TERMS OF USE

TERMS OF USE

Effective Date: December 20, 2024

IF YOU ARE EXPERIENCING A MENTAL HEALTH EMERGENCY OR ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, PLEASE CALL 988 (THE SUICIDE AND CRISIS LIFELINE) OR NOTIFY LOCAL EMERGENCY PERSONNEL. IF YOU OR ANOTHER PERSON IS IN DANGER OR A LIFE-THREATENING SITUATION, PLEASE CALL 911 IMMEDIATELY.

AUNICA PROVIDES VIRTUAL MENTAL HEALTH AND WELLNESS SUPPORT. AUNICA DOES NOT OFFER PROFESSIONAL OR MEDICAL SERVICES, ADVICE, DIAGNOSIS, OR TREATMENT, OR CRISIS COUNSELING. PLEASE CONSULT WITH A DOCTOR OR A LICENSED COUNSELOR FOR PROFESSIONAL MENTAL HEALTH ASSISTANCE.

WE ENCOURAGE YOU TO PLEASE READ THESE TERMS CAREFULLY. THEY DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF OUR WEBSITES AND PRODUCTS AND SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY CHOOSE NOT TO ACCESS OR USE OUR WEBSITE, MOBILE APPLICATION, PRODUCTS OR SERVICES. PLEASE NOTE ADDITIONAL SPECIFIC TERMS OR AGREEMENTS MAY APPLY TO CERTAIN PRODUCTS OR SERVICES OR SPECIFIC AREAS OR FEATURES OF THE SITES SUCH AS EVENTS OR PROMOTIONS. IF SUCH TERMS OR AGREEMENTS CONFLICT WITH THESE TERMS, THE SPECIFIC TERMS OR AGREEMENTS WILL PREVAIL.

Our Agreement

These Terms of Use set forth the standards of use and access to our website and mobile application AUNICA™ (collectively, the “site”), operated by Aunica, Inc. (“we,” or “us”), the hypertext links to websites contained in the site, if any, and other online resources accessible via the site. By using the site, you agree to these Terms of Use, including our Privacy Policy and Cookies Policy and any additional terms and conditions that may apply to specific sections of the site or from us. You represent that you are at least age 18 and have the power and authority to agree to these Terms of Use. If you are using the site on behalf of another person, you represent that you are authorized to accept these Terms of Use on that person’s behalf and agree to these Terms of Use on behalf of that person. If you are using the site on behalf of an organization or entity, you represent that you are authorized to accept these Terms of Use on that organization or entity’s behalf and agree to these Terms of Use on behalf of that organization or entity. We reserve the right, at any time, to modify, alter, or update these Terms of Use. Modifications shall become effective immediately upon notice to you of the same. Your continued use of the site after amendments are distributed constitutes an acknowledgement and acceptance of the Terms of Use and its modifications. Except as provided in this paragraph, these Terms of Use may not be amended.

Restrictions on Use by Minors

By using this site, you represent, acknowledge, and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years of age (a “Minor”), that you have received your parent or legal guardian’s permission to use the site and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms. If you are under age 13, you may not use this site. This site is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.

Modifications to Terms

We may modify our terms from time to time. When we modify our terms, we will notify you by posting on the site. You must discontinue using the site if you disagree with the modifications. Any changes will become effective as of the date of posting. We urge you to review these terms often so you are always fully informed.

Accounts

You may have the opportunity to create an account to participate in certain features of the site. If you are under the age of 13, you are not permitted to register as a user or otherwise submit personal information to us. If you create an account, you are responsible for maintaining your profile and using the settings available to protect the confidentiality of your profile username, password and all other personal information. You are responsible for all uses of your account, whether or not you have authorized them. You agree to provide, maintain and update true, accurate, current, and complete information about yourself in the registration process. You may not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph. You agree to promptly notify us of unauthorized use of your username, password, other account information or any other breach of security that you suspect or become aware of involving or relating to the site. You also agree to exit your user account at the end of each session. Our site may offer you the opportunity to register or log in using social media or other third-party services. We do not control such services and are not responsible for them. We fully disclaim all liability associated with them.

NOT PROFESSIONAL ADVICE/NOT MEDICAL ADVICE

OUR SITE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS ADVICE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF THIS INFORMATION AND CONTENT PROVIDED ON AND THROUGH USE OF OUR SITE. THE CONTENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE MEDICAL, SPIRITUAL, LEGAL, FINANCIAL OR PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT, AND MAY NOT BE USED FOR SUCH PURPOSES. WE ARE NOT A MEDICAL OR HEALTHCARE PROVIDER OR A SUBSTITUTE FOR MEDICAL OR PROFESSIONAL CARE. WE DO NOT, THROUGH THE USE OF ANY OF OUR PRODUCTS, PROVIDE THERAPY, MEDICAL, PSYCHIATRIC, OR PSYCHOLOGICAL ADVICE, AND OUR SITE CANNOT BE USED TO DIAGNOSE, TREAT, OR PREVENT ANY DISEASE OR CONDITION. NO PROFESSIONAL OR MEDICAL/PATIENT RELATIONSHIP IS CREATED BY USING OUR SITE OR THE INFORMATION PROVIDED ON OR THROUGH THE USE OF OUR SITE OR OUR COMMUNICATIONS. OUR SITE AND THE CONTENT OF OUR SITE OR PROVIDED THROUGH ARE SITE SHALL NOT BE CONSTRUED AS MEDICAL ADVICE, THE PRACTICE OF MEDICINE, OR MEDICAL CARE. THE USE OF AND ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. DO NOT DELAY, AVOID, OR DISREGARD SEEKING THE ADVICE OF A HEALTHCARE PROFESSIONAL IF AT SUCH TIME YOU REQUIRE IMMEDIATE ATTENTION, NOR SHOULD YOU IGNORE PROFESSIONAL MEDICAL INSTRUCTIONS DUE TO INFORMATION ON THE SITE. THE INFORMATION ON THE SITE IS NOT INTENDED TO CURE OR PREVENT THE NATURE OF ANY DISEASE OR DISORDER, NOR HAVE THE CONTENTS BEEN EVALUATED BY THE FDA. THE INFORMATION ON OUR SITE MAY BE OUTDATED, INCOMPLETE, OR INCORRECT DUE TO THE FREQUENT CHANGES IN HEALTH AND WELLNESS INFORMATION AND THE OTHER TOPICS ADDRESSED ON OUR SITE. IF YOU ARE HAVING A MEDICAL EMERGENCY, PLEASE CALL YOUR HEALTHCARE PROFESSIONAL OR ALERT YOUR LOCAL EMERGENCY SERVICES.

Use of Site at Behest of Third-Party Medical Professionals

IF YOU ARE USING OUR SITE AT THE BEST OR RECOMMENDATION OF OR THROUGH A HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL, YOU ACKNOWLEDGE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SERVICES, ADVICE, DIAGNOSES, OR RECOMMENDATIONS OF THE HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL.

Artificial Intelligence

We use artificial intelligence (AI) to provide users with personalized mental health support based on both self-reported and passively gathered data. Our AI model is designed to simulate human-like conversations, offering recommendations and tracking user progress over time. We train and refine the model through data collected in text-based sessions, ensuring it responds appropriately to different mental health needs. The model builds user profiles to deliver tailored suggestions and goals. Please see our Privacy Policy for more information on how we use your information in connection with our use of AI. We also collect information from third-party sources, like information that is publicly available on the Internet, to develop our AI model. Any action or decision that may impact an individual’s privacy rights will be subject to human oversight and intervention as needed. You agree to comply with applicable laws and regulations in your use of our AI features and not to use such features in a manner that infringes, misappropriates, or otherwise violates any third party’s rights. YOU AGREE AND ACKNOWLEDGE THAT OUTPUTS OF OUR AI SERVICES HAVE NOT BEEN REVIEWED FOR ACCURACY, BIAS, EXPLAINABILITY, HALLUCATION, OR INTELECTUAL-PROPERTY-RIGHTS CLEARANCE. WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY, RELIABILITY, OR ERROR-FREE PERFORMANCE OF OUR AI SERVICES, INCLUDING (WITHOUT LIMITATION) WHETHER OUR OUTPUTS MAY INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

Intellectual Property

We and our licensors (if any) exclusively own and retain all ownership, rights and licenses in and to the site, including any modifications, upgrades, improvements and updates to the site and our proprietary content thereto and derivative works derived from the site, and all intellectual-property rights, title and interest thereto including all ideas, concepts, know-how, documentation, and/or other property we provide in connection with the site, including, without limitation, patent, copyright, trademark, trade dress and trade secrets (the “Company Intellectual Property”). You agree and acknowledge that no title, rights or interest to Company Intellectual Property shall pass to you under these Terms or by or through your use of the site. You acknowledge that you have no right to copy, attempt to copy or retain or attempt to retain an electronic copy of the Platform, the Company Intellectual Property, or any portion thereof. Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, limited right to access, use and view the site and the information provided in connection with the same, including, without limitation, all text, files, designs, graphics, drawings, illustrations, images, photographs, video clips, music and sounds, and/or other materials and all trademarks, service marks and trade names used by us in providing the site and the selection and arrangements thereof (collectively, the “Company Content”), solely to access the site. Except as expressly provided herein, no license to use or reproduce the Company Content is given to you and all intellectual property rights therein are expressly reserved. Systematic retrieval of data or other Company Content from or in connection with the site to create or compile, directly or indirectly, a collection, compilation, database or directory without express prior written permission from us is prohibited. Except as expressly provided in these Terms of Use, you will not permit or authorize or permit any third party to (a) copy the Company Intellectual Property or the Company Content; (b) modify, translate or otherwise create derivative works of the Company Intellectual Property or the Company Content; (c) disassemble, decompile or reverse-engineer the Company Intellectual Property or the Company Content; (d) publish, re-sell, or otherwise make available to any third party, the Company Intellectual Property or the Company Content; or (e) export or re-export the Company Intellectual Property or the Company Content in violation of any United States export law or regulation; or (f) use the Company Intellectual Property or the Company Content in any manner that could damage, disable, overburden, or impair such property or interfere with any other party’s use and enjoyment of such property. You acknowledge that all rights granted to you herein regarding the Company Intellectual Property or the Company Content are your rights alone and, except as expressly stated herein below, you shall have no right to sell, distribute, dispose of, or transfer any right or license to use the Company Intellectual Property or the Company Content to any third party. The mark AUNICA™ and all logos incorporating the mark, and certain of the other names, marks, and logos on or in connection with the site are trademarks and service marks owned or controlled by us. All goodwill generated from use of our marks will inure to our exclusive benefit. You may not, nor may you allow others to, directly or indirectly sell, license, rent, reproduce, modify or attempt to modify, or create derivative works from the site content in any way or reproduce or publicly display, perform, transmit or distribute or otherwise use the site content for any public or commercial purpose. You may not systematically retrieve data or other site content from our site to create or compile, directly or indirectly, a collection, compilation, database or directory without our prior written consent. You do not have the right to delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the site. No right, title or interest in or to the site or any content on the site is transferred to you, and all rights not expressly granted are reserved to us.

User Data and Content

User Data shall include (a) your data collected, used, processed, stored, or generated as a result of the use of the site; and (b) personally identifiable information collected, used, processed, stored, or generated as the result of the use of the site, including, without limitation, any information that identifies you, such as your social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, or an individual’s name in combination with any of the other elements listed herein. User Data is and shall remain your sole and exclusive property. Notwithstanding the foregoing, by using the site, you hereby grant to us a non-exclusive, worldwide, royalty-free license to use any User Data that is necessary to provide the site in accordance with this Agreement. We shall not use, sell, rent, transfer, distribute, or otherwise disclose or make available User Data for our own purposes or for the benefit of anyone other than you without your prior written consent, including as described in our Privacy Policy. You agree and acknowledge, however, that we do have the right to use User Data solely when any resulting information derived from User Data is “de-identified” as that term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended (collectively with the Health Information Technology for Economic and Clinical Health Act of 2009, “HIPAA”), including patient, facility and geographic identifiers smaller than the state level.

We are not responsible or liable for any content submitted, transmitted, posted, or uploaded on, to, or through the site by or at the behest of you or your agents or representatives, including, without limitation, messages, documents, text, notes, qualifications, contact information, illustrations, files, images, graphics, photographs, comments, reviews, sounds, music, videos, information, content, and/or other materials (“User Content”), and we make no warranty with regard to the accuracy, truthfulness, completeness, currency, correctness or reliability of any User Content, and you acknowledge and agree that we have no control over the content of any User Content or representations made by any user of the site. All User Content is provided by users of the site and not us, and we do not warrant, and are and shall not be responsible for, User Content. User Content does not express our views. We do not guarantee that we will monitor, edit or delete User Content. We have the right, but not the obligation, to monitor User Content. We reserve the right to reveal your identity (or whatever information we know about you) if a complaint or legal action arises from your behavior except as legally prohibited or as provided in our Privacy Policy. Unless otherwise specified, we do not claim ownership of the User Content. You acknowledge that we are not responsible for the accuracy of any User Content and that you and not we are solely responsible for any User Content you submit, post or upload in connection with your use of the site. The User Content is not intended to, nor does it constitute legal, professional, medical or healthcare advice or diagnosis, and may not be used for such purposes. You acknowledge that we provide the site for your personal use only. You may not rely on any information and opinions expressed or encountered by you as a result of your use of the site for any other purpose. It is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the site content or otherwise encountered by you as a result of your use of the site. Under no circumstances will we be liable for any loss or damage caused by your reliance on any site content or any content that you view, access, or come across in connection with your use of the site. By posting or uploading User Content in connection with your use of the site, you are granting us permission to use the User Content in connection with the site. The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion.

Warranties and Indemnification by You

You warrant and represent that all User Content added in connection with your use of the site by or at the behest of you or your agents or representatives is free of third-party claims and does not infringe upon the rights of any third party or otherwise violate any applicable law, rule, or regulation. By adding, uploading, or transmitting User Content, you warrant and represent that you own or otherwise control all rights to the User Content or are permitted to use, transmit, add, and/or upload the User Content to, through, or in connection with the site. You agree to indemnify and hold Company and its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, representatives, sponsors and service providers harmless from any claim, demand, liability, loss, damages, or cause of action, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your breach of the warranties and representations herein, your use of the site, the violation of these Terms of Use, or infringement or violation by you, or other user of the site using your computer and/or site account, of any privacy, intellectual property, or any other right of any person or entity. You will cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such matter without Company’s written consent.

Public Forums and Interactive Communications

Our site offers group chat features, public forums and other interactive communications. Please be aware that these features may be subject to public access. You acknowledge that public forums offered on the site are for public and not private communications. Please use respect when you interact with others through our site. You are responsible for the content you post and the consequences of posting the content, and your interactions with third parties through our site. Such dealings are solely between you and such third parties. We urge you to be cautious about these interactions. Your use or reliance on such content is at your own risk, and we are not responsible for it. We reserve the right to remove without notice any posting or communication for any reason, but we have no obligation to delete content that you may find objectionable or offensive. Information and opinions expressed in public forums or other interactive communications by others are not necessarily ours.

Compliance with Laws and Prohibited Uses

You assume all knowledge of applicable law and are responsible for compliance with all such laws. You may not use the site in any way that violates applicable state, federal, or international laws, regulations, or other government requirements. You shall not post or transmit through your use of the site any material that violates or infringes in any way on the rights of others, including, without limitation, any copyright, trademark, patent, trade secret, moral right or other intellectual property, personal, contractual, proprietary or other third-party right of us or any other person or entity; material that impersonates another or is unlawful, threatening, abusive, false, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, filthy, excessively violent, harassing or otherwise objectionable; material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; material that is an advertisement for goods or services or a solicitation of funds; material that includes personal information such as messages that identify phone numbers, social security numbers, account numbers, addresses, or employer references; material that contains a formula, instruction, or advice that could cause harm or injury; material that is a chain letter or “spam” of any kind; or material the licensed use by us would result in our having any obligation or liability to any party. You are prohibited from using the site to facilitate mail abuse or unsolicited email of any type (spam). We reserve the right to refuse service to you for violation of this paragraph or any of these Terms of Use.

Third-Party Content

Our site may include content posted or uploaded by third parties (“Third-Party Content”). Unless our site makes clear otherwise, we do not claim ownership of Third-Party Content, and it does not necessarily express our views. Because it is not content we have posted or uploaded, we are not responsible for Third-Party Content and cannot verify its accuracy, timeliness, completeness or usefulness. We have the right, but not the obligation, to monitor, edit or delete Third-Party Content. Your use or reliance on Third-Party Content is at your own risk, and we are not responsible for it. If you have a dispute with any other user of our site or any third party, you agree that the dispute is between you and the third party and we are under no obligation to become involved, and you release us and our parents, subsidiaries, affiliates, members, officers, directors, employees, agents, representatives, and service providers from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

Our site may use third-party trademarks and logos to identify third parties and resources. Our use of these marks does not imply affiliation with or endorsement of the third party. These marks are the property of their respective owners.

Third-Party Suppliers

Our site may use software or services provided by third parties. We provide those products and services to you with permission of the suppliers on their terms, and subject to our own terms set forth here. Without limiting these terms, we expressly disclaim any warranty or other assurance to you regarding these third-party products and services.

External Links and Features

Our site may include links to other websites or allow you to use certain features and plug-ins that integrate external social media sites and other sites and other third-party features and tools. These terms do not apply to any external linked sites, and we have no control over and cannot be responsible for the practices or the contents of such external sites or their availability. We do not endorse and are not responsible for any content, advertising, products, or other materials on or available from external sources or your reliance on them. Your use of these external sites and features is at your own risk, and it is your responsibility to protect yourself from viruses and other destructive elements. We encourage you to consult the terms of such sites.

Copyright Infringement; Notice and Take-Down Procedures

We specifically prohibit the posting of any content that violates or infringes the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on or in connection with the site infringes your copyright or other intellectual property rights, you should notify us of your copyright infringement claim in accordance with the following procedure. We will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to us at:

Email: contact@aunicahealth.com

Phone Number: +1 615-208-3261

Mailing Address:

Aunica, Inc.

3811 Bedford Avenue, Suite 101

Nashville, TN 37215

To be effective, the notification must be in writing and contain the following information:

● Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

● Identification of the copyrighted 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;

● 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;

● Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

● A statement that the complaining party has 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

● A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Inquiries that do not follow this procedure may not receive a response. Upon receiving a claim of infringement, we may, in our discretion, remove or disable the material claimed to be infringed.

Please be advised that if you materially misrepresent that material is infringing your intellectual property, you may be liable for damages (including costs and attorneys’ fees). If you are not sure whether the material infringes on your intellectual property, you should consider contacting an attorney before contacting us.

Changes to the site

We may, for any or no reason and at our discretion, modify, disable, or discontinue operation of our site or your access to our site without notice and without liability to you or any other party. Reasons for termination may include provision of false or misleading registration information, interference with other users or the administration of our services, or violation of these terms or any of our other policies or agreements. Upon denial of access, you agree not to attempt to access our site. Termination will not limit any of our other rights or remedies. We also may limit your use of the site, including, for example, limits on the amount of content you upload or the number of posts you make and your frequency of access.

Privacy Policy and Security

We respect your privacy and will handle your personal information pursuant to our Privacy Policy. By using our site, you consent to the collection and use of personal information submitted by you in accordance with our Privacy Policy. You acknowledge that transmission of information by the Internet is never completely secure. Except as otherwise stated in our Privacy Policy, we do not guarantee the security of any information transmitted to or from our site, including to or from any external sites linked to our site, and submission of any information to our site or to any external sites linked to our site is your risk and responsibility, including to or from any third-party websites linked to the site. Submission of any financial (e.g. credit card) or other information in connection with your use of the site, or to any third-party websites linked to the site, is entirely at your own risk and responsibility.

Service Interruptions

We will do our best to provide uninterrupted service to our site, but we do not guarantee continuous and uninterrupted access to our site, and operation of our site may be affected by circumstances outside of our control. You are responsible for providing or obtaining Internet access and any hardware or software necessary to connect to the Internet or use our site.

Mobile Access

Your access or use of our site through a mobile device will require wireless service and may require software. Our site may offer text-messaging capability. You are responsible for these requirements, all applicable charges and fees incurred from them, and the terms of your agreements with your mobile service and telecommunications providers. Not all features of our site may work with or be permitted by your device or network provider. We are not responsible for the unavailability or delays in wireless, text-messaging, or telecommunications service, or any loss, damage or security breach or disclosure of your information to third parties from use of such services.

Force Majeure

If you or we are prevented from performing or are unable to perform any obligation under these terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence, but in no event later than 60 days.

Disclaimer of Warranties

The content on our site should not be interpreted as a recommendation for any specific property, product or services, use or course of action. The content may not be accurate, up to date, complete or untampered, and is not to be relied upon. You should not act or rely on any of the content without seeking advice of a qualified professional. You expressly agree that use of the site is at your sole risk and discretion. Any information, material or data downloaded or otherwise obtained through the use of our site is at our own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material or data. The site is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, we make no representations or warranties of any kind, express or implied, regarding the use or the results of the site in terms of their correctness, accuracy, reliability, or otherwise. We shall have no liability for any interruptions, errors, computer viruses or other harmful components in the use of the site. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SITE AND THE INFORMATION PROVIDED ON OR THROUGH THE SAME, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT, TITLE, FREEDOM FROM DEFECTS, UNINTERRUPTED USE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. THIS INCLUDES LOSS OF DATA OR PROFIT ARISING OUT OF THE USE OR THE INABILITY TO USE THE SITE. WE DO NOT WARRANT THAT THE SITE OR ANY CONTENT OR INFORMATION ACCESSED THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY OF OUR PARENTS, SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, SPONSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO ANY USE OF THE SITE OR THE INFORMATION CONTAINED IN THE SAME, THE INABILITY TO USE THE SITE, OR ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OUR SITE, OR LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE GREATER OF THE TOTAL FEES PAID BY YOU FOR THE SITE GIVING RISE TO THE CAUSE OF ACTION OR ONE HUNDRED DOLLARS ($100.00). Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

Waiver of California Civil Code Section 1542 and Similar Laws

BY USING OUR SITE, YOU WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,” AND ANY SIMILAR LAW OF ANY OTHER JURISDICTION.

Relationship of Parties

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these terms or any use of the site. You agree not to hold yourself out as our representative, agent, or employee, and we shall not be liable for any representation, act or omission made by you.

Indemnification

You agree to defend, indemnify and hold harmless us, our parents, subsidiaries, affiliates, licensors and service providers, and our respective officers, directors, members, employees, contractors, agents, representatives, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these terms or your representations and warranties in these terms, your use of the site, including, without limitation, your User Content, any use of the site content, services and products other than as expressly authorized in these terms or your use of any information obtained from the site, or infringement by you, or other user of the site using your computer, of any intellectual property or any other right of any person or entity. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such matter without our written consent.

Governing Law and Jurisdiction

These terms are governed by and construed in accordance with the laws of the State of Tennessee, United States of America, without giving effect to the principles of conflicts of laws of such state and are binding on you in the United States and worldwide. Except as otherwise stated in these terms, we make no representation that our site is appropriate, legal or available for use in other locations. Accordingly, if you choose to use our site, you agree to do so subject to the internal laws of the State of Tennessee. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these terms. The state and federal courts of Davidson County, Tennessee, will be the exclusive forum and venue to resolve disputes arising out of or relating to these terms or the use of or visit to our site. By using our site, and thereby agreeing to these terms, you consent to personal jurisdiction and venue in the state and federal courts in Davidson County, Tennessee, with respect to all such disputes. You acknowledge that your breach or potential breach of any of these terms or infringement or potential infringement of our intellectual property rights may cause us irreparable harm for which recovery of money damages would be inadequate. You agree that we will be entitled, in addition to any other remedies available to us, to seek any relief, equitable or otherwise, to prevent or restrain such breach or potential breach.

International Use and Export Controls

Our site is operated from our location in the United States of America. We do not represent that our site is appropriate or available for use in all jurisdictions, and not all of our products or services discussed on our site are available in all jurisdictions or appropriate or available for use outside the United States. We prohibit accessing content from within jurisdictions where such content is illegal. If you choose to access our site from outside the United States, you do so on your own initiative and are solely responsible for complying with applicable local laws, including applicable laws regarding the transmission of data exported from the United States or the country in which you reside. Certain software and services offered on or through our site may be subject to United States export controls and economic sanctions laws. In particular, but without limitation, software and software services through our site may not be exported to any U.S.-embargoed countries or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

Taxes

You are responsible for all taxes, duties, levies, and fees, including any sales, use or withholding taxes, imposed on or in connection with use of our site by any taxing authority worldwide.

Other Terms

These terms will inure to the benefit of our successors, assigns and licensees. If any provisions of these terms are unlawful, void, or unenforceable for any reason, the other provisions will not be affected and will remain valid and enforceable to the maximum possible extent. These terms will apply in addition to, and will not be superseded by, any other written agreement between you and us in relation to our site. Our failure to insist on or enforce strict performance of any provision of these terms will not be construed as a waiver of any provision or right. Our Privacy Policy and Cookies Policy are binding parts of our terms, and together with these terms and any other specific terms or agreements in connection with a particular feature of or through the site constitute the entire agreement between you and us with respect to your use of our site. Any cause of action you may have with respect to your use of our site or that is the subject of these terms must be commenced within one (1) year after the claim or cause of action arises. Any provisions of these terms that by their nature should survive termination of these terms will survive.