The terms, conditions, policies and notices contained in this document (these “Terms”) are entered into by Monogram Health, Inc. (“Monogram Health,” “we,” “us,” or “our”) and you as a user of the Site (“user,” “you,” or “your”). These Terms apply to your use of www.MongramHealth.com, Monogramhealthcare.com, Monogramhc.com, Monogramhealth.net, Monogramkidney.com, Monogramkidney.net, Monogramkidneycare.com, and any other website controlled by Monogram Health that posts these Terms, including all services, content, features, and functionality available therein (collectively, the “MH General Sites”) and the Monogram Health patient experience website available at patient.MonogramHealth.com, including all services, content, features, and functionality available therein (the “Patient Engagement Site” and together with the MH General Sites, the “Site”). Please read these Terms carefully before using the Site. Additionally, you must read, agree, and accept the terms of our Privacy Policy, which describes what information we collect from you as part of your use of the Site and how we use that information. Please review the Privacy Policy carefully before submitting your personal information to the Site.

BY ACCESSING OR USING THE SITE IN ANY WAY, INCLUDING WITHOUT LIMITATION, BROWSING THE SITE, USING ANY INFORMATION AND/OR SUBMITTING ANY CONTENT OR PERSONAL INFORMATION VIA THE SITE, YOU AGREE TO AND ARE BOUND BY THESE TERMS INCLUDING DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND A CHOICE OF TENNESSEE LAW, AND ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO OUR PRIVACY POLICY.

THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE SITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THE ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER.

ACKNOWLEDGEMENT

You acknowledge that: (a) you have read and understood these Terms and (b) these Terms have the same force and effect as a signed agreement.

(1)    NO MEDICAL ADVICE

The Site is provided for informational purposes only. You should not rely on the Site or the Content (which is defined below) or other information therein in deciding on a treatment plan, drug usage, medical procedure, or any other medical advice, and Monogram Health strongly urges that you consult with a licensed physician in connection with all treatment options that may be available to you. You expressly acknowledge and agree that Monogram Health is not responsible for the results of any decisions made based on your use of the Site.

THE CONTENT ON THE SITE IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE SITE IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE. IN AN EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.

(2)    RIGHT TO USE THE SITE

Subject to these Terms, Monogram Health hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable and revocable license to access and use the Site and Content (as defined below) solely in the United States and solely for your personal, non-commercial use.

(3)    SITE CONTENT

(a)    Content. Except as otherwise provided by a third party, all Content on the Site is © 2022 Monogram Health and/or its licensors. The Site contains copyrighted material, trademarks, service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, graphics, and the Monogram Health company name and logo, and all product names, regardless of whether or not they appear in large print or with a trademark symbol, are trademarks of Monogram Health (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Site and the Content are copyrighted as a collective work under copyright laws (collectively, “Intellectual Property Rights”).

(b)    Reservation of Rights. Neither these Terms nor your use of the Site transfers any right, title or interest in the
Site, Content, or Intellectual Property Rights or any of our other intellectual property to you. We and our third-party licensors retain all of our and their respective right, title, and interest to the Site, Content, and Intellectual Property Rights. Any rights not expressly granted herein are reserved.

(c)    Availability of the Site and Content. The Site is available worldwide to anyone with Internet access; provided that certain functionality may not be available to you depending on where you are located. However, the Site may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in Internet service, or other unforeseen circumstances. Further, a reference to a service on the Site does not imply that the service is or will be available in your location. The Content of the Site is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations. The Site is provided from the United States of America, and all servers that make it available reside in the United States. The laws of other countries may differ regarding the access and use of the Site. We do not make any representations regarding the legality of the Site in any other country, and it is your sole responsibility to ensure that your use complies with all applicable laws.

(d)    Third-Party Intellectual Property. Certain materials on the Site may be furnished by third parties, as further discussed in “Third-Party Materials” below. Certain services or company designations for companies other than Monogram Health may be mentioned in the Site for identification purposes only. Third-party trademarks, trade names, logos, product or services names contained on the Site are the trademarks, registered or unregistered, of their respective owners.

(4)    RESTRICTIONS ON USE

By using the Site, you agree that you shall not:

(a)    use, copy, adapt, modify, prepare derivative works based upon, or otherwise exploit the Site or any Content, including any part, feature, function or user interface thereof;

(b)    delete, modify, hack or attempt to change or alter any of the Content on the Site;

(c)    reverse engineer, disassemble, decompile, or decode the Site or any Content therein, in whole or in part, nor use any methods to gain access to the source code or infrastructure of the Site, in whole or in part;

(d)    attempt to access accounts, computer systems, or networks connected to any of our servers or to the Site, through hacking, password mining, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally or readily made available through the Site;

(e)    use any device, software, or routine intended to damage, overburden, disable or otherwise interfere with the proper functioning of the Site or servers or networks connected to the Site, or take any other action that interferes with administration and operation of the Site or other parties’ use of the Site;

(f)     misrepresent your identity, provide false or misleading information, impersonate another, or misrepresent your affiliation with a person or entity;

(g)    use any deep-link, scraping, robot, spider, or other automatic or manual device, program, algorithm or process for the purpose of accessing, copying, monitoring, harvesting or compiling information on the Site;

(h)    use any of our or our licensors’ or partners’ names, service marks, logos, or trademarks without our prior written consent, including without limitation as metatags, search engine keywords, or hidden text;

(i)      use any material or information, including images or photographs, which are made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

(j)      transmit or upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar devices, code, software or programs that may damage the operation of another’s device or property;

(k)    manipulate or otherwise display the Site or portions thereof by using framing or similar navigational technology;

(l)      probe, scan, or test the vulnerability of the Site or any network connected thereto;

(m)   use the Site for or in connection with any illegal, unlawful or immoral conduct or purpose, including without limitation to publish, transmit or otherwise disseminate pornographic, sexually explicit or violent content; or

(n)    defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of any third party.

(5)    PERMISSIBLE USE

You shall be responsible for your use of the Site and compliance with these Terms. Except as indicated to the contrary elsewhere on the Site, you may view, copy, retransmit, and print the Content available on the Site subject to the following conditions:

(a)             you shall only access and use the Site in compliance with all applicable laws and regulations;

(b)             you shall only access and use the Content for personal, informational, or non-commercial purposes;

(c)             you shall not provide, sell, license, or lease the Content for any fee or other consideration;

(d)             you shall ensure all copyright, trademark, and other proprietary rights notices included in the Content as presented on the Site appear on all copies;

(e)             you shall not modify or alter the Content in any way; and

(f)              you shall not use any graphics separately from accompanying text.

You may also link or hyperlink to the Site from any Acceptable Site (as defined below), but only if:

(i)               you do not frame the Site or any portion of the Site;

(ii)              the hyperlink to the Site is not used in a way that suggests that we endorse you or your website;

(iii)             the link to the Site is not used or presented in any way that disparages us or tarnishes, blurs or dilutes the quality of our names or trademarks or any associated goodwill; and

(iv)             the link to the Site is not displayed on any web page that displays objectionable content or links.

An “Acceptable Site” means a website that displays no objectionable content, including, but not limited to, any content, information in any medium or format, such as text, data, graphics, audio or video, that: (A) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (B) a reasonable person would consider harassing, abusive, threatening, harmful, profane, obscene, racially, ethnically or otherwise objectionable or offensive in any way; (C) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts or hate speech; or (D) violates or encourages others to violate any applicable law.

(6)    User Content

To the extent that you post, upload, input, submit, or otherwise transmit (collectively, “Post”) any text, data, information, and/or other materials provided by you to or in connection with the Site (collectively, “User Content”), you agree to provide true, accurate, and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity. All Posting of User Content is your sole and exclusive responsibility. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE UPLOADING, INPUTTING, OR TRANSMISSION OF USER CONTENT TO MONOGRAM HEALTH. By Posting User Content to the Site, you grant, and you represent and warrant that you have the right to grant, to Monogram Health an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, and distribute User Content and to prepare derivative works of, or incorporate into other works, User Content, and to grant and authorize sublicenses of the foregoing. You further warrant that the use of User Content by Monogram Health and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. Monogram Health will not pay you for User Content or to exercise any rights related to User Content set forth in this Section.

(7)    COMMUNICATIONS

We may use emails, telephone calls, or text messages to communicate with you on a recurring basis. By providing your email address and/or telephone number to Monogram Health, you consent and give permission to be contacted at such email address and to receive calls or text messages from or on behalf of Monogram Health and/or our partners and suppliers, including messages using automated dialing technology. To request more information or to obtain help, please contact us though one of the methods listed under “Contact Information” below. Frequency of emails, text messages and/or other notifications will vary depending upon your transactions with us.

With respect to text message communications, you represent that you are the account holder for the mobile telephone number(s) that you provide to opt in to receive text messages. You are responsible for notifying Monogram Health immediately if you change your mobile telephone number. Message and data rates may apply to each text message sent or received, as provided in your mobile telephone service rate plan (please contact your mobile telephone carrier for details about available plans). Applicable roaming charges may apply. Data obtained from you in connection with your consent to receive text messages may include your telephone number, your carrier’s name, and details of the message (date, time, and content). With respect to emails, you represent that you are the account holder for the email address that you provide to opt-in to receive email communications. You are responsible for notifying Monogram Health if you change your email address.  Monogram Health may use this information to contact you in accordance with these Terms of Use and to provide the services you request. You understand that text messages have inherent privacy risks, including that unencrypted text messages are not secure and could be accessed by an unauthorized party, intercepted, or altered without your knowledge or authorization. For additional information on our data collection and use, please read our Privacy Policy, which is incorporated by reference into these Terms of Use.

Monogram Health will not be liable for any delays in the receipt of any SMS messages or email communications, nor will Monogram Health be liable for any undelivered messages, as delivery is subject to effective transmission from your network operator and/or email or internet service provider. The option to receive text messages may not be available on all U.S. mobile carriers. Note that your carrier is not liable for delayed or undelivered messages. You agree to indemnify Monogram Health and any third parties texting or emailing on its behalf in full for all claims, expenses, and damages related to or caused, in whole or in part, by your failure to immediately notify us if you change your telephone number or email address, including but not limited to all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act or the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, as applicable. Monogram Health may immediately suspend or terminate your receipt of text messages or email communications if it believes you are in breach of these Terms. Your participation in receiving text messages is also subject to termination in the event that your mobile telephone service terminates or lapses. Monogram Health reserves the right to modify or discontinue sending text messages or email communications to you, with or without notice to you.

(8)    FEEDBACK

We may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about our products, services and the Site (“Feedback”).  You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications of the Site or in other Monogram Health products or services. You hereby grant Monogram Health a perpetual, worldwide, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license to use, modify, create derivative works from, distribute, display, and otherwise exploit the Feedback for any purpose.

(9)    OTHER SITES; THIRD-PARTY MATERIALS

As a convenience to you, the Site may provide links to websites and access to content, products, and services of third parties, including our affiliates, partners, and other entities with which our connection consists of only a hyperlink (“Linked Site”). All Linked Sites are provided only because they may be of interest to Site users. Inclusion of any link does not imply endorsement of the Linked Sites by us, or vice-versa. Information and views contained in Linked Sites are not adopted, sponsored, or endorsed by us. You should refer to the separate terms of use, privacy policies, and other rules posted on Linked Sites before using them. We do not control, author, edit or monitor Linked Sites, and we are not responsible or liable for: (a) the availability of or content provided on the Linked Sites; (b) third-party content accessible through the Linked Sites; (c) any loss or damage whatsoever you may incur from dealing with any Linked Sites; or (d) your dealings with any third parties found on or through the Site. You bear all risk associated with the use of the Linked Sites, third party services, and your correspondence or business dealings with advertisers other than us found on or through the Site.

The Site may also display, include, or make available third-party content or services (“Third-Party Materials”). You acknowledge and agree that Monogram Health is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or other aspect thereof. Monogram Health does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and Linked Sites are provided solely as a convenience, and you acknowledge and agree that you access and use such Third-Party Materials and/or any Linked Sites entirely at your own risk and subject to such third parties’ terms and conditions.

(10)  MODIFICATIONS TO TERMS

We may change, modify, add and/or delete all or portions of these Terms from time to time by posting updated Terms on the Application, which shall apply to your use of the Application after such modifications have been posted. Please review these Terms periodically for any updates or changes. Your continued use of the Application following the posting of any updates or changes to these Terms constitutes your acceptance of such updates and changes. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to immediately terminate your use of the Application.

(11)  TERMINATION/MODIFICATIONS OF SITE

We reserve the right to modify or terminate your access to the Site or portions of the Site, at any time, temporarily or permanently, with or without notice to you, for any reason, and are not obligated to support or update the Site. These Terms shall survive any termination. We also may impose limits on certain features and services, restrict your access to parts of or the entire Site, or charge fees for access to portions of the Site without notice or liability. You acknowledge and agree that Monogram Health will not be liable to you or any third party in the event that we exercise our right to modify or terminate access to the Site or portions of the Site.

(12)  YOUR PRIVACY.

We will treat any information we collect or receive from you through the Site in accordance with our Privacy Policy, which is incorporated by reference. Please review our Privacy Policy before you use the Site. If you are unwilling to accept the terms and conditions of our Privacy Policy, please do not use the Site.

(13)  COPYRIGHT INFRINGEMENT

In accordance with the U.S. Federal Digital Millennium Copyright Act (“DMCA”), Monogram Health has designated an agent to receive notifications of alleged copyright infringement associated with the Site. We will, upon receiving proper notice as set forth below, use commercially reasonable efforts to investigate notices of copyright infringement and take appropriate action. If you believe that your copyrighted work or the copyrighted work of another party is being infringed, please notify us at info@monogramhealthcare.com or through the address at the end of this page. When notifying us of the alleged copyright infringement, please provide us with the following information:

(a)    a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed;

(b)    identification of the copyrighted work alleged to have been infringed;

(c)    a description of the material that is claimed to be infringing and information sufficient to locate the material on the Site;

(d)    information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;

(e)    a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f)     a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

If we in good faith believe material to infringe a copyright or otherwise violate any intellectual property rights, we will remove or disable access to such material. We may suspend, disable, or terminate your access to the Site if you are reasonably determined to be a repeat infringer.

(14)  ERRORS

Our goal is to provide complete, accurate, and up-to-date information on the Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. The Site may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

(15)  DISCLAIMER

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, TOOLS, SITES, AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MONOGRAM HEALTH, OUR PARTNERS, AFFILIATES, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THE SITE AND/OR ANY CONTENT, TOOLS, SITES, AND SERVICES PROVIDED ON THE SITE.

YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. WE MAKE NO WARRANTY, AND EXPRESSLY DISCLAIM ANY OBLIGATION, THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE VIA THE SITE WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; (C) ANY PARTICULAR RESULTS MAY BE OBTAINED FROM THE USE OF THE SITE; (D) THE QUALITY OF ANY CONTENT, SERVICES, TOOLS, SITES, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (E) DEFECTS, IF ANY, WILL BE CORRECTED. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. MONOGRAM HEALTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE SITE.

(16)  INDEMNITY

You agree to indemnify and hold harmless Monogram Health, its affiliates, shareholders, directors, officers, co-branders, subsidiaries, parents, employees and agents, and, at Monogram  Health’s sole election, defend the foregoing, from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys’ fees and costs of litigation, arising out of or in any way related to: (a) your use of or access to this Site; (b) your use of the Content; (c) your violation of these Terms, including any violation by your employees (d) any negligence or willful misconduct by you or your violation of any rights of another.

(17)  LIMITATION OF LIABILITY

You acknowledge that you are responsible for any actions you take while on the Site. You recognize that your use of the Site and any subsequent actions arising from your use of the Site are taken solely at your own risk.

IN NO EVENT SHALL MONOGRAM HEALTH OR OUR PARTNERS, AFFILIATES, SUPPLIERS, OR LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INCREASED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING FROM YOUR USE OF OR ACCESS TO, OR INABILITY TO ACCESS OR USE, THE SITE OR ANY CONTENT, INTELLECTUAL PROPERTY, LINKED SITES, THIRD-PARTY MATERIALS, SITES, TOOLS, PRODUCTS, INFORMATION, OR SERVICES PROVIDED IN CONNECTION WITH THE SITE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM OR RELATED TO ANY: (I) ERRORS, MISTAKES OR INACCURACIES OF THE SITE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM OR RELATED TO YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, (IV) ANY TRANSMISSION FROM OUR SERVERS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE, (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY MATERIALS POSTED, EMAILED TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, AND/OR (VII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF USE OR PRIVACY POLICY, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES.

IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND WE, OR ONE OF OUR PARTNERS, AFFILIATES, SUPPLIERS, OR LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, THE AGGREGATE LIABILITY OF MONOGRAM HEALTH AND/OR OUR LICENSORS AND ANY AFFILIATES TO YOU WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED in the aggregate ONE HUNDRED DOLLARS ($100.00).

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO IMMEDIATELY DISCONTINUE USE OF THE SITE. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MONOGRAM HEALTH. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

(18)  LIMITATION ON ACTIONS

You agree that any dispute arising out of these Terms or your use of the Site must be filed within one (1) year after the claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by us to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.

(19)  DISPUTE RESOLUTION

You agree that any dispute arising out of or relating in any way to your use of the Site requires that the claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Intellectual Property Rights, we may seek injunctive or other appropriate relief. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys' fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.

BECAUSE THE USE OF THE SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NONE OF THE PARTIES WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party consents: (a) to the non-exclusive jurisdiction of the courts of the State of Tennessee, or to any federal court located within the State of Tennessee for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (b) to service of process in any action by registered mail or any other means provided by law. Should this Section 16 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that exclusive jurisdiction and venue for any claims will be in the state or federal courts in Tennessee.

(20)  GENERAL

If any provision in these Terms is found by a court or arbitrator to be invalid, the parties agree that the court or arbitrator should give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. Our failure to act with respect to a breach by any visitor using the Site does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These Terms will be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice-of-law provisions. In the event of any conflict between foreign laws, rules, and regulations and those of the United States, the laws, rules and regulations of the United States will govern. These Terms and our Privacy Policy as posted from time to time on the Site, and any modifications to the foregoing, constitute the entire agreement between you and us with regard to the subject matter in these Terms and supersede all prior understandings and agreements, whether written or oral, as to the subject matter. We may perform any of our obligations or exercise any of its rights under these Terms through one or more of our affiliates or representatives. If our assets are acquired by another entity, that entity will assume our rights and obligations as described in these Terms. You may not assign your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent.

(21)  CONTACT INFORMATION

If you have any questions about these Terms, our practices, or your dealings with the Site, please contact us at info@monogramhealth.com or by postal mail at Monogram Health, Attn: Privacy Office, 5410 Maryland Way, Suite 400, Brentwood, TN 37027.