TERMS OF SERVICE

I. INTRODUCTION AND ACCEPTANCE

Please read these Terms of Service (“Terms”) carefully before using Patient Education Genius (henceforth "the CoherentRx Platform"). These Terms, including CoherentRx's Privacy Policy and Subscriber Agreement, govern the use of the CoherentRx Platform.

Binding Agreement

These Terms constitute a binding agreement between you and CoherentRx and its affiliates and subsidiaries (“CoherentRx,” “we,” “us”). “You” and “users” shall mean all healthcare professionals and their agents and patients who use the CoherentRx Platform. You accept these Terms when you register for, install, or use the CoherentRx Platform, by using our website at www.coherentrx.com, and each time you access the CoherentRx Platform thereafter. If you do not accept these Terms, you should not use the CoherentRx Platform.

Changes to the Terms

CoherentRx reserves the right to revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. The most current version of the Terms will supersede all previous versions. You are bound by these Terms and should visit this page periodically to review the most current Terms. Your continued use of the CoherentRx Platform after a change to these Terms constitutes your binding acceptance of these Terms.

Definitions

The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the CoherentRx Platform. This may include notes or drawings added by healthcare professionals, submissions to the support area, and Feedback System responses. “Health education materials” means all health information, including text, anatomy visuals, video, and audio and information explaining a state of physical or mental health. “Health-related information” means all health information, including, but not limited to, demographics and injury or condition descriptions, related to an individual patient. “Healthcare professional(s)” means an entity, group or individual that provides health-related services.

II. THE COHERENTRX PLATFORM

The “CoherentRx Platform” is defined as any computer or mobile application or software under CoherentRx's control, whether partial or otherwise, in connection with providing the services provided by CoherentRx. The CoherentRx Platform presents and disseminates health education materials to healthcare professionals and their employees, agents, and patients.

Medical Advice

CoherentRx does not give medical advice. The CoherentRx Platform may provide helpful information to assist in medical decision-making. The information and materials available through the CoherentRx Platform are for informational and educational purposes only and are not intended to serve as professional advice, diagnosis or treatment. You assume full risk and responsibility for the use of information you obtain from or through the CoherentRx Platform. Healthcare professionals will be solely responsible for the professional and technical services they provide. In addition, we do not recommend or endorse any provider of healthcare or health-related products, items, or services.

Third-Party Services

The CoherentRx Platform may include certain third-party software and services. Your use of such software or services may require that you enter into separate subscription or licensing agreements with third-party vendors and suppliers. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services.

No Third-Party Access

Except as required by law and described below, you will not permit any third party to have access to the CoherentRx Platform using your account. You may allow your employees to use the CoherentRx Platform on your behalf in compliance with these Terms. You are solely responsible for the use of the CoherentRx Platform by your employees and patients. We have no liability for the consequences to you or your employees or patients from your or their use of the CoherentRx Platform.

Account Access and Responsibility for Misuse by Other Users

You are fully responsible for all activities that occur under your account. By allowing employees and patients to access the CoherentRx Platform with your account, you are responsible for ensuring such employees and patients use the CoherentRx Platform for the purposes for which they are accessing it. You agree that we will not be responsible for any unlawful access to or use of the CoherentRx Platform by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.

Individuals' Consent for Data Collection and Use

You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the CoherentRx Platform.

Exporting Information from the CoherentRx Platform

You are solely responsible for any health education materials and health-related information exported from the CoherentRx Platform by you or the employees and patients that you allow access from your account.

Training and Compliance

You agree to train all employees on the use of the CoherentRx Platform, HIPAA or health privacy obligations, and the requirements of these Terms and ensure that they comply with.

Compulsory Information Disclosure

You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the CoherentRx Platform. You will cooperate fully with us in connection with any such demand.

III. COHERENTRX'S HEALTH-RELATED INFORMATION PRACTICES

CoherentRx voluntarily complies with the requirements of the “Privacy Rule” and “Security Rule” as defined by Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”).

Use and Disclosure

We may use and process the health-related information posted to the CoherentRx Platform for the proper management, provision, and administration of the CoherentRx Platform and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that CoherentRx may use and share de-identified health-related information to the fullest extent permitted by law.

Data Transfers at Your Request

We do not transfer health-related information to third parties, other than our vendors and suppliers. We may transfer patient health-related information to third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you and the users who are acting under your account. 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.

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 you 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.

Our Agents

We will ensure that any of our agents, suppliers, and vendors to whom we provide health-related information for purposes of assisting us in providing the CoherentRx Platform, agrees to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards.

Access, Amendment, and Accountings

We will facilitate your requirements under the Privacy Rule to give patients access and the ability to amend health- related information you posted to the CoherentRx Platform. We may also facilitate an accounting of disclosures as required by the Privacy Rule.

Department of Health and Human Services (“HHS”) Audits

We will 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 your compliance with the Privacy Rule.

Termination of these Terms

At the termination of these Terms 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 or your employees or patients post to the CoherentRx Platform. 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 CoherentRx Platform may be infeasible.

Security Rule

We will comply with the provisions of the HIPAA Security Rule that are made applicable to business associates. We will notify you of the discovery of any breach of health-related information that we store and we will cooperate reasonably with you to investigate and mitigate any such breach. We will provide you with the necessary information to make any legally required notification to individuals.

IV. ACCOUNT CREATION AND SECURE CREDENTIALS

You agree that if you create an account and use the CoherentRx Platform you are authorized to accept these Terms on behalf of yourself or the healthcare professional you represent. You agree that you have the authority to bind yourself or the healthcare professional your represent in legal agreements and contracts.

Owner of Account and Health-Related Information

The primary account holder (i.e., healthcare professional) holds the legal rights to the CoherentRx Platform account and the information posted to the CoherentRx Platform by yourself or employees.

Accurate Account Information

You agree to provide CoherentRx with account information that is true, accurate, current, and complete. You will ensure that this information is kept accurate and up-to-date at all times.

Identity Verification

You agree that we may take steps to verify your identity and credentials as a healthcare professional at any time. You agree that we may use and disclose information, including “Confidential Information,” about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the CoherentRx Platform at any time if we are unable at any time to determine or verify your qualifications or credentials.

Protecting Your Log-In Credentials

As a registered user, you will have log-in information, including a username and password. Your account is personal to yourself or the healthcare professional you represent, and you may not share your account and log-in information with, or allow access to your account by, any third party. You will be responsible for all activity that occurs under your account and access credentials. You agree to notify us immediately of any breach in secrecy of your log-in information or if you have reason to believe that your account has been accessed by a third party. You will be solely responsible for the losses incurred by CoherentRx and others (including patients) due to any unauthorized use of your account that takes place prior to notifying CoherentRx that your account has been compromised.

V. COMMUNICATIONS

You agree to receive electronic notices from us at the email address you provided for informational and customer service-related purposes including security, privacy, and administrative issues regarding your use of the CoherentRx Platform.

VI. CONTENT OWNERSHIP AND USE

The Content and compilation (i.e. the collection, arrangement, and assembly) of the CoherentRx Platform including, but not limited to, designs, text, graphics, images, video, information, logos, button icons, software, audio files, source codes, and other CoherentRx content (collectively, “CoherentRx Content”) are the property of CoherentRx or its Licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License to You

We grant you, subject to these Terms, the non-exclusive, non-transferable, right to use the CoherentRx Platform, solely for your own internal business purposes at our discretion. Any other use is expressly prohibited. The customer will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the CoherentRx Platform or the content provided within the Platform. This license is revocable at any time without notice and with or without cause. Unauthorized use of the CoherentRx 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 CoherentRx Content on any copy you make of the CoherentRx Content.

Trademarks

CoherentRx, the CoherentRx logo, and all related names, logos, product and service names, designs and slogans are or may be trademarks of CoherentRx (the “CoherentRx Marks”) or its affiliates or licensors. Display or use in any manner of the CoherentRx Marks is prohibited without written permission.

VII. CONFIDENTIAL INFORMATION

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the data you post to the CoherentRx Platform, not including health-related information; CoherentRx Confidential Information shall include the CoherentRx Platform, customer feedback, and information relating to the performance, reliability, or stability of the CoherentRx Platform, operation of the CoherentRx Platform, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information

The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

VIII. INTELLECTUAL PROPERTY RIGHTS AND YOUR LICENSE TO USE

CoherentRx Claims No Ownership

CoherentRx claims no ownership over the content you create, post, or share within the Platform {“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 CoherentRx Platform and are responsible for protecting those rights. Your User Content is non-confidential and non-proprietary.

CoherentRx's Use of Posted Content on the CoherentRx Platform

By creating, posting, or sharing Your User Content on or through the CoherentRx Platform, and subject to CoherentRx's Privacy Policy, you grant CoherentRx a perpetual, world-wide, non-exclusive, non-transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting CoherentRx and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. CoherentRx reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.

You Acquire No Ownership of Others' Content

You agree that as a result of using the CoherentRx Platform you will not obtain any right, title, or interest in or to such content delivered via the CoherentRx Platform or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

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 CoherentRx Platform 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 CoherentRx Platform 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 CoherentRx Platform does not result in a breach of contract between you and a third party. You are responsible for paying all royalties, fees, and any other monies owing any person by reason of content you post on or through the CoherentRx Platform. Except as mentioned otherwise within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the CoherentRx Platform.

IX. COPYRIGHT POLICY

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 that materials posted on the CoherentRx Platform infringe your copyright, you (or your agent) may send CoherentRx a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
  2. Identification of the copyrighted work, or in the case of multiple copyrighted works located on the CoherentRx Platform, a representative list of such works;
  3. Identification of the specific material claimed to be infringing or the subject of infringing activity. You must in clude sufficient information to allow CoherentRx to locate the material on the CoherentRx Platform;
  4. Contact information to reach the complaining party (e.g. name, address, telephone number, and email address, if available);
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not autho rized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complain ing party is authorized to act on behalf of the copyright owner.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send CoherentRx 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 CoherentRx Platform should be sent to support@CoherentRx.com. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

X. SUGGESTIONS AND SUBMISSIONS

CoherentRx welcomes your comments regarding the CoherentRx Platform. However, CoherentRx does not accept or consider creative ideas, suggestions, inventions, or materials (“Contributions”) unless specifically requested. While CoherentRx appreciates your feedback on our services, please be specific in your comments and do not submit Contributions. If you send CoherentRx Contributions, you agree that:

  1. CoherentRx shall own, exclusively, all now known or later discovered rights to the Contributions;
  2. CoherentRx will not be subject to any obligation of confidentiality, express or implied, and shall not be liable for any use or disclosure of any Contributions;
  3. CoherentRx shall be entitled to use the Contributions in any way for any purpose whatsoever, commercial or otherwise;
  4. CoherentRx may have something similar to the Contributions already in consideration or development; and
  5. You or any other person is not entitled to compensation or reimbursement of any kind from CoherentRx under any circumstances.

XII. USER CONTENT DISCLAIMERS, LIMITATIONS, AND PROHIBITIONS

We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.

A. Prohibited CoherentRx Platform and Content Uses

As a user of a CoherentRx product, you agree to use the Platform only for its intended purpose and in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the CoherentRx Platform and all content accessed through the Platform are prohibited. You may not:

  1. duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or other wise transfer information found on the Platform, excluding content posted by you;
  2. use manual or automated software, devices, scripts robots, or other data-gathering means or processes on the CoherentRx Platform
  3. attempt to or actually remove, disable, damage, circumvent, or otherwise interfere with the security of the Co herentRx Platform;
  4. interrupt, destroy, or limit the proper functionality of the CoherentRx Platform;
  5. gain unauthorized access to the CoherentRx Platform or computers linked to the CoherentRx Platform;
  6. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Platform, or any part thereof;
  7. frame the CoherentRx Platform without permission;
  8. attempt to or actually submit a virus to the CoherentRx Platform;
  9. take any action imposing an unreasonable or disproportionately large load on CoherentRx's infrastructure;
  10. intercept, examine, or otherwise observe any proprietary communications with the CoherentRx Platform or facilitate, create, or maintain any unauthorized connection to the CoherentRx Platform;
  11. gain or attempt to gain unauthorized access to other users' accounts;
  12. sell, transfer, or assign any of your rights to use the CoherentRx Platform to a third party without our express written consent;
  13. use an account that has been sold, transferred, or assigned to you from a CoherentRx Platform user without our express written consent;
  14. use the CoherentRx Platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to CoherentRx or others;
  15. use the CoherentRx Platform for actions involving illegal activities or what CoherentRx reasonably believes to be potentially fraudulent activity;
  16. use the CoherentRx Platform in an illegal way or to commit an illegal act;
  17. access the CoherentRx Platform from a jurisdiction where it is illegal, unauthorized, or penalized;
  18. create multiple registrations, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without CoherentRx's prior consent; or
  19. control another account if an account controlled by you has previously performed these activities or otherwise breached these Terms resulting in account suspension or termination.

B. Prohibition of Certain User-Provided Information

You are fully responsible for Your User Content posted to the CoherentRx Platform and assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. CoherentRx does not endorse any, nor are we responsible for, User Content on the CoherentRx Platform. The following requirements apply to Your User Content. You may not:

  1. post information on behalf of another person or entity without their consent;
  2. post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity;
  3. post information that is likely to deceive any person;
  4. harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
  5. disclose personal information about another person;
  6. post links, advertisements, or other content from competitors' websites;
  7. post any franchise, pyramid scheme, or similar information;
  8. infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  9. violate the legal right (including the rights of publicity and privacy) of others or post content that contains any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

XIII. CONSEQUENCES OF VIOLATING THESE TERMS

We reserve the right to suspend or terminate your account and prevent access to the CoherentRx Platform for any reason, at our discretion. We reserve the right to refuse to provide the CoherentRx Platform to you in the future.

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 CoherentRx Platform.

XIV. COHERENTRX'S LIABILITY

Changes to the CoherentRx Platform

We may change, suspend, or discontinue any aspect of the CoherentRx Platform at any time, including hours of operation or availability of the CoherentRx Platform or any feature, without notice or liability.

User Disputes

We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the CoherentRx Platform, including payment processors and speech-to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the CoherentRx Platform. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release CoherentRx of all claims, demands, and damages in disputes among users of the CoherentRx Platform. You also agree not to involve us in such disputes. Use caution and common sense when using the CoherentRx Platform.

Reliance on Information Posted

The information presented on or through the CoherentRx Platform is made available solely for general information purposes. We do not warrant the accuracy, timeliness, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Platform or by anyone who may be informed of any of its content.

This Platform includes content provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by CoherentRx, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of CoherentRx. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Released Parties Defined

“Released Parties” include CoherentRx and our affiliates, officers, employees, agents, partners, and licensors.

A. DISCLAIMER OF WARRANTIES YOUR USE OF THE COHERENTRX PLATFORM IS AT YOUR OWN RISK. THE COHERENTRX PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COHERENTRX NOR ANY PERSON ASSOCIATED WITH COHERENTRX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER COHERENTRX NOR ANYONE ASSOCIATED WITH COHERENTRX REPRESENTS OR WARRANTS THAT THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. B. LIMITATION OF LIABILITY AND INDEMNIFICATION LIMITATION ON LIABILITY IN NO EVENT WILL COHERENTRX, ITS AFFILIATES OR THEIR LICENSORS, PLATFORM PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless CoherentRx, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Content, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

XV. GENERAL TERMS

These Terms constitute the entire agreement between you and CoherentRx concerning your use of the CoherentRx Platform. 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.

XVI. GOVERNING LAW AND JURISDICTION

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan (although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

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 Service or this Agreement:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND
  • 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.