Last updated 1/27/2020
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term as specified in the Order Form. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Dispute” mean any claim, conflict, controversy, disagreement between the parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.
“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
“Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching party would wish to immediately terminate these Terms because of that breach.
“Order” or “Order Form” means the Arctrieval-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process or via in-app purchase. Order may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.
“Protected Health Information” or “PHI” means that personal health information protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). PHI is defined as personally-identifiable information about the past, present, or future physical or mental health or condition of a patient, the provision of health care to a patient, or the past, present or future payment for such care.
“Services” mean any and all services offered by us, including but not limited to the facilitation of record release requests for PHI and any other services or products that we may offer from time-to-time.
“Site” mean the Websites bearing the URLs www.Arctrieval.com, app.Arctrieval.com and legal.Arctrieval.com, collectively, as well as any other Sites owned and/or operated by us under the Arctrieval brand.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://arctrieval.com or another designated URL, and any ancillary products and services that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Us,” “we,” “our,” and/or “Arctrieval,” mean Arctrieval, Inc., a Delaware corporation registered as a foreign corporation in Arizona.
“You,” and/or “User” mean the User of the Site, whether as an individual, healthcare provider, or other third-party requestor of PHI via the Services.
1.2. Agreement to be Bound.
SECTION II: GENERAL PROVISIONS
2.1. About Us.
We provide an online resource for patients, healthcare providers, attorneys and third-parties to request and receive PHI and to otherwise facilitate the exchange of PHI between parties who are authorized to release and receive such PHI.
2.2. Accuracy, Completeness, and Timeliness of Information Provided via the Site and/or the Services.
We are not responsible if information made available on the Site or via the Services is not accurate, complete, or current, including but not limited to PHI received as part of the Services. You acknowledge that the Site and Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. This includes but is not limited to financial, healthcare, and/or legal decisions, actions, or failures to act, or any other undertakings, the recipient of the PHI may take based, in whole or in part, on the information provided via the Site and/or the Services, including but not limited to the PHI produced. You acknowledge further that we are not the author of and maintain no control over the PHI that may be provided via the Services, including but not limited to incomplete or inaccurate PHI and production mistakes caused by the negligence of the healthcare provider. Any reliance on the Site and/or the Services is at your own risk.
2.3. Errors in Web Site and Services.
We do not warrant that any errors in the Site and/or the Services will be corrected.
2.5. Modifications and Changes to the Web Site, Services Offered.
We may modify, add to, suspend, or delete any aspect of this Site or any Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.6. Access to Site and Services.
Though we try to make the Site and the Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Site will be available at all times.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Site or the Services.
2.7. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Site or retrieval of any PHI via the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account for any reason whatsoever, as allowable by law. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination.
2.8. Prohibited Uses of Site and Services.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Site and/or the Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Site or the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local 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 code that will or may be used in any way that will affect the functionality or operation of the Site or the Services; (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 Site or the Services. We reserve the right to terminate your use of the Site for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
SECTION III: ACCOUNTS, USE OF THE WEB SITE
3.1. Online Accounts.
3.2. Transfer Prohibited.
You agree you shall not sell, trade or transfer that Account to any other person or entity.
3.3. Right to Monitor.
We shall have the right to monitor your Account in our sole and exclusive discretion.
3.4. Account Guidelines.
The Site and the Services may contain the ability for healthcare provider users within a single healthcare provider Account, or attorney users within a single attorney firm Account, (hereinafter “Interactive Area,”) in which such Users may communicate and share information and documents. By participating in an Interactive Area, all Users agree and acknowledge that they:
Shall not upload, distribute or otherwise publish to the Site and/or the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam”; and
Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Area and use of the Site and/or the Services; and
Shall not use the Interactive Area to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Site and/or the Services; and
Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
Shall not post unauthorized commercial communications (such as spam); and
Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
Shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
Shall not interfere with any other User’s right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Area or posting private information about a third-party; and
Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
Shall not interfere with or disrupt the Site and/or the Interactive Area or the servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of networks connected to the Site, Services and/or the Interactive Area; and
Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.
3.5. Verification of Users; HIPAA Release.
All Users may be required to verify their identities to our satisfaction and otherwise authorize the handling of PHI. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification) and residence (such as via a current utility bill) or as otherwise required by law. Notwithstanding the forging, we do not bear any responsibility and cannot be held liable for the verification or non-verification of a User’s identity nor do we promise to verify the identity of any User. We may also request and require that a patient sign and deliver to us a satisfactorily-executed HIPAA release form or patient directed request prior to the acceptance of any order or request for the production of PHI.
SECTION IV: SERVICE FEES
4.1. Record Request Service Fees.
The creation of a Healthcare Provider Account and basic use of some Services may be free. Notwithstanding the forgoing, some portions of our Services may be subject to fees, (hereinafter a “Record Request Service Fee,”) which shall be as set forth on our Site or otherwise made known to you via an electronic invoice and which may include such document production fees as permitted by law and as otherwise charged by a record-providing healthcare provider. Such Record Request Service Fee is payable in advance, and we may refuse to honor a request for the production of PHI until such time as the Record Request Service Fee therefore has been made.
The prices quoted on the Site for the Services do not include shipping and handling, unless indicated otherwise, which will be added to the final purchase price, and is not confirmed until an electronic invoice is provided to the requesting party. Purchasers are responsible for the payment of any shipping and handling charges, unless indicated otherwise, as well as local sales tax and/or other taxes that may apply to an order.
4.2 Subscription Fees.
The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Maximum Storage Allotment, Fax Send Limit, User or other applicable limits, (ii) upgrade products or base packages, (iii) subscribe to additional features or products, or (iv) unless otherwise agreed to in the Order.
All PHI shall be delivered for shipment to the requesting party’s chosen carrier upon checkout but no later than sixty (60) calendar days from the date of purchase or as otherwise required by law. Unless required by law, in no event shall PHI be delivered for shipment to the requesting party’s chosen carrier until such time as the electronic invoice for the record request has been paid, in full.
4.4. Payment Method.
Electronic invoices for the facilitation of the production of PHI may be made using a variety of payment methods, including but not limited to PayPal, Stripe and Chase bank’s payment processor services, as set out at the time of checkout and shall be processed immediately.
Additionally, if you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4.5. Refunds, Exchanges.
Except where prohibited by law, due to the nature of the Services provided, refunds are only provided in the event the PHI provided was incorrect or otherwise defective. Except in instances of the forgoing, all sales are final and no refunds shall be granted for any reason whatsoever.
4.6. Shipping & Handling.
At the time of purchase, you may select your preferred delivery method and shall be responsible for reasonable shipping and handling associated therewith.
Orders may be cancelled up until the point of payment of the invoice by emailing us at firstname.lastname@example.org or by notifying the producing healthcare provider.
4.8. Right of Refusal, Limitation, Change and Discontinuation.
In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
We reserve the right to discontinue the sale and/or provision of any and all Services provided by us for any reason at any time in our sole and exclusive discretion, including but not limited to the HIPAA non-compliance of a PHI request, requesting party, or healthcare provider.
Any offer for the sale of any and all Services provided by us is void where prohibited.
4.9. Healthcare Provider Service Fees.
The creation of a Healthcare Provider Account and basic use of some Services may be free. Notwithstanding the forgoing and the terms of any free trial for which you may be granted, in our sole and exclusive discretion, some portions of the Services offered to healthcare providers may be subject to fees, (hereinafter a “Healthcare Provider Service Fee.”) Such Healthcare Provider Service Fees shall be as set forth in healthcare provider’s account settings at all times. Such Healthcare Provider Service Fees shall be deducted from any fees due and owing to healthcare provider for the production of PHI prior to the payment of such Record Request Service Fees to healthcare provider.
In the event of a cancellation due to a refund or chargeback resulting from or related to a healthcare provider’s negligence related to the production of PHI, healthcare provider understands that healthcare provider, and not Arctrieval, shall be responsible for the entire amount refunded, and we shall have the right to offset the same from any future payouts due and owing to healthcare provider. To cover chargebacks, claims, and refunds, we reserve the right to keep a deposit equivalent of Ten Percent (10%) of healthcare provider’s average monthly payout. In the event this amount is insufficient to cover any chargebacks, claims, or refunds, healthcare provider agrees that we may offset such amounts from future payments, or, in the alternative, demand payment thereof by healthcare provider, payable thirty (30) calendar days after demand therefore.
Healthcare Provider shall be responsible for the monitoring of its Account and requesting of a release of any accumulated Record Request Service Fees, less applicable Healthcare Provider Service Fees. For the avoidance of doubt, we shall not be liable for any accrued interest on Record Request Service Fees.
4.12 Sales Tax.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of any Service.
4.13. Training, Implementation, and Maintenance Fees.
In addition to the forgoing, Arctrieval and a healthcare provider or attorney may enter in to a separate relationship for training, implementation, and maintenance related to the Services where the same shall be provided on a time and materials basis as Arctrieval’s current hourly rates.
4.14. Suspension for Non-Payment.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services five (5) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for nonpayment, we may charge a re-activation fee to reinstate the Service.
4.15. Suspension and Termination of Free Services.
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
SECTION V: INTELLECTUAL PROPERTY
5.1. Intellectual Property Rights Not Waived.
Furthermore, excluding PHI, all material displayed or transmitted on this Site and via the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Site or via the Services, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.
Excluding PHI, you may make a single print copy of any Materials provided by us on this Site or via the Services for personal, non-commercial use only, provided that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. Excluding PHI, you may not archive or retain any of the Materials accessed on this Site or via the Services without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to email@example.com.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third-party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Arctrieval or its initiatives, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback, provided to us by third-parties, or independently-developed or considered by us, shall be without obligation to you.
5.3. Government Restricted Rights.
The Materials on the Site and provided via our Services are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. federal and/or any state or local government is subject to restrictions as set forth in applicable laws and regulations. Use of the Materials by the U.S. federal and/or any state or local government constitutes acknowledgment of Arctrieval’s proprietary rights therein.
SECTION VI: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
6.1. Third Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third-parties on the Site. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
6.2. Use of Third-Party Tools.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
6.3. Third-Party Links.
Certain content, products, and services available via our Site may include materials from third-parties.
Third-party links on the Site may direct you to third-party Sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Sites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party with whom you connect via the Site. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION VII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
7.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(A) YOU AGREE THAT USE OF THE WEB SITE AND SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE USE OF THE SITE OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR0FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE OR SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND PROVIDED VIA THE SERVICES IS BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE AND/OR SERVICES.
(D) IN NO EVENT SHALL WE OR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE OR SERVICES.
(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE OR PHI INFORMATION. BY UTILIZING THE WEB SITE AND/OR SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE OR THE SERVICES.
(F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF SERVICE FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS AND NO/CENTS ($100.00,) WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE AND/OR SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (E) THE UNAUTHORIZED USE OF THE SITE OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION; AND/OR (F) THE FAILURE OF A USER TO COMPLY WITH HIPAA OR ANY OTHER RULE OR REGULATION.
SECTION VIII: GOVERNING LAW; ARBITRATION
8.1. Governing Law.
The parties agree that any dispute concerning, relating, or referring to these Terms and/or the Site shall be resolved exclusively by binding arbitration in accordance with the substantive laws of Arizona and shall be brought for arbitration in Maricopa County, Arizona, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.
SECTION IX: MISCELLANEOUS
9.1. Affiliate Disclosure.
We may have an affiliate relationship with third-parties and affiliates to whose products and services we link and promote through the Site and/or the Services. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate.
9.2. Different and Conflicting Terms.
We reserve the right, but assume no obligation, to agree to different or conflicting terms and conditions with respect to any User. Any such terms and conditions will not be enforceable unless specifically agreed to by us.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.
9.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
9.7. Rights of Third Parties.
These Terms do not give any right to any third-party unless explicitly stated herein.
9.8. Relationship of the Parties.
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
9.10. Additional Services, Contests.
We reserve the right, in our sole discretion and from time to time, to offer contests, programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Site with respect to such special program is governed by these Terms together with the terms and conditions of such contest, program, product, or service.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Arctrieval, Inc., located at 23233 N. Pima Road, Suite 113, Scottsdale, Arizona 85255, and, in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.