LEGACY HEALTH STRATEGIES LLC TERMS OF SERVICE
Effective as of: January 8, 2020
THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND LEGACY HEALTH STRATEGIES LLC (“LEGACY HEALTH STRATEGIES”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: https://legacyhealthstrategies.com AS WELL AS ALL ASSOCIATED SITES HOSTED BY LEGACY HEALTH STRATEGIES, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITES”). BY USING THE SITES, YOU ARE AGREEING TO ALL OF THESE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITES, ANY SERVICES MADE AVAILABLE THROUGH ANY OF THE SITES (COLLECTIVELY, THE “SERVICES”) OR ANY INFORMATION CONTAINED ON THE SITES.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH LEGACY HEALTH STRATEGIES. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
Legacy Health Strategies may make changes to the content and Services offered on the Sites at any time. Legacy Health Strategies can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on the Sites and, if material changes are made, providing you notice such as through a prominent message on the Sites or via the current contact information provided by you. By using a Site or Service after Legacy Health Strategies has updated the Terms (and provided notice, if needed), you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Sites and Services. These Terms may also be superseded by expressly-designated legal notices, consents or terms applicable to specific Services. These expressly-designated legal notices, consents and terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
By using any Site or Service, you represent, acknowledge and agree that you are at least 18 years of age or, if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Site or Service with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Site and/or Service and agree to these Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Legacy Health Strategies if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use any Site at any time or in any manner or submit any information to the Legacy Health Strategies or any Site or Service.
Legacy Health Strategies provides content through the Sites and Services that is copyrighted and/or trademarked work of Legacy Health Strategies or Legacy Health Strategies’ third-party licensors and suppliers or other users of the Sites (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, Legacy Health Strategies hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Sites solely for your personal use. Except for the foregoing license, you have no other rights in the Sites or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Sites, Services or Materials in any manner.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.
Password Restricted Areas of the Sites and Services.
You need not register with Legacy Health Strategies to simply visit and view the Sites. However, in order to access certain password-restricted areas of the Sites and to use certain Services and Materials offered on and through certain Sites, you must register with Legacy Health Strategies for an account and receive a password.
If you desire to register for an account to use a Legacy Health Strategies Site or Service, you must submit all required information for that account through the account registration page on the applicable Site. You may also have the ability to provide additional optional information that is not required to register for an account but may be helpful to Legacy Health Strategies in providing you with more a more customized experience when using the Site or Service. Once you have submitted your account registration information, a Legacy Health Strategies administrator shall have the right to approve or reject the requested registration, in Legacy Health Strategies administrator’s sole discretion. If your account is approved by Legacy Health Strategies administrator, you will be sent an e-mail that contains a link to set up your password that will allow you to log-on to the applicable Site or Service.
You are responsible for maintaining the confidentiality of your Legacy Health Strategies passwords, and you are responsible for all activities that occur using your passwords. You agree not to share your passwords, let others access or use your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify Legacy Health Strategies if any of your passwords for a Site or Service is lost or stolen, if you are aware of any unauthorized use of your password, or if you know of any other breach of security in relation to a Site or Service.
All the information that you provide when registering for an account and otherwise must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting Legacy Health Strategies using the contact information at the end of these Terms requesting that we make the change.
Using the Services
If you have created an account to use a Service, then subject to your compliance with these Terms and agreement with any applicable consents and ancillary terms, we hereby grant you a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access such Service and to display the Materials accessible therein, solely for your own personal use.
Services or some features of Services may be unavailable at certain times, including during any unanticipated or unscheduled downtime or as a result of system failures or force majeure events. If you have a current account to use a particular Service, we will use commercially reasonable efforts to provide you with information regarding any interruptions involving that Service.
We may temporarily or permanently suspend your access to any portion or all of the Services if we reasonably determine that: (a) there is a threat or attack targeting Services (including a denial of service attack) or other event that may create a risk to the Services or users of the Services; (b) your use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm our systems, or may subject us or any third party to liability; (c) you are using the Services for fraudulent or illegal activities; or (d) you are using the Services in breach of this Agreement (collectively, “Service Suspensions”). If you are an affected user, we will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.
By using the Sites and/or any the Service provided on or through the Sites, you consent to receiving electronic communications from Legacy Health Strategies. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Sites and/or Services. These electronic communications are part of your relationship with Legacy Health Strategies. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Certain Materials that are not Submissions (as defined in “Submissions” below) may be provided by third-party licensors and suppliers to Legacy Health Strategies (“Third-Party Content”) where separate and additional terms govern the use of that Third-Party Content. You agree to comply with any applicable third-party terms applicable to your use of any Third-Party Content or third-party services.
Links to Third-Party Sites.
The Sites and Services may be linked to other web sites that are not Legacy Health Strategies sites (collectively, “Third-Party Sites”). Certain areas of the Sites or Services may allow you to interact and/or conduct transactions with such Third-Party Site and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on the linking Site or Service. If you decide to access any of the Third-Party Sites linked to from a Site or the Services, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those Third-Party Sites. Legacy Health Strategies provides links to the Third-Party Sites to you as a convenience, and Legacy Health Strategies does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT LEGACY HEALTH STRATEGIES WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on a Site or Service to any product, service, publication, institution, organization or any third-party entity or individual does not constitute or imply Legacy Health Strategies’ endorsement or recommendation.
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Sites and Services (each a “Submission”). You may not upload, post or otherwise make available to a Site or Service any material owned by a third-party that is protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining whether any material is protected by any such right and obtaining proper consent is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.
Some of the Services provide you an option to choose to make certain Submissions available for viewing only for limited number of users or service providers (“Private Submissions”). By uploading or submitting Private Submissions through the Services, you hereby grant Legacy Health Strategies an irrevocable, sublicensable, worldwide, non-exclusive, fully paid-up, royalty-free license to reproduce, reformat, modify, translate, distribute, make available and display your Private Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed, for purposes of providing the Private Submissions to you and the users and providers you designate.
You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through the Sites.
When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. Those prohibitions do not require Legacy Health Strategies to monitor, police or remove any Submissions or other information submitted by you or any other user.
When using the Sites and Services, you agree to abide by common standards of decency and act in accordance with the law. For example, when using the Sites and Services you agree not to:
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity.
- Post anything that exploits children or minors or that depicts cruelty to animals.
- Post any copyrighted or trademarked materials without the express permission from the owner.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
- Use any robot, spider, scraper or other automated means to access a Site or Service.
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
- Alter the opinions or comments posted by others on the Sites.
- Post anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not complete or exclusive. Legacy Health Strategies reserves the right to (a) terminate access to your account, your ability to post to the Sites (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Legacy Health Strategies determines is inappropriate or disruptive to a Site, any Service, or to any other user of the Sites and/or Services. Legacy Health Strategies may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Legacy Health Strategies’ discretion, Legacy Health Strategies will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Sites or on the Internet.
Unauthorized use of any Materials or Third-Party Content contained on the Sites may violate certain laws and regulations.
You agree to indemnify and hold Legacy Health Strategies and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Legacy Health Strategies or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of a Site, Materials or Service (or the use of a Site, Materials or Service by any person using your user name and/or password) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
Unless otherwise specified in these Terms, all information and screens appearing on the Sites, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Legacy Health Strategies. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Intellectual Property Infringement.
Legacy Health Strategies respects the intellectual property rights of others, and we ask you to do the same. Legacy Health Strategies may, in appropriate circumstances and at our discretion, deny access to the Sites and/or Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on a Site, please provide Legacy Health Strategies’ designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Legacy Health Strategies to locate the material.
- Information reasonably sufficient to permit Legacy Health Strategies to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Legacy Health Strategies’ agent for notice of claims of copyright or trademark infringement can be reached as follows:
Legacy Health Strategies LLC
3840 Via de la Valle
Del Mar, CA 92014
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Legacy Health Strategies designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Legacy Health Strategies may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers.
Legacy Health Strategies reserves the right, in its sole discretion, to terminate the account or access of any user of our Sites and/or Services who is the subject or repeated DMCA or other infringement notifications.
Disclaimer of Warranties.
Your use of our Sites and/or Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by Legacy Health Strategies, and they may include inaccuracies or typographical or other errors. Legacy Health Strategies does not warrant the accuracy of timeliness of the Materials contained on the Sites or accessible via the Services. Legacy Health Strategies has no liability for any errors or omissions in the Materials, whether provided by Legacy Health Strategies, our licensors or suppliers or other users.
LEGACY HEALTH STRATEGIES, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITES, THE SERVICES, OR ANY MATERIALS, OR TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR CONTENT CONTAINED IN OR PRESENTED ON THE SITES OR SERVICES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES, SERVICES, AND MATERIALS AND ANY INFORMATION OR CONTENT CONTAINED IN OR PRESENTED ON THE SITES OR SERVICES IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LEGACY HEALTH STRATEGIES DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability.
LEGACY HEALTH STRATEGIES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USING OR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SITES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEGACY HEALTH STRATEGIES BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF LEGACY HEALTH STRATEGIES KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
Local Laws; Export Control.
Legacy Health Strategies controls and operates the Sites and Services from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use the Sites or Services outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Legacy Health Strategies, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Sites, any Services, or any Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Legacy Health Strategies is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Legacy Health Strategies is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Dispute Resolution and Arbitration; Class Action Waiver.
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at firstname.lastname@example.org. This Dispute Resolution and Arbitration provision (this “Provision”) facilitates the prompt and efficient resolution of any disputes that may arise between you and Legacy Health Strategies. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and Legacy Health Strategies shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, “Legacy Health Strategies” means Legacy Health Strategies LLC and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Legacy Health Strategies regarding any aspect of your relationship with Legacy Health Strategies, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Legacy Health Strategies’ licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
YOU AND LEGACY HEALTH STRATEGIES EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution.
For all Disputes, whether pursued in court or arbitration, you must first give Legacy Health Strategies an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Legacy Health Strategies: “Legal Department, Legacy Health Strategies LLC, 9191 Towne Centre Drive, Suite 510
San Diego, CA 92122” That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If Legacy Health Strategies does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out.
Notwithstanding the above, you or Legacy Health Strategies may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Legacy Health Strategies: “Legal Department, Legacy Health Strategies LLC, 9191 Towne Centre Drive, Suite 510
San Diego, CA 92122.” Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Legacy Health Strategies through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Legacy Health Strategies. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Legacy Health Strategies may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Sites, Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or Legacy Health Strategies may initiate arbitration in either San Diego, California or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Legacy Health Strategies may transfer the arbitration to San Diego, California in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs – Legacy Health Strategies will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Legacy Health Strategies as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver.
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Legacy Health Strategies specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Sites and/or Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by entering into this Agreement you and Legacy Health Strategies are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Legacy Health Strategies might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of your service with Legacy Health Strategies or its affiliates. Notwithstanding any provision in this Agreement to the contrary, you and Legacy Health Strategies each agree that if Legacy Health Strategies makes any change to this Provision (other than a change to the notice address), you may reject any such change and require Legacy Health Strategies to adhere to the language in this Provision if a dispute between us arises.
Legacy Health Strategies prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, notwithstanding anything to contract herein, certain violations of these Terms, as determined by Legacy Health Strategies, may result in immediate termination of your access to the Sites and Services without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms, the Sites or the Services will be heard in the courts located in San Diego County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Legacy Health Strategies’ failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Legacy Health Strategies and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Legacy Health Strategies about the Sites and Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Legacy Health Strategies may assign all or a portion of their obligations or rights under these Terms to a successor in interest such as an acquiring company. Such a change will be notified as a change to these Terms as described above in the “Changes” section.
If you have any questions about these Terms or otherwise need to contact Legacy Health Strategies for any reason, you can reach us at by email at: email@example.com or by writing to: Legal Department, Legacy Health Strategies LLC, 3840 Via de la Valle, Suite 100 Del Mar, CA 92014.