Last Revised: June 14, 2023
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVIDION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND SHUTTLE HEALTH.
By clicking “Accept” or using the Services, you agree to these Terms in their entirety.
To use the Services, you must agree to be unconditionally bound by these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms and use the Services. If you are accessing the Services on behalf of a company or other legal entity, you represent and agree that you are authorized to act on behalf of such entity and to bind such entity to these Terms. You accept the Terms by accessing or using the Services in any manner, or clicking to accept or agree to the Terms where this option is made available to you. These Terms will remain in effect as long as you use our Services. If you do not agree with any of these Terms, do not access or use the Services. If you are a Client, you are also subject to the Shuttle Health SaaS Agreement.
You must be at least 18 to use the Services and meet our other eligibility requirements.
To be eligible to use the Services, you must be at least 18 years old and reside in the United States or any of its territories or possessions. You may access the Services as a visitor to our website or other online channels, as a healthcare practice or supplier subscribed to our Services (a “Client”), an employee or other authorized user of a Client (“Authorized User”), or as a patient of a Client (“Patient”). By accessing or using the Services, you represent and warrant that you are of legal age to form a binding contract with Shuttle Health, and you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use the Services.
You can use the Services as a visitor, Client, Authorized User, or Patient.
You may use the Services in compliance with these Terms and applicable laws.
At Shuttle Health, our mission is to innovate healthcare by digitally transforming these processes so that the provider, supplier, manufacturer, and payer can all work together seamlessly to expedite healthcare service and improve patient quality of life. You can use our Services by accessing our website or online channels, as a Client, Authorized User or Patient, in each case subject to these Terms. By using the Services in any capacity, you represent and warrant that (a) any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; (c) you will be entirely responsible for maintaining the security of your logins and credentials, if any; and (d) your use of our Services and their features does not and will not violate any applicable law, rule or regulation. Any use of the Services in violation of these Terms that in our judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services, without limiting any other rights and remedies.
Authorized Users and Patients must register to access the Services.
As a Patient, you will receive SMS text messages about their prescriptions. You can opt-out anytime.
Using the Services does not change a Patient’s relationship with a Client as the Patient’s healthcare provider or supplier.
The Services are not medical treatment or advice, insurance billing or payment, etc.
b. Patients and Clients. Your use of the Services as a Patient does not change your relationship with the Client through which you are using the Services, and it does not make Shuttle Health a party to any relationship or transactions you have with a Client, whether that Client is a healthcare practice, supplier, or otherwise. You as the Patient, and not Shuttle Health, are responsible for your care, treatment, purchases, and services received by or through the Services. For clarity, any medical care, treatment, purchases, or services sought or received by a Patient from a Client is governed by the Client’s terms and conditions and policies, as applicable.
c. Not Medical Treatment or Insurance Services. As a Patient, you understand and agree that the Services do not diagnose, treat, cure, or guarantee prevention of any injury or illness, prescribe or provide prescription drugs, products or services, or process billing or payment with your insurance or otherwise. Shuttle Health cannot offer you medical advice or any other services related to the practice of medicine, receipt of healthcare or health insurance services. Additionally, use of our Services should not replace your good judgment and common sense. Please read and comply with all safety notices. We do not warrant the accuracy, completeness, or usefulness of the Services. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or others.
6. AUTHORIZED USERS
Authorized Users use the Services via a Client, subject to the Client’s policies and contract with Shuttle Health.
Authorized Users have no employment relationship with Shuttle Health.
a. Access via Client. If you access the Services as an Authorized User of a Shuttle Health Client, your access to the SaaS Service has been paid by the Client, and you will be able to use the Services subject to the Client’s policies and practices until the expiration of a specified term agreed between the Client and Shuttle Health. The Client paying for your access to the Services controls the scope and duration of the subscription by which you may access the Services and may terminate or de-provision your access to it. You agree that Shuttle Health will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, the Services that were originally provided to you by such Client.
b. No Employment Relationship. As an Authorized User, you may use the Services in connection with your employment, however, you understand you have no employment relationship with Shuttle Health and that you and Shuttle Health are independent contractors. Nothing in these Terms shall be interpreted to grant either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent, or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever. You acknowledge and agree that you will not be entitled to participate in and/or receive any benefits from Shuttle Health under any circumstances, Shuttle Health has no obligation to withhold any income or other payroll taxes on your behalf. You agree to indemnify, defend, and hold harmless Shuttle Health from and against any losses that we incur as a result of your breach of your obligations under this provision.
c. Covered Entities. A Client that is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) is solely responsible for (i) ensuring that the Client has executed and at all times complies with a HIPAA Business Associate Agreement with Shuttle Health and (ii) training its Authorized Users to use the Services in compliance with HIPAA.
7. LICENSE GRANT
Shuttle Health grants you a limited license to use the Services under these Terms.
Subject to these Terms, Shuttle Health hereby grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use the Services for your own personal, non-commercial purposes. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise any ownership, license or other grant of right to any copyright, trademark, or other intellectual property of Shuttle Health or any third party, except as expressly provided in these Terms. Shuttle Health reserves all rights not expressly granted in these Terms.
9. ACCEPTABLE USE
You may use the Services according to the Terms.
You are prohibited from any activities to breach our security or use the Services unlawfully.
You agree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof (including the Contents) or use it in any manner not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services; (c) violate or attempt to violate the security features of the Services; (d) use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted on via the Services; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Checkout and/or our other Services. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
You are strictly prohibited from using the Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related website or application, other website or application, or the internet. We reserve the right to terminate your use of the Services for violating any of the prohibited uses.
The Services may sometimes be unavailable due to circumstance outside our control.
Shuttle Health will use commercially reasonable efforts to maintain availability of the Services. You agree and understand that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other users; and causes beyond our reasonable control. Shuttle Health will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Shuttle Health is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider. Shuttle Health reserves the right to close, suspend, or limit your access to the Services if, in our sole discretion, (a) we are unable to obtain or verify your identity or eligibility; (b) we suspect a security compromise related to your use of the Services; or (c) your data has been used in, or seems to have been used in, a nefarious manner.
11. CONTENTS AND OWNERSHIP
The Services and Contents belong to Shuttle Health.
Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all data, software, images, content, text, information, page headers, button icons, designs, data, graphics, slogans, photographs, written information, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Services, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Shuttle Health (collectively, the “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. The absence of a product name or logo from this list in no way constitutes a waiver of Shuttle Health’s intellectual property rights. No material contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Services without the express written agreement of Shuttle Health.
Shuttle Health’s registered and unregistered trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Shuttle Health. You may not use any meta tags or any other hidden text utilizing a Shuttle Health name, trademark, or product name without Shuttle Health’s prior written permission. Third-party trademarks and service marks used on the Services are the property of their respective owners, and we use them with their consent. Shuttle Health and the other licensors of the marks on the Services reserve all rights with respect to all Contents and all intellectual property. Improper use of trademarks displayed on the Services is strictly prohibited.
12. USER GENERATED MATERIAL
Authorized Users, website visitors, and others may have the opportunity to publish, transmit, submit or otherwise post comments, feedback, photos, or other materials via the Services (“User Generated Material” or “UGM”) that may be accessible and viewable by the public or others. With respect to any UGM posted by you, you represent that (a) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.
User Generated Material must not (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any intellectual property or other proprietary rights of Shuttle Health or any other person; (g) seek to harm or exploit children; (vii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (viii) violate Shuttle Health’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (ix) be otherwise objectionable as determined by us at our sole discretion.
You are solely responsible for your UGM and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any UGM posted via the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store UGM at any time and for any reason without notice. We do not endorse any UGM, and the UGM posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any UGM that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
In consideration for your use of the UGM features, you grant to Shuttle Health an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such UGM in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Shuttle Health, our products and our Services. You acknowledge that Shuttle Health may modify the UGM for any purpose. However, we have no obligation to use any UGM, and our use of any UGM does not create or imply any endorsement of or affiliation with you.
13. MOBILE APPLICATION
You must have a device that meets Software Requirements to use the Services on an App.
To use the Services via mobile application (“App”), you must have a compatible mobile telephone or handheld device, Internet access, and the necessary minimum specifications (“Software Requirements”). The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. The App may be upgraded from time to time to add support for new functions and services. The App may request certain privacy permissions from time to time such as access to your calendar, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the App. Data and messaging charges may apply to your use of the Services or any text messaging or photo sharing features you use via the App. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the App, you will be assumed to have received permission from the bill payer for using the App.
14. THIRD-PARTY CONTENT
The Services may include third-party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which we have no control (“Third-Party Content”). Third-Party Content available on the Services is provided solely for your convenience. We are not responsible for the content of any Third-Party Content, nor do we make any representations about the content or accuracy of material on any other platforms. Inclusion of Third-Party Content on our Services does not imply our approval or endorsement of the Third-Party Content. Please be aware that when you click on links that take you to external platforms or content, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the respective third-party.
15. LEGAL COMPLIANCE; VOID WHERE PROHIBITED
Shuttle Health administers and operates the Services from its headquarters in the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Without limiting the foregoing, when using the Services, you agree to comply with all applicable laws, including, but not limited to ecommerce, export controls, and applicable laws governing privacy and data security and their requirements related to verifiable consent, parental consent, consumer privacy rights, recordkeeping, international data transfer laws and other requirements. Not all features, products or services discussed, referenced, provided, or offered via the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Shuttle Health reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited.
16. TERM AND TERMINATION
The Terms begin the date you begin using the Services and continue until terminated by us or until you discontinue all use of the Services.
Upon termination, all licenses and access to the Services will terminate.
These Terms shall remain in full force and effect as long as you use the Services. Termination of these Terms is effective when you discontinue all use of the Services. Notwithstanding the foregoing, termination of these Terms between a Client and Shuttle Health shall be effective as set forth in the Shuttle Health SaaS Agreement or other written agreement(s) between the Client and Shuttle Health. On termination, you lose the right to access or use the Services. Sections 4, 9, 11, 14, 15, and 17 through 22 of these Terms shall survive termination.
17. DMCA NOTICE
Shuttle Health respects the intellectual property rights of others and expect users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to our designated copyright agent (“Copyright Agent”). If you are a copyright owner or an agent thereof and believe that any Contents infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to:
Shuttle Health, Inc.
c/o Immix Law Group PC
600 NW Naito Pkwy, Ste G
Portland, OR 97209
To be valid, your notice must include (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) 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 the service provider to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (e) 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 owner, its agent, or the law; and (f) 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.
18. LIMITATION OF LIABILITY
Shuttle Health’s potential liability under these Terms is limited.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SHUTTLE HEALTH, ITS EMPLOYEES, AGENTS, SUPPLIERS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY DISCLAIMING ENTITY OR THE SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. DISCLAIMER OF WARRANTIES
The Services are provided “as is.” No warranties.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND SHUTTLE HEALTH DISCLAIMS, AND THESE TERMS EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY (A) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, (B) THAT THE SERVICES ARE ERROR-FREE, FAULT-TOLERANT, OR FAIL-SAFE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, OR THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED, (C) OF NONINTERFERENCE, SYSTEM INTEGRATION, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SHUTTLE HEALTH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. YOU AGREE THAT ITS USE OF THE SERVICES IS AT ITS SOLE DISCRETION AND RISK. NOTWITHSTANDING THE FOREGOING, SHUTTLE HEALTH DOES NOT WARRANT THAT ITS SERVICES SHALL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE AT THE TIME OF DELIVERY.
The Services do not replace medical treatment, professional training, or good judgment and common sense. You are responsible for compliance with all safety notices that accompany our Services. Shuttle Health does not warrant the accuracy, completeness, or usefulness of any data submitted to or output from the Services. Any reliance you place on such information is strictly at your own risk. Shuttle Health disclaims all liability and responsibility arising from any reliance placed on such information by you or others.
You agree to indemnify us.
21. Dispute Resolution
Disputes will be resolved by informal dispute resolution first, and then arbitration.
Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
Claims must be brought within one year of the date the claim or cause of action arose.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and Shuttle Health arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.
a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Shuttle Health, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. Shuttle Health will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Shuttle Health may bring a formal proceeding.
b. Arbitration Agreement. You and Shuttle Health each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Salt Lake City, Utah, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Shuttle Health may assert claims, if they qualify, in small claims court in Salt Lake City, Utah or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
c. Class Action Waiver. You may only resolve Disputes with Shuttle Health on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
d. Legal Fees. If any dispute arises between the parties with respect to the matters covered by these Terms which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
e. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
The parties are independent contractors and are authorized to execute these Terms.
The Terms are governed by Delaware law and disputes will be heard in Delaware courts.
a. Relationship of Parties. The relationship between the parties is that of independent contractors and nothing in these Terms should be construed to create a partnership, joint venture, agency, or employer-employee relationship.
b. Governing Law; Venue. These Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice-of-law provisions. 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 these Terms. The parties agree that any action arising from or relating to these Terms shall be brought exclusively in the state and federal courts of Delaware and the parties expressly consent to the personal jurisdiction of the state and federal courts located in Delaware for any lawsuit arising from or related to these Terms.
c. No Assignment. No right or obligation pursuant to these Terms may be assigned by either party without the other party’s written consent, and any such attempted assignment shall be void and of no effect. Notwithstanding the foregoing, either party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise).
d. Entire Agreement. These Terms (along with any agreements incorporated by reference) is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, will be effective unless in writing and signed by the party to be charged. These Terms may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party represents and warrants that (a) it has all right, power, and authority to enter into these Terms and to grant the licenses hereunder and (b) it will comply with all applicable laws now or hereafter enacted.
e. Severability. In case any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms, and these Terms shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in these Terms shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
f. Waiver. Neither will, by the lapse of time, and without giving written notice, be deemed to have waived any of its rights under these Terms. A party’s waiver of any breach of these Terms shall not constitute a waiver of any prior or subsequent breach of these Terms. Neither party shall be required to give notice to enforce strict adherence to all terms of these Terms.
g. Notices. Any notice, demand or request required or permitted to be given or made under these Terms shall be in writing and shall be deemed given or made when delivered in person, sent by United States registered or certified mail, or received by courier (e.g. FedEx), at the address specified as follows: If to Shuttle Health: 8789 S Redwood Rd South Jordan, UT 84088; if to you, at the address listed by you at the time of registration. Any party to these Terms may change its addresses for notice in the manner provided above.