Terms and Conditions of Use
Weclome to MEvolution. We’re excited to be able to be on this journey with you, and for you to start taking the steps to improve your well-being.
Please read these Terms of Service (this “Agreement”) carefully. This Agreement is a legal contract between you and MEvolution, Inc., which sets out the terms and conditions that govern your use of our websites, including the websites, and (collectively, the “Sites”) and any related content, information, services, technology features or resources (collectively with the Sites, the “Services”). By accessing or using the Services or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
1. ACCOUNT
1.1 Account Data
For purposes of this Agreement, a “Registered User” is a User who has registered an account (“Account”).In registering an Account, please provide true, accurate, current and complete information about yourself as prompted by the registration form (“Registration Data”) and maintain and promptly update the Registration Data accordingly. You represent that you are at least 18 years old (or the age of majority in your place of residence)and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. Please monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify MEvoultion immediately of any use of your password without your permission or authority or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account for the same MEvolution service at any given time. MEvolution reserves the right to remove or reclaim any usernames at any time and for any reason.
1.2 Your Account
You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of MEvolution.
2. OWNERSHIP OF AND LICENSE TO USE THE SERVICES
2.1 Use of the Services.
MEvolution and its licensors and suppliers own all rights, title and interest in the Services (other than User Content, as defined below). The Services are protected by copyright and other intellectual property laws throughout the world. You agree to use the Services solely for your personal non-commercial purposes. Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Any future release, update or other addition to the Services shall be subject to this Agreement. MEvolution, its licensors and suppliers reserve all rights not granted in this Agreement.
2.2 Trademarks
MEvolution’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of MEvolution and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the trademarks displayed on the Services, without our prior written permission in each instance.
3. RESTRICTIONS ON USE OF SERVICES
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, transfer, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not enclose any trademark, logo or Services (including content, page layout or form) of MEvolution; (c) you shall not use any metatags or other “hidden text” using MEvolution’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not directly or indirectly “scrape” or download data from the Services (except if we have expressly granted such rights in writing); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, distributed or republished in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services. Any unauthorized use of the Services terminates the licenses granted by MEvolution pursuant to this Agreement.
4. INDEMNIFICATION
You agree to indemnify and hold MEvolution, its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and suppliers (collectively, the “MEvolution Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. MEvolution reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MEvolution in asserting any available defenses. This provision does not require you to indemnify any of the MEvolution Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.
5. DISCLAIMER OF WARRANTIES AND CONDITIONS
YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MEVOLUTION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES, THIS AGREEMENT AND/OR ANY PRODUCTS SOLD THROUGH THE SERVICES. MEVOLUTION PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. THE LAWS OF CERTAIN STATES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
YOU EXPRESSLY AGREE AND UNDERSTAND THAT MEVOLUTION IS NOT A LICENSED HEALTH CARE PROVIDER AND THAT THE SERVICES ARE NOT A SUBSTITUTE FOR INDEPENDENT MEDICAL CARE BY A QUALIFIED HEALTH CARE PRACTITIONER. MEVOLUTION MAKES NO WARRANTIES OR ASSURANCES WITH RESPECT TO THE THERAPEUTIC BENEFITS OF THE SERVICES.
6. LIMITATION OF LIABILITY
6.1 Disclaimer of Certain Damages
YOU UNDERSTAND AND AGREE THAT MEVOLUTION PARTIES IS NOT LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT MEVOLUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES, INCLUDING PRODUCTS SOLD THROUGH OUR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ELECTRONIC TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
6.2 Cap on Liability
UNDER NO CIRCUMSTANCES WILL MEVOLUTION PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO MEVOLUTION BY YOU DURING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH CLAIM ARISES, OR (C) ONE HUNDRED DOLLARS ($100).
6.3 Exclusions
The laws of some states do not allow for the exclusion or limitation of certain damages. If these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you and you might have other rights. In particular, if you are a User from New Jersey, the foregoing sections titled “Indemnification”, “Disclaimer of Warranties and Conditions” and “Limitation of Liability” are intended to be only as broad as is permitted under the laws of the state of New Jersey. If any portion of these sections is held to be invalid under the laws of the state of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable Sections.
7. TERMINATION
7.1 Termination
If you have violated or acted inconsistently with the letter or spirit of this Agreement, if we are required to do so by law (e.g., where the provision of any of the Services is, or becomes, unlawful), or if we choose to discontinue the Services (in whole or in part), we have the right to, immediately and without notice, suspend or terminate any the Services provided to you. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. In the event that we believe, in our sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated inappropriate conduct, we reserve the right to: (i) warn you via e-mail (to any e-mail address you have provided to us); (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.
7.2 Effect of Termination.
Termination includes removal of access to and barring of further use of the Services, including deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content (if you are a content provider). MEvolution will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content (if you are a content provider). All provisions of this Agreement which by their nature should survive, shall survive termination of your use of the Services, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitation of liability.
8. DISPUTE RESOLUTION
THE PROVISIONS OF THIS SECTION 8 APPLY TO ANY USERS OF THE SERVICES, WHETHER AUTHORIZED OR UNAUTHORIZED. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(a) Any and all disputes between you and us and our employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are giving up your right to go to court to assert or defend your rights 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.
(d) You and we must abide by the following rules: (i) any claims brought by you or us must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (ii) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and MEvolution and our employees, agents, successors, or assigns, regarding or relating to this Agreement or the Services shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
9. GENERAL PROVISIONS
9.1 Release
You hereby release MEvolution Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of this Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a MEvolution Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Sites or any Services provided hereunder.
9.2 Assignment
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without MEvolution’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. MEvolution may freely assign this Agreement, and subcontract, delegate or otherwise transfer its rights and obligations hereunder, without your consent.
9.3 Force Majeure
MEvolution shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
9.4 Notice
Where MEvolution requires that you provide an e-mail address, you are responsible for providing MEvolution with your most current e-mail address. In the event that the last e-mail address you provided to MEvolution is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, MEvolution’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to MEvolution at the following email: support@jointhemevolution.com.
9.5 Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.6 Severability
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
9.7 Export Control
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by MEvolution are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer MEvolution products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
9.8 Entire Agreement
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.