Last updated October 30, 2022

1. Acceptance.

1.1. Scope. These terms of use are entered into by and between You and HealthDBI, LLC (“HealthDBI”, “we”, or “us”). The following terms and conditions, together with any other documents expressly incorporated by reference (collectively, the “Terms of Use”), govern (i) Your access to and use of www.HealthDBI.com and the content and functionality offered on or through www.HealthDBI.com (collectively, the “Website”), and (ii) Your use of HealthDBI’s proprietary, hosted service data base product (the “Services”) and the all associated documentation (if any) (the “Documentation” and, together with the Services, the “Product”). The effective date of these Terms of Use as to your use of the Website, Services, or the Product is the date that you first accept or agree to these Terms of Use.

1.2. Eligibility. THIS WEBSITE, SERVICES, AND THE PRODUCT ARE OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER. IF YOU ARE UNDER AGE 18 YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SERVICES, AS WELL AS HAVE HIM OR HER READ AND AGREE TO THESE TERMS. BY USING THE WEBSITE, SERVICES, AND/OR THE PRODUCT, YOU REPRESENT, ACKNOWLEDGE, AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT MEET THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE, SERVICES, AND/OR THE PRODUCT. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY, BUSINESS, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE ANY OF THE SERVICES, THE PRODUCT, AND/OR THE WEBSITE. AS A COMPANY, BUSINESS, OR OTHER LEGAL ENTITY, YOU AGREE TO THESE TERMS OF USE ON BEHALF OF YOUR ENTITY AND ALL AUTHORIZED USERS UNDER YOUR ACCOUNT, WHETHER INTERNAL OR EXTERNAL, AND YOU ARE RESPONSIBLE FOR SUCH AUTHORIZED USERS AND THEIR COMPLIANCE WITH THESE TERMS OF USE. YOU ARE RESPONSIBLE FOR ENSURING THAT ALL OF YOUR AUTHORIZED USERS, WHETHER INTERNAL OR EXTERNAL, UNDERSTAND THESE TERMS OF USE AND AGREE TO ABIDE BY THESE TERMS OF USE. ANY BREACH OF THESE TERMS OF USE BY ANY OF YOUR AUTHORIZED USERS WILL BE DEEMED A BREACH BY YOU. IF YOU ARE AN ACCOUNT ADMINISTRATOR FOR A COMPANY, BUSINESS, OR OTHER LEGAL ENTITY, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS TO PROVIDE US WITH ANY PERSONAL DATA, IF ANY, OF YOUR AUTHORIZED USERS UNDER YOUR ACCOUNT.

1.3. Binding. READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE, THE SERVICES, OR THE PRODUCT. BY USING THE WEBSITE, SERVICES, OR THE PRODUCT, INDICATING YOUR AGREEMENT TO THESE TERMS OF USE, OR CLICKING THE “I AGREE TO THE TERMS OF USE” CHECKBOX, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY AND WHERE APPLICABLE THE STANDARD CONTRACTUAL CLAUSES (“SCC Agreement”), WHICH ARE INCORPORATED HEREIN BY REFERENCE AND AVAILABLE AT HERE for transfers from the United Kingdom, the European Union and Switzerland. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, DO NOT CLICK THE “I AGREE TO THE TERMS OF USE” CHECKBOX AND DO NOT ACCESS OR USE THE WEBSITE, SERVICES, OR THE PRODUCT OR ANY INFORMATION CONTAINED THEREON. BY USING THE WEBSITE, SERVICES, AND/OR PRODUCT OR BY CLICKING THE “I AGREE TO THE TERMS OF USE” CHECKBOX, YOU SHALL BE DEEMED TO BE AGREEING TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS WEBSITE AT ANY TIME. WE CAN CHANGE THESE TERMS OF USE AT ANY TIME BY POSTING UPDATED TERMS OF USE ON THE WEBSITE AND BY SENDING YOU AND/OR YOUR AUTHORIZED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THE WEBSITE, SERVICES, AND/OR THE PRODUCT. IF YOU DO NOT CEASE USING THE WEBSITE, SERVICES, AND/OR THE PRODUCT, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH HealthDBI ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. Website Terms.

2.1. Ownership. The Website and all of its content, features, and functionality (including, but not limited to, all information, software text, displays, images, video, and audio, and the design and arrangement thereof) are owned by HealthDBI, its licensors, or other providers of such material and are all protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. HealthDBI, its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of HealthDBI or its affiliates or licensors. You must not use such marks without the prior written permission of the HealthDBI. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

2.2. Use of Website. These Terms of Use allow You to use the Website for Your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the material on our Website; provided that You may print or download one copy of such materials for Your own personal, non-commercial use and not for further reproduction, publication, or distribution. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, Your right to use the Website will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by HealthDBI. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

2.3. Jurisdiction. HealthDBI is based in the United States. We make no claims that the Services, Product, or the Website or any of their content is accessible or appropriate outside of the United States. Access to the Website, Product, or the Services may not be legal by certain persons or in certain countries. If You access the Website, Product, or the Services from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.

2.4. Changes. We reserve the right to withdraw or amend the Website, the terms and conditions upon which You may be able to access the Website, and any services, features, or material we provide on the Website, in our sole discretion and without providing notice to You. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users for any reason at all. HealthDBI may add new services, features, or material for a fee and may add or amend fees for existing services, features, or material, at any time in our sole discretion. If You choose to purchase the additional services, features, functionality, content, or material, You agree to the pricing and payment terms that may be displayed when You make such purchase, as we may update them from time to time.

2.5. Access Credentials. You may need a username and password to login into the Website and to use certain functions and portions within the Website, including the Product and Services. You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security.

2.6. Prohibitions. You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to:

• use the Website, Product, or Services in any way that violates any applicable federal, state, local, or international law or regulation;
• use the Website, Product, or Services to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
• use the Website, Product, or Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, Product, or Services, or which, as determined by us in our sole discretion, may harm HealthDBI or users of the Website, Product, or Services or expose them to liability;
• use the Website, Product, or Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, Product, or Services, including their ability to engage in real time activities through the Website, Product, or Services;
• use any robot, spider, or other automatic device, process, or means to access the Website, Product, or Services for any purpose, including monitoring or copying any of the material on the Website;
• use any manual process to monitor or copy any of the material on the Website, Product, or Services or for any other unauthorized purpose without our prior written consent;
• use any device, software, or routine that interferes with the proper working of the Website, Product, or Services;
• introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
  ◦ contains any material that is deceptive, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  ◦ promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  ◦ infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
  ◦ violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
  ◦ promotes any illegal activity, or advocate, promote, or assist any unlawful act;
  ◦ causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; or
  ◦ impersonates any person, or misrepresent Your identity or affiliation with any person or organization.

2.7. Third Party Materials. Information and other content provided by third party licensors and suppliers to HealthDBI (“Third Party Content”) is, in each case, the copyrighted and/or trademarked work of the owner of such Third Party Content. You acknowledge and agree that You have no right to download, cache, reproduce, modify, display, edit, alter or enhance any of the Third Party Content in any manner unless You have permission from the owner of the Third Party Content. The Website contains links to other sites and resources provided by third parties and such links are provided for Your convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third party websites linked to the Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

3. The Services, Product, and Data.

3.1. License. All rights, title and interest in and to the Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of HealthDBI or its licensors. Nothing herein shall give or be deemed to give You any right, title or interest in or to the same except as expressly provided in this Agreement. HealthDBI reserves all rights not expressly granted herein. Subject to and conditioned on Your and Your Authorized Users’ compliance with the terms and conditions of these Terms of Use, We hereby grant You a non-exclusive, non-transferable right during the applicable Subscription Term (as defined below) (i) to access and use the Product, (ii) to use all associated Documentation in connection with such authorized use of the Services, and (iii) to make one copy of the Documentation solely for archival and backup purposes; in each case, solely for use by You and/or Your Authorized Users in accordance with the terms and conditions herein. Such use is limited to Your internal business use. The total number of Authorized Users will not exceed the number provided under the Service Plan (as defined below) purchased, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder. For purposes of these Terms of Use, “Authorized Users” means Your employees, consultants, contractors, and agents (a) who are authorized by You to access and use the Product under the rights granted to You pursuant to these Terms of Use; and (b) for whom access to the Product has been purchased.

3.2. Subscription Term; Renewal. A list of the service plans and pricing schedules (“Subscription Plan(s)”) that HealthDBI offers is available at www.HealthDBI.com/pricing. The initial term of each Subscription Plan shall be for such period that is listed in the purchase confirmation, receipt, and/or the invoice You receive from Us (the “Initial Subscription Term”). Your Subscription Plan will automatically renew at the end of the Initial Subscription Term for successive terms equal in duration to the Initial Subscription Term (each a “Renewal Subscription Term”, and, together with the Initial Subscription Term, the “Subscription Term”) unless You cancel Your Subscription Plan at least sixty (60) days in advance of the renewal date.

3.3. Restrictions. Except as expressly permitted in these Terms of Use, You shall not, and shall not permit any third party to: (i) copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Product; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product; (iii) assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product; (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof; or (v) publish or disclose the results of any benchmarking of the Product, or use such results for Your own competing services development activities, without the prior written permission of HealthDBI.

3.4. Fees. All of our Subscription Plans are billed in advance on a monthly or annual basis. You agree to pay all fees, charges, and taxes to be paid by You in connection with Your purchased Subscription Plan for the duration of the Subscription Term (the “Fees”). All payments made are non-refundable and non-transferable. We reserve the right to change our pricing terms at any time. If we do so, we will let You know by posting the new pricing terms on the Website or through other communications. We also reserve the right to change other terms of our Subscription Plans at any time, including changing the features that can be accessed through a particular Subscription Plan. To purchase a Subscription Plan, You must provide us with current, complete, accurate and authorized credit card or other approved payment method information. You agree to promptly notify us of any changes to the provided payment method while Your subscription remains in effect. We subscribe to our payment processors’ account update service. This means that even if your credit card expires or changes numbers, depending on the terms of your credit card agreement with your credit card provider, our payment processors may receive updated card information and will be able to charge your credit card using the updated information. You authorize us to automatically charge the provided payment method for the selected Subscription Plan. We will charge You for the Initial Subscription Term at the time of purchase or shortly after purchase. We will charge You for renewals of Your Subscription Plan on a recurring basis, at the beginning of each Renewal Subscription Term, until such time that You cancel pursuant to Section 3.2. You understand that failure to pay any Fees or other charges may result in the suspension or cancellation of Your Subscription Plan. Fees are non-refundable.

3.5. Upgrades/Downgrades. Should You downgrade Your Subscription Plan, the new Fees for such downgraded Subscription Plan will take effect at the beginning of the following Renewal Subscription Term and no pro-rated refund of any prepaid Fees will be issued to You. Should You upgrade Your Subscription Plan, the new Fees for such upgraded Subscription Plan will take immediate effect and You will be charged in full for the upgraded Subscription Plan.

3.6. Data Provisions. Except as expressly permitted in these Terms of Use, You shall not, and shall not permit any third party to: (i) print, download, export, or make copies of Data (as defined below) that is made available to You through the Services; or (ii) use the Product, Services, or Data, in whole or in part, to advertise, sell, or exchange any products or services related to illegal or illicit activities, including, without limitation, payday loan services, sex products or services, drug products or services, pornographic materials, weapons, or involving credit repair services. The Data is seeded to detect any unauthorized use or duplication thereof, and You agree not to remove any seeds from the Data. For purposes of these Terms of Use, “Data” means the information or other data made available by HealthDBI to You through the Services, including, without limitation, the personal information and/or records of individuals and their company affiliation that are contained on HealthDBI’s database and made available to You through the Services. To the extent that Your use of the Services or Products requires us to enter into one or more of the SCC Agreements with You, such as without limitation when you access or download or print one copy of the materials provided by HealthDBI as permitted hereunder from within a jurisidiction that is not considered adequate as per the General Data Protection Regulation (“GDPR”) or the UK General Data Protection Regulation (“UK GDPR”) or equivalent data protection laws in the United Kingdom, You agree to be, and are hereby, bound by the applicable SCC Agreements available for your review here for transfers from the United Kingdom, the European Union and Switzerland and to implement and maintain appropriate technical and organizational measures as set forth in the GDPR or UK GDPR, as applicable.

3.7. Suspension of Service. We may, directly or indirectly, suspend, terminate, or otherwise deny Your or any Authorized User’s access to or use of all or any part of the Services or the Product, without incurring any resulting obligation or liability, if: (a) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) We believe, in our good faith discretion, that: (i) You or any Authorized User has failed to comply with any term of these Terms of Use, or accessed or used the Services or the Product beyond the scope of the rights granted or for a purpose not authorized under these Terms of Use or in any manner that does not comply with any instruction or requirement set forth in the Documentation; (ii) You or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) these Terms of Use expire or are terminated. This Section is not intended to limit any of our other rights or remedies, whether at law, in equity, or under these Terms of Use.

3.8. Feedback. You agree to make reasonable efforts to provide HealthDBI with oral feedback and/or written feedback related to Your use of the Product, including, but not limited to, a report of any errors which You discover in the Services or related Documentation. Such reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to HealthDBI concerning the Product and any information reported automatically through the Product to HealthDBI (“Feedback”) will be the property of HealthDBI. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to HealthDBI and agree to assist HealthDBI, at HealthDBI’s expense, in perfecting and enforcing such rights.

3.9. License to Branding Elements. You hereby grant to HealthDBI a non-exclusive, royalty-free, irrevocable, and worldwide license to use Your trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, domain names, and other branding elements on or in connection with HealthDBI’s promotional, advertising, and marketing materials in all formats and media, including, without limitation, on lists of HealthDBI’s current or former customers and on advertisements for HealthDBI and/or the Product, Services, and/or the Website.

4. Term and Termination.

4.1. Term. Subject to earlier termination as provided below, the term of these Terms of Use will commence on Your acceptance of these Terms of Use and will continue for as long as the Product is being provided to You under these Terms of Use.

4.2. Termination. You have the right to terminate Your account at any time by sending a cancellation request to [email protected]. You may cancel Your Subscription Plan through Your account at any time and for any reason. However, all Fees paid by You hereunder are non-refundable. If You cancel Your Subscription Plan prior to the end of the applicable Subscription Term, You will no longer be able to continue accessing or using the Service and/or the Product at the end of such Subscription Term and such termination will be effective at the start of the next billing or Renewal Subscription Term. HealthDBI may terminate Your account and these Terms of Use at any time by providing sixty (60) days prior notice to the administrative email address associated with Your account. In addition to any other remedies HealthDBI may have, HealthDBI may also terminate these Terms of Use upon ten (10) days’ notice (or two (2) days in the case of nonpayment), if You breach any of the terms or conditions of these Terms of Use. You acknowledge that HealthDBI reserves the right to terminate accounts that are inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Services or the Product. Upon the expiration or earlier termination of these Terms of Use, Your rights to use the Product and the Data shall terminate, You shall cease use of the Product and the Data, and You shall, within seven (7) days of the date of expiration or earlier termination, destroy all Data that is stored on Your information technology systems or that is otherwise within Your possession or control and will confirm in writing that You have complied with these obligations.

4.3. Survival. All sections of these Terms of Use which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. Compliance with Laws.

5.1. Obligations. You must comply with all applicable federal, state and local laws, rules, regulations, and ordinances relating to telemarketing, data privacy, consumer protection, and any others laws that may relate to Your use of the Services, Product, and Data, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, the General Data Protection Regulation of the European Union, and the California Consumer Privacy Act. You shall not, and shall not permit any third party to, license, sell, rent, lease, transfer, assign, distribute to any third party, or commercially exploit the Data, in whole or in part, or use the Data in connection with credit granting, credit monitoring, account review, collections, insurance underwriting, employment or any other purpose covered by the Fair Credit Reporting Act (“FCRA”), interpretations of the FCRA by the Federal Trade Commission, or by similar federal and state statutes.

5.2. Indemnification. You agree that You will indemnify, defend and hold HealthDBI harmless against any losses resulting from any third party claim against HealthDBI arising out of or in connection with any violation of any applicable law by You.

6. Disclaimers; Limitation of Liability.

6.1. Non-Reliance. The Data and the information presented on or through the Website, the Services, or the Product is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this Data or information. Any reliance You place on such Data information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Data or information by You or any other visitor to the Website or Product user. We do not represent or warrant that You will obtain any minimum number of leads as a result of use of the Product or Data.

6.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, HealthDBI, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE WEBSITE, THE SERVICES, THE PRODUCT, OR ANY THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR OTHER MATERIAL CONTAINED OR PRESENTED ON THE WEBSITE, THE PRODUCT, THE SERVICES OR THE DATA. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, THE SERVICES, THE PRODUCT, THE DATA, THE THIRD PARTY CONTENT, AND ANY OTHER INFORMATION, CONTENT OR MATERIAL CONTAINED OR PRESENTED ON THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HealthDBI DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER

6.3. Exclusion of Damages. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL HealthDBI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE 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 WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE, THE SERVICES, THE PRODUCT OR DATA, 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.

6.4. Aggregate Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF HealthDBI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) AND THE TOTAL AMOUNTS PAID BY YOU TO US UNDER THESE TERMS OF USE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE

7. Indemnification.

7.1. Indemnification by You. You agree to defend, indemnify, and hold harmless HealthDBI, 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: (i) Your violation of these Terms of Use or Your use of the Product or the Data, including, but not limited to any use of the Product’s content, services, and products other than as expressly authorized in these Terms of Use or Your use of any information obtained from the Product; (ii) allegation of facts that, if true, would constitute Your breach of any of Your representations, warranties, covenants, or obligations under this Agreement; (iii) gross negligence or willful misconduct by You or any Authorized User; (iv) any violation of any applicable law by You; (v) access to or use of the Product by You or any Authorized User in combination with any hardware, system, software, network, or other materials or service not provided by HealthDBI or specified for Your use in the Documentation; or (vi) modification of the Product other than by or on behalf of HealthDBI or with HealthDBI’s prior written approval.

8. Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 8, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

8.1. Governing Law. All matters relating to the Website, the Services, the Product, Data and these Terms of Use and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.

8.2. Federal Arbitration Act. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and HealthDBI expressly agree and intend that this Section satisfies the “writing” requirement of the FAA. This Section can only be amended by mutual agreement.

8.3. Binding Arbitration. YOU AND HealthDBI AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES, PRODUCT, AND/OR DATA UNDER THIS AGREEMENT SHALL BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION, except that (1) You may assert claims in small claims court within the scope of that court’s jurisdiction; and (2) this agreement to arbitrate does not limit Your or HealthDBI’s right to seek injunctive or other equitable relief in state or federal court in Los Angeles County, California to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to HealthDBI at 340 S Lemon Ave, Ste 1022, Walnut, CA 91789. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’ rules. You can obtain JAMS’ procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com. The arbitration will be conducted in the English language; the location of such arbitration shall be in Los Angeles County, California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction.

8.4. Class Action Waiver. YOU AND HealthDBI EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and HealthDBI each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure Section 638

9. General.

If You violate these Terms of Use, HealthDBI may terminate and/or suspend Your access to this Website without notice. HealthDBI prefers to advise You of Your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms of Use, as determined by HealthDBI, may result in immediate termination. If any of these Terms of Use is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. HealthDBI’s failure to enforce any of these Terms of Use is not a waiver of such term. These Terms of Use are the entire agreement between You and HealthDBI and supersede all prior or contemporaneous negotiations, discussions or agreements between You and HealthDBI about the Website and/or the Product. You shall not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your obligations or performance under these Terms of Use without our prior written consent.

By using the Website and/or the Services, You consent to receiving electronic communications from us. These electronic communications may include, but are not limited to, notices about the applicable Services, Your Subscription Plan, Fees, and transactional or other information concerning or related to the Website and/or the Services. These electronic communications are part of your relationship with Us and You receive them as part of your use of the Website and/or the Services. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.

In no event will We be liable or responsible to You, or be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms of Use, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. We may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of sixty (60) days or more.

If You have any questions, comments, or concerns regarding these Terms of Use, please contact us at [email protected].

10. Notice for California Users.

If you are a California resident, you may have these Terms of Use mailed to you electronically by sending a letter to [email protected] with your email address and a request for the Terms of Use and any linked terms. In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Service(s) of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Products or to receive further information regarding use of the Products.