Terms and Conditions

Please read these terms of service carefully. These terms constitute a legal agreement between you and ImpediMed stating the terms that govern your use of the site and services. By using the site of service, or by clicking “I agree” or similar agreement to these terms, you are agreeing to all of the terms of these agreement. If you do not agree to these terms, do not click the “I agree” or other similar agreement and do not access or use the site or services.

ImpediMed Terms of Service

Revised: 08/04/2016
These Terms of Service (“Terms”) govern your use of the ImpediMed website (“Site”) and any ImpediMed mobile application, application programming interfaces, products, and other services offered by ImpediMed, including any products available for purchase on our Site (“Product” or “Products”) (collectively, the “Services”). ImpediMed Limited (“ImpediMed,” “we” or “us”) provides the Site and Services. “You” refers to you as a user of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

1. ELIGIBILITY

You must be at least 18 years old (or the legal age of majority where you reside) to use the Site or the Services.

2. THIS WEBSITE DOES NOT PROVIDE MEDICAL ADVICE

You must be at least 18 years old (or the legal age of majority where you reside) to use the Site or the Services.

3. ADDITIONAL TERMS

Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using that Service, you agree to the Additional Terms.

4. E-COMMERCE

Orders
By purchasing a Product through the Site or Services, (an “Order”), you agree that you will pay the applicable price listed, as well as any Fees (defined below) and applicable taxes (“Taxes”). Prices listed through the Site and Services are stated in U.S. dollars, and do not include any Fees or Taxes. Fees and Taxes will be communicated to you before you place an Order and you are responsible for paying such Fees and Taxes to ImpediMed. You agree to indemnify and hold ImpediMed harmless from and against any liabilities, interest, penalties or fees assessed against ImpediMed arising from your failure to pay any such Fees or Taxes. All Product prices are subject to change at any time, for any reason, in ImpediMed’s sole discretion. ImpediMed can withdraw Products from the Site or Services at any time, for any reason, in ImpediMed’s sole discretion. Products are intended for your
personal use only, and are not authorized for resale.

Acceptance & Fulfilment
All Orders are subject to acceptance by ImpediMed. After you place an Order, you will receive an email from ImpediMed confirming that ImpediMed has received it. Acceptance of your Order will occur upon your receipt of another email from ImpediMed containing a shipping confirmation, tracking number and carrier information. If a Product in an Order is on back order, we will send you an email indicating that such Product is on back order. Once the Product is back in stock, ImpediMed will send you an email containing a shipping confirmation, tracking number and carrier information. ImpediMed reserves the right not to accept your Order for any reason or no reason.
Shipping
When you make an Order, you will be required to pay applicable shipping, processing, and handling charges and fees (“Fees”). Fees are intended to compensate us for any relevant costs of processing your Order; costs of handling and packing any products; and costs of delivering or providing the purchased Products to you. You can choose the method of shipment and timing of delivery for your Orders, and will be charged applicable Fees accordingly. We encourage you to also review detailed information about our shipping, processing, and handling charges and fees, which can be found here: https://www.hellosozo.com/shipping-and-returns. ImpediMed will pack the Products in an Order in accordance with ImpediMed’s standard practices.
Delivery & Risk of loss
Title to the Products in an Order (except to the extent that the Products consist of Software (defined below)), and risk of loss will pass to you upon ImpediMed’s delivery of the Products to the carrier. You acknowledge that all scheduled shipment dates are estimates only. ImpediMed will make reasonable efforts to meet the scheduled shipment dates, but in no event will ImpediMed be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
Inaccuracy Disclaimer
From time to time, there may be information on the Site or through the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice (including after you have submitted your Order). If you do not wish to continue with your Order after pricing or other information has been corrected, please contact us right away and we will work with you to cancel or return your Order.

5. ORDER WARRANTIES, RETURNS & REFUNDS

Subject to the terms, conditions and limitations set forth herein, ImpediMed warrants that for a period of twelve (12) months after the date or purchase or a Product, the Product will be free from material defects in material and workmanship (“Warranty Period”). You acknowledge that the Products are subject to use and safety guidelines and instructions for use contained in the accompanying user manual and documentation. You agree to use the Products solely accordance with the documents and user manuals accompanying the Product.
ImpediMed shall not be liable for a breach of the warranty set forth in this Section unless you follow ImpediMed’s warranty return procedures communicated to you by us in connection with these Terms, and we also, in our sole discretion, reasonably verify your claim that the Products are defective and that the defect developed under normal and proper use. Moreover, we shall not be liable for a breach of the warranty set forth in this Section if: (i) you make any further use of such Product after giving such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, handling, use, care or maintenance of the Product; (iii) you alter or repair such Product without the prior written consent of ImpediMed; (iv) repairs or modifications are made by persons other than ImpediMed’s own service personnel, or an authorized representative’s personnel, unless such repairs are made with the written consent of ImpediMed in accordance with procedures outlined by ImpediMed; or (v) the defect is caused, in whole or in part, by normal wear and tear, accident, abuse, other improper use or use not in accordance with our specifications or instructions, and/or any other improper care or handling.
EXCEPT FOR THE WARRANTY SET FORTH HEREIN, IMPEDIMED MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Products manufactured by a third party and third party software (“Third Party Products”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third Party Products
are not covered by the warranty in this Section. For the avoidance of doubt, IMPEDIMED MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY THAT THE PRODUCTS ARE FDA APPROVED, OR OTHERWISE APPROVED, SCIENTIFIC OR MEDICAL
DEVICES; (E) WARRANTY THAT THE PRODUCTS HAVE BEEN TESTED FOR SAFETY OR EFFICACY; OR (F) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Notwithstanding the foregoing, in the event of the failure of any Third Party Products, ImpediMed will assist
(within reason and at ImpediMed’s sole discretion) you (at your sole expense) in obtaining, from the respective third party, any (if any) adjustment that is available under such third party’s warranty.
NO RETURNS WILL BE ACCEPTED AFTER THE WARRANTY PERIOD HAS EXPIRED. After the Warranty Period has expired, ImpediMed may, in its sole discretion, repair nonconforming Products at current industry-standard rates for parts (“Part”), labor and transport. ImpediMed warrants that for a period of twelve (12) months after the date of installation of a replacement or new Part, the Part will be free from material defects in material and workmanship, subject to the restrictions and limitations described in this Section.
Subject to the requirements above, with respect to any such Product during the Warranty Period, ImpediMed shall, in its sole discretion, either: (i) repair or replace such Product (or the defective part), using new or refurbished
Products or Parts; or (ii) credit or refund the price of such Product at the pro rata contract rate, provided that, if ImpediMed so requests, you shall, at your expense, return such Product to ImpediMed.
All warranty, diagnostic, and repair services are provided without any obligation of confidentiality or non-disclosure on the part of ImpediMed, its employees or agents. Therefore, before delivering any Product to us, you
should back up or store any related data or information and purge the Product of any information that could be considered confidential, including information related to the identity of a patient or “Protected Health Information,”
as that term is defined in 45 C.F.R. § 160.103. You shall not provide us access to any information that is considered “Protected Health Information” and acknowledge that we are not, therefore, your “Business Associate” under
this Agreement. We strongly recommend that you have an external back-up device at all times to reconstruct lost or altered files, data or programs. ImpediMed is not responsible for any loss of your data or other information.
THE REMEDIES SET FORTH HEREIN SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND IMPEDIMED’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION. Representations and warranties made by any person, including representatives of ImpediMed, which are inconsistent or in conflict with the terms of this warranty, as set forth above, shall not be binding upon ImpediMed.

6. PAYMENT TERMS

When you use the Site and Services as a paying customer, you will be asked to provide certain financial information, including but not limited to credit card information, bank account number, routing number, payment address, information about your PayPal account, or other payment account information (“Financial Data”). You must provide this Financial Data to ImpediMed by completing our payment form. You agree: (i) to provide
ImpediMed with true, accurate, current, and complete Financial Data for the payment of all costs and Fees; and (ii) to timely pay the costs and any applicable Fees. It is your responsibility to maintain and update your Financial Data so that it remains true, accurate, current, and complete at all times. If you provide any Financial Data that is untrue, inaccurate, not current, or incomplete, or ImpediMed has reasonable grounds to suspect that your Financial Data is untrue, inaccurate, not current, or incomplete, ImpediMed has the right, in its sole discretion, to: (i) suspend or terminate your account; or (ii) suspend or terminate your current or future access to or use of the Site and Services. You hereby authorize and permit ImpediMed to use and store your Financial Data to accomplish the foregoing.
You authorize ImpediMed to charge the account that you designate as the account to which the costs and Fees shall be charged or withdrawn from (“Funding Account”). You agree to maintain a balance or available credit limit in the specified Funding Account that is sufficient to fund all payments you initiate. ImpediMed is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees,
or similar charges) that result from your failure to maintain a balance or available credit in the Funding Account that is sufficient to fund all payments you initiate. If ImpediMed is not able to recover all amounts owed to us, we
may report this information to third parties, including consumer reporting agencies and financial institutions. ImpediMed reserves all rights to pursue all available legal remedies to recover all owed amounts.
You represent and warrant that you have the right to authorize us to charge the Funding Account for payments you initiate. You will indemnify and hold ImpediMed harmless from any claims by any third party, including any
other owner of the account, related to ImpediMed’s access to the Funding Account. You are responsible for confirming the accuracy of the information you provide about each payment you send, including the amount of the
transaction.
All costs and Fees are payable in U.S. dollars in advance and include all applicable taxes. Sales tax will be included as required by law. Except as otherwise stated in these Terms, all costs and Fees are nonrefundable and
ImpediMed will give no refunds or credits. ImpediMed reserves the right to change the amount of, or basis for determining, any Fees or other charges for the Site and/or Services, and to institute new such Fees or charges
effective upon prior notice to you.

7. ACCEPTABLE USE OF THE SITE & SERVICES

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site or Services, you may not:
Violate any law or regulation;
Violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
Post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
Send unsolicited or unauthorized advertising or commercial communications, such as spam;
Engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
Transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
Stalk, harass, or harm another individual;
Impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
Use any means to scrape or crawl any Web pages contained in the Site;
Attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
Advocate, encourage, or assist any third party in doing any of the foregoing.

8. USER CONTENT

The Site and some of our Services allow you to upload, submit, store, send, or receive content and data (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your personal data. When you upload, submit, store, send, or receive User Content to or through the Site or Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services), publicly perform, publicly display, and distribute your User Content. This license is for the limited purpose of operating, promoting, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this l icense is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Site or Services. You promise that:
You own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
Your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Site or Services for any reason.

9. INTELLECTUAL PROPERTY RIGHTS

Other than User Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all Software (defined below), text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Our Marks”). The Site and Services, Our Content, and Our Marks are all protected under United States and international laws. The look and feel of the Site and Services are copyright © ImpediMed. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from ImpediMed.

10. SOFTWARE LICENSE

To the extent that any Products provided hereunder contains software, whether pre-installed, embedded, in read only memory, or found on any other media or other form (“Software”), such Software and accompanying documentation and are licensed to you, not sold and shall remain the sole and exclusive property of ImpediMed or third party licensors of ImpediMed. ImpediMed grants Customer a non-exclusive license to use the Software solely as provided in and in connection with the use of the Products in which such Software is contained and in accordance with any applicable user documentation provided with such Products and subject to the provisions of
these Terms. Certain of ImpediMed’s Products may include third party software such as computer operating systems. Licenses to such third party software are subject to the terms and conditions of any applicable third party software license agreements. Unless expressly stated otherwise, no license is granted by ImpediMed with respect to such third party software products that may be provided with the Products (if any). ImpediMed makes no warranties regarding any third party software that may accompany the Products or otherwise and such software is explicitly included in the definition of Third Party Products below.
You shall not copy, modify, or disassemble, or permit others to copy, modify, or disassemble, the Software, nor may you modify, adapt, translate, reverse assemble, decompile, or otherwise attempt to derive source code from the Software. You shall not transfer possession of the Software except as part of, or with, the Products, and each such transfer shall be subject to the restrictions contained herein. You may not sublicense, rent, loan, assign or otherwise transfer the Software or documentation, and you shall retain on all copies of the Software and documentation all copyright and other proprietary notices or legends appearing therein or thereon. ImpediMed may terminate this license upon written notice for any violation of any of the terms of this license or any material breach of any provision of these Terms. You shall immediately discontinue use of the Software upon any termination of this license or these Terms. This license shall terminate upon any termination of the these Terms.
All patents, trademarks, copyrights or other intellectual property rights embodied in the Products, including without limitation the Software, are owned by ImpediMed and its licensors. ImpediMed and its licensors retain all right, title and interest in such intellectual property rights. Except as expressly set forth herein, no license rights or ownership in or to any of the foregoing is granted or transferred hereunder, either directly or by implication. ALL RIGHTS RESERVED.
If you are the United States Government or any agency thereof, each of the components of the Software and user documentation are a “commercial item,” and “computer software” as those terms are defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States government customers acquire only those rights in the Software and user documentation that are specified in these Terms.

11. PRIVACY

Your privacy is important to us. Our Privacy Policy https://www.hellosozo.com/privacy-policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

12. LINKS

The Site and Services may contain links to other websites and online resources. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

13. THIRD PARTY CONTENT & INTERACTIONS

The Site and Services contain features and functionalities that link you or provide you with access to third party content that is completely independent of ImpediMed and connect you with third parties, including other users.
Your interactions with organizations or individuals found on or through the Site and Services are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You agree that ImpediMed is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any of these dealings. If there is a dispute between users of the Site or Services, or between users and any third party, you understand and agree that ImpediMed is under no obligation to become involved. In the event that you have a dispute with any other user of the Site or Services, you hereby release ImpediMed and its affiliates, and their officers, employees, directors, shareholders, agents, and successors (“Affiliates”) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or the Site and Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

14. CHANGES TO THE SITE OR SERVICES

The Site and Services may contain links to other websites and online resources. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

15. TERMINATION

We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate any user’s right to access their account, Subscription Services, or the Site or Services, in whole or in part, at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

16. DISCLAIMER AND LIMITATIONS ON OUR LIABILITY

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IMPEDIMED AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
IN PARTICULAR, IMPEDIMED AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR ARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES. IMPEDIMED AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. TO THE EXTENT PERMITTED BY LAW, IMPEDIMED AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF IMPEDIMED AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE HIGHER OF (I) THE AMOUNT YOU PAID IMPEDIMED TO USE THE SITE OR SERVICES AND (II) USD $5,000. IN ALL CASES, IMPEDIMED AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

17. INDEMNIFICATION

You agree to indemnify and hold harmless ImpediMed and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

18. ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS

You and ImpediMed agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and ImpediMed hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and ImpediMed relating to these Terms or the Site or Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, ImpediMed will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you or ImpediMed from seeking action by federal, state, or local government agencies. You and ImpediMed also have the right to bring qualifying claims in small claims court. In addition, you and ImpediMed retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Neither you nor ImpediMed may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis.
The arbitrator can decide only your and/or ImpediMed’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of the Terms.
This Section of the Terms will survive the termination of your relationship with ImpediMed.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR IMPEDIMED WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

19. OTHER PROVISIONS

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

20. CHANGES TO THESE TERMS

From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms.
By continuing to use the Site or Services, you are agreeing to the revised Terms.