I. Introduction and Eligibility
This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. If we modify these Terms, we will notify you, and you will be required to accept such modified Terms as a condition to continuing using the Resiliens Service.
Binding Agreement. These Terms constitute a binding agreement between you and Resiliens, Inc. and its affiliates and subsidiaries (collectively "Resiliens," "we,," "us,"). "You" and "users" shall mean all visitors to the Resiliens Service, including individuals, clinicians, and clinicians' organization users. You accept these Terms each time you access the Resiliens Service. If you do not accept these Terms, you must not use the Resiliens Service.
Revisions to Terms. From time to time, we may change, modify, add, or remove portions of the Terms, and reserve the right to do so in our sole discretion. If we modify the Terms, we will make them available through the Resiliens Service, and indicate the date of the latest revision. We encourage users to review the Terms periodically for changes. In the event that the modifications materially alter your rights or obligations hereunder we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Resiliens Service for the first time after such material changes are made. All amended Terms automatically take effect 30 days after they made available through the Resiliens Service, except that (i) disputes between you and Resiliens will be governed by the version of the Terms that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to the Terms, you may terminate these Terms by ceasing use of the Resiliens Service. Your continued use of the Resiliens Service after revised Terms have become effective indicates that you have read, understood and agreed to the current version of the Terms.
The terms "post," and "posting," as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Resiliens Service.
"Health-Related Information," means all individually identifiable health information, including demographic information and information related to an individual's physical or mental health, the provision of health care to the individual, or the individual's payment for the provision of health care.
"Clinician," means a treatment professional with whom an individual has a patient-provider relationship outside of the Resiliens Service. Clinicians are not employees, independent contractors, or agents of Resiliens.
II. The Resiliens Service
The "Resiliens Service," means the websites located at https://www.resiliens.com, https://clinician.resiliens.com, https://www.resilify.org and any mobile application or Internet services under Resiliens's control, whether partial or otherwise, in connection with providing its services. The Resiliens Service provides a web and mobile platform for lifestyle, nutrition and eating disorder education and management so that individuals and clinicians can record and evaluate recovery goals and progress.
The Resiliens Service provides information, not medical, legal, or psychological advice, diagnoses, or treatment.
You assume full risk and responsibility for your use of information obtained through the Resiliens Service.
Informational Purposes Only. You acknowledge that all of the information and content on the Resiliens Service not provided by clinicians is provided "as is" for informational purposes only. Resiliens does not give medical, legal, or psychological advice, diagnoses, or treatment. The Resiliens Service may provide helpful Health-Related Information, but it is not intended to substitute for professional advice, diagnoses, or treatment, or your judgment. You assume full risk and responsibility for the use of or reliance on information you obtain from or through the Resiliens Service or from Resiliens.
Clinicians Must Treat Information Obtained through the Resiliens Service as Confidential Patient-Provider Communications. The Resiliens Service provides a service to allow individuals to post Health-Related Information and transmit it to clinicians and clinician's organizations. Clinicians, clinicians' organizations, and those acting on their behalf, agree to treat the information they obtain through the Resiliens Service as confidential patient-provider communications. Moreover, clinicians, clinicians' organizations, and those acting on their behalf, agree to treat such information in conformance with the clinicians' and clinicians' organizations' own policies and applicable law related to confidential patient-provider communications and Health-Related Information.
You are not a patient or client of Resiliens. Contact a professional for medical, legal, or psychological advice.
No Patient or Client Relationship with Resiliens. Your use of Resiliens Service does not create a patient or client relationship with Resiliens. You should consult with qualified health professionals who are familiar with your individual medical needs concerning your specific medical issues. Never disregard professional advice or delay in seeking it because of information you read on the Resiliens Service. If you think you may have a medical emergency, call your doctor or 911 immediately. We do not recommend or endorse any provider of health care or health-related products, tests, opinions, procedures, items, or services.
Communicating with Multiple Clinicians. You may be able to use the Resiliens Service to communicate with a single clinician or a group of clinicians. Your communications may be seen by those clinicians who are members of the group to which you are communicating. For example, if you are linked with three clinicians in the Resiliens Service and want to discuss a topic with two of them, you may send group communications to just those two. You agree to send messages to other users only when they are relevant to the purposes for using the Resiliens Service, and you agree not to send spam or harassing messages. You may be able to stop receiving messages through the Resiliens Service by severing your link with the other user.
III. Resiliens's Health-Related Information Practices
HIPAA Authorization to Clinicians Upon Request. Upon our request, you agree to provide Resiliens with a written or electronically signed authorization to release any Protected Health Information (as that term is defined in the Health Insurance Portability and Accountability Act of 1996) that you have posted to the Resiliens Service, so that we may electronically deliver or make such information available to clinicians and their organizations through the Resiliens Service in accordance with such written or electronically signed authorization. We may provide you with a form for such purposes.
Data Transfers at Your Request. We do not transfer Health-Related Information to third parties, other than clinicians and their organizations, our vendors and suppliers, and as otherwise required by applicable law. We may transfer Health-Related Information to third parties, including health plans, health-care clearinghouse, and others upon your request and the request of authorized individuals involved in your care. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.
Access, Amendment, and Accountings. We will facilitate any clinician's requirements under the Privacy Rule to give patients access and the ability to amend Health-Related Information posted to the Resiliens Service. We may also facilitate an accounting of disclosures as required by the Privacy Rule.
Department of Health and Human Services ("HHS") Audits. We may give HHS access to our internal practices, books, and records related to the use and disclosure of Health-Related Information for the purposes of determining compliance with the Privacy Rule.
The Resiliens Service retains the information you post to it for compliance and regulatory purposes and will cooperate with you regarding requests to delete information. We will provide you copies of Health-Related Information in electronic form if you decide to terminate your use of the Resiliens Service.
Termination of these Terms. At the termination of these Terms, at your request, we will provide you with a copy of Health-Related Information in an electronic form that is accessible through commercially available hardware and software. If feasible, we will also return or destroy all Health-Related Information you post to the Resiliens Service. If such return or destruction is not feasible, we will continue to abide by these Terms with respect to such information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that segregating Health-Related Information for removal from the Resiliens Service may be infeasible.
We will use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of Health-Related Information other than as provided for by these Terms.
Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of Health-Related Information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.
Security Incident. We will report to clinicians any discovered use or disclosure of Health-Related Information not provided for by these Terms, or when we determine that unauthorized access to Health-Related Information has occurred. We will cooperate reasonably with clinicians to investigate and mitigate any such breach and provide clinicians with the necessary information to make any legally required notification to individuals.
IV. Eligibility to Use the Resiliens Service
You must be over 18 years old or have the permission of a parent or guardian to use the Resiliens Service. You may not use the Resiliens Service if you are under 13 years old.
You may use the Resiliens Service on behalf of an organization as long as you are an authorized representative of that organization.
Children. No part of the Resiliens Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE Resiliens SERVICE AT ANY TIME OR IN ANY MANNER. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Resiliens Service.
Agent of a Company, Entity, or Organization. If you are using the Resiliens Service on behalf of a clinician, company, entity, or organization (collectively "Organization"), then you represent and warrant that you:
are an authorized representative of that Organization;
have the authority to bind that Organization to these Terms; and
agree to be bound by these Terms on behalf of that Organization.
V. Your Account
You are responsible for your log-in credentials and for keeping your information accurate.
You are responsible for any activity resulting from the use of your log-in credentials on the Resiliens Service.
You represent and warrant that the information you provide to the Resiliens upon the licensing of the Resiliens Service and at all other times will be true, accurate, current, and complete.
Your Log-In Credentials. To use the Resiliens Service, you will have log-in information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Resiliens Service and to preserve the confidentiality of your username and password, and any device that you use to access the Resiliens Service.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify the Resiliens by e-mail to info@Resiliens.co. You will be solely responsible for the losses incurred by the Resiliens and others due to any unauthorized use of your account.
Resiliens may communicate with you by email or posting notice on the Resiliens Service.
You agree to receive email from us at the email address you provided to us for customer service-related purposes.
VII. Resiliens's Content Ownership and Use
Resiliens owns or has rights to all of the content we make available through the Resiliens Service, but you may use it as you use the Resiliens Service. You cannot use our logo without our written permission.
The contents of the Resiliens Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Resiliens content (collectively, "Resiliens Content,"). All Resiliens Content and the compilation (meaning the collection, arrangement, and assembly) of all Resiliens Content are the property of Resiliens or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms, to access and use the Resiliens Service and the Resiliens Content solely for the personal, non-commercial use of the Resiliens Service, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Resiliens Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Resiliens Content on any copy you make of the Resiliens Content.
Resiliens Marks. Resiliens, the Resiliens logo, and other Resiliens logos and product and service names are or may be trademarks of Resiliens (the "Resiliens Marks,"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Resiliens Marks.
VIII. Intellectual Property Rights and Our License to Use It
You, or the people who allow you to use their content, own all of the content you post using the Resiliens Service. However, we may use it for any purpose, in connection with providing the Resiliens Service. We may also modify your content to make it work better.
It is very important that you have permission to use other people's content or they may be able to sue you for violating their legal rights.
Resiliens Claims No Ownership. The Resiliens Service may provide you with the ability to create, post, or share content ("Your User Content,"). Resiliens claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Resiliens Service. You are responsible for protecting those rights.
Clinicians' Use of Posted Content on the Resiliens Service. You may choose to make available Your User Content, including Health-Related Information, to clinicians and clinicians' organizations. By doing so, you grant the clinician and clinicians' organization a non-exclusive license to access or otherwise use Your User Content for medical diagnosis, treatment, and reporting purposes. Once Your User Content is made available to a clinician or clinician's organization, this license survives even when you delete Your User Content from the Resiliens Service or remove your link to the clinician or clinician's organization using the Resiliens Service.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Resiliens Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Resiliens Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Resiliens Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Resiliens Service. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
The Resiliens Service contains content from users and other Resiliens licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Resiliens Service.
NOTICE REGARDING APPLE. If you are using the Resiliens Service via a mobile application on an iOS-based device ("iOS App,"), you agree to and acknowledge that these Terms are an agreement between you and Company only, not with Apple, Inc. ("Apple,"), and Apple is not responsible for the iOS App and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Resiliens Service. In the event of any failure of the iOS App to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the iOS App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the iOS App. Apple is not responsible for addressing any claims by you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the iOS App and/or your possession and use of the iOS App infringe that third party's intellectual property rights. You agree to comply with any applicable third party terms, when using the iOS App. Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
IX. Copyright Policy
Tell us if you think a user has violated your copyright using the Resiliens Service, or if you think someone incorrectly reported that you violated his or her copyright.
The Digital Millennium Copyright Act of 1998 (the "DMCA,") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Resiliens Service infringe your copyright, you (or your agent) may send Resiliens a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Resiliens Service are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Resiliens to locate the material on the Resiliens Service;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may terminate the accounts and/or prevent content posting of users who repeatedly infringe copyright holders' copyrights. A "repeat infringer" is a user who, on more than two occasions, has been determined by final order of a United States court to have infringed the copyright rights of a third party by providing infringing content through the Resiliens Service.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Resiliens a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Resiliens Service should be sent to 3724 Redwood Cir, Palo Alto, CA 94306(info@Resiliens.co). Consult your legal advisor and see 17 U.S.C. " 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
X. Suggestions and Submissions
We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.
We appreciate hearing from our users and welcome your comments regarding the Resiliens Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials ("creative ideas,"), we shall:
own, exclusively, all now known or later discovered rights to the creative ideas;
not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XI. User Content Disclaimers, Limitations, and Prohibitions
You are responsible for your actions when using and relying on the Resiliens Service or content available on the Resiliens Service.
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users, including clinicians ("User Content,"). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Resiliens Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the Resiliens Service. Resiliens does not endorse any, nor is it responsible for, User Content on the Resiliens Service. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
Do not do bad things with the Resiliens Service, try to break it, or steal our hard work.
You agree to use the Resiliens Service only for its intended purpose. You must use the Resiliens Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Resiliens Service are prohibited. You may not:
attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Resiliens Service, user accounts, or the technology and equipment supporting the Resiliens Service;
frame or link to the Resiliens Service without permission;
use data mining, robots, or other data gathering devices on or through the Resiliens Service, unless specifically allowed by these Terms;
post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
harass, stalk, abuse, or post irrelevant or objectionable material;
sell, transfer, or assign any of your rights to use the Resiliens Service to a third party without our express written consent;
post advertising, marketing, or spam links or content, except as specifically allowed by these Terms (posting the same note more than once can be considered "spam" or "spamming");
use the Resiliens Service in an illegal way or to commit an illegal act in relation to the Resiliens Service or that otherwise results in fines, penalties, and other liability to Resiliens or others; or
access the Resiliens Service from a jurisdiction where it is illegal or unauthorized.
XII. Consequences of Violating These Terms
If you do not act acceptably, we may prohibit your use of the Resiliens Service.
We reserve the right to suspend or terminate your account and prevent access to the Resiliens Service for any reason, at our discretion. We reserve the right to refuse to provide the Resiliens Service to you in the future.
Resiliens may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Resiliens Service.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Resiliens Service.
XIII. Resiliens's Liability
We are not liable for the actions of users when they use the Resiliens Service. We may also change the Resiliens Service at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Resiliens Service or other websites.
Changes to the Resiliens Service. We may change, suspend, or discontinue any aspect of the Resiliens Service at any time, including hours of operation or availability of the Resiliens Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party, including clinicians and clinicians' organizations , with whom you interact using the Resiliens Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Resiliens of all claims, demands, and damages in disputes among users of the Resiliens Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Resiliens Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Resiliens Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Resiliens Service. Use the Resiliens Service at your own risk.
Third-Party Websites. The Resiliens Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Third-Party Functionality. The Resiliens Service may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties' terms and conditions.
We make no promises and disclaim all liability of specific results from the use of the Resiliens Service.
Released Parties Defined. "Released Parties," include Resiliens and its affiliates, officers, employees, agents, partners, licensors, clinicians, and clinician's organizations.
A. DISCLAIMER OF WARRANTIES
You use the Resiliens Service at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE Resiliens SERVICE IS AT YOUR SOLE RISK, AND THE Resiliens SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE Resiliens SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE Resiliens SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE Resiliens SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Resiliens SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE Resiliens SERVICE WILL MEET YOUR EXPECTATIONS AND, AND (IV) ANY ERRORS IN THE Resiliens SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Resiliens SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you involving the Resiliens Service. If you use the Resiliens Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR PERSONAL INJURY OR DEATH (EVEN IF Resiliens HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE Resiliens SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Resiliens SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Resiliens SERVICE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE Resiliens SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Resiliens SERVICE OR YOUR USE OF Resiliens CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Resiliens Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
XIV. General Terms
These Terms constitute the entire agreement between you and Resiliens concerning your use of the Resiliens Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
XV. Arbitration, Class Waiver, and Waiver of Jury Trial
We are located in California so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Resiliens Service.
These Terms and the relationship between you and Resiliens shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Resiliens agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Resiliens Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Palo Alto United States of America and California. You covenant not to sue Resiliens in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Resiliens Service or these Terms:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.