CorVitals Terms of Service

CorVitals ( “we” or “us”). As provided below, CorVitals grants you the right to use our software applications (“Software,” “App”), and services provided through the application or Software (together, the “Service”), subject to the terms and conditions of use (“Terms of Service”) set forth below. The term “you” refers to the person using the service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPT” OR ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICE. BY ACCEPTING THESE TERMS OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE CorVitals PRIVACY POLICY (TOGETHER, THE “TERMS”). If you are not eligible, have a valid prescription or do not agree to the Terms, then you do not have our permission to use the application or Service.
THE SERVICE IS AVAILABLE TO USERS IN THE UNITED STATES OF AMERICA (USA). THE SERVICE IS INTENDED TO RECORD, STORE, AND TRANSMIT LIVE ELECTROCARDIOGRAMS (“ECG DATA”).
CORVITAL’S TRAINED ANALYSTS WILL REVIEW INCOMING LIVE DATA AND BASE ON A CRITERIA PREDETERMINED BY YOUR PHYSICIAN, WE WILL CONTACT YOUR PHYSICIAN DIRECTLY ASAP TO REPORT FINDINGS MEETING HIS/HER NOTIFICATION CRITERIA. ROUTINE OR UNEVENTFUL FINDINGS SHALL BE REPORTED AS SUCH DURING OUR NORMAL REPORTING CYCLES OR AT THE END OF SERVICE. THE SERVICE IS NOT INTENDED TO DIAGNOSE ANY HEART CONDITION BUT TO ALERT HEALTHCARE PROFESSIONALS TO A POTENTIALLY SERIOUS HEART CONDITIONS OR ABNORMAL ARRHYTHMIA MEETING THEIR CRITERIA. THE SERVICE IS INTENDED FOR CONTINUOUS MONITORING AND WE DO NOT GUARANTEE A RESPONSE BY ANY PHYSICIAN(S) TO MESSAGES POSTED OR MEDICAL EVENTS REPORTED THROUGH THE SERVICE.
Unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution, these Terms provide that all disputes between you and CorVitals will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with CorVitals.
1.1. Use of the Service. The Service is intended only to allow you to wear our ECG patch for continuous transmission of live ECG data. You may not access or use the Service (device) for any other purpose. You may use the Service, including any data presented to you on or by the Service, or otherwise hosted or stored by CorVitals for you, only for lawful and appropriate purposes on your own behalf, and subject to your full compliance with these Terms and any other guidelines and policies applicable to the Service which Corvitals may post from time to time. By accepting the terms of use, you agree that, from time to time, CorVital’s may access your device (cell phone owned by CorVitals or your physician) that contains our proprietary application and a Coreitals installed TeamViewer application. The purpose of the access will be solely for Coreitals service employees to restart, reboot, reinstall or in some other way, remotely repair your device connection to restore services and connections between the patch and the device or the device and the server. You may or may not receive notification of this access depending on time of day or our ability to reach you to report that your device is offline.
1.2. Eligibility. You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations in your local jurisdiction. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization. If you are under the age of 18, you will require parental permission to use the service in writing along with an agreement from your physician that the use is off-label.
1.3. Accounts and Registration. To access most features of the Service, you must register online for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your date of birth, home address, telephone number, insurance carrier and identification number email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.
1.4. Payment.Use of the Service, may require you to pay fees. However, CorVitals will make every effort to collect a payment in full from your medical insurance carrier. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable, to the fullest extent permitted under applicable law. If CorVitals changes the fees for the Service, including by adding additional fees or charges, CorVitals will provide you advance notice of those changes. If you do not accept the changes, CorVitals may discontinue providing the Service to you. CorVitals will charge the payment method you specify at the time of purchase. You authorize CorVitals to charge all sums as described in these Terms, for the Service you select, to that payment method. If you pay any fees with a credit card, CorVitals may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Service, you authorize CorVitals to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. If you use the Service to update or cancel any existing authorized one-time or recurring payment, it may take several business days for the update or cancellation to take effect.
1.5. License. CorVitals owns and operates the Service. The documents and other information and content available on the Service (the “Site Content“) are protected by copyright and other intellectual property laws throughout the world. All copyright and other proprietary notices on any Site Content must be retained on any copies made thereof. Any unauthorized reproduction, modification, distribution, public display or public performance of any Site Content is strictly prohibited. CorVitals and its suppliers reserve all rights not granted in these Terms. Subject to the restrictions set forth in these Terms, CorVitals grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App in object code format on devices that you own or control, solely for use with the Services. By downloading or using our app(s), you:
2.1. Acknowledge that the App is licensed, not sold to you; and
2.2. Acknowledge that fees may apply to the use and operation of your device in connection with your use of the App, such as your carrier’s terms of services, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees.
3.1. Reports. Your physician may use the Service to generate reports of findings by CorVitals using your data. Any reports provided by CorVitals does not suggest a diagnosis. The interpreted report is intended to be used as a tool by your physician to provide proper diagnosis and treatment, taking into account your complete medical history. Diagnosis based on your data can only be accomplished by your physician. It is your responsibility to present your medical data to your physician for proper analysis and diagnosis.
3.2. ECG Recordings. You have the option to obtain an ECG recording from your device at any time through written request to the Service Provider. Your ECG recordings are subject to multiple factors related to your health and activities. CorVitals makes no guarantees of the accuracy or clinical significance of the interpretation of your data. Please be aware that your physician may disagree with our interpretation and analysis of your data.
3.3. Restrictions. Due to telemedicine restrictions, your local jurisdiction may restrict your ability to use the device. Since you are using a mobile device to collect your data, it is your responsibility to ensure it is legal according to your local telemedicine laws.
3.4. Surveillance Service. Under some circumstances, CorVitals may present you with notifications or suggested actions based on CorVitals analysis of your historical data and other information you have provided to CorVitals such as ‘medications’, ‘symptoms’ or ‘activities’. Those notifications or suggested actions, or lack thereof, are not an indication of your health, nor are those notifications or suggested actions intended to replace the opinion of your physician. It is your responsibility following presentation of your data to your physician, and to discuss with your physician what the proper course of action is based on your medical history. You accept that you are required to follow guidelines set forth by CorVitals and relayed to your physician and his/her staff and you are responsible to follow the guidelines for use of the product and service at all times. CorVitals is not responsible for your failing to follow simple yet strict guidelines for use of our products and services.
3.5. User Representations and Warranties. You represent, warrant, and covenant to CorVitals that (1) you are a resident of the USA, these Terms have been executed and delivered by you and constitute a valid and binding agreement with you, enforceable against you in accordance with their terms; (3) if you are using the Service on behalf of another entity, you are an authorized representative of the entity and have the authority and agree to bind the entity to these Terms; (4) you will not access or use the Service except as expressly permitted by these Terms and any additional instructions, guidelines or policies issued by CorVitals, including those posted in the Service; (5) you will access and use the Service in full compliance with applicable law; and (6) all of the information, data and other materials provided by you in support of your account registration are accurate and truthful in all respects.
4. User Content
4.1. User Content Generally. Certain features of the Service may permit you, your healthcare provider, or other users to upload content to the Service, including messages, images, data, text, location information, and other types of information (“User Content”) and to publish User Content on the Service. You retain the copyrights, including any moral rights, and any other proprietary rights that you may hold in the User Content that you post to the Service; offered by your healthcare provider, any data provided to your healthcare provider may become part of your health record, and that copy of such data may be owned and/or controlled by your healthcare provider under applicable law.
4.2. Limited License Grant to CorVitals. By posting or publishing User Content, you grant CorVitals a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute your User Content, in whole or in part, for any purpose in accordance with our Privacy Policy, in any media formats and through any media channels now known or hereafter developed. We may also create anonymized data and images from your User Content, and such data and images will no longer be your User Content. You irrevocably and forever waive any rights you may have regarding your User Content being altered or manipulated in any way that may be objectionable to you. CorVitals reserves the right to refuse to accept, post, display, or transmit any of your User Content in its sole discretion.
4.3. Limited License Grant to Other Users. By posting or sharing User Content with other users of the Service, or connecting your account to your healthcare provider through our service, you grant those users and/or healthcare providers a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.to do at any time and without notice.
5. Procedure for Unlawful User Content
5.1. If you believe that any User Content does not conform to these Terms, please notify us.
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our designated agent at the following address:
CorVitals, Inc.
ATTN: Legal Department (Copyright Notification)
990 Stewart Ave. Suite LL45A

Garden City, NY 11530
888-401-9998 x1
Email: stephanie@corvitals.com

Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Consent is infringing, you may be subject to civil or criminal penalty.
Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices.
5.2. Repeat Infringers. CorVitals will promptly terminate without notice the accounts of users that are determined by CorVitals to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least three times.
6. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
6.1. use or access the Service (a) from a jurisdiction where such use or access is not authorized, (b) for any illegal purpose, or (c) in violation of any local, state, national, or international law;
6.2. conduct activities that may be harmful to others or that could damage CorVitals reputation;
6.3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or disclosing personal information about another person;
6.4. post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
6.5. use scrapers, robots, or other data gathering devices on or through the Service, or frame or otherwise provide the Service to third parties without CorVitals’s permission;
6.6. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Service, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
6.7. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information, including without limitation ECG data or other health information, about another user or third party without their consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
6.8. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service or account without permission, or falsifying your account registration information;
6.9. modify, translate, or create derivative works, adaptations or compilations of, or based on, the Service or part thereof, or use, copy or reproduce the Service or any part thereof other than as expressly permitted in these Terms;
6.10. assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 16) or any right or ability to view, access, or use any Material; or
6.11. attempt to do any of the acts described in this Section 11, or assist or permit any person in engaging in any of the acts described in this Section 11.
7. Third-Party Services and Linked Websites. The Site may contain links to other web sites operated by third parties. Such third party web sites are not under the control of CorVitals and we are not responsible for the content of any third party web site or any link contained in a third party web site. CorVitals provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.
CorVitals may provide tools through the Service that enable you to export information, including without limitation ECG Data and User Content, to third party applications or services such as Google Fit or Apple Health, or import information from such third party applications or services, including through features that allow you to link your account on CorVitals with an account on the third party service. By using one of these tools, you represent, warrant, and agree that such transfers are permitted under applicable law and that you are authorized to, and that we may on your behalf, transfer that information to or from the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. If you enable the features of the Service that are designed to import information from such third party services, you hereby authorize and grant CorVitals a perpetual, irrevocable license to use such imported information and disclose it to third parties such as your healthcare professional in accordance with our Privacy Policy and applicable law. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
8. Termination of Use; Discontinuation and Modification of the Service. You may terminate your account at any time by following the procedures detailed on the CorVitals website or contacting customer service at support@CorVitals.com. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, CorVitals may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time if you violate any provision of these Terms, if we no longer provide any part of the Services or for any other reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. To the fullest extent permitted under applicable law, we will have no liability on account of any change to the Service or any suspension or termination of your access to or use of the Service, provided that if CorVitals ceases to operate the Service and terminates your access to the Service accordingly, then you will be entitled to a pro-rated refund of any prepaid fees that you have paid to CorVitals for use of the Service. Upon the termination of your account or this agreement for any reason, CorVitals may at its option delete any data associated with your account.
9. Privacy Policy; Additional Terms
9.1. Privacy Policy. Please read the CorVitals Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The CorVitals Privacy Policy is incorporated by this reference into, and made a part of, these Terms. You consent to the collection, hosting, use, disclosure and other processing or handling of your personal information (including sharing data with third party providers) as described in the CorVitals Privacy Policy.
9.2. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service, subject to Section 15. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
10. Modifications to these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will notify you of the modified Terms by email to the address you provided in your user profile and/or in a notification in the Service or on our website. Material modifications will be effective upon your acceptance of such modified Terms or upon your continued use of the Service after we send or post our notification of the changes, whichever is earlier. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Your sole and exclusive remedy if you do not agree with any modification to these Terms is to cancel your account. You may not amend or modify these Terms under any circumstances.
11. Ownership; Proprietary Rights. The Service is owned and operated by CorVitals. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by CorVitals are protected by intellectual property and other laws. All Materials included in the Service are the property of CorVitals or our third-party licensors. Except as expressly authorized by Corvitals, you may not make use of the Materials. CorVitals reserves all rights to the Materials not granted expressly in these Terms.
12. Subcontractors. You hereby consent to CorVitals engagement of third parties (including CorVitals affiliates) to perform, or support the performance of, all or any portion of the Service or the CorVitals website, such as the clinical interpretation service.
13. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant CorVitals an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
14. Indemnity. To the fullest extent permitted under applicable law, you are responsible for your use of the Service, and you will indemnify, hold harmless, and, if so directed by CorVitals, defend CorVitals and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “CorVitals Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) all claims arising from or alleging fraud, intentional misconduct, criminal acts, or gross negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE CORVITALS ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, AND ANY SOFTWARE OR HARDWARE ASSOCIATED OR USED WITH THE SERVICE, OR THE AVAILABILITY OF ANY OF THE FOREGOING, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER THE ECG DATA OR OTHER INFORMATION AVAILABLE ON OR TRANSMITTED BY THE SERVICE IS TRUE, COMPLETE OR ACCURATE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CORVITALS IS NOT RESPONSIBLE FOR ANY HEALTHCARE OR RELATED DECISIONS MADE BY YOU OR YOUR HEALTHCARE PROFESSIONAL BASED UPON DATA COLLECTED, TRANSMITTED OR DISPLAYED BY OR ON THE SERVICE, WHETHER SUCH DATA IS ACCURATE OR INACCURATE. THE CORVITALS ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CORVITALS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS OFFERED TO CONSUMERS IN THE EU, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
15. Limitation of Liability
IN NO EVENT WILL THE CORVITALS ENTITIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CORVITALS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. FOR THE AVOIDANCE OF DOUBT, THE EXCLUDED DAMAGES ALSO INCLUDE WITHOUT LIMITATION, LOSS OF SAVINGS OR REVENUE; LOSS OF PROFIT; LOSS OF USE; LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES; AND ANY COST OF ANY SUBSTITUTE EQUIPMENT OR SERVICES.
EXCEPT AS PROVIDED IN SECTION 24.4, IF CORVITALS CANNOT LAWFULLY DISCLAIM LIABILITY FOR ANY OF THE FOREGOING DAMAGES, THEN THE AGGREGATE LIABILITY OF THE CORVITALS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE PAID TO USE THE SERVICE OR $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY TO YOU TO THE EXTENT PERMITTED IN SUCH JURISDICTION. Furthermore, nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, SUCH AS LIABILITY FOR INTENTIONAL VIOLATION OF THESE TERMS. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Force Majeure. CorVitals will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. To the fullest extent permitted under applicable law, for purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (1) weather conditions or other elements of nature or acts of God; (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (3) quarantines or embargoes, (4) labor strikes; (4) telecommunications, network, computer, server or Internet downtime; (5) unauthorized access to CorVitals information technology systems by third parties; or (6) other causes beyond the reasonable control of CorVitals.
17. Governing Law and Competent Courts. To the fullest extent permitted pursuant to applicable law, these Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and CorVitals agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Nassau County, New York for the purpose of litigating any dispute. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
18. General. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and CorVitals regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be granted or withheld at CorVitals sole discretion.
Any attempted assignment by you without such consent shall be null and void. We may assign these Terms at any time without notice or consent, to the fullest extent permitted under applicable law. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, and 8 through 25, along with the Privacy Policy and any other accompanying agreements, will survive.
18. Dispute Resolution and Arbitration
18.1. Generally. To the fullest extent permitted under applicable law and in the interest of resolving disputes between you and CorVitals in the most expedient and cost effective manner, you and CorVitals agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CORVITALS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
18.2. Exceptions. Despite the provisions of Section 24.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
18.3. Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and CorVitals will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting CorVitals.
18.4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). CorVitals address for Notice is: CorVitals, Inc., 990 Stewart Ave. Suite LL45A Garden City NY, 11530 USA. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or CorVitals may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CorVitals must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, CorVitals will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by CorVitals in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
18.5. Fees. If you commence arbitration in accordance with these Terms, CorVitals will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Nassau County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse CorVitals for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the preceding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
18.6. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND CORVITALS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and CorVitals agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permissible pursuant to applicable law.
18.7. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.
18.8. Modifications to this Arbitration Provision. If CorVitals makes any future change to this arbitration provision, other than a change to CorVitals address for Notice, you may reject the change by sending us written notice within 30 days of the change to CorVitals address for Notice, in which case your account with CorVitals will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
18.9. Enforceability. If Section 24.6 is found to be unenforceable or if the entirety of this Section 24 is found to be unenforceable, then the entirety of this Section 24 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 21 will govern any action arising out of or related to these Terms.
19. Notices; Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. All notices from CorVitals intended for receipt by You shall be deemed delivered and effective when sent to the email address provided by You during the registration process or when posted to and made available to you on the Service. If you change the email address provided in connection with your registration to access and use the Service, you must update your address in accordance with the procedures set forth on Service. By providing your mobile number to us, you consent to receive text messages at that number as requested for account verification, message notifications, and other purposes related to the Service. While we do not charge a fee for text messages, your carrier may charge standard messaging, data, and other fees. You are responsible for those charges. We may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. We are not responsible for the timeliness or final delivery of the message, as this is outside our control and is the responsibility of the cellular telephone operator or other networks. Notwithstanding the foregoing, we will use your mobile number in accordance with our Privacy Policy.
20. Contact Information. The Service is offered by CorVitals. You may contact us by emailing us at support@corvitals.com.