold through the Services.

ACCEPTANCE OF TERMS OF SERVICE

  1. By registering for and/or using the Services in any manner, including, but not limited to, visiting, browsing or making purchases through the Site or our mobile application (the “Application”), you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site or through the Services by us, each of which is incorporated by reference and each of which may be updated by us from time to time. If you do not accept these Terms of Service, you are not permitted to, and you must not, access or use the Services or purchase subscriptions or products from us.
  2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. IF YOU HAVE SIGNED UP FOR A CONDUCT SCIENCE SHAVE PLAN OR OTHER AUTOMATICALLY RENEWING SUBSCRIPTION SERVICE, PLEASE READ THE “AUTO-RENEWALS AND RECURRING BILLING FOR SHAVE PLANS AND OTHER SUBSCRIPTION SERVICES” SECTION BELOW.
  3. These Terms of Service apply to all users of the Services, including, without limitation, registered and unregistered users. We have a Privacy Policy that you should refer to in order to fully understand how we collect and use your information. The Privacy Policy is hereby incorporated by reference into these Terms of Service.
  4. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTES” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

ELIGIBILITY

You represent and warrant that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old, that you are using the Services with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Services. If you are under 18 years of age and have not received such permission from your parent or legal guardian, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

REGISTRATION

To sign up for the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including, but not limited to, any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

CONTENT

DEFINITION

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, illustrations, videos, audio clips, artwork, interfaces, products, written posts and comments, software, scripts, graphics, interactive features and other content generated, provided or otherwise made accessible on or through the Services. While we try to make sure that all Content contained in the Services (other than any user-generated content, if applicable) is correct, it is not intended to amount to authority or advice on which reliance should be placed. Information made available through the Services is not a substitute for information from experts or professionals in the applicable area. You acknowledge that all Content accessed by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

NOTICES AND RESTRICTIONS

The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services as contemplated by us and these Terms of Service is expressly prohibited without prior written permission from us.

Conduct Science, H’, Mammoth Design, Give a Shave, Truman and other Conduct Science trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of Conduct Science (collectively “Conduct Science Marks”). Other trademarks, service marks, graphics and logos used in connection with the Services are the trademarks of their respective owners (collectively “Third-Party Marks”). The Conduct Science Marks and Third-Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Conduct Science or the applicable trademark holder.

USE LICENSE

The Content, as well as the design, structure, selection, coordination, expression, “look and feel” and arrangement of the Services, are owned, controlled, and licensed by Conduct Science or its licensors, unless otherwise indicated. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services.

AVAILABILITY OF CONTENT

We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right, but do not have any obligation, to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) remove or block any Content from the Services.

SMS, MMS AND OTHER TEXT MESSAGING

Some of our services may allow you to receive SMS, MMS or other text message notifications from us (each, a “Text Message”). To the extent you voluntarily opt to have Text Messages from us sent directly to your mobile phone, the following terms apply:

USER CONTENT

Any Content that is submitted to us or to the Services by users, or otherwise added, uploaded, distributed or posted to the Services, whether publicly or privately transmitted, including, without limitation, product reviews, survey responses and comments (“User Content”), is the sole responsibility of the person who originated such User Content. User Content also includes Content provided by users through third party services such as a user’s social media account (e.g., Facebook, Instagram, Twitter, etc.) if such Content mentions, tags or otherwise interacts with Conduct Science, the Services or any of our products or services. You represent that all User Content submitted by you is accurate, complete, up-to-date and in compliance with all applicable laws, rules and regulations. User Content that you submit must not: (i) contain any content that infringes intellectual property rights, data protection or privacy rights of an individual; (ii) be defamatory or threatening; (iii) impersonate any person or entity; (iv) contain unauthorized advertising; or (v) transmit or distribute any virus and/or other code that has contaminating or destructive elements. We make no representations, warranties or guarantees with respect to any User Content that you access on or through the Services.

By submitting User Content through the Services, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers), fully paid, royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), edit, modify and make derivative works from your User Content (including, without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever, commercial or otherwise, without compensation to you. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including, without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights or any other intellectual property or proprietary rights.

Any feedback, reviews, comments, suggestions or recommendations for modifications, improvements or changes to the Services that you provide to us (“Feedback”) shall be solely owned by us (including all intellectual property rights therein and thereto). You hereby irrevocably assign to us and agree to irrevocably assign to us all of your right, title and interest in and to all Feedback, including, without limitation, all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect and maintain our intellectual property rights and other legal protections for the Feedback.

RULES OF CONDUCT

  1. As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
  2. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; (vii) distribute information you know is false, misleading, untruthful, unlawful or inaccurate; (viii) upload any software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (ix) otherwise take any action in violation of our guidelines and policies.
  3. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including, without limitation, any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
  4. We also reserve the right to access, read, preserve and disclose any information or content as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including, without limitation, the investigation of potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
  5. All orders of our products must be for personal use only. By purchasing our products, you hereby agree not to resell or distribute such products for any commercial purposes. If we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place.

THIRD PARTY SERVICES

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

APP STORE

You acknowledge and agree that the availability of the Application is dependent on the third party websites from which you download the Application, e.g., the App Store from Apple or the Android app market from Google (each, an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the Apple, Inc. Device and Application Terms for the Apple App Store set forth below. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Service, the more restrictive or conflicting terms and conditions in these Terms of Service shall apply.

APPLE DEVICE AND APPLICATION TERMS

If you are accessing the Services via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:

  1. Both you and Conduct Science acknowledge that these Terms of Service are concluded between you and Conduct Science only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the application;
  2. The application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service as they are applicable to the Services;
  3. You will only use the application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application;
  5. In the event of any failure of the application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the application;
  6. You acknowledge and agree that Conduct Science, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the application;
  7. You acknowledge and agree that, in the event of any third party claim that the application or your possession and use of the application infringes that third party’s intellectual property rights, Conduct Science, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties;
  9. Both you and Conduct Science acknowledge and agree that, in your use of the application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  10. Both you and Conduct Science acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary hereof.

IN APP PURCHASES

Through the applications, you may purchase (“In App Purchase”) certain goods or services designed to enhance the performance of the Services (“Goods”). When you purchase Goods, you are doing so through the Apple iTunes service and you are agreeing to its Terms and Conditions. We are not a party to any In App Purchase.

ORDERING, DELIVERY, PAYMENTS AND BILLING

PAID SERVICES AND TERMS OF SALE

Certain of our Services, including the purchase of any products or subscriptions (such as shave plans) offered by us, may be subject to payments now or in the future (the “Paid Services”), which in certain cases may include recurring, automatically renewing payment obligations (as further described in the “AUTO-RENEWALS AND RECURRING BILLING FOR SHAVE PLANS AND OTHER SUBSCRIPTION SERVICES” section below). Please see our Help / FAQ for a description of the current Paid Services, our shipping terms, and cancellation and refund policies. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Service.

You may place an order for Paid Services at any time (subject to any planned or unplanned downtime). You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the “Submit Purchase” button on the checkout page. An order submitted by you constitutes a legally binding offer given by you to us to purchase the Paid Services specified in that order, subject to these Terms of Service, at the price and on the terms stated when you sign up or place your order. All orders are subject to acceptance by us. Your order will not be considered accepted until we have received payment of the purchase price of your order. We may send an acknowledgment of our receipt of your order to the email address you provide, after your payment for the order has been processed, so that you may print the information for your records. Unless otherwise stated at the time you place your order, title and risk of loss pass to you upon delivery to the shipping address you specified when you placed the order, provided full payment of all sums due in respect of the product(s), including any delivery charges, has been received.

Our products and services, including, without limitation, our Paid Services, are for your personal, non-commercial use, and once delivered to you may not be resold, redistributed, exported or used for any other commercial purpose. The rights you have under these Terms of Service are personal to you and are non-transferable.

Please note that we cannot offer refunds, exchanges or customer service for products that have been acquired from an unauthorized reseller, including, but not limited to, any seller on Amazon, eBay or similar online marketplaces.

BILLING

We use a third-party payment processor, Stripe, (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. More information is available in our Privacy Policy. We are not responsible for errors by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

PAYMENT METHOD

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

IMPORTANT NOTICE TO CONSUMERS:

AUTO-RENEWALS AND RECURRING BILLING FOR SHAVE PLANS AND OTHER SUBSCRIPTION SERVICES

Some of the Paid Services, such as the purchase of auto-replacing razor blades or other products in a shave plan, may consist of an initial period for which there is a one-time charge or a Trial Offer (as defined below), followed by recurring periodic charges as agreed to by you when you sign up for such auto-replacing products (“Subscription Services”). The Subscription Services give you the ability to specify how regularly you would like to order any auto-replacing products. Unless you opt out of a Subscription Service, which can be done via the methods described below, the Subscription Services that you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term you originally selected, at the then-current non-promotional rate. More information on Subscription Services can be found at our Help / FAQ page. By choosing a Subscription Service, you acknowledge that such Subscription Service has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to the effective date of cancellation of such Subscription Service. All recurring payments relating to Subscription Services are fully earned upon payment.

To change or cancel your Subscription Services at any time, go to your Account, call us at 888-212-6855, or email us at help@ConductScience.com. If you terminate a Subscription Service, your subscription will not be renewed after your then-current subscription term expires.

WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION SERVICES, GO TO YOUR ACCOUNT, OR CONTACT US AT THE EMAIL ADDRESS OR TOLL-FREE NUMBER LISTED ABOVE.

CURRENT INFORMATION REQUIRED

You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and you must promptly notify us or our Payment Processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made on your Account. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

CHANGE IN AMOUNT AUTHORIZED

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. If, on receipt of such notice, you do not wish to continue with the purchase, you may cancel at any time before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

REAFFIRMATION OF AUTHORIZATION

Your non-termination or continued use of a Paid Service (including, without limitation, Subscription Services) reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage or as otherwise described when you initially selected to use the Paid Service.

FREE TRIALS AND OTHER PROMOTIONS

Any free trial or other promotion that provides access to a Paid Service (a “Trial Offer”) must be used within the specified time of the Trial Offer. You will be required to have a valid Payment Method on file in order to initiate a Trial Offer. You must stop using a Paid Service before the end of the Trial Offer period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the Trial Offer period and are inadvertently charged for a Paid Service, please contact us at help@ConductScience.com. Trial Offers are one-time only for new customers and are limited to one per household. Additional terms and limitations may apply and will be more fully explained at the time you sign up for the Trial Offer. Any such additional terms and limitations are deemed part of these Terms of Service.

TERMINATION

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

WARRANTY DISCLAIMER AND RELEASE

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding which users gain access to the Services, or how you may interpret or use the Content. You release us and our officers, directors and employees from all liability arising out of or relating to your having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance or legality of material or Content contained in or accessed through the Services.

You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You shall defend, indemnify and hold harmless us and our employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00. THESE LIMITATIONS WILL ONLY APPLY TO THE EXTENT PERMITTED BY LAW AND DO NOT APPLY TO DEATH OR PERSONAL INJURY RESULTING FROM OUR ACTS OR OMISSIONS OR TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

DISPUTES

ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

ARBITRATION; WAIVER OF TRIAL BY JURY. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR ANY OF OUR OFFICERS, DIRECTORS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE JAMS, INC. (“JAMS”) RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT WE OR YOU MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY STATE OR FEDERAL COURT HAVING JURISDICTION TO GRANT IT IN THE EVENT OF AN ACTUAL OR THREATENED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

Small Claims Court; Class Action Waiver. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if such claim is within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.

Procedures. These dispute resolution provisions will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event that JAMS is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever banned.

30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Disputes section, you must notify us in writing within thirty (30) days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law), and then you must litigate any disputes against us in accordance with the “Governing Law and Jurisdiction” section below. Your written notification must be mailed to us at the address set out at the end of these Terms of Service. If you do not notify us in accordance with this paragraph, you agree to be bound by the terms of this Disputes section, including, without limitation, the arbitration and class-action waiver provisions, and further including such provisions in any revisions we make to these Terms of Service after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email address and mailing address; and (iii) a statement that you do not wish to resolve disputes with us through arbitration or waive your ability to participate in a class action. If we make any changes to this Disputes section (other than a change to the address at which we will receive notices or rejections of future changes to this Disputes section), you may reject any such change by sending us written notice, within thirty (30) days of the change, to the address set out at the end of these Terms of Service. It is not necessary to send us a rejection of a future change to this Disputes section if you had properly opted out within the first thirty (30) days after you first accepted the provisions in this Disputes section. If you have not properly opted out, then by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Disputes section, as modified by any changes you did not reject. A notification sent pursuant to this paragraph solely affects these Terms of Service; if you previously entered into other arbitration or dispute resolution agreements with us or enter into other such agreements in the future, your notification that you are opting out of the provisions in this Disputes section shall not affect the other arbitration agreements between you and us.

Severability. If any of the prohibitions against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Disputes section will be null and void. This Disputes section, including, without limitation, the arbitration agreement and class action waivers contained herein, will survive the termination of your relationship with us.

GOVERNING LAW AND JURISDICTION

Subject to the Disputes section above, these Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the laws of the United States of America. Subject to the Disputes section above, you agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.

MODIFICATION

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend or discontinue the Services, in whole or in part, (including, without limitation, the availability of any feature, database or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will use commercially reasonable efforts to timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Subject to the Disputes section, your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

MISCELLANEOUS

ENTIRE AGREEMENT AND SEVERABILITY

These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site and the Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

FORCE MAJEURE

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

ASSIGNMENT

These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

COUPON CODES

Coupon codes have no cash value and cannot be redeemable for cash, and cannot be combined with any other offers. Limit one coupon code per order. Coupon codes generally expire and are no longer valid for redemption 30 days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed or restricted. Conduct Science reserves the right to change or limit coupon codes in its sole discretion.

AGENCY

No agency, partnership, joint venture or employment relationship is created as a result of these Terms of Service and neither you nor Conduct Science has any authority of any kind to bind the other in any respect.

NOTICES

Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to help@ConductScience.com.

NO WAIVER

Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

HEADINGS; INTERPRETATION

The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. Any use of the words “including”, “for example” or “such as” in these Terms of Service shall be read as being followed by “without limitation” where appropriate.

CONTACT

You may contact us at the following address: Conduct Science, Inc., 161 Avenue of the Americas, Floor 8, New York, New York 10013.