Terms of Use

Your access and use of the Proveo Health website located at www.proveohealth.com (the “Site”), the Proveo Health mobile application (the “App”), and features, products and services provided by Proveo, Inc. (“Proveo Health,” “we,” “us,” or “our”) through the Site or the App, but excluding any software, products or services provided by Proveo Health under a separate written agreement, (individually and collectively, the “Service”) is subject to the terms and conditions in this Terms of Use (this “ToU”).

THE CONTENTS OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY TEXT, GRAPHICS, IMAGES, AND OTHER MATERIAL (COLLECTIVELY, THE “CONTENT”), ARE FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. WE ARE NOT A HEALTHCARE OR MEDICAL DEVICE PROVIDER, AND NEITHER THE SERVICE NOR THE CONTENT SHOULD BE CONSIDERED MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR THE APP OR OTHERWISE OBTAINED THROUGH THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR GO TO YOUR NEAREST EMERGENCY ROOM.

By agreeing to this ToU, including by a click-through or other agreement or by using any aspect of the Service, you expressly acknowledge that you have read this ToU and agree to all of its terms and conditions. You represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you are using the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this ToU. You further agree to receive all communications, agreements, and notices that we provide in connection with the Service electronically, including by e-mail, SMS text message, or by posting them on the Site or through the Service. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You must agree to this ToU in order to use the Service, and if you do not accept this ToU then you may not use any aspect of the Service.

This ToU contains important language governing your use of the Service. It addresses, among other things, information about how we provide the Service, how we or you may terminate the Service, the requirements imposed on you when managing your account and how we handle disputes (which are handled by binding arbitration in most cases).

1. ToU Updates.

Proveo Health may update this ToU at any time, and Proveo Health will post the updated version of this ToU on the Site and/or the App. You understand and agree that you will be deemed to have accepted the updated ToU if you use any aspect of the Service after the updated ToU is posted. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Service. If Proveo Health makes any material change to this ToU, we will make reasonable efforts to notify you of the change, such as by sending an email to the address associated with your account, through a pop-up window on the App, or other similar mechanism. Disputes arising under this ToU will be resolved in accordance with the version of the ToU in place at the time the dispute arose. We encourage you to review this ToU frequently to stay informed of the latest modifications.

2. Provision of the Service.

You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Service. You acknowledge and agree that Proveo Health may make changes to any aspect of the Service at any time without notifying you in advance.

3. Termination of Service.

Proveo Health reserves the right to deny service to any person or entity at Proveo Health’s sole and absolute discretion. You acknowledge and agree that Proveo Health may stop providing any aspect of the Service or restrict your use of the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if Proveo Health suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If Proveo Health disables your access to your account, you may be prevented from accessing the Service, your account details or any materials contained in your account.

4. Accounts and Security.

4.1.             Account.

To access certain aspects of the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to Proveo Health will be correct, accurate and up to date.

4.2.             Account Security.

Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password and for all activities that are conducted via your account. You agree to notify Proveo Health immediately if you become aware of any unauthorized use of your password or of your account.

4.3.             Account Sharing or Transfers.

Accounts are registered to you personally and may not be transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.

4.4.             Cancellation by You.

You have the right to cancel your account at any time. You may cancel your account by following the cancellation instructions on the Site.

4.5.             Termination by Proveo Health.

Proveo Health may at any time terminate your account at any time for any reason or no reason, including if:

a.       Proveo Health determines that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Proveo Health;

b.       Proveo Health determines it is required by law to terminate your account; or

c.       Proveo Health decides to stop providing the Service or critical portions of the Service.

4.6.             Effect of Account Termination or Cancellation.

If you voluntarily terminate your account, you may reactivate that account at any time by contacting us at rhsu@proveohealth.com. Accounts terminated by Proveo Health for any type of abuse including, without limitation, a violation of this ToU, may not be reactivated for any reason.

5. Use Requirements.

5.1.             License Grant.

Subject to the terms and conditions of this ToU, Proveo Health hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to use the Service and to download, install and use the App solely in connection with your use of the Service on compatible devices owned or controlled by you, all of which may only be used in accordance with this ToU and any other rules, restrictions or documentation set forth by Proveo Health from time to time.

5.2.             Updates.

Proveo Health may require that you download and install updates to the App from time to time. You acknowledge and agree that Proveo Health may update the Service from time to time with or without notifying you, and may add or remove features or functions to the Service at any time in its sole discretion. You acknowledge and agree that Proveo Health has no obligation to make the Service available to you, make any subsequent versions of the Site available to you or to continue to support the Service in any way. You acknowledge that your access to the Service may not be continuous, features may change during your use of the Service, and Proveo Health may terminate your access to the Service or stop offering the Service at any time.

6. Restrictions and Conditions of Use.

6.1.             Use of the Service.

Proveo Health permits you to view and use the Service solely for your own personal use in accordance with the intended use of the Service. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Service. Proveo Health reserves the right to add or remove information, content or Services from the Site at any time at its sole discretion.

6.2.             Accessing the Service.

You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or the App. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).

6.3.             No Violation of Laws.

You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

6.4.             Use Restrictions.

You may not connect to or use the Service in any way that is not expressly permitted by this ToU.

a.       Without limiting the generality of the foregoing, you agree that you will not: (i) remove any proprietary notices from the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Proveo Health; or (iv) make any false, misleading or deceptive statement or representation regarding Proveo Health or the Service.

b.       Without limiting the generality of the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person’s or entity’s use of the Service (or any servers, systems or networks connected to the Service); (ii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other Users, or any servers, systems or networks connected to the Service; (iii) use the Service for any commercial purpose unless consistent with this ToU and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with Proveo Health; (iv) use the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.

c.       Without limiting the generality of the foregoing, you agree that you will not use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Proveo Health in its sole discretion.

6.5.             No Data Mining or Harmful Code.

You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other account holders or other data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, any aspect of the Service.

6.6.             Violation of this ToU.

You acknowledge and agree that you are solely responsible, and Proveo Health has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Proveo Health may immediately terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in this Section 6 or any other terms of this ToU.

7. Links. 

7.1.             Links from the Service.

The Service may contain links to websites operated by independent third parties. Proveo Health provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Proveo Health and Proveo Health is not responsible for the content available on the other websites or services. Such links do not imply Proveo Health’s endorsement of information or material on any other website and Proveo Health disclaims all liability with regard to your access to and use of such linked websites. You understand and acknowledge that your access and use of linked websites and the services provided through these websites is governed by the terms of service and other agreements posted on such websites.

7.2.             Links to the Service.

Unless otherwise set forth in a written agreement between you and Proveo Health, you must adhere to Proveo Health’s linking policy as follows: (a) the appearance, position and other aspects of any link to the Site may not be such as to damage or dilute the goodwill associated with Proveo Health’s or its licensors’ names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Proveo Health; and (c) when selected by a User, the link to the Site must display the Site on full-screen and not within a “frame” on the linking website. Proveo Health reserves the right to revoke its consent to the link at any time and in its sole discretion.

8. Intellectual Property.

8.1.             Trademarks.

The Proveo Health name and logo are trademarks and service marks of Proveo Health. Unless permitted in a separate written agreement with Proveo Health, you do not have the right to use any of Proveo Health’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.

8.2.             Ownership.

You acknowledge and agree that Proveo Health, or its licensors, owns all right, title and interest in and to the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Proveo Health has designated as confidential and you agree not to disclose such information without Proveo Health’s prior written consent.

8.3.             Feedback.

You may choose to, or Proveo Health may invite you to, submit comments, bug reports, ideas or other feedback about the Site and the Service (“Feedback”). By submitting Feedback, you agree that Proveo Health is free to use such Feedback at its discretion without any obligation to you. Proveo Health may also choose to disclose Feedback to third parties. You hereby grant Proveo Health a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights.

9. Privacy Policy.

By accepting this ToU or using any aspect of the Service, you represent that you have read and consent to our Privacy Policy[A1]  in addition to this ToU. Proveo Health may revise the Privacy Policy at any time, and a link to the new versions will be posted on the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the Service. By using the Service, you agree to the then-current versions of the ToU and Privacy Policy, which will be posted on the Site.

10. Location.

The Service is operated by Proveo Health in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.

11. Submitted Content.

Proveo Health does not claim ownership of any communications made using the Service or materials submitted or made available through the Service (“Submitted Content”). With respect to all of your Submitted Content, you grant Proveo Health a perpetual, irrevocable, non-terminable, transferable, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of the Submitted Content, provided it is depersonalized, in connection with the Service and Proveo Health’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 11.

12. Children.

The Service is not directed toward persons under 13 years of age, and Proveo Health does not knowingly collect information from persons under 13 or allow them to create an account or access account features. If you are under the age of 13, please do not submit any personal information about yourself to Proveo Health.

13. Disclaimer of Warranties.

13.1.          YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

13.2.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVEO HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

13.3.          PROVEO HEALTH MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE.

13.4.          THE INCLUSION OR OFFERING OF ANY PRODUCTS, SERVICES, MATERIALS, INFORMATION OR DATA ON OR THROUGH THE SITE, THE APP, OR THE SERVICE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS, SERVICES, MATERIALS, INFORMATION OR DATA BY PROVEO HEALTH.

13.5.          PROVEO HEALTH DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

13.6.          YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

14. Limitation of Liability;
SOLE AND EXCLUSIVE REMEDY.

14.1.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVEO HEALTH AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:

a.       ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON REVIEWS AND OPINIONS APPEARING ON THIS WEBSITE), EVEN IF PROVEO HEALTH OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;

b.       THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR

c.       THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.

14.2.          THE CONTENT MADE AVAILABLE THROUGH THE SERVICE IS PROVIDED BY THIRD-PARTIES AND NOT BY AGENTS OR EMPLOYEES OF PROVEO HEALTH. PROVEO HEALTH IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE OR MISCONDUCT OF ANY SUCH THIRD PARTIES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM OR OTHERWISE ARISING FROM YOUR USE OF OR RELIANCE UPON ANY CONTENT OR OTHER ASPECT OF THE SERVICE.

14.3.          WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF PROVEO HEALTH OR ANY OF THE RELATED PARTIES EXCEED, IN THE AGGREATE FOR ALL CLAIMS, THE GREATER OF (a) ANY FEES PAID TO PROVEO HEALTH DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR (b) ONE HUNDRED DOLLARS ($100).

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Proveo Health and the Related Parties shall be limited to the fullest extent permitted by law.

15. Indemnification.

You agree to defend, indemnify and hold Proveo Health and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Service; or (b) your breach of this ToU or any other policies that Proveo Health may issue for the Service from time to time. You further agree to cooperate as required by Proveo Health in the defense of any claim. Proveo Health reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Proveo Health.

16. Governing Law; Jurisdiction.

This ToU is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Proveo Health agree that, except as otherwise provided in Section 17 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Proveo Health shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

17. Binding Arbitration.

17.1.          Arbitration Procedures.

You and Proveo Health agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to this ToU (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the terms in this Section 17 will control and prevail.

Except as otherwise set forth in Section 17.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Proveo Health will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and Proveo Health may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

17.2.          Location.

The arbitration will take place in Los Angeles, California, unless the parties agree to video, phone or internet connection appearances.

17.3.          Limitations.

You and Proveo Health agree that any arbitration shall be limited to the Claim between Proveo Health and you individually. YOU AND PROVEO HEALTH AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

17.4.          Exceptions to Arbitration.

You and Proveo Health agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Proveo Health’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

17.5.          Arbitration Fees.

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

17.6.          Severability.

You and Proveo Health agree that if any portion of this Section 17 is found illegal or unenforceable (except any portion of Section 17.4), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 17.4 is found to be illegal or unenforceable then neither you nor Proveo Health will elect to arbitrate any Claim falling within that portion of Section 17.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, California, United States of America, and you and Proveo Health agree to submit to the personal jurisdiction of that court.

18. Notice Regarding App Stores.

To the extent that you are using our mobile applications that you downloaded through a third party’s App store, you further acknowledge and agree to the terms of this Section 18. You acknowledge that this ToU is between you and Proveo Health only, not with the owner or operator of the App store (the “App Store Provider”), and the App Store Provider is not responsible for the App or the Service and the content thereof.

18.1.          The App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App or the Service. In the event of any failure of the App or Service to conform to any applicable warranty, you may notify the App Store Provider and the App Store Provider will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App or the Service.

18.2.          The App Store Provider will not be responsible for addressing any claims by you or any third party relating to the App or the Service or your possession and/or use of the App or the Service, including, but not limited to (a) product liability claims; (b) any claim that the App or the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

18.3.          The App Store Provider will not be responsible for the investigation, defense, settlement and discharge of any third-party claim that the App or the Service and/or your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the App or the Service. You acknowledge and agree that the App Store Provider and its subsidiaries are third-party beneficiaries of this ToU, and upon your acceptance of this ToU, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this ToU against you as a third-party beneficiary of this ToU.

18.4.          You hereby represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

19. General.

19.1.          ToU Revisions.

This ToU may only be revised in a writing signed by Proveo Health, or published by Proveo Health on the Site.

19.2.          No Partnership.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Proveo Health as a result of this ToU or your use of the Service.

19.3.          Assignment.

Proveo Health may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without Proveo Health’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

19.4.          Severability.

If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.

19.5.          Attorneys’ Fees.

In the event any litigation or arbitration is brought by either party in connection with this ToU, except as otherwise provided in Section 17.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

19.6.          No Waiver.

Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Proveo Health of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

19.7.          Notices.

All notices given by you or required under this ToU shall be in writing and sent to rshu@proveohealth.com.

19.8.          Export Administration.

You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.

19.9.          Equitable Remedies.

You acknowledge and agree that Proveo Health would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.

19.10.      Entire Agreement.

This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and Proveo Health with respect to the Service and supersedes any and all prior agreements between you and Proveo Health relating to the Service.