Patient-Centric Solution
ixlayer
Terms of Service
(Website Terms of Service and Programs Terms of Service)
(Website Terms of Service and Programs Terms of Service)
Your health plan (your “Health Plan”) has determined that you are eligible to participate in a Health Plan sponsored program (the “Program”) that facilitates laboratory testing and related services (collectively, the “Services”). Your Health Plan, directly or indirectly, partners with third parties (“Partners”) to facilitate and provide access to such Services, including the provision of a home sample collection kits (“Kit”) for laboratory test(s) (each, a “Test”), laboratory testing, clinician oversight services by independent clinicians, including ordering of a Test(s), if appropriate, the provision of results of such Test(s) (“Results”) and certain related technology services by Company (as defined below). Your use of the Services is governed by this Consent as well as the Website Terms of Service, Consent, Privacy Policy, clinical oversight provider policies and any additional consents you provide or terms which your Health Plan, Company or its Partners provide to you.
IX Layer Inc. (individually and collectively, “we”, “our”, “us”, or “Company”) owns and operates the Program website and all related portals, information and applications contained therein (collectively, the “Site”) to facilitate the Services. As used on the Site, the terms “you” and “your” means any person who views, accesses, uses, or obtains information from the Site or who obtains information by monitoring activity to and from the Site.
The information on this Site is intended solely as a general information and is neither medical nor health care advice for any individual problem nor a substitute for medical or other professional advice and services from a qualified health care provider. You should seek the advice of a qualified health care provider with any questions you may have regarding the Test or your health.
This Website Terms of Service Agreement (the “Agreement”) states the terms and conditions under which you may access and use the Site. This Site also contains various information in the form of reports, data, text and other materials about us, as well as third-party content that is licensed to us (collectively, the “Content”). The terms of your specific use the Site with respect to any products and/or services we may provide you shall be governed by separate agreement, to be entered into between you and us (“Program Terms of Service”). By accessing and/or otherwise using this Site and its Content, you acknowledge that you have read, understood and agree to be legally bound by this Agreement.
Please read this Agreement, carefully. We reserve the right to amend this Agreement at any time and from time to time by posting a revised Agreement on the Site. This Agreement was last revised on the date above. If you use the Site after an amended Agreement has been posted, you will be deemed to have agreed to such amended Agreement. You may want to periodically visit this page to view the most recent Agreement.
In order to use the Services, you must set up an account on the Site by creating a username and password. When you set up an account, you agree to provide contact information that can be used to contact you in connection with your use of the Site, the Services or as otherwise provided in the Program Terms of Service, Privacy Policy, Informed Consent or any other consent or terms provided to you. It is important that you provide accurate and complete information and that you promptly update contact information in your account. We are not liable for any loss or damage caused by inaccurate or incomplete contact information provided by you.
You will access and use the Site solely for your personal purposes in connection with the Services. You will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Site or any Content in a manner that: (1) is inconsistent with this Agreement; (2) violates any federal, state or local law, rule, regulation or order, or (3) could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You acknowledge and agree that the Site and the Content includes subject matter that is owned by us or other third parties and is protected under copyright, trademark and other intellectual property laws. Unauthorized use of the Site or the Content may violate such intellectual property laws or other laws relating to privacy and publicity. The violation of such laws may give rise to civil and/or criminal penalties.
You agree that you will not interrupt or attempt to interrupt the operation of this Site in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You agree that you will not use a robot, spider, manual or automatic processes or devices to data-mine, data-crawl, scrape or index the Site in any manner. You agree that you will not take the Site, in part or in full, and modify it for your own personal or commercial purposes including, but not limited to, altering, adapting, licensing, sublicensing or translating the Site. You agree that your use of the Site will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Site. Possible evidence of use of this Site for illegal purposes may be provided to law enforcement authorities.
You will not transmit, distribute, introduce or otherwise make available in any manner through the Site any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs or other malicious or harmful programming (collectively, “Malware”). We do not have an obligation to detect the presence of such Malware. If you download software or any other Content from the Site, you do so at your own risk.
The Site is provided for use only by individuals located in the United States.
The transmission of information via the internet cannot be guaranteed to be completely secure. We cannot guarantee that your information will not be accessed, altered or lost through a breach of any of our physical and electronic safeguards. You accept the risk that others may be able to read or intercept any information you submit or send through the Site.
You acknowledge that this Site, the Services and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain our property or the property of our licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.
The trademarks, logos and service marks appearing on this Site and in connection with the Services, including, but not limited to, the trademark “ixlayer”, and trademarks of any Partner are trademarks and service marks of Company, and such Partner, respectively. Nothing on this Site or the Services should be construed as granting, by implication or otherwise, any license or right to use any of trademarks and service marks displayed on this Site, without our prior written permission in each instance.
The Content of this Site is protected by copyright law. All such Content is also copyrighted as a collective work under the copyright laws, and we own a copyright in the selection, coordination, arrangement, and enhancement of such Content.
Company may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who Company, in its determination, believes have repeatedly infringed others’ rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Company via email to info@ixlayer.com or by mail to IX Layer Inc., 447 Sutter Street, Ste 405, PMB 53, San Francisco, CA94108; an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; description of where the material that you claim is infringing is located on the Site, including a url link; Your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf
Unless we specifically provided otherwise, all feedback or submissions of any kind that you submit to this Site (the “Contributions”) are hereby received on a non-confidential basis and shall, to the fullest extent permissible under applicable law, become our property. To the extent that applicable law does not provide us with an ownership interest in any Contributions, you agree that by providing us with the Contributions you are granting us any of our affiliated companies and sublicensees a perpetual, royalty-free, irrevocable worldwide license to use, transmit, copy, reproduce, distribute, publicly display or perform, and to prepare derivate works based upon the Contributions. By submitting or otherwise making the Contributions available to us, you represent and warrant that you own or control all rights in such Contributions necessary to post, upload, input, submit or otherwise make them available to us, and to provide us with either ownership or licensed rights under this section of the Agreement. You understand that your Contributions will not be confidential and that no compensation will be paid to you with respect to your Contributions. Despite the rights granted to us herein, we are under no obligation to in any way use, post, or otherwise make such Contributions available.
We prohibit the use of any links to the Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of this Site with any other website without our prior written permission.
This Site may periodically provide links to third-party websites (“Third-Party Sites”). This Agreement governs only this Site and not any Third-Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content, products or services in the Third-Party Site. We do not control these Third-Party Sites and expressly disclaim any responsibility for the content, the accuracy of the information and any products or services available on the Third-Party Sites. We have not investigated or monitored the Third Party Sites for accuracy or completeness. The Third Party Sites may have different privacy policies and security standards than our Site. We are not responsible if any terms shown on our Site differ from those shown on the Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk.
Our Privacy Policy explains the policy applicable to the information that is collected through the Site or received directly from you and is hereby incorporated by reference into this Agreement.
We protect your privacy related to this Site. We maintain appropriate administrative and technical controls to safeguard the security and privacy of your personal information. You are responsible for taking all steps to ensure that no unauthorized person shall have access to your account or password, to the extent applicable. When creating your account, you must provide accurate and complete information. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. It is your sole responsibility to: (i) control the dissemination and use of your account and password; and (ii) promptly inform us of any need to deactivate an account or password. We are not liable for any harm related to the theft of passwords, or your disclosure of passwords. You shall immediately notify us of any unauthorized use of your account or password or any breach of confidentiality. You are solely responsible for any damage resulting from the use of your account and username. You may not use your account or password to breach security of another account.
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF COMPANY, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “COMPANY PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE COMPANY PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU.
NONE OF THE COMPANY PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.
UNDER NO CIRCUMSTANCES WILL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE. IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE COMPANY PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THIS SITE.
Upon a request by us, you agree to defend, indemnify, and hold harmless us, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees that arise from:
-Your breach of these terms of service,
-Any allegation that content you provide infringes or otherwise violates the copyright, trade secret, trademark or other intellectual property rights of a third party, an
-Your access or use of our website.
This Agreement and all matters relating to your access to, or use of this Site shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to conflict of law principles. We make no representation that the Content on our Site is appropriate, legal or available for use in other locations. Those who choose to access this Site from other locations do so at their own initiative and are responsible for compliance with applicable local laws. Any legal action or proceeding relating to this Agreement or your access to or use of this Site shall be instituted in a state or federal court in the State of California. You agree to submit to the jurisdiction of, and agree that venue is proper in these courts. You agree to make the Company Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site or any violation of this Agreement.
This Site is offered and available to users who are 18 years of age or older. We do not collect or maintain personal information from people we actually know are under 18 years old. If we obtain actual knowledge that a user is under 18 years old, we will use our best efforts to remove that person’s information from our database. If you are not 18 years of age or older, you must not access or use the Services.
In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Governing Law; Disputes and Miscellaneous shall survive the termination of this Agreement. This Agreement contains the entire agreement of the parties concerning your use of this Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. We reserve the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability. You expressly absolve and release the Company Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You expressly agree not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States.
You agree that if you violate this Agreement, your permission to use our website automatically terminates and you must immediately destroy any copies you have made of any portion of the content contained on our website. You also agree that we may, in our sole discretion, terminate your access to our website or any portion thereof, or discontinue providing our website or any portion thereof.
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR HEALTHCARE PROVIDER OR 911 IMMEDIATELY. NEITHER COMPANY NOR ITS PARTNERS PROVIDES ANY SERVICES FOR MEDICAL EMERGENCIES.
PLEASE READ THESE PROGRAM TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES.
BY CLICKING “I ACCEPT” OR OTHERWISE INDICATING YOUR ACCEPTANCE AS DESCRIBED IN THE KIT AND/OR DOCUMENTATION YOU HAVE RECEIVED IN CONNECTION WITH THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED AND AGREED TO BE BOUND BY THIS CONSENT AND THAT YOU HAVE AGREED TO RECEIVE THE SERVICES DESCRIBED BELOW. IF YOU DO NOT ACCEPT, YOU WILL NOT BE ABLE TO USE OR RECEIVE THE SERVICES.
Your health plan (your “Health Plan”) has determined that you are eligible to participate in a Health Plan sponsored program (the “Program”) that facilitates laboratory testing and related services (collectively, the “Services”). Your Health Plan, directly or indirectly, partners with third parties (“Partners”) to facilitate and provide access to such Services, including the provision of a home sample collection kits (“Kit”) for laboratory test(s) (each, a “Test”), laboratory testing, clinician oversight services by independent clinicians, including ordering of a Test(s), if appropriate, and the provision of results of such Test(s) (“Results”). In order to provide the Services, your Health Plan partners with IX Layer Inc. (“Company”), a Partner which provides certain technology services in connection with the Test and related Services, including, without limitation, providing the Site, as well as integration and facilitation of access to laboratory and clinical services. Your use of the Services is governed by this Program Terms of Service (“Terms”) as well as the Website Terms of Service, Consent, Privacy Policy, clinical oversight provider policies and any additional consents you provide or terms which your Health Plan, Company or its Partners provide to you.
You have received or will receive a Kit to collect a sample (for example, dried blood spot, urine or stool) to be sent to an independent laboratory for the applicable Test(s) for the Program.
Your Health Plan has provided certain information about you that is necessary for a healthcare provider to order the Test(s). If you elect to participate in the Program, your information will be provided to a licensed physician or other licensed healthcare provider affiliated with Wheel (as defined below), an independent third-party company with whom Company has partnered to provide you with access to clinician oversight of the lab testing (each Wheel-affiliated healthcare provider is referred to as a “Provider”). Based on the information you provide, the Provider will order the requested Test(s), if appropriate. You will be notified whether or not your Test request has been approved. Neither Company nor the Provider is under any obligation to proceed with the Test. Services will not be provided to you if a Provider does not authorize your request and order the applicable Test(s).
You will provide an applicable sample(s) via the Kit and in accordance with the Kit instructions, send the sample(s) to an independent third party Lab (as defined below) with which Company has partnered to enable laboratory testing services. Once received, the Lab will provide laboratory testing services for the sample(s).
Once the Test Results are provided by the Lab, the Results are reviewed by Providers, as appropriate. Your Results will be provided to you via an online platform provided by Company (the “Site”), mailed or delivered via other methods. A Provider will make reasonable efforts to contact you if your Results are outside the normal range to a degree that may constitute an immediate health risk to you as further described in the Wheel Consent above. During such outreach, the Provider will notify you of your results, provide education about your Results, if appropriate, and make recommendations for next steps (eg contacting a healthcare provider for treatment), as appropriate. For certain sensitive Results, Provider may require that he or she speak to you prior to releasing such Result to you on the Site. Such outreach is not part of any diagnosis or treatment and is not considered the practice of medicine or any other profession.
The Services do not constitute treatment of any condition, disease or illness. Providers will not prescribe or order any medication or devices in connection with the Services. You are responsible for sharing your Results with your healthcare provider and for following up with your healthcare provider for care, diagnosis and/or medical treatment. Providers do not replace your existing primary care or other relationship with your physician or other healthcare provider.
You will not make medical decisions without consulting a healthcare provider. You will not disregard advice from your healthcare provider or delay seeking advice from a healthcare provider based on information provided as a result of the Tests or the Services.
If you have concerns or questions regarding the Test, you should consult your healthcare provider or contact the clinical team through info@ixlayer.com.
You acknowledge that Company is not a laboratory and does not perform any testing on your Sample. Company enables you to access independent laboratories for laboratory testing services. The laboratory Partner (the “Lab”) performing the laboratory services for a Test is identified in the Kit. The Lab is solely responsible for all of the laboratory services provided in connection with the Test.
Due to the nature of the Tests, neither Company nor the Lab can warrant that the Tests will be entirely accurate. As with all Tests, there can be false positive or false negative results. Test Results may not constitute definitive diagnoses and further testing may be required from your healthcare provider. Failure to follow the Kit instructions or return the sample within the timeframe provided in the Kit may result in inaccurate Results.
You acknowledge that Company is not a healthcare provider and does not provide medical, health or other professional services or advice. Company enables you to access independent healthcare providers for clinician oversight for the Test through a Partner, Wheel Medical, P.A., an independent entity not affiliated with Company and Wheel Medical, P.A.’s affiliated clinicians (collectively “Wheel”). Wheel’s affiliated Providers provide clinician oversight, including ordering, where appropriate, for the Tests. You acknowledge that Providers are not employees of Company and are not providing services on behalf of Company but instead are independent professionals solely responsible for the services each provides to you. By requesting clinical services and lab review services, you agree that your relationship to Wheel Provider Group is independent and is governed by Wheel Terms of Use. .
If your sample is not able to be processed by the Lab (eg if there is not a sufficient amount of the sample) or if there is an indeterminate result, you will be notified. Please contact Company as set forth below.
If your Kit is damaged or you otherwise require a replacement Kit, please contact info@ixlayer.com.
By agreeing to these Terms of Service or by using the Services, you represent and warrant to that you are (i) at least eighteen (18) years of age of the applicable age of majority in the state where you are located, (ii) not barred under any applicable laws from doing so or from receiving Services in the jurisdiction where you reside or where you use them, (iii) are a U.S. resident who located in the U.S. during the provision of the Services, (iv) all data submitted or provided by you or on your behalf in connection with the Services is truthful, accurate, and complete and (v) you will use the Services solely for your personal use.
The Services may not be available in certain U.S. states. You will be notified if the Services are not available in the state in which you are located.
Our Services may be temporarily or permanently limited or suspended or your access to the Services may be canceled at our sole discretion at any time, including if you have violated the Terms.
You may be contacted by Company, and/or its Partners at the phone number, mobile number, email address and address that you or your Health Plan provide, including calls, text messages and other messaging regarding the Services and followup, including customer surveys. You understand and agree that such messages may include personal health information about the Test(s) and your Results. You understand that it is your responsibility to monitor and respond to these messages and emails. You understand that you are responsible for notifying info@ixlayer.com of any changes to your contact information.
Please review the Privacy Policy and the Wheel Notice of Privacy Practices which describe privacy practices in connection with the Services.
You acknowledge that the Services and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed.
You shall not assign, transfer or convey these Program Terms of Service or any obligations thereunder without our prior written consent. Any assignment, transfer or conveyance by you in violation of these Program Terms of Service shall be of no power or effect.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF COMPANY, THE PARTNERS, NOR ANY OF THEIR AFFILIATES, SUBSIDIARIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SERVICES. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS REGARDING ANY SERVICES PROVIDED BY ITS PARTNERS. NONE OF THE PARTIES ARE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE INFORMATION THAT YOU PROVIDE OR IS PROVIDED ON YOUR BEHALF IN CONNECTION WITH THE SERVICES.
NONE OF THE PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
UNDER NO CIRCUMSTANCES WILL COMPANY OR ANY OF THE PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IN NO EVENT SHALL ANY OF THE PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE PARTIES ARISING IN CONNECTION WITH THE SERVICES OR UNDER OR IN CONNECTION WITH THESE PROGRAM TERMS OF SERVICE EXCEED ONE HUNDRED US DOLLARS. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THESE PROGRAM TERMS OF SERVICE OR IN CONNECTION WITH THE SERVICES MUST BE BROUGHT WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
Upon a request by us, you agree to defend, indemnify, and hold harmless the Parties, and their respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees that arise from:
This Agreement and all matters relating to your access to, or use of this Services shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to conflict of law principles. Any legal action or proceeding relating to this Agreement or your access to or use of the services shall be instituted in a state or federal court in the State of California. You agree to submit to the jurisdiction of, and agree that venue is proper in these courts. You agree to make the Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Services or any violation of this Program Terms of Service.
You agree that any controversy or claim arising out of or relating to these Program Terms of Service, or the breach thereof (the “Disputes”), shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and take place in California. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You agree to arbitrate solely on an individual basis, and that these Program Terms of Service do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the tribunal’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. Notwithstanding the foregoing, either party may (i) bring claims in a California state or federal court related to their intellectual property rights and/or (ii) seek equitable or injunctive relief without having to post a bond or other security and without having to prove the inadequacy of other available remedies.
You agree that we may provide you with notices, including those regarding changes to this agreement, by email to the address you provided at the time of registration or as changed in your account profile on the Site.
We reserve the right to change this Program Terms of Service at any time. When we make changes, we will post the changed Program Terms of Service on the Site and it will become effective immediately. Your continued access to or use of the Site or Services represents your acceptance of such changed policy.
These Terms, including the other documents referenced and referred to herein, constitutes the entire agreement between you and us with respect to the Site and the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Program Terms of Service and any applicable purchase or other terms, the terms of this agreement shall govern. If any provision of these Program Terms of Service are illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Program Terms of Service will continue in full force and effect. The headings of sections and paragraphs in these Program Terms of Service are for convenience only and shall not affect its interpretation.
If you have any questions about these Program Terms of Service or the Services, please contact us at info@ixlayer.com