Terms and Conditions
Effective Date: July 15, 2020
These Terms and Conditions (these “Terms”) govern your access to and use of the website at https://www.Timedhealth.com (the “Website”) operated by Timed Health, Inc. (“Timed Health”, “we”, “us” or “our”), and constitute a binding legal agreement between you and us. Note that Section 10 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
By accessing or using the Website, you agree to these Terms. If you do not agree with these Terms, including the mandatory arbitration provision and class action waiver in Section 10, you are not authorized to access or use the Website for any purpose. Eligibility.
The Website is not targeted toward or intended for use by anyone under the age of 18. By using the Website, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Website, or engaged in any activity that could result in suspension or removal from the Website, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. If you are accessing or using our Website on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
Appropriate Use of the Website.
You agree to use the Website in accordance with all applicable local, state, national and foreign laws, treaties, and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Website.
In addition, without limitation, you will not, directly, or indirectly, do any of the following while using or accessing the Website:
Use our Website in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Website or that could damage, disable, overburden, or impair the functioning of our Website in any manner.
Reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website.
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Website that you are not authorized to access.
Develop or use any third-party applications that interact with our Website without our prior written consent, including any scripts designed to scrape or extract data from our Website.
Bypass or ignore instructions contained in our robots.txt file, accessible here https://www.Timedhealth.com, that controls automated access to portions of our Website; or use our Website for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
We may change the Website, and the Timed Health Content (defined below) at any time. We may discontinue offering our Website, and we may suspend or terminate your right to use our Website at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.
All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Website or our termination of the Website. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated, or cancelled, respectively.
Intellectual Property; Limited License
The Website, and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Timed Health Content”) are owned by or licensed to Timed Health and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Timed Health and our licensors reserve all rights in and to our Website and the Timed Health Content.
Timed Health hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Website and the Timed Health Content; provided, however, that such license is subject to these Terms and does not include any right to (a) sell, resell our Website or the Timed Health Content; (b) copy, reproduce, distribute, publicly perform or publicly display Timed Health Content, except as expressly permitted by us or our licensors; (c) modify the Timed Health Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Website and the Timed Health Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Website and the Timed Health Content other than for their intended purposes. Any use of our Website and the Timed Health Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Links to Third Parties
The Website may include links to third-party websites, resources, and advertisements (collectively, “Third Party Sites”). We are not responsible or liable for the availability or accuracy of, and Timed Health does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from such Third-Party Sites. Your use of Third-Party Sites is at your own risk, and Timed Health and its affiliates will not be liable for any of losses arising out of or relating to Third Party Sites.
Disclaimer of Warranties
Timed Health is not itself a provider of health care services, and any healthcare providers that you interact with via the Website are not acting as employees or agents of Timed Health. Timed Health is not a medical provider or telehealth service as such terms may be defined under state or federal laws.
Your use of the Website and Timed Health Content is at your sole discretion and risk. The services and Timed Health Content are provided on an “as is” and “as available” basis without warranties of any kind. Timed Health and its licensors and affiliates expressly disclaim all warranties of any kind, express, implied, or statutory, relating to the Website and Timed Health content, including without limitation the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing, or course of performance.
We make no representations concerning, and do not guarantee, (a) the security, accuracy, reliability, timeliness and performance of the Website, including, but not limited to, any Timed Health Content or its applicability to your individual circumstances, or (b) that the Website will be error free or that any errors will be corrected. Our Website and Timed Health Content are developed for use in the United States and Timed Health and its licensors and affiliates make no representation or warranty concerning the Website or Timed Health Content when they are used in any other country.
No advice or information provided to you by Timed Health will create any warranty that is not expressly stated in these Terms. Some jurisdictions do not permit us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you. In such event the exclusions will apply to the fullest extent permitted under applicable law.
Limitation of Liability
In no event will Timed Health, Timed Health’s licensors, affiliates, and our respective owners, directors, officers, employees, contractors, agents and representatives, (collectively, “Timed Health Parties”) be liable to you for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of data or lost profits, whether in an action in contract, tort (including but not limited to negligence) or otherwise, including but not limited to any damages caused by or resulting from reliance on information obtained through the Website or from the conduct of you or anyone else (including but not limited to bodily injury, death or property damage), whether online or offline, arising out of or in connection with your use of the Website, or the Timed Health Content, whether the damages are foreseeable and whether or not Timed Health has been advised of the possibility of such damages in advance.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND THE TIMED HEALTH CONTENT, IS TO STOP USING THE WEBSITE. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute the Timed Health Parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory.
Some jurisdictions do not permit us to limit our liability in these ways, so it is possible that these limitations will not apply to our agreement with you. In such event the limitations will apply to the fullest extent permitted under applicable law. Indemnification.
You will indemnify, defend, and hold harmless the Timed Health Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to (i) your access to or use of the Website or the Timed Health Content, (ii) your violation of any of the provisions of these Terms and (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. Timed Health reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
To the fullest extent permitted by applicable law, you release Timed Health and the other Timed Health Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Dispute Resolution; Binding Arbitration
Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with Timed Health and limits the manner in which you can seek relief from us.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Timed Health agree (a) to waive your and Timed Health’s respective rights to have any and all Disputes arising from or related to these Terms, or the Website, resolved in a court, and (b) to waive your and Timed Health’s respective rights to a jury trial. Instead, you and Timed Health agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court) under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
No Class Arbitrations, Class Actions or Representative Actions
You and Timed Health agree that any Dispute arising out of or related to these Terms or the Website is personal to you and Timed Health, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Timed Health agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Timed Health agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.
Federal Arbitration Act You and Timed Health agree that these Terms affect interstate commerce and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
If any term, clause or provision of this Section 10 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in Section 10.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by writing to: Timed Health Executive Offices 4894 Sparks Boulevard Sparks NV 89436. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 11.
Governing Law; Venue
These Terms and our relationship with you will be governed by the laws of the State of Delaware, excluding its choice of laws rules. You and Timed Health each irrevocably agrees that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis exclusively in the state or federal courts located in Sussex County, Delaware. You and Timed Health each irrevocably consents to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Timed Health agree that Timed Health may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. 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 the Terms remain in full force and effect.
Use of the Website is intended solely for residents of the United States. The Website may contain content, services, or information otherwise not accessible or valid in your country. Access to the Website from outside the United States is at your own risk, and Timed Health does not take responsibility for your use of the Website. Any offer for any service made on the Website is void where prohibited by law.
The Website may contain typographical errors or other inaccuracies and may not be complete or current. Timed Health reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you.
These Terms, along with any additional terms and conditions incorporated herein, constitute the entire agreement between you and us relating to our Website and the Timed Health Content, replacing any prior or contemporaneous agreements, whether written or oral. We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to our Website. Your continued use of our Website will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.
The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of these Terms are for convenience only and will have no legal or contractual effect.
If you have any questions concerning our Terms, please contact us at: firstname.lastname@example.org