Terms of Use

 

Terms of Use

Version 3.0

Effective Date: February 1, 2018

Last Updated Date: February 1 2018

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT” OR “TERMS”) CAREFULLY. THIS IS A BINDING, CONTRACTUAL AGREEMENT BETWEEN YOU (“YOU” OR “USER”) AND MONDAY HEALTH INC. (“MONDAY”) AND APPLIES TO YOUR USE OF THE SERVICES PROVIDED BY MONDAY THROUGH THE MONDAY WEBSITE (THE “WEBSITE”) AND THE PROVISION OF THE RELATED SERVICES (THE “SERVICES”).

By completing the registration process, accessing or browsing the Website or using the Services, you represent that (1) you have read, understand, and agree to be bound by the Terms, (2) you are of legal age to form a binding contract with Monday, and (3) you have the authority to enter into this Agreement personally or on behalf of the company you have named as the User, and to bind that company to this Agreement.  If you do not agree to be bound by the terms of this Agreement, you may not access or use the Website or Services.

Description of Services

Monday offers matching services for patient and provider users, in the form of personalized recommendations to assist patient users in selecting a suitable healthcare provider. These services are delivered at no charge to all patient users and provider users, subject to any limitations set forth herein. All provider users who are appropriately licensed, by the relevant licensing and regulatory bodies governing their respective area of practice, are eligible to participate in these services. Monday imposes no requirements on the manner in which participating provider users render services to patient users. Recommendations are solely based off a provider user’s ability to meet a patient user’s stated preferences and requirements.

Monday also provides practice management services to provider users. These services include, but are not limited to, scheduling, patient billing and claims management. These practice management services are billed on a usage basis. Use of Monday’s practice management services is not required to participate in Monday’s matching services and vice versa. Further, use of Monday’s practice management services has no bearing on the manner in which Monday’s matching services are rendered.

Non-New York Users.

Although this Website can be accessed by any User, the Services for this Website are currently limited to Users in New York, U.S.A.  Your ability to access the Website does not imply that Monday intends to announce such Services in your area.  Monday makes no representations that the Website or Services are appropriate or available for use in locations outside of New York.  Those who access or use the Website or Services from jurisdictions outside of New York do so at their own volition and are responsible for compliance with local law.

MONDAY MAKES NO GUARANTEES OR REPRESENTATIONS TO PATIENT USERS REGARDING THE AVAILABILITY OF APPOINTMENTS FOR ANY PARTICULAR PHYSICIAN OR HEALTHCARE PROVIDER THROUGH THE SERVICES. MONDAY MAKES NO GUARANTEES OR REPRESENTATIONS TO HEALTHCARE PROVIDER USERS THAT PATIENTS WILL BE MATCHED AND SCHEDULED FOR APPOINTMENTS WITH THEM THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT ALL COMMUNICATIONS MADE THROUGH THE SERVICES ARE AT YOUR SOLE RISK.

The information provided on this Website is not intended nor recommended as a substitute for professional medical advice. patient users should Always seek the advice of your physician or other qualified health provider regarding any medical condition or treatment. Nothing contained on this Website is intended to be for medical diagnosis or treatment.

SECTION 15 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT. 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service or enter into a separate agreement. If these Terms of Use are inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by MONDAY in its sole discretion at any time.  When changes are made, Monday will make a new copy of the Terms of Use available on the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of these Terms of Use. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

 

 

1.                   Registration.

1.1                Registering your Account.  In order to access certain features of the Website and the Services you may be required to become a Registered User.  For purposes of these Terms, a “Registered User” is a User who has registered an account on the Website (“Account”) through which the User has connected to the Services.

1.2               Registration Data.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Monday Materials (defined in Section 2 below) or the Services by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or Monday has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Monday has the right to suspend or terminate your Account and refuse any and all current or future use of the Monday Materials and/or the Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  Monday reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Monday Materials and/or the Services if you have been previously removed by Monday, or if you have been previously banned from the Services.

1.3               Activities Under Your Account. You are responsible for all activities that occur under your Account.   You may not share your Account or password with anyone, and you agree to notify Monday immediately of any unauthorized use of your password or any other breach of security of which you are aware.

1.4               Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to the Monday Materials and the Services, including but not limited to, a mobile device that is suitable to connect with and use the Monday Materials and the Services, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Monday Materials and the Services.

2.                  Use of the Services and Monday Materials.  The information and content available on the Website and in the Services (as these terms are defined below) (collectively, the “Monday Materials”) are protected by copyright laws throughout the world.  Subject to these Terms, Monday grants you a limited license to reproduce portions of the Monday Materials for the sole purpose of using the Services for your personal or approved business purposes. Unless otherwise specified by Monday in a separate license, your right to use any Monday Materials that you access or download through the Website or the Services is subject to the Terms.

2.1               Updates.  You understand that the Services are evolving.  As a result, Monday may require you to accept updates to the Services that you have installed on your computer or mobile device.  You acknowledge and agree that Monday may update the Website and/or the Services with or without notifying you.  You may need to update third party software from time to time in order to receive the Services or use the Website.

2.2               Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion of the Website, including any Monday Materials, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Monday Materials (including images, text, page layout or form) of Monday; (c) you shall not use any metatags or other “hidden text” using Monday’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Monday Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) access the Monday Materials in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Monday Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Monday Materials. Any future release, update or other addition to the Monday Materials shall be subject to these Terms.  Monday, its suppliers and service providers reserve all rights not granted in the Terms.   Any unauthorized use of the Website or the Services terminates the licenses granted by Monday pursuant to the Terms.

2.3               Third Party Materials.   As a part of the Monday Materials, you may have access to materials that are hosted by another party.  You agree that it is impossible for Monday to monitor such materials and that you access these materials at your own risk.

3.                  Patient Data and Privacy.  Monday may receive, use, maintain, store or disclose your personal information, solely as permitted by these Terms, the Privacy Policy, and applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).  Monday will protect the privacy and security of such data, and such data will be subject to the terms of our Privacy Policy.  By downloading, installing, and/or using the Monday Materials, you acknowledge and agree that Monday will collect, use, and disclose data relating to your use of the Monday Materials in accordance with Monday’s Privacy Policy (https://monday.health/privacy-policy).

4.                  Responsibility for Content.

4.1               Types of Content.  You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Website or Services, whether publicly posted or privately transmitted, including the Monday Materials (“Content”), are the sole responsibility of the party from whom such Content originated.  This means that you, and not Monday, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services or the Website and other Users of the Services, and not Monday, are similarly responsible for all Content they Make Available through the Website or Services  

5.                  Ownership.

5.1               Monday Materials.  Except with respect to the content you post or submit (Your Content) and the content other users post or submit, you agree that Monday and its suppliers own all rights, title and interest in the Website, Services, and Monday Materials   You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, Services, or Monday Materials.

5.2               Trademarks. Monday and other related graphics, logos, service marks and trade names used on the Website, in Monday Materials or in connection with the Services are the trademarks of Monday and may not be used without permission in connection with any third party products or services.  Other trademarks, service marks and trade names that may appear on the Website, in Monday Materials or in connection with the Services are the property of their respective owners.

5.3               Other Content.  Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Website or Services.

5.4               License to Your Content.  By Making Available Your Content, to the Website or Services, you grant Monday a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. We know these rights seem broad, but we are trying to cover all of the use cases for Your Content in one sentence. This does not mean that all Content you provide us will be made publicly available. To the extent that you use the Services to send email or email-like communications or messages, we will not share any of this information and you will retain all ownership rights and interest in such messages and Monday is granted no rights or license to such messages or communications. We will use Your Content in accordance with our Privacy Policy. You agree that you, not Monday, are responsible for all of Your Content that you Make Available on or in the Website or the Services, whether publicly posted or privately transmitted.

5.5               Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Monday. 

5.6               Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Monday through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Monday has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Monday a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website and Services.

6.                  User Conduct.

6.1               Commercial ActivitiesYou agree that you will not, under any circumstances (except to the extent expressly authorized by these Terms) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Website, Services (including your Account), Monday Materials, or access to or use of the Website, Services or Monday Materials.

6.2               Unauthorized Use or Access. You agree that you will not, under any circumstances:

(a)               Interfere or attempt to interfere with the proper functioning of the Website, Services or Monday Materials or connect to or use the Website, Services or Monday Materials in any way not expressly permitted by the Terms, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;

(b)              Provide inaccurate, misleading or false information to Monday or any other User through your use of the Services, and if any such information that you provide becomes inaccurate, misleading or false, you will promptly notify Monday of such change;

(c)               Systematically retrieve data or other content from our Website, Services or Monday Materials to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

(d)              Use, display, mirror or frame the Website, Services or Monday Materials, or any individual element within the Website, Services, or Monday Materials, Monday’s name, any Monday trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Monday’s express written consent;

(e)               Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Services, whether through the use of a network analyzer, packet sniffer or other device;

(f)                Make any automated use of the Website, Services, or Monday Materials, or take any action that imposes or may impose (in Monday’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Website, Services or Monday Materials;

(g)              Bypass any robot exclusion headers or other measures Monday takes to restrict access to the Website, Services or Monday Materials or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, Services or Monday Materials or harvest or manipulate data;

(h)              Use, facilitate, create, or maintain any unauthorized connection to the Website, Services or Monday Materials, including, but not limited to: (a) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website, Services or Monday Materials; or (b) any connection using programs, tools or software not expressly approved by Monday;

(i)                Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Website, Services or Monday Materials, or to obtain any information from the Website, Services or Monday Materials;

(j)                Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(k)              Use our Website, Services or Monday Materials to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(l)                Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).

6.3               General.  In connection with your use of the Website, Services, and Monday Materials, you shall not:

(a)               Impersonate any person or entity, including, but not limited to, Monday personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(b)              Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(c)               Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;

(d)              Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;

(e)               Register for more than one Account or register for an Account on behalf of an individual other than yourself; or

(f)                Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

7.                  Investigations.  Monday may, but is not obligated to, monitor or review the Services and Content at any time.  Without limiting the foregoing, Monday shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although Monday does not generally monitor User activity occurring in connection with the Website, Services, Monday Materials, or Content, if Monday becomes aware of any possible violations by you of any provision of the Terms, Monday reserves the right to investigate such violations, and Monday may, at its sole discretion, immediately terminate your license to use the Website, Services, or Monday Materials, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

8.                  Third Party Services.

8.1               Third-Party Websites & Ads.  The Website, Services, and Monday Materials may contain links to third-party websites (“Third-Party Websites”).  When you click on a link to a Third-Party Website, we may not warn you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites are not under the control of Monday.  Monday is not responsible for any Third-Party Websites. Monday provides these Third Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services.  You use all links in Third-Party Websites at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8.2               You should note that our links to Third-Party Websites may change, and we cannot guarantee that our Services will always include a connection to such Third Party Websites.

9.                  Indemnification.  You agree to indemnify and hold Monday and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Monday Parties” harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Website or the Services; (c) your violation of the Terms; (d) your violation of any rights of another party, or (e) your violation of any applicable laws, rules or regulations.  Monday reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Monday in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account or the Services.

10.               Disclaimer of Warranties.

10.1            AS IS.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK, AND THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE MONDAY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)               THE MONDAY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE WEBSITE OR SERVICES WILL BE CORRECTED.

(b)              ANY CONTENT OR MONDAY MATERIALS DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE WEBSITE OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT OR MONDAY MATERIALS.

(c)               THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  MONDAY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

(d)              NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MONDAY OR THROUGH THE WEBSITE OR MONDAY MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e)               From time to time, MONDAY may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at MONDAY’s sole discretion.  The provisions of this section apply with full force to such features or tools.

10.2           NO LIABILITY FOR CONDUCT OF THIRD PARTIES.  YOU ACKNOWLEDGE AND AGREE THAT THE MONDAY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE MONDAY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES OR THIRD PARTY SERVICE PROVIDERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

11.                Limitation of Liability.

11.1             DISCLAIMER OF CERTAIN DAMAGES.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE MONDAY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE,SERVICES OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT MONDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE WEBSITE OR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY MONDAY, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE WEBSITE OR THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

11.2            CAP ON LIABILITY.  UNDER NO CIRCUMSTANCES WILL THE MONDAY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY MONDAY AS A RESULT OF YOUR USE OF THE SERVICES DURING WHICH YOU FIRST ASSERT A CLAIM.  IF YOU HAVE NOT PAID MONDAY ANY AMOUNTS TO MONDAY DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, MONDAY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).

11.3            CONTENT.  EXCEPT FOR MONDAY’S OBLIGATIONS TO PROTECT YOUR DATA AS SET FORTH IN MONDAY’S PRIVACY POLICY, THE MONDAY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND THE CONTENT OF OTHER USERS), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4            Information Verification.  The Monday Parties may use various ways of verifying information that Users have provided.  However, none of those ways are perfect, and you agree that Monday will have no liability to you arising from any incorrectly verified information.

11.5            BASIS OF THE BARGAIN.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MONDAY AND YOU. 

11.6            EXCLUSION OF DAMAGES.  THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

12.               Remedies.  In the event that Monday determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Monday Materials, Monday reserves the right to: (a) warn you via e-mail (to any e-mail address you have provided to Monday) that you have violated the Terms; (b) discontinue your Account; and (c) pursue any other action which Monday deems to be appropriate.

13.               Term and Termination. 

13.1            Term.  These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Website or Services, unless terminated earlier in accordance with these Terms.

13.2           Prior Use.  Notwithstanding the foregoing, if you used the Website or Services prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used the Website or Services (whichever is earlier) and will remain in full force and effect while you use the Website or Services, unless earlier terminated in accordance with these terms.

13.3           Termination of Services.  If either party wants to terminate the Services provided by Monday, such party may do so by notifying the other party at any time, at which point you will close your Account for all of the Services that you use. Any notice by you should be made via the Monday Website or sent electronically to Monday’s address set forth below. 

13.4           Effect of Termination.  Termination of the Services includes removal of access to such Services and barring of further use of the Services but any termination of the Services does not result in the deletion of any data associated with your Account.  Monday has no obligation to either store or delete any of Your Content after termination of the Services. Upon termination of the Services, your right to use such Services will automatically terminate immediately.  You understand that any termination of the Services may involve deletion of Your Content associated therewith from our live databases.  Monday will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of these Terms which by their nature should survive, shall survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

13.5           No Subsequent Registration.  If your registration(s) with or ability to access the Website or the Services is discontinued by Monday due to your violation of any portion of these Terms or for otherwise inappropriate conduct, then you agree that you shall not attempt to re-register with or access the Website or Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those materials or Services to which  your access has been terminated.  In the event that you violate the immediately preceding sentence, Monday reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

14.               International Users.

This Website can be accessed from countries around the world and may contain references to services and Content that are not available in your country.  These references do not imply that Monday intends to announce such services or Content in your country.  The Website and Services are controlled and offered by Monday from its facilities in the United States of America.  Monday makes no representations that the Website or Services are appropriate or available for use in other locations.  Those who access or use the Website or Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

15.               Dispute Resolution.  Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Monday and limits the manner in which you can seek relief from us. 

15.1            Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website or Services, to any products sold or distributed through the Website or Services, or to any aspect of your relationship with Monday, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Monday  may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.  

IF YOU AGREE TO ARBITRATION WITH MONDAY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST MONDAY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE MONDAY IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.  YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

15.2           Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at United Corporate Services Inc., White Plains, NY 10606.  The arbitration will be conducted by JAMS, located in New York, New York, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Monday will pay them for you.  In addition, Monday will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, Monday will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.   Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15.3           Authority of Arbitrator.  The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Monday.   The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

15.4           Waiver of Jury Trial.  YOU AND MONDAY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Monday are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.   However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

15.5           Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 16.7.

15.6           30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Monday, hello@mondayhealth.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Monday username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.7           Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

15.8           Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Monday.

15.9           Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Monday makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Monday.

16.               General Provisions.

16.1            Electronic Communications.  The communications between you and Monday use electronic means, whether you visit Monday Materials or send Monday e-mails, or whether Monday posts notices on Monday Materials or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Monday in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Monday provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

16.2           Release.  You hereby release Monday Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Monday Materials, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Monday Materials. 

16.3           Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Monday’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.4           Force Majeure.  Monday will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.5           Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Monday Materials, please contact us at: hello@mondayhealth.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.6           Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Monday agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of New York.

16.7           Governing Law and Jurisdiction.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16.8           Notice.  Where Monday requires that you provide an e-mail address, you are responsible for providing Monday with your most current e-mail address.  In the event that the last e-mail address you provided to Monday is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Monday’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Monday at hello@mondayhealth.com. 

16.9           Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.10        Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

16.11         Export Control.  You may not use, export, import, or transfer Monday Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Monday Materials, and any other applicable laws.  In particular, but without limitation, Monday Materials may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Monday Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Monday Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Monday are subject to the export control laws and regulations of the United States.  You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Monday products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16.12        Entire Agreement.  The Terms are 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 with respect to such subject matter.