EIXO TERMS OF USE

Effective as of: July 20, 2024

NOTICE: ANY ACCESS TO AND USE OF THIS WEBSITE AND ANY ONLINE APPLICATIONS, SOFTWARE OR CONTENT AVAILABLE THROUGH THIS WEBSITE IS SUBJECT TO AND WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS WEBSITE OR ANY ONLINE APPLICATIONS, SOFTWARE OR CONTENT AVAILABLE THROUGH THIS WEBSITE.

INTRODUCTION

These Terms of Use (the “Terms”) by and between you and Eixo LLC (“Eixo”) govern your access to and use of (i) the training information and other related content, including without limitation, any concepts, data, recommendations, instructions, alternatives, methods, techniques, procedures, lessons, videos, written materials, other content, or other information supplied by Eixo (the “Content”), (ii) the online application software and platforms (including this website) through which such Content is made available to you, and (iii) any related services, software, or other solutions provided by Eixo (collectively (i), (ii) and (iii), the “Eixo Services”).

By using the Eixo Services you acknowledge having read, understood and agree to be bound by these Terms, and you agree to comply with all applicable laws and regulations in your use of the Eixo Services, including U.S. export and re-export control laws and regulations. The Eixo Services, including all Content incorporated therein, are protected by law, including, but not limited to, United States copyright law and international treaties.

Use of the Eixo Service is subject to the Eixo Privacy Policy and additional terms and conditions presented by Eixo, all of which are made part of these Terms by this reference.

Service provider

These Terms are between you and Eixo LLC, 2020 Fieldstone PKWY, Franklin, TN 37069 STE 900-267

Age and eligibility requirements

BY USING THE EIXO SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS, OR, IF YOU ARE NOT, THAT YOU ARE 13 YEARS OR OLDER AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS. Additionally, in order to use the Eixo Service and access any Content, you represent that you reside in the United States, and any registration and account information that you submit to Eixo is true, accurate, and complete, and you agree to keep it that way at all times.

2. LICENSE AND ACCESS TO THE EIXO SERVICES

Eixo provides numerous Eixo Services options. Certain Eixo Services options are provided free of charge, while other options require payment before they can be accessed. Eixo may also offer special promotional plans, memberships, or services, including offerings of third-party products and services – Eixo is not responsible for the products and services provided by such third parties.

User Type

Full access to certain Eixo Services is available only to individuals for whom access has been purchased or otherwise granted by Eixo via Eixo’s online order form on their own behalf (“Paid Membership”). Certain Paid Membership options may include ongoing services and/or services offered for a Prepaid Period.

Paid Membership License

For Eixo Services licensed on a Paid Membership term basis, subject to your compliance with these Terms (including any other applicable terms and conditions), Eixo grants you a limited, non-exclusive, revocable, non-transferable, perpetual (except as set forth herein) license for the personal, non-commercial use of the applicable Eixo Services and Content solely for the Permitted Use. Your access shall remain in effect unless and until terminated by you or Eixo. You agree that you will not redistribute or transfer the Eixo Service or the Content. The Eixo Services and Content are licensed, not sold or transferred to you, and Eixo and its licensors retain ownership of all copies of the Eixo Services and Content even after you purchase a Paid Membership.

Trial User License

Eixo may, in its sole discretion, grant you access to certain Eixo Services for a limited preview or trial period in order for you to preview and evaluate certain Eixo Services before the purchase and/or adoption of the applicable Eixo Services (“Trial Access”). If you received Trial Access to any Eixo Services, then Eixo grants you the non-transferable, nonexclusive, limited license to access and use the applicable Eixo Services during the specified trial period on a single-user computer for the sole purpose of evaluating the applicable Eixo Services, subject to the terms and conditions of these Terms. If you are granted Trial Access and decide not to license access to the Eixo Services at the end of such period designated by Eixo for your Trial Access, your authorization to access and to use the applicable Eixo Services automatically terminates and you must immediately discontinue use of any applicable Eixo Services.

Access

You agree not to give or make available your username, password, access code or other authentication method (including without limitation, your email address or Internet Protocol address, if applicable) used to access your account to any third parties. You remain responsible for all access to the Eixo Services via your username, password, access code, or other authentication method, even if not authorized by you. If you believe that your username, password, access code, or other authentication method used to access your account has been lost or stolen or that an unauthorized person has or may attempt to use the Eixo Services, you must immediately notify Eixo at [email protected]. Access code(s), password(s) or other authentication are valid only in the country in which issued.

Third Party Material

The Eixo Services may be integrated with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications”) and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices (“Devices”). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Eixo does not guarantee that Third-Party Applications and Devices will be compatible with the Eixo Service. In the event of changes in the terms applicable to such Third-Party Applications and Devices, Eixo reserves the right to terminate access to any Third-Party Applications and Devices, remove any Third-Party Applications and Devices from the Eixo Services, modify the Third-Party Applications and Devices accessible hereunder, or add additional terms and conditions applicable to such material, in each case effective immediately upon notice being made reasonably available to you. In the event of any conflict between the terms hereof and the terms governing the Third-Party Applications and Devices, the terms governing the Third-Party Applications and Devices will control.

Updates and Discontinuation

Eixo may update, modify, or replace the Eixo Services, including any Content available therein, from time to time. Eixo reserves the right to discontinue offering access to any Eixo Services, or a portion thereof, through any or all websites or platforms at any time for any reason, without notice or liability to you. For example:

The Eixo Services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements. Eixo may modify, suspend, or stop (permanently or temporarily) providing all or part of the Eixo Services (including particular functions, features, subscription plans, and promotional offerings). Eixo has no obligation to provide any specific content through the Eixo Services, and Eixo or the applicable owners may remove particular videos and other Content without notice. If you have paid fees directly to Eixo for a Paid Membership that Eixo permanently discontinues prior to the end of your Prepaid Period (as that term is defined in the “Payments and Cancellation” section below), Eixo will refund you the prorated portion of the prepaid fees for the Prepaid Period after such discontinuation. Your account and billing information must be up to date in order for us to refund you. Eixo has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other Eixo Services outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control. The members involved hereby agree to ensure adherence to the following benchmarks: 100% Progress Foundational Videos: Commitment to achieving full completion of foundational videos within the specified timeframe. 8 hours of 33 hours Progress in Training Library: Dedication to achieving comprehensive progress in the Training Library, aiming for complete coverage within the stipulated duration. 100% Progress Ft. Lauderdale: Undertaking to achieve complete progress in the designated Portland area, meeting all outlined criteria. Attended 4 out of 8 Q&A Calls: Agreement to actively participate in a minimum of four out of eight scheduled Q&A calls, demonstrating commitment to interactive learning and engagement.

Termination of Access

These Terms will continue to apply to you until terminated by either you or Eixo. Eixo may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Eixo Service at any time if we believe you have breached any of these Terms, if we stop providing the Eixo Services or any material component thereof, or as we believe necessary to comply with applicable law. If you or Eixo terminate these Terms, or if Eixo suspends your access to the Eixo Services, you agree that Eixo shall have no liability or responsibility to you, and (except as expressly provided in these Terms) Eixo will not refund any amounts that you have already paid. You may terminate these Terms at any time, in which case you may not continue accessing or using the Eixo Services.

 

3. PAYMENTS AND CANCELLATION

Billing You may purchase a Course, Mentorship Package, or Paid Membership directly from Eixo by paying applicable fees plus applicable taxes as disclosed to you prior to your purchase through Eixo’s online order form. (Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge). Some of the Paid Membership options include the ability to purchase certain prepaid services offered during a set term (“Prepaid Period”), which may be subject to a refund if not offered or where modified by Eixo. NO REFUNDS EXCEPT WHERE REQUIRED BY LAW.

Price and Tax Changes Eixo may from time to time make changes to Products and Paid Memberships and will communicate any price changes to you in advance. By continuing to use the Eixo Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Membership prior to the price change going into effect. Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Cancellation You may cancel your Paid Membership by providing Eixo with written notice, by canceling your account, or by discontinuing use of the Eixo Services. Eixo does not provide refunds or credits, except as expressly stated in these Terms. In its sole discretion, Eixo may elect to offer you a refund or partial refund if you are not satisfied with the Paid Membership and can demonstrate, to Eixo’s satisfaction, that you have made every attempt to meet the expectations of the applicable Eixo Services.

4. PROPRIETARY RIGHTS AND USE OF THE EIXO SERVICES

Proprietary Rights No provision of these Terms conveys any ownership interest to you in or to any of the Eixo Services or Content, including site design, text, graphics, interfaces, and the selection and arrangements thereof, in whole or in part, and, except for the express licenses herein, all intellectual property rights, including copyright, patent, trademark, and trade secret, are retained by Eixo, its affiliates, licensors, and collaborators, all rights reserved. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the “Trademarks”) used and displayed on the Eixo Services are registered and unregistered trademarks, service marks and/or trade dress of Eixo, its affiliates, licensors, and collaborators, and you may not copy, imitate or use the Trademarks, in whole or in part, for any purpose. No license or other right to use any Trademark used or displayed on the Eixo Services is granted to you, and these Terms do not grant you any rights to use any Trademarks whether for commercial or non-commercial use.

Additional Terms Your access to and/or use of any current or future Eixo Services may be subject to and require your acceptance of additional terms and conditions, including (i) terms and conditions governing access to and use of the applicable platform(s), and (ii) terms and conditions governing use of any Third Party Applications and Devices that may be incorporated into the Eixo Services, as made available by Eixo from time to time, in electronic or print form.

Enforcement of Rights You hereby grant to Eixo, its affiliates, licensors, and collaborators the right to enforce or assert on their own behalf the provisions of these Terms.

Permitted Use As used herein, “Permitted Use” means the limited purposes for which you may use the Eixo Services, as follows:

• If you work as a medical service provider, you may use the Eixo Services in the course of your professional and related administrative work.
• If you are a current student, are on the faculty, or are otherwise employed by an academic institution, you may use the Eixo Services for education and research (i.e., non-commercial) purposes.
• You may access and use the Eixo Services solely for your own personal, non-commercial use.

Restrictions on Use You shall not (a) use, or permit the use of, the Eixo Services except in accordance with the terms of these Terms; (b) download or print in whole or in substantial part the Eixo Services; (c) modify, translate, reverse engineer, decompile, disassemble, create derivative works of, or otherwise attempt to derive or alter any source code of the Eixo Services or any underlying software; (d) copy or permit the copying of the Eixo Services, other than copying in accordance with the Permitted Use; (e) use the Eixo Services to provide service bureau, time sharing, or similar services to third parties; (f) distribute, sublicense, sell, assign, transfer, rent, lease, pledge, or encumber the Eixo Services; (g) permit access to the Eixo Services to any other person; or (h) alter, remove, or otherwise hinder the delivery of any copyright, disclaimer, or other proprietary notice appearing in the Eixo Services. Redistribution of the Eixo Services for any purpose is strictly prohibited. Any use or attempted use of the Eixo Services or Content other than as specifically authorized herein, without the express prior written permission of Eixo is strictly prohibited and will, among other things, terminate these Terms and all licenses granted herein. Such unauthorized use or attempted use may also violate applicable laws, including without limitation, copyright and trademark laws. Except for the express licenses granted herein, nothing in these Terms shall be construed as conferring any license to any intellectual property rights, whether by estoppel, implication, or otherwise. Upon any termination of your right to access any particular Eixo Services, you must destroy, as applicable, all copies of any Content from the Eixo Services for which access was terminated.

5. ADDITIONAL OBLIGATIONS

Compliance with Laws You shall comply with all applicable federal, state or provincial, and local laws, rules, and regulations in conjunction with your access to and use of the Eixo Services pursuant to these Terms.

No Competitive Eixo Services Under no circumstances shall you use the Eixo Services or information contained therein or results derived therefrom to develop any products or services which could be competitive with the Eixo Services or any other products or services provided by Eixo.

Security Any access or attempt to access for any reason areas of the Eixo computer system or other information thereon is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the web pages on the Eixo Services in whole or in part. You will not spam or send unsolicited e-mail to any other user of the Eixo Services for any reason. You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Eixo Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Eixo’s infrastructure.

6. LINKS AND CONTENT UPLOADS

External Hyperlinks The Eixo Services may also provide links to third party web pages and such links to third party websites on the Eixo Services are provided solely as a convenience to you. If you use these links, you will leave the Eixo Services. Eixo has not reviewed these third party websites and does not control and is not responsible for any of these third party websites, their content, or their policies, including, without limitation, privacy policies or lack thereof. Eixo does not endorse or make any representations about third party websites or any information, software, or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Eixo Services, you do so entirely at your own risk. You acknowledge and agree that Eixo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such third party websites.

Ownership of Content Uploads

The Eixo LLC Services may provide functionality that allows you to upload content that may include information, text, images, audio, video, and any other content (“User Content”) for the public posting, viewing, and sharing of User Content with others. You retain ownership to User Content that you submit for inclusion into the Eixo LLC Services. However, by submitting User Content, you hereby grant Eixo and its affiliates the worldwide, royalty-free, non-exclusive, sub-licensable, and transferable right and license to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment, or attribution of any kind to you or any third party. You grant Eixo and its affiliates all licenses, consents, and clearances to enable Eixo to use User Content for such purposes. You waive and agree not to assert any moral or similar rights you may have in User Content. If the Online Service on which you contribute User Content permits other users to access and use User Content as part of the Online Service, then you also grant all other users of the Online Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute User Content on or through the Online Service without further notice, attribution, or compensation to you. You may not upload or post any content on the Eixo Services that infringes the copyright, trademark, or other intellectual property rights of a third party nor may you upload any content that violates the law, these Terms, and/or any third party’s right of privacy or right of publicity. By posting any of User Content on the Eixo Services, you represent and warrant that you have the lawful right to distribute and reproduce User Content. You are solely responsible for creating backup copies of and replacing any of User Content you post or store on or through the Eixo Services at your sole cost and expense.

Content Upload Restrictions

You are solely responsible for any of User Content that you submit, post or transmit via the Eixo Services. You may not post or submit any of User Content that:

• Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
• Contains nudity, sexually explicit content, drug use, violence, or other offensive subject matter;
• Is patently offensive or promotes racism, bigotry, hatred, or physical harm of any kind against any group or person;
• Solicits personal information from anyone under 18 years old or exploits images or the likeness of individuals under 18 years old;
• Makes use of offensive language or images;
• Includes a photograph of another person that you have posted without that person’s consent;
• Promotes an illegal or unauthorized copy of another person’s copyrighted work;
• Promotes any criminal activity or enterprise or provides instructional information about illegal activities;
• Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes or provides a link to any commercial websites (including without limitation, a link to an adult website); or
• Solicits passwords or personal identifying information for commercial or unlawful purposes from other users.

This list of prohibitions provides examples and is not complete or exclusive.

Monitoring of Content Uploads

Eixo shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all User Content, and may remove or require you to remove any or all User Content that Eixo, in its sole discretion, deems to be a violation of these Terms, or is offensive, inappropriate, illegal or harm or threaten the safety of any person. In addition, Eixo has the right to remove User Content if Eixo has reason to believe that displaying such content may infringe the rights of a third party or subject Eixo to expense or liability. You acknowledge and agree that Eixo shall not assume or have any liability for any action or inaction by Eixo with respect to any User Content.

Use of User Content and Other Information

By using the Eixo Services, you agree Eixo may store the information you provided as part of the registration process and use aggregate statistical information about your usage of the Eixo Services for any purpose, including commercial use and use in improving and marketing its products and services. In addition, you further agree Eixo may share such aggregate statistical information about your usage of the Eixo Services with its affiliates, licensors, collaborators, service providers, and other third parties, in Eixo’s sole discretion.

Commentary

The Eixo Services may contain areas where you are encouraged to communicate with Eixo, including providing commentary, testimonials, and/or additional information concerning the Eixo Services. By communicating with Eixo on or about the Eixo Services, you grant Eixo a perpetual, non-exclusive, royalty-free worldwide license to publish your communications on the Eixo Services, use such commentary in any promotion of the Eixo Services and to attribute the communications to the name and/or entity associated with such communication. You further represent and warrant that you own all rights to the communication and that such communication does not infringe upon or otherwise violate the rights of any third party. Eixo has the right, but not the obligation (except as otherwise required by law), not to post or, in the alternative, to remove any communication from the Eixo Services and/or to remove any user or prevent further communication by any user, at Eixo’s sole discretion, which is defamatory, offensive, or otherwise objectionable, which infringes the rights of any third parties or which fails to comply with these Terms. Any user who infringes the rights of third parties may be denied access to the Eixo Services to post information of any kind. You acknowledge and agree that Eixo may preserve communications and disclose communications if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to any claims that any communication violates the rights of third parties; or (d) protect the rights, property, or personal safety of Eixo, its users and/or the public.

Video Appearance

As part of the Eixo Services, you may be invited to appear (i.e., name, image, voice, and likeness) in video content broadcast live or otherwise made available to third parties (collectively, the “Videos”). In the event you agree to participate and appear in any Videos, you hereby grant Eixo a perpetual, royalty-free, worldwide, nonexclusive, non-terminable license to use your name, image, voice, and likeness in connection with the Video via distribution across the Eixo Services in any media now known or in the future invented. Further, you waive any claim you may have against Eixo or its agents, affiliates, and assigns as a result of your appearance in the Videos. For purposes of clarity, you are not required to participate or appear in any Videos.

No Warranty; Disclaimer

NO WARRANTY

THE EIXO SERVICES HEREUNDER, INCLUDING ANY CONTENT THEREIN, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE FURNISHED BY EIXO AND ACCEPTED BY YOU “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. EIXO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EIXO SERVICES HEREUNDER, INCLUDING ANY CONTENT THEREIN, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EIXO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THESE TERMS, THE EIXO SERVICES, THE CONTENT, OR THE RESULTS DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, CURRENCY, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE). NO EIXO EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED IN THESE TERMS. IN ADDITION, YOU ACKNOWLEDGE THAT ACCESS TO THE EIXO SERVICES, AND THE CONTENT THEREIN MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND THAT EIXO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you.

Industry Disclaimer

THE EIXO SERVICES (INCLUDING THE CONTENT THEREIN) ARE NO SUBSTITUTE FOR INDIVIDUAL PATIENT ASSESSMENT BASED UPON A HEALTHCARE PROFESSIONAL’S EXAMINATION OF EACH PATIENT AND CONSIDERATION OF, AMONG OTHER THINGS, AGE, WEIGHT, GENDER, CURRENT OR PRIOR MEDICAL CONDITIONS, MEDICATION HISTORY, LABORATORY DATA, AND OTHER FACTORS UNIQUE TO THE PATIENT. WHILE THE EIXO SERVICES MAY DESCRIBE VARIOUS BASIC PRINCIPLES OF DIAGNOSIS, THE EIXO SERVICES ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR THE EXERCISE OF PROFESSIONAL JUDGMENT. YOU ACKNOWLEDGE THAT THE USE OF THE EIXO SERVICES WILL NOT DELIVER NOR CONSTITUTE MEDICAL CARE OR OTHER PROFESSIONAL HEALTH SERVICES. EIXO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS, LOSSES, DAMAGES, COSTS, OR OTHER LIABILITIES ARISING FROM THE USE OF THE EIXO SERVICES (INCLUDING THE CONTENT THEREIN) BY YOU OR ANY THIRD PARTY. ADDITIONALLY, EIXO MAKES NO WARRANTY OR REPRESENTATION THAT THE EIXO SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EIXO (INCLUDING ITS PARENTS, AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES, WITHOUT REGARD TO THE FORM OF ANY ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE EIXO SERVICES (INCLUDING THE CONTENT THEREIN) OR THE RESULTS DERIVED THEREFROM, EVEN IF EIXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. IN PARTICULAR, AND WITHOUT LIMITATION, EIXO SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE EIXO SERVICES OR FROM ANY CONTENT POSTED ON THE EIXO SERVICES BY EIXO OR ANY THIRD PARTY. IN NO EVENT SHALL EIXO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF $100 OR THE AMOUNTS RECEIVED BY EIXO FROM YOU FOR THE EIXO SERVICES GIVING RISE TO THE CLAIM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. IN ADDITION, YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE EIXO SERVICES OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR IT SHALL FOREVER BE BARRED.

 

ESSENTIAL TERMS
YOU ACKNOWLEDGE THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS ARE AN ESSENTIAL ELEMENT TO MAKING THE EIXO SERVICES AVAILABLE UNDER THESE TERMS, AND THEREFORE THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE, ABSENT YOUR AGREEMENT TO THIS LIMITATION, EIXO AND ITS LICENSORS WOULD NOT PROVIDE THE EIXO SERVICES AND THE CONTENT ACCESSIBLE THEREIN.

CLAIMS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND OR FILING AN INDIVIDUAL ACTION AS SPECIFIED UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless Eixo, its affiliates, licensors, and collaborators, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, liabilities, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising out of, connected with or resulting in any way from (i) your use of the Eixo Services; (ii) your violation of these Terms or any applicable law; (iii) your negligence or willful misconduct; (iv) incomplete or inaccurate information or data provided by you; (v) unauthorized use of any Content; or (vi) any of User Content uploaded or posted to the Eixo Services. Eixo reserves the right, at its discretion, to assume or participate, at your expense, in the investigation, settlement and defense of any action or claim to which it is entitled to indemnification. No claim shall be settled without Eixo’s prior written consent unless such settlement includes a complete release of Eixo, its affiliates, licensors, and collaborators from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, Eixo, its affiliates, licensors, and collaborators. you acknowledge and agree that there can be no adequate remedy at law to compensate Eixo, its affiliates, licensors, and collaborators for the breach of the intellectual property protection provisions of these Terms; that any such breach would result in irreparable harm to Eixo, its affiliates, licensors, and collaborators that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Eixo, its affiliates, licensors, and collaborators shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies may be available at law.

GENERAL PROVISIONS

Assignment
You may not assign these Terms in whole or in part, without the prior written consent of Eixo. Eixo may freely assign these Terms to any affiliate or successor of Eixo or in connection with any sale transaction or change of control transaction involving any of the Eixo Services and may delegate its duties, in whole or in part, in each case without your consent. An assignee of either party authorized hereunder shall be bound by the terms of these Terms and will have all of the rights and obligations of the assigning party set forth in these Terms. If any assignee refuses to be bound by all of the terms and obligations of these Terms or if any assignment is made in breach of the terms of these Terms, then such assignment shall be null and void and of no force or effect.

Entire Terms
These Terms and any other document expressly referenced herein, constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof. You acknowledge there were no representations or promises made by Eixo on which you have relied in entering into these Terms that are not expressly stated herein.

Location
The Eixo Services are controlled and operated from within the United States. Without limiting any provisions of these Terms, Eixo makes no representation that the Eixo Services are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Eixo Services from other locations do so of their own volition and are responsible for compliance with applicable laws.

Customer Support, Information, Questions, and Complaints
For customer support with account- and payment-related questions or if you have any questions concerning the Eixo Services or these Terms, please contact Eixo at [email protected].

Survival
Those terms which by their nature are intended to survive termination or cancellation of these Terms, shall survive.

Third-party Rights
You acknowledge and agree the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, (1) these Terms are not intended to grant rights to anyone except you and Eixo; and (2) in no event shall these Terms create any third-party beneficiary rights.

Apple (iOS)
If you have downloaded any of our mobile software applications (each, an “App”) from the Apple Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and Eixo only, not with Apple, and Apple is not responsible for the Eixo Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Eixo Service. In the event of any failure of the Eixo Service to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Eixo Service. Apple is not responsible for addressing any claims by you or any third party relating to the Eixo Service or your possession or use of the Eixo Service, including: (1) product liability claims; (2) any claim that the Eixo Service fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Eixo Service or your possession and use of the App infringe that third party’s intellectual property rights. you agree to comply with any applicable third-party terms, when using the Eixo Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

About These Terms
Under applicable law, you may have certain rights that can’t be limited by a contract. These Terms are in no way intended to restrict those rights.

Changes
Eixo may make changes to these Terms from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Eixo Services (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other prominent notice within the Eixo Service, or other means). Your use of the Eixo Services following any changes to these Terms will constitute your acceptance of such changes. If you have a Paid Membership and do not wish to continue using the Eixo Services under the updated Terms you must close your Eixo account and discontinue use of the Eixo Services.

Governing Law
These Terms shall be governed by and interpreted in accordance with the laws of the United States and the State of Tennessee, without giving effect to the conflicts of law provisions thereof and excluding the United Nations Convention for Contracts for the International Sales of Goods. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts of Davidson County, Tennessee for any litigation or disputed arising out of or related to these Terms, (ii) agree not to commence any litigation arising out of or related to these Terms except in the state or federal courts in Davidson County, Tennessee, and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THESE TERMS OR THE SUBJECT MATTER HEREOF.

Severability

If any provision of these Terms or its application to particular circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision (or its application to those circumstances) shall be deemed stricken and the remainder of these Terms (and the application of that provision to other circumstances) shall continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties; the parties shall replace the severed provision with the provision that will come closest to reflecting the intention of the parties underlying the severed provision but that will be valid, legal, and enforceable.

 

Waivers

No purported waiver by any party of any default by any other party of any term or provision contained herein (whether by omission, delay or otherwise) shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein.