Effective Date: 01/01/2022
These Terms of Service (“Terms”) govern your use of the websites, mobile applications, and other services operated by Gentuity, LLC (“Gentuity,” “we,” “us” or “our”) where these Terms are posted (collectively, the “Sites”). These Terms represent a binding contract between Gentuity and you. BY ACCESSING THE SITES, YOU EXPRESSLY REPRESENT THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT USE THE SITES.
Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Rules may conflict with these Terms. In the event of such a conflict, the Additional Rules will control. Any reference to the “Terms” in this agreement includes the Additional Rules.
IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH, SUBJECT TO SOME LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. PLEASE REVIEW THE “DISPUTE RESOLUTION & AGREEMENT TO ARBITRATE” BELOW FOR MORE DETAILS.
CONTENT DISCLAIMER
The information on the Sites is provided for general information purposes only. This information cannot, and is not intended to, substitute for the advice of a physician or other health care provider, as applicable. Similarly, the information on the Sites should not be considered medical advice and is not intended as medical advice. Gentuity is not engaged in rendering medical advice, diagnosis, treatment or other medical services that in any way create a physician-patient relationship. You should not use the information provided on the Sites to diagnose or treat any medical condition or to make any other decision. You should always obtain complete medical information about any medical products by discussing the appropriate use of any such products directly with your healthcare provider. If you are experiencing a medical emergency, you should not rely on any information on the Sites and should seek appropriate emergency medical assistance, such as by calling “911.” You agree that access to and use of the Sites and the content thereof is at your own risk. The language of this section in no way limits the applicability of any other disclaimers or liability limitations found elsewhere in these Terms.
PRODUCTS, CONTENT AND SPECIFICATIONS
All features, content, specifications, products and prices of products and services described or depicted on the Sites are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. The Sites makes all reasonable efforts to accurately display the attributes of products, including the applicable colors; however, the actual color you see will depends on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on the Sites at a particular time does not imply or warrant that these products or services will be available at any time. Further, occasionally there may be information on our Sites that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, promotions, and offers. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Sites is inaccurate at any time without prior notice.
COPYRIGHT AND TRADEMARK OWNERSHIP
The Sites and their content, features and functionality, including, without limitation, information, text, graphics, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “Gentuity Content”), are the exclusive property of Gentuity, our licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent. Any unauthorized use of the Gentuity Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
LIMITED LICENSE
We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sublicensable, non-transferable, revocable license. You can use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. Gentuity reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Under this license, you may download information from the Sites and print out a hard copy for your personal, non-commercial use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained thereon. Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, create derivative works from, or otherwise use or exploit any Gentuity Content without the prior written authorization of Gentuity or any applicable third party suppliers.
Any unauthorized use by you of the Sites or any and/or any Gentuity Content automatically terminates the limited licenses set forth in these Terms without prejudice to any other remedy provided by applicable law or these Terms.
YOUR INTELLECTUAL PROPERTY RIGHTS AND LICENSE GRANT
Some features on our Sites, either now or in the future, may allow you to post or submit communications and content on or through the Sites (“Your Content”). You own any intellectual property rights to Your Content, but you automatically grant, or warrant that you and/or the owner of such content has expressly granted Gentuity a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display Your Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses. You are responsible for Your Content, and acknowledge that, once published, we cannot always remove it. Gentuity may, but has no obligation to, monitor or review Your Content or the content posted or submitted by other users of the Sites. We reserve the right to remove or disable access to any such content for any or no reason. We may take these actions without prior notification.
NON-CONFIDENTIALITY
Communications and content submitted on or through the Sites shall not be deemed confidential and Gentuity shall not have any obligation to keep any such material confidential. Gentuity shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.
USER CONDUCT
By using the Sites, you agree not to use the Sites in any manner that:
LINKS TO EXTERNAL SITES
The Sites may contain links to other websites. We are not responsible for the availability of these external websites nor do we necessarily endorse the activities or services provided by these websites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods, or services available on such external websites.
NO FRAMING
Without the prior written permission of Gentuity, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Sites, or incorporate any intellectual property of the Sites, Gentuity, or any of its licensors into another website or other service.
PRIVACY
We respect your privacy and have taken specific steps to protect it. Your submission of personal information through the Sites is governed by our Privacy Policy.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED “AS IS.” GENTUITY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. GENTUITY DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT, AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GENTUITY OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES OR PRODUCTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE, OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, GENTUITY DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE, OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL GENTUITY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT ON THE SITES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER LAW, GENTUITY WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE SITES, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITES, OR (v) ANY OTHER MATTER RELATING TO THE SITES.
In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of Gentuity, its partners, advertisers, and sponsors, or any other third party mentioned on the Sites. Accordingly, Gentuity assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites. GENTUITY DOES NOT WARRANT THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS, OR OTHER HARMFUL COMPONENTS. GENTUITY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
INDEMNIFICATION
You agree to defend (at Gentuity’s option), indemnify, and hold Gentuity harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.
DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE
By using the Sites, you and Gentuity agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:
Both you and Gentuity agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.
All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and Gentuity agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding the foregoing, in lieu of arbitration either you or Gentuity may (1) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.
CHOICE OF LAW AND CHOICE OF FORUM
These Terms have been made in and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the state of Massachusetts, without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in Massachusetts and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.
You and Gentuity acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
MODIFICATION AND TERMINATION
We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. By continuing to use the Sites, or any portion thereof, after we post any such changes, you accept these Terms, as modified.
We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. More generally, we may change, restrict access to, suspend or discontinue the Sites, or any portion of the Sites, at any time and at our sole discretion.
MISCELLANEOUS
CONTACT US
If you have any questions, comments or concerns about these Terms, please contact us via the following methods:
Please address to: Gentuity, LLC
By email: legal@gentuity.com
By mail: 142 North Rd., Sudbury, MA 01776
By phone: (978)202-4108