TERMS OF SERVICE

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THESE TERMS (“Terms”) are an Agreement between Unicornix Tech, Inc. d/b/a HeartVisor., a corporation formed under the laws of the State of Delaware (“HeartVisor”) and each user (“user(s)” or “you”) of the HeartVisor app, services, features, or software (the “HeartVisor App”). All users are required to review and be bound by these Terms in order to participate on the HeartVisor App. You agree to these Terms by installing, accessing, or using the HeartVisor App. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU CANNOT PARTICIPATE AS A USER OF THE HEARTVISOR APP. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.

  1. Scope of HeartVisor Services.
    1. The HeartVisor App provides a unique relationship monitoring service that aims to alert users of any situations or activities that may indicate potential conflicts in their romantic relationships (the “Services”). While you may access certain portions of the HeartVisor App as a single user, you are required to link your HeartVisor Account, defined below, to another user in order to have access to the full scope of the HeartVisor App.
    2. As the provider of the HeartVisor App, HeartVisor is not acting as an agent, representative, affiliate, or sponsor, in any capacity for any user. If you choose to use the HeartVisor App, your relationship with HeartVisor is limited to being an independent, third-party user, and not an employee, agent, joint venturer, or partner of HeartVisor for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of HeartVisor.
    3. The HeartVisor App may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. HeartVisor is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by HeartVisor of such Third-Party Services. If you choose to click on or visit any Third-Party Services, you do so at your own risk.
    4. Due to the nature of the internet and wireless networks, HeartVisor cannot guarantee the continuous and uninterrupted availability and accessibility of the HeartVisor App. HeartVisor may restrict the availability of the HeartVisor App or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the HeartVisor App.
    5. HeartVisor may improve, enhance and modify the HeartVisor App and introduce new Services from time to time, without any notice to you.

 

  1. Eligibility, Using the HeartVisor App, user Verification.
    1. You must be at least thirteen (13) years old to access and use the HeartVisor App. By accessing or using the HeartVisor App, you represent and warrant that you are thirteen (13) or older.
    2. User verification on the internet is difficult and HeartVisor does not assume any responsibility for the confirmation of any user’s identity.

 

  1. Modification of These Terms. HeartVisor reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will post the revised terms on the HeartVisor App and update the “Last Updated” date at the top of them. We will also provide you with notice, as appropriate, of the modifications by email before the date they become effective. If you disagree with the revised Terms, you must terminate your participation in the HeartVisor App with immediate effect by deleting your account and ceasing all use of the HeartVisor App. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the HeartVisor App will constitute acceptance of the revised Terms.

 

  1. Account Registration; Acceptable Devices or Software.
    1. You must register an account (“HeartVisor Account“) to access and use certain features of the HeartVisor App. If you are registering a HeartVisor Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
    2. You can register HeartVisor Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook (“SNS Account“).
    3. You may be asked to provide additional information during the registration process for your HeartVisor Account including, but not limited to, your name, location, and other various preferences.
    4. You must provide accurate, current and complete information during the registration process and keep your HeartVisor Account and profile page information up-to-date at all times.
    5. You cannot register more than one HeartVisor Account unless HeartVisor authorizes you to do so. You may not assign or otherwise transfer your HeartVisor Account to another party.
    6. You are responsible for maintaining the confidentiality and security of your HeartVisor Account credentials and may not disclose your credentials to any third party. You must immediately notify HeartVisor if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your HeartVisor Account. You are liable for any and all activities conducted through your HeartVisor Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
    7. You must provide certain devices, software, and data connections to use the HeartVisor Services, which we otherwise do not supply. For as long as you use the HeartVisor Services, you consent to downloading and installing updates to our Services, even automatically. HeartVisor is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the HeartVisor Services or the HeartVisor App, or any third-party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. HeartVisor is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.
    8. You must enable HeartVisor to access and monitor your geolocational information from your device in order to use the HeartVisor App. Geolocational data is a large part of the accuracy of our Services and is required for proper functionality.

 

  1. .
    1. HeartVisor may, at its sole discretion, enable users to: (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, location, or other materials and information on or through the HeartVisor App (“User Content“); and (ii) access and view User Content and any content that HeartVisor itself makes available on or through the HeartVisor App, including proprietary HeartVisor content and any content licensed or authorized for use by or through HeartVisor from a third party (“HeartVisor Content” and together with User Content, “Collective Content“).
    2. HeartVisor is not responsible for any User Content on the HeartVisor App. User Content is uploaded by users at their own risk and users must ensure their User Content complies with these Terms.
    3. The HeartVisor App, HeartVisor Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the HeartVisor App and HeartVisor Content, including all associated intellectual property rights, are the exclusive property of HeartVisor and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the HeartVisor App, HeartVisor Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of HeartVisor used on or in connection with the HeartVisor App and HeartVisor Content are trademarks or registered trademarks of HeartVisor in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the HeartVisor App, HeartVisor Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    4. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the HeartVisor App or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by HeartVisor or its licensors, except for the licenses and rights expressly granted in these Terms.
    5. Subject to your compliance with these Terms, HeartVisor grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) download and use HeartVisor mobile apps, as they become available, on your personal device(s); and (ii) access and view any Collective Content made available on or through the HeartVisor App and accessible to you, solely for your personal and non-commercial use.
    6. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the HeartVisor App, you grant to HeartVisor a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the HeartVisor App in any media. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the HeartVisor App, you also grant to HeartVisor a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such User Content for all marketing, advertising, research, and development purposes, including, without limitation, the provision of such User Content to third-parties as outlined in our Privacy Policy. Unless you provide specific consent, HeartVisor does not claim any ownership rights in any user Content aside from the permissions granted in this Section V(f) and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
    7. You are solely responsible for all User Content that you make available on or through the HeartVisor App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the HeartVisor App or you have all rights, licenses, consents and releases that are necessary to grant to HeartVisor the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or HeartVisor’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    8. You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any HeartVisor policy. HeartVisor may, without prior notice, remove or disable access to any user Content that HeartVisor finds to be in violation of these Terms or HeartVisor’s then-current policies or standards, or otherwise may be harmful or objectionable to HeartVisor, its users, third-parties, or property.

 

  1. Prohibited Activities.
    1. You are solely responsible for compliance with any and all laws, rules, regulations, and obligations that may apply to your use of the HeartVisor App. In connection with your use of the HeartVisor App, you will not and will not assist or enable others to:
  1. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, or standards;
  2. Use the HeartVisor App or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies HeartVisor endorsement, partnership, or otherwise misleads others as to your affiliation with HeartVisor;
  • Copy, store or otherwise access or use any information, including personally identifiable information about any other user, contained on the HeartVisor App in any way that is inconsistent with HeartVisor’s Privacy Policy or these Terms or that otherwise violates the privacy rights of users or third parties;
  1. Use the HeartVisor App in connection with the distribution of unsolicited commercial messages (“spam”);
  2. Contact another user for any purpose relating to recruiting or otherwise soliciting any user to join third-party services, applications or websites, without our prior written approval;
  3. Use, display, mirror, frame, reproduce, alter, or copy the HeartVisor App or Collective Content, or any individual element within the HeartVisor App, HeartVisor’s name, any HeartVisor trademark, logo, copyrighted material, or other proprietary information, or the layout and design of any page or form contained on a page in the HeartVisor App, without HeartVisor’s express written consent;
  • Dilute, tarnish or otherwise harm the HeartVisor brand in any way, including through unauthorized use of Collective Content, registering and/or using HeartVisor or derivative terms in domain names, trade names, trademarks, copyrighted material, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to HeartVisor domains, trademarks, taglines, promotional campaigns or Collective Content;
  • Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the HeartVisor App for any purpose;
  1. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by HeartVisor or any of HeartVisor’s providers or any other third party to protect the HeartVisor App;
  2. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the HeartVisor App;
  3. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the HeartVisor App;
  • Export, re-export, import, or transfer the HeartVisor App except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
  • Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
    1. You acknowledge that HeartVisor has no obligation to monitor the access to or use of the HeartVisor App by any user or to review, disable access to, or edit any User Content, but has the right to do so to: (i) operate, secure and improve the HeartVisor App (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to user Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. users agree to cooperate with and assist HeartVisor in good faith, and to provide HeartVisor with such information and take such actions as may be reasonably requested by HeartVisor with respect to any investigation undertaken by HeartVisor or a representative of HeartVisor regarding the use or abuse of the HeartVisor App.

 

  1. Term and Termination.
    1. Without limiting our rights specified below, HeartVisor may terminate these Terms and your use of or access to the HeartVisor App and/or Services a for convenience at any time and for any reason, including:
  1. Your material breach of your obligations under these Terms;
  2. Your violation of applicable laws, regulations, or third-party rights, or
  • If HeartVisor believes in good faith that such action is reasonably necessary to protect the personal safety or property of HeartVisor, its users, or third-parties (for example, in the case of fraudulent behavior of a user).
    1. In addition, HeartVisor may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or if (ii) you have breached these Terms, applicable laws, regulations, or third-party rights; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the HeartVisor Account registration or thereafter; or (iv) HeartVisor believes in good faith that such action is reasonably necessary to protect the personal safety or property of HeartVisor, its users, or third-parties, or to prevent fraud or other illegal activity:
  1. Refuse to surface, delete, or delay any User Content;
  2. Limit your access to or use of the HeartVisor App;
  • Temporarily or permanently revoke any special status associated with your HeartVisor Account; or
  1. Temporarily or permanently suspend your HeartVisor Account.
    1. When these Terms and your use of or access to the HeartVisor Services have been terminated, you are not entitled to a restoration of your HeartVisor Account or any of your User Content. If your access to or use of the HeartVisor App has been limited or your HeartVisor Account has been suspended or terminated by us, you may not register a new HeartVisor Account or access and use the HeartVisor App through a HeartVisor Account of another user.

 

  1. DISCLAIMERS.
  1. YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “HEARTVISOR PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
  2. HEARTVISOR DOES NOT OFFER OR CLAIM TO OFFER PSYCHOLOGICAL, PSYCHIATRIC, RELATIONSHIP, OR ANY OTHER PROFESSIONAL ADVICE. THE HEARTVISOR APP IS A TOOL YOU MAY USE TO GAIN INSIGHT INTO YOUR RELATIONSHIPS BASED ON THE INFORMATION YOU INPUT AND THE INFORMATION THE HEARTVISOR APP GATHERS. HEARTVISOR DOES NOT GUARANTEE THE ACCURACY OR THE CORRECTNESS OF ANY INSIGHTS OR INFORMATION PROVIDED BY THE HEARTVISOR APP AND CANNOT BE HELD DIRECTLY OR INDIRECTLY RESPONSIBLE FOR SUCH OR THE CONSEQUENCES OF YOUR USE OF THAT INFORMATION.
    1. YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE HEARTVISOR SERVICES, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE HEARTVISOR APP AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY HEARTVISOR.
    2. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

  1. LIMITATION OF LIABILITY. THE HEARTVISOR PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE HEARTVISOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE HEARTVISOR PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

  1. INDEMNIFICATION. YOU AGREE TO RELEASE, DEFEND (AT HEARTVISOR’S OPTION), INDEMNIFY, AND HOLD HEARTVISOR AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
    1. YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
    2. YOUR IMPROPER USE OF THE HEARTVISOR APP OR ANY HEARTVISOR SERVICES;
    3. YOUR INTERACTION WITH ANY USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION; OR
    4. YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS.

 

  1. Dispute Resolution.
    1. This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States but bring any claim against HeartVisor in the United States (to the extent not in conflict with Section XII(a), below).
    2. Overview of Dispute Resolution Process. HeartVisor is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section XI(a) applies: (1) an informal negotiation directly with HeartVisor’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section).
    3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and HeartVisor each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact HeartVisor’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
    4. Agreement to Arbitrate. You and HeartVisor mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the HeartVisor App or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and HeartVisor agree that the arbitrator will decide that issue.
    5. Exceptions to Arbitration Agreement. You and HeartVisor each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:
  1. (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and
  2. (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
    1. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
    2. Modification to AAA Rules – Arbitration Hearing/Location. Any required arbitration hearing may be conducted (a) in Harris County, Houston, Texas; (b) via phone or video conference; or (c) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
    3. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    4. Jury Trial Waiver. You and HeartVisor acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    5. No Class Actions or Representative Proceedings. You and HeartVisor acknowledge and agree that we are each waiving the right to participate as a plaintiff or class user in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and HeartVisor both otherwise agree in writing, in an arbitration proceeding, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
    6. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
    7. Changes. Notwithstanding the provisions of Section III, if HeartVisor changes this Section XI after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of HeartVisor’s email to you notifying you of such change, whichever is earliest. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and HeartVisor in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
    8. Except as provided in Section XI(j), this Section XI will survive any termination of these Terms and will continue to apply even if you stop using the HeartVisor App or terminate your HeartVisor Account.

 

  1. General Provisions.
    1. Governing Law. These Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section XI must be brought in state or federal court in Harris County, Houston, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Houston, Texas.
    2. Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between HeartVisor and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between HeartVisor and you in relation to the access to and use of the HeartVisor App.
    3. Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without HeartVisor’s prior written consent. HeartVisor may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the HeartVisor Services and the HeartVisor App at any time remains unaffected.
    4. Severability. If any part of these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the party seeking such compensation.
    5. Waivers. HeartVisor’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
    6. Notices. Unless specified otherwise, any notices or other communications to users permitted or required under these Terms, will be in writing and given by HeartVisor via email, HeartVisor App notification, or messaging service.
    7. Questions? If you have any questions about these Terms please contact us at:  

                                           bhargrove@myheartvisor.com

                                           fcunha@myheartvisor.com

 

 

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