Terms of Use

Terms of Use

Last Modified April 22, 2012

PLEASE READ THE FOLLOWING SECTIONS CAREFULLY BEFORE USING THIS WEB SITE OR APPLICATION.

1. 1. Accepting Terms
1. 1.1 This Terms of Use Agreement (“Agreement” or “Terms of Use”) is entered into by and between Health Analytic Services, Inc. (“Health Analytic Service” or “HASI” or “We”) and you or the entity you represent (“Client” or “You”), and takes effect when you click the “I accept” button or check box presented during registration and/or when you Access TheSite, or any of the HASI Services (the “Effective Date”). If you do not agree to this Agreement and our Privacy Policy, you may not use The Site or HASI Services
2. 1.2 You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. We've also included several section headers to help you follow the text and emphasize key sections. Section headers are not a part of the contract itself. Please see section 14 for definitions of certain capitalized terms. Online version of this agreement can be found at http://thecarrot.com/company/terms.
2. 2. Use of HASI Services
1. 2.1 Access Grant. HASI hereby grants You the non-exclusive, non-transferable, permission to Access the HASI Services solely as contemplated by this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the HASI Services, including but not limited to the Privacy Policy and Terms of Use.
2. 2.2 Many of the HASI Services, you will be required to complete the registration form. At a minimum, you will be required to provide a user name, password, valid e-mail and to accept this “Terms of Use” Agreement. If you will be using an electronic device in conjunction with any of the HASI Services, you may also need to provide additional information such as your mobile phone number to authenticate the device.
3. 2.3 You may only register to use The Site if you live in the United States and are 18 years or older. You may not register for another person unless legally authorized to act as their agent. Further details on use of The Site are listed in subsequent sections of this Agreement.
4. 2.4 Minors under the age of 13 may not use or otherwise access The Site.
5. 2.5 You must live in the United States to access or register for the web site. HASI make no claims that the contents of The Site may be downloaded or used outside of the United States, as access to the content may not be legal in certain countries.
6. 2.6 Terms of Use and Privacy Policy. Client is required to accept the HASI Terms of Use (“Terms of Use”, available at http://thecarrot.com/company/terms), the HASI Privacy Policy (“Privacy Policy”, available at http://thecarrot.com/company/privacy), and any other guidelines as set forth on the HASI Site from time to time prior to accessing the HASI Services
7. 2.7 Password Security. Please record the password for your own account in a safe place. It is your responsibility to maintain the security of the password. If at any time you feel that the security of a password has been compromised, you are free to change the password from Your Personal Preferences or login password support.
8. 2.8 Account Activity. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.
9. 2.9 Modifications of Privacy Policy and Terms of Use. HASI may, at any time, and without prior notification to site users, change, amend or supplement its policies with respect to the HASI Services, including but not limited to the Privacy Policy or Terms of Use. Your continued use of HASI Services after such changes have been published on The Site constitutes your binding acceptance of such changes. Notwithstanding the foregoing, the resolution of any dispute that arises between you and HASI in relation to such policies will be governed by the policies in effect at the time such dispute arose.
10. 2.10 You must consent to receive electronic communications from HASI, either as e-mail or posted notices on The Site. You must agree that all agreements, notices, disclosures, and other communications provided electronically shall satisfy any legal requirement that such communications be in writing.
3. 3. Content Submissions
1. 3.1 Health Information Submissions – Consents and Authorizations
1. 3.1.1 User Health Information as defined in Section 14 may only be submitted into a health tracker, goal setting, or health planning HASI Service. User Health Information is not authorized for submission to forums, comments, blog postings or other public or community HASI Services.
2. 3.1.2 Without limiting the generality of the foregoing, Client hereby grants HASI the perpetual, irrevocable and worldwide right to use, modify, license, sublicense, and otherwise exploit all or part of the User Health Information or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation, or credit to Client.
3. 3.1.3 User Health Information is also governed under the terms of the Privacy Policy available at http://thecarrot.com/company/privacy.
4. 3.1.4 Client represents and warrants that it has obtained all consents and authorizations necessary to provide or access any personal or identifiable information regarding End Users to HASI, through the HASI Services or otherwise, for purposes of providing the services contemplated herein, including without limitation any such consents or authorizations required under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
5. 3.1.5 Business Associate Agreement. To the extent that Client is a Covered Entity or a Business Associate (as those terms are defined by HIPAA) and HASI is a Business Associate of Client under HIPAA, the parties agree to comply with the terms of the Business Associate Agreement which is available at (http://thecarrot.com/company/Business-Associate-Agreement).
2. 3.2 User Submissions
1. 3.2.1 As between the parties, HASI owns all right, title and interest, including without limitation all Intellectual Property Rights for User Submissions as defined in section 14.
2. 3.2.2 Client hereby assigns to HASI all right, title and interest, including all intellectual property rights in and to User Submissions. Without limiting the generality of the foregoing, Client hereby grants HASI the perpetual, irrevocable and worldwide right to use, modify, license, sublicense, and otherwise exploit all or part of the User Submissions or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation, or credit to Client.
3. 3.2.3 Client represents and warrants that Client has the right to grant to HASI the rights granted under this Section and that any User Submissions which is provided by Client to HASI does not infringe any third-party Intellectual Property Rights.
3. 3.3 You agree and acknowledge that you are solely responsible for the accuracy and content and assume legal responsibility of any and all material (text and media) you submit or someone submits on your behalf to any HASI Service. In submitting any material, you represent that you own this submitted content or otherwise have the right to submit this content.
4. 3.4 The parent or guardian must enter all information on behalf of minors under the age of 13. Minors, ages 13 to 17, may enter information into the accounts established for them by their parent or guardian. However, you, as the parent or guardian, are still responsible for supervising each minor’s use of The Site and for safeguarding registration information. For each minor, you also assume full responsibility for overseeing the accuracy of entered data, the use of trackers, the generation of reports, and the submission of any video images, photos, blogs, or text to The Site.
5. 3.5 You agree that HASI have the right to access, read, preserve, remove, and disclose any content it reasonably believes necessary to (a) detect or address fraud, security, or technical issues; (b) satisfy any applicable law, regulation, government request or legal process; and (c) protect the rights, property, or safety of its users and the general public. HASI will not be responsible or liable for the exercise or non-exercise of these rights.
6. 3.6 HASI reserve the right to remove from The Site at its discretion any controversial, defamatory and copyright infringing material or to edit or modify material flagged by other users as inappropriate, inaccurate, or not for public disclosure (e.g., unpublished research findings).
7. 3.7 To use The Site, you must agree to comply with all user responsibilities and obligations stated in this Agreement, including but not limited to:
1. 3.7.1 You will only post or upload text and media, including videos, photos, and audio files, that you have personally made or that you have all rights to transmit and license. You agree never to post a picture or video involving someone else (even when taken or made with you) without their prior, explicit permission. Uploading photos or video of other people without their permission is strictly prohibited.
2. 3.7.2 In submitting informational content, you represent that you have not violated the privacy rights, publicity rights, copyrights, contract rights, intellectual property, or other rights of any person. You agree to pay for all royalties, fees, and any other amounts due another person or entity by reason of any content posted by you through your account at The Site
3. 3.7.3 You agree that you will not submit any material that is unlawful, hateful, obscene, defamatory, threatening, libelous or contains offensive images, obscenity, pornography, sexually explicit behavior or any material that could give rise to civil or criminal liability under applicable law or regulations.
4. 3.7.4 You agree not to upload any material that contains software viruses, worms, Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or the operations of this Site.
5. 3.7.5 You agree not to post advertisements, promotional materials, petitions for signatures, solicitations of business, chain letters or letters involving pyramid schemes.
6. 3.7.6 You may not use contact information provided by our users or harvest information about our users for the purpose of sending, or to facilitate the sending of unsolicited bulk communications, such as “SPAM” or “SPIM”.
7. 3.7.7 Informational content is subject to copyright law and to our privacy policy. You must agree not to upload or transmit any content that may infringe upon or violate any rights of another party, including but not limited to copyrighted materials, trade secrets, unpublished research, and medical record information.
8. 3.7.8 To protect the rights of copyright owners, HASI maintains a policy for the termination of registrants who are infringers of copyright laws.
9. 3.7.9 HASI assumes no responsibility for monitoring of content posted by site users. The opinions posted in the public section of The Site are solely the opinions of the participants, and do not reflect the views of management or staff at HASI or any of its subsidiaries or affiliates. We do not and cannot review all content posted or uploaded to The Site.
10. 3.7.10 We encourage you to report inaccurate, faulty, misleading, offensive, obscene, hateful, illegal, defamatory, and libelous content by flagging content as inappropriate. HASI reserves the right to remove at their discretion, to edit or modify material flagged by its Users along with any controversial, defamatory, copyright infringing material identified by its staff.
11. 3.7.11 HASI reserves the right to edit or delete any User Submissions on any HASI Service, regardless of whether such communications violate any standards or agreement.
12. 3.7.12 Materials posted and/or uploaded to the public section of The Site may be subject to size and other limitations. You are responsible for adhering to such limitations.
8. 3.8 Notification of Possible Copyright Infringement: If you believe any materials on The Site web site infringe your copyright, you may request removal of those materials by contacting HASI. All notices must meet the current statutory requirements imposed by the Digital Millennium Copyright Act of 1998 (DMCA). At minimum, you must provide the following information:
• • Identification of the specific information that you believe should not be posted and its location on The Site web site (with URL).
• • Detail on the original source of this information and its URL or other relevant detail, such as publication name/date/volume/page.
• • Your name, address, e-mail address, and telephone number.
• • A statement that the information you supplied is accurate and that you are the copyright owner or authorized agent for the owner. The statement must be signed or submitted with an electronic equivalent.
• • Send the statement to HASI at legal@helthanalyticservices.com .
4. 4. Acceptable Use.
1. 4.1 Except as set forth in this Agreement, Client shall not (a) reproduce or distribute the HASI Services or HASI Data, or any portion thereof; (b) use or authorize use of the HASI Services or any HASI Data for any purpose other than Client’s own internal business purposes; (c) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, publish, sublicense, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the HASI Services or HASI Data or Access thereto; (d) modify, prepare derivative works of, translate, reverse engineer, reverse compile, reverse assemble, disassemble the HASI Services, HASI Data or any portion thereof; (e) place a disproportionate load on the HASI Services so as to maliciously interfere with the HASI Services or with the intended result of denying service of the HASI Services to other users; (f) gain or attempt to gain unauthorized access to the HASI Services; (g) introduce any virus or other harmful code into the system which enables the HASI Services; (h) use any automated means, including without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the HASI Services or HASI Data; or (i) attempt to do any of the foregoing. Client shall ensure that its employees, agents, contractors, suppliers and End Users also comply with the foregoing and agrees to promptly notify Client in the event of a breach of the foregoing.
5. 5. INTELLECTUAL PROPERTY
1. 5.1 The content of this Site is protected by copyright under United States laws. Title to the content remains with HASI. Subject to the Terms and Conditions of this Agreement, you may access and use the Content on this web site via your computer or other hand-held electronic devices for your own personal, non-commercial use. You are restricted to downloading and/or printing single copies of the Content, provided you make no modifications of the Content and all copyright and other proprietary notices remain intact.
2. 5.2 The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) shown on the web site or on content made available through the web site are registered and unregistered Trademarks of HASI and others. All Trademarks not owned by HASI are the property of their respective owners. All Trademarks, whether owned by HASI or others, may not be used in connection with any products or services that are not related to, associated with, or sponsored by their owners. Nothing contained on the web site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the web site without the explicit written permission of HASI or the third party that may own the applicable Trademark. Any misuse of the Trademarks displayed on the web is strictly prohibited.
3. 5.3 Ownership. As between the parties, HASI owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to (a) the HASI Services; (b) the HASI Web Site; (c) all HASI Data; and (d) all Feedback submitted by Client as set forth in Section 5.5 (Feedback).
4. 5.4 No Implied Licenses. Except to the extent set forth herein, (a) HASI does not grant to Client any other license, express or implied, to HASI’ Intellectual Property Rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by Law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other party. HASI expressly reserves all Intellectual Property Rights not expressly granted hereunder.
5. 5.5 Feedback. As between Client and HASI, all right, title and interest in and to any feedback, business idea, information, analysis, suggestions and comments provided by Client to HASI (including, but not limited to, bug reports and test results, and design suggestions or ideas) as reasonably requested by HASI, or as otherwise voluntarily provided by Client (collectively, “Feedback”) shall be owned by HASI. CLIENT HEREBY ASSIGNS TO HASI ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE FEEDBACK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT AGREES THAT HASI SHALL HAVE THE PERPETUAL, IRREVOCABLE AND WORLDWIDE RIGHT TO USE, MODIFY, LICENSE, SUBLICENSE AND OTHERWISE EXPLOIT ALL OR PART OF THE FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO CLIENT. Client represents and warrants that Client has the right to grant to HASI the rights granted under this Section 5.5 and that any Feedback which is provided by Client to HASI does not infringe any third-party Intellectual Property Rights. . Confidential information for which you wish to retain a proprietary interest should not be submitted directly to HASI Services.
6. 5.6 Use of Data. HASI may use and disclose data derived from Client’s use of the HASI Services in accordance with the HASI Privacy Policy or Terms of Service (a) if required by court order, Law or governmental agency; or (b) to operate, manage, maintain and improve the HASI Services or other products or services offerings of HASI.
6. 6. CUSTOMIZED CONTENT and services.

HASI provides customized content and services. Such content and services shall be provided to You in a separate agreement.

7. 7. Fees.
1. 7.1 There are currently no charges for individuals accessing the Site or other HASI Services for non commercial purposes.
2. 7.2 HASI reserves the right to change the pricing policies at any time without notice and charge for any or all of the HASI Services.
3. 7.3 Additional pricing information is available at http://thecarrot.com/company/pricing or contact sales@thecarrot.com.
8. 8. Representations, Warranties and Covenants.
1. 8.1 Mutual Representations, Warranties and Covenants. Each party hereto represents, warrants and covenants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.
2. 8.2 Client’s Representations, Warranties and Covenants. Client represents, warrants and covenants that (a) Client’s use of the HASI Services will comply with all applicable Laws (including that Client’s collection, use and storage of data in connection with or resulting from its use of the HASI Services shall comply with HIPAA and all applicable privacy Laws); (b) it will not use the HASI Services or HASI Data in a manner that reasonably could be expected to damage or cause injury to the HASI Services or otherwise reflect unfavorably on the reputation of HASI; and (c) Client owns all right, title, and interest in and to Client provided content.
9. 9. Disclaimers.
1. 9.1 No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HASI EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
2. 9.2 “As Is” and “As Available” and “With All Faults”. THE HASI SERVICE AND ANY HASI DATA, THIRD-PARTY SOFTWARE, THIRD-PARTY SITES, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE HASI SERVICE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.
3. 9.3 HASI Services Operation. HASI DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE HASI SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE HASI SERVICE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; OR (C) THE HASI SERVICE, THE SERVER(S) THAT MAKE THE HASI SERVICE AVAILABLE, THE HASI DATA OR OTHER INFORMATION OFFERED ON OR THROUGH THE HASI SERVICE OR ANY THIRD PARTY SITES WILL BE FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
4. 9.4 HASI Data Content and Accuracy. HASI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE HASI SERVICE, HASI DATA OR ANY THIRD PARTY SITES IN TERMS OF EFFECTIVENESS, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
5. 9.5 No Medical Advice. WITHOUT LIMITITNG THE FOREGOING, THE SERVICE, INCLUDING ANY text, graphics, images, and other material contained on the HASI WEB SITE are for informational purposes only. The HASI SERVICE is not intended to be a substitute for professional medical advice, diagnosis, or treatment. HASI does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the HASI WEB SITE. HASI DOES NOT RECOMMEND AND EXPRESSLY DISCLAIMS ANY LIABILITY RELATING TO OR ARISING FROM THE SELF-MANAGEMENT OF HEALTH PROBLEMS. FOR ANY HEALTHCARE-RELATED QUESTIONS, USERS SHOULD PROMPTLY CALL OR SEE A PHYSICIAN OR OTHER HEALTHCARE PROVIDER. ADDITIONALLY, THE TRANSMISSION AND RECEIPT OF INFORMATION CONTAINED ON THIS WEBSITE, IN WHOLE OR IN PART, OR COMMUNICATION VIA INTERNET OR E-MAIL DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN ANY USER AND HASI.
10. 10. Limitation on Liability.
1. 10.1 NO CONSEQUENTIAL DAMAGES. HASI WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF ANY DELAY IN RENDERING SERVICE, LOSS OF DATA, LOSS OF USE OR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF HASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. 10.2 Allocation of Risk. The parties agree that (a) the mutual agreements made in this Section 10 (Limitation of Liability) reflect a reasonable allocation of risk, and (b) that each party would not enter into the Agreement without these exclusions and limitations on liability set forth above.
11. 11. Indemnification.
1. 11.1 Client shall indemnify and hold harmless HASI, its officers, directors, employees, agents, licensors, and suppliers, from and against any claims, actions or demands, losses, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from any information you submit or that was submitted on your behalf or any breach or violation of this Agreement.
2. 11.2 Client shall indemnify and save harmless HASI, its officers, directors, employees, agents, licensors, and suppliers from any loss, expense (including reasonable attorneys’ fees), damage or liability arising out of any claim, demand, suit or action brought by third parties to the extent arising out of or relating to Client’s use of the HASI Data or HASI Services provided that HASI gives prompt notice to Client of any such claim and full opportunity to defend or settle such claim at Client’s cost and expense and with HASI’ cooperation.
12. 12. Termination.
1. 12.1 If you violate the any of our Agreements including but not limited to the Privacy Policy or Terms of Use for use of HASI Services, we may, in our sole discretion, terminate your access to HASI Services, in its entirety or any portion thereof. This action is in addition to and not in lieu or limitation of any other right or remedy we may have available at law. Further, we shall not be liable to you or any third party for any such termination or discontinuance.
2. 12.2 HASI may, at their sole discretion, modify, suspend, or discontinue services on The Site at any time without prior notice and without any liability to You.
3. 12.3 Survival. Sections 14 (Definitions), 4.1 (Restrictions), 5 (Intellectual Property), 6 (Fees), 12 (Term and Termination), 8 (Representations, Warranties and Covenants), 9 (Disclaimers), 10 (Limitation on Liability), 11 (Indemnification) and 13 (General Terms & Conditions) shall survive termination or expiration of this Agreement for any reason. Upon termination or expiration of this Agreement for any reason, (a) all licenses and rights granted by HASI to Client under this Agreement shall immediately terminate without notice; and (b) Client shall immediately cease all use of the HASI Services and HASI Data.
13. 13. General Terms & Conditions.
1. 13.1 Complete Agreement and Assignment
1. 13.1.1 Except and unless expressly provided in a particular “legal notice” posted on The Site including but not limited to the Terms of Use and the Privacy Policy constitute the entire agreement between you and HASI with respect to use of The Site and its content and services.
2. 13.1.2 We may assign all rights and obligations under these Terms of Use at any time in our sole discretion to a subsidiary, an affiliated company, or to a successor in interest as part of the sale, merger or transfer of HASI to another entity. We will post a notice on The Site regarding any change of ownership so that you may discontinue using The Site or cancel your registration if you do not wish to continue accessing its services under new ownership.
2. 13.2 Publicity. Any public announcement relating to the Agreement must fairly and accurately represent the parties’ business relationship, must not conflict with this Agreement and must be approved by the other party prior to its release.
3. 13.3 Construction. Singular terms shall be construed as plural, and vice versa, where the context requires. The headings of Sections of this Agreement are for convenience only and are not to be used in interpreting this Agreement.
4. 13.4 Independent Contractors. It is the intention of HASI and Client that HASI and Client are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between HASI and Client.
5. 13.5 Jurisdiction
1. 13.5.1 Governing Law. This Agreement will be governed by and interpreted in accordance with the Laws of the State of California without regard to any conflict of laws principles.
2. 13.5.2 Binding Arbitration. In the event a claim or dispute arising from your use of The Site, the matter shall be submitted to binding arbitration in Marin County, California. The parties shall have ten (10) business days from the date of written notice from one party to the other party to commence binding arbitration. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures in effect on the date of commencement or the arbitration (the “JAMS Rules”). The arbitration will be held before one (1) arbitrator (“Arbitrator”), either a retired judge or an attorney experienced in the area of dispute. Within fifteen (15) days after the commencement of arbitration, HASI and user shall jointly select the Arbitrator. In the event the parties do not agree, JAMS shall select the Arbitrator. The Arbitrator shall apply the law of the State of California or federal law, or both, as applicable to the issues asserted and is without jurisdiction to apply any different substantive law or law of remedies. Discovery shall be permitted pursuant to the provisions of California Code of Civil Procedure Section 1283.05, which is expressly incorporated herein by this reference, except as to subdivision (e) of Section 1283.05, which is not incorporated and shall not be applicable. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and cost of litigation.
6. 13.6 Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation (other than the payment of money) under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such party.
7. 13.7 Notices. All notices, requests, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered by hand or confirmed facsimile transmission; (ii) one day after delivery by receipted overnight delivery; or (iii) four days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the appropriate address set forth at the beginning of this Agreement or to such other person or address as either party shall furnish to the other party in writing pursuant to the above.
8. 13.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
9. 13.9 Third Party Beneficiary. The parties hereby acknowledge and agree that no person is an intended third party beneficiary to this Agreement.
10. 13.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
14. 14. Definitions.
1. 14.1 “Access” means to provide data, submissions or content to, retrieve data from, view and/or edit videos, data, submissions, comments or other forms of data managed by, make use of, initiate a process through or otherwise interact with, using electronic means or otherwise.
2. 14.2 “End User” means any individual or entity that directly or indirectly through another user accesses or uses the HASI Services.
3. 14.3 “HASI Data” means the data, images, videos, online sessions, submissions, comments, content and other information and data available through the HASI Services.
4. 14.4 “HASI Services ” means the HASI web based services including APIs available through the The Site and other web sites, services, content, documentation, software applications and networks owned or controlled by HASI for the purpose of providing Access to HASI Data for End Users as set forth in this Agreement.
5. 14.5 “The Site”: TheCarrot.com, any other web sites “Powered by TheCarrot” or other URL’s as HASI may designate from time to time during the Term.
6. 14.6 “Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the Laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.
7. 14.7 “Laws” means any federal, state, provincial, county, municipal or other local laws, rules, regulations, ordinances or judicial decisions enacted or issued by a court or other governmental authority of any country, state, province, county, city or other municipality.
8. 14.8 “Services” means the HASI Services.
9. 14.9 “Registered User” means any individual or entity that directly or indirectly through another user employs an authentication mechanism to Access or use HASI Services.
10. 14.10 “User Health Information” means any materials (text and media) submitted by user or on behalf of user that describes an individual’s physical or mental condition.
11. 14.11 “User Submissions” all material (text and media) you or someone acting on your behalf submit to The Site or HASI Service excluding all User Health Information.