DO NOT USE THIS SERVICE IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, IF YOU ARE THINKING ABOUT SUICIDE OR ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, OR IF YOUR HEALTHCARE PROVIDER HAS ADVISED AGAINST YOUR PARTICIPATION.
IMMEDIATELY CALL “911” IF YOU HAVE A MEDICAL EMERGENCY OR FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN DANGER.
THESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING AGREEMENT (“__AGREEMENT__”) BETWEEN OCTAVE HEALTH GROUP, INC., WITH AN ADDRESS OF 286 Madison Avenue, New York, NY 10017, UNITED STATES, and its affiliated entities (collectively, “__OHGI__”) AND YOU (“__YOU__” OR “__USER__”) REGARDING YOUR USE OF THE PLATFORM (AS DEFINED BELOW) AND THE SERVICES AVAILABLE TO USERS THROUGH THE PLATFORM.
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING OUR MOBILE APPLICATION (EACH, AN “__APP__”), ACCESSING, OR USING THE SERVICE, YOU EXPRESSLY (A) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY; AND (B) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BE HELD LIABLE FOR ANY NONCOMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SERVICE.
PLEASE BE AWARE THAT SECTION 17 OF THIS AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH OHGI THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH HEREIN. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
1.1 Services. Subject to the terms of this Agreement, Users can use OHGI’s platform (the “__Platform__”) provided via OHGI’s website www.findoctave.com (the “__Website__”) and Apps, to sign-up and pay for therapy, coaching, and class sessions provided by OHGI licensed therapists, coaches, and instructors that work for OHGI or its associated medical practices, as well as to complete one or more questionnaires designed to provide background and medical history information to the therapists and to complete certain ongoing activities recommended by your therapist (collectively, the “Services”). The Platform does not provide or make available any medical, therapeutic or life coaching advice or diagnoses; any such advice or diagnoses are provided either in person or over the phone by licensed therapists or life coaches, as applicable.
1.2 Modification of Services. OHGI may, in its sole discretion, change, modify, add, or remove portions, features or functions from the Services, or suspend or discontinue the Services or any portion thereof (temporarily or permanently and whether pursuant to a modification of the Services or otherwise), without notice or liability to you or to any third party. You agree that OHGI shall not be liable to you for any modification, suspension, or discontinuance of the Services or any features or functions thereof.
1.3 Limitations of Services and Related Disclaimers of Liability.
1.3.1 YOU MUST IMMEDIATELY CALL “911” AND NOTIFY THE RELEVANT AUTHORITIES IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, THINKING ABOUT SUICIDE, OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY.
1.3.2 LIFE COACHING IS NOT AN EXACT SCIENCE. THE ADVICE AND INFORMATION MADE AVAILABLE BY OUR LIFE COACHES IS BASED SOLELY ON THE INPUTS, CONTENT, DECISIONS, AND INFORMATION MADE AVAILABLE BY USERS, AND OHGI DOES NOT ATTEMPT TO VERIFY THE ACCURACY OF ANY SUCH INFORMATION. WHILE OHGI’S LIFE COACHES WILL ATTEMPT TO PROVIDE ACCURATE AND HELPFUL ADVICE AND INFORMATION, DUE TO THE NATURE OF LIFE COACHING, INCLUDING THE FACT THAT ALL ADVICE AND INFORMATION PROVIDED BY LIFE COACHES ARE BASED ON INFORMATION PROVIDED BY USERS, WE CANNOT GUARANTEE THAT SUCH ADVICE OR INFORMATION ARE OR WILL BE RELEVANT, USEFUL, CORRECT, SATISFACTORY, ACCURATE, TIMELY, COMPLETE OR SUITABLE TO YOUR NEEDS.
2.1 License. Conditioned upon your compliance with the terms of this Agreement, OHGI grants you a personal, limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of this Agreement, whether accessed via an Internet browser, smartphone, tablet, or other device, (a) solely in object code form, and (b) solely via a device that meets the minimum technical requirements necessary to run the Services (as determined by OHGI).
2.2 Permitted Uses and Restrictions. You may use the Services solely for its intended purpose. Without limiting the immediately preceding sentence, you may not (a) share your user name or password for the Services with any other individual or allow any third party to access or use the Services, (b) sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Services in a service bureau or outsourcing offering, or otherwise access or use the Services other than as expressly permitted hereunder, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) copy the Services or any part, feature, function or user interface thereof, (h) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Services, (i) access the Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, (j) “harvest” or collect information from the Services (including information about other users of the Services or offerings, products or services available on the Services) using an automated software tool or manually on a mass basis, (k) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“__Law__”), (l) integrate or link to any open source software or freeware with the Services, (m) remove any proprietary notices, labels or marks from the Services, (n) copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, from any written guides, training materials, or tutorials provided to you in connection with your use of the Services, or (o) permit third parties to do any of the foregoing.
2.3 Availability. OHGI will employ reasonable measures to provide you with access to the Services. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, emergency repairs, or due to the failure of telecommunications links or equipment or other circumstances that are beyond OHGI’s control.
2.4 App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that this Agreement is between you and OHGI and not with the App Store. OHGI, not the App Store, is solely responsible for App, including the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
If you provide any suggestions, enhancement requests, recommendations, comments or other feedback (“__Feedback__”) relating to the Services to OHGI, you agree that OHGI and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in connection with the Services, other related technologies and/or for any other purpose, on a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual basis. OHGI will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Services identified in the Feedback or otherwise.
5.1 Registering Your Account. In order to access certain features of the Services, you may be required to register for an account (“__Account__”) by following the instructions on the Website or App.
5.2 Registration Data. In registering for an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “__Registration Data__”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (x) at least eighteen (18) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.
6.1 Content. As used herein, “__Content__” means any information User transmits, uploads, provides, submits, or posts to the Services and any information provided by User to OHGI in connection with the Services, including Registration Data. You are responsible for (a) Content submitted to the Services under your username and password, (b) treating your username and/or password as confidential, and not disclosing it to any third party, (c) ensuring that the computer or device on which you access the Services has the required minimum Internet bandwidth (upload and download), (d) the accuracy, quality, and legality of all Content you submit to the Services and the means by which you acquired such Content, (e) using commercially reasonable efforts to prevent unauthorized access to or use of the Services, (f) promptly notifying OHGI in the event of any unauthorized use of or access to the Services, and (g) providing reasonable assistance to OHGI in investigating and preventing the recurrence of such unauthorized use or access. You hereby represent, warrant, and covenant that (x) you have all rights and licenses necessary with respect to your submission and the use of any Content in connection with the Services, (y) your submission and the use of any Content in connection with the Services will be in compliance with Law, and (z) you will not submit any Content to the Services that is unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise violates any third party’s rights, including intellectual property rights and/or privacy rights, or that violates this Agreement.
6.2 License to Content. By submitting Content to the Platform, you hereby grant OHGI: (i) a royalty-free, transferable, nonexclusive, worldwide right and license to publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any Content solely for the purpose of providing the Services to Users, with the right to sublicense the foregoing rights to OHGI’s service providers and agents for purposes of providing the Services to OHGI’s customers.
6.3 No Obligation to Pre-Screen Content. OHGI does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any Content submitted through the Platform by any User. However, OHGI retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move Content posted through the Platform.
You acknowledge and agree that OHGI will have no obligation to provide you with any support or maintenance in connection with the Services.
By providing a credit card or other payment method accepted by OHGI (“__Payment Method__”), you are expressly agreeing that OHGI and its vendors are authorized to charge to the Payment Method the total amount of the fees associated with the Services, together with any applicable taxes (collectively, as applicable, a “__Purchase__”), in advance of your receipt of Services. OHGI will use third party services to process credit card information. The applicable fee schedule and the payment terms are subject to change by OHGI from time to time. OHGI DOES NOT ACCEPT HEALTH INSURANCE AS A FORM OF PAYMENT IN CONNECTION WITH ANY SERVICES.
If the Payment Method cannot be verified, is invalid or is otherwise not acceptable, your Purchase may be suspended or canceled. You must resolve any payment method problems before we proceed with your Purchase. If a payment is not successfully settled and you do not edit your Payment Method information or cancel your Purchase or account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. All fees are nonrefundable.
OHGI may (a) compile statistical and other information related to the performance, operation, and use of the Services, and (b) use data from the Services to create statistical analyses, and for research and development purposes ((a) and (b) collectively, “__Service Analyses__”). OHGI may make Service Analyses publicly available and use Service Analyses for its business purposes; however, Service Analyses shall not incorporate Content in a form that could serve to identify User or any individual. Service Analyses do not constitute Content, and OHGI shall retain all right, title, and interest in and to Service Analyses, including all intellectual property rights therein and thereto.
During and after the term of this Agreement, OHGI may (a) collect, retain and use any Content submitted to the Services, including usage history, in order to provide and administer the Services; however, OHGI is not responsible for maintaining such Content, except as required by Law; and (b) access, read, preserve, and disclose any Content submitted to the Services that OHGI reasonably believes is necessary to (i) satisfy any Law, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to a support request, or (v) protect its rights, property or safety, and that of its users and the public.
11.1 Services. As between you and OHGI, all title and intellectual property rights in and to the Services are owned exclusively by OHGI. You are a user of the Services; the Services are not sold to you. No title to or ownership of the Services, or any proprietary rights related to the Services, are transferred under or by virtue of this Agreement. OHGI reserves all rights in and to the Services not expressly granted to you under this Agreement. Further, this Agreement does not authorize you to use any name, trademark or logo of OHGI. The Services are protected by copyright laws and treaties, as well as Laws related to other forms of intellectual property rights.
11.2 Content. As between the parties, User is and will remain the sole and exclusive owner of all right, title, and interest in and to all Content, including all intellectual property rights therein and thereto, subject to the license granted herein to OHGI.
12.1 Subject to this section, this Agreement will remain in full force and effect while you use the Services. You may terminate your Account at any time, for any reason, by following the instructions on the App or the Website or uninstalling the App. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of your rights under this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of any data associated with your Account. Neither OHGI nor its suppliers or licensors will have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of such data.
12.2 You acknowledge that if you breach this Agreement, OHGI may have no adequate remedy at law, will suffer irreparable harm as a result of such a breach, and therefore will be entitled to injunctive relief without the obligation of posting a bond. Upon the termination of this Agreement for any reason, each party will be released from all obligations to the other arising after the date of expiration or termination, except that provisions which by their nature should survive termination will survive, including use restrictions, indemnity obligations, warranty disclaimers, and limitations of liability, including Sections 1.3, 6.2, and 8 to 23.
13.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. OHGI EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
13.2 OHGI DOES NOT WARRANT THAT THE SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. OHGI SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SERVICE, FAILURE OF THE SERVICE, OR OTHERWISE RELATING TO THE SERVICE.
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OHGI WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF OHGI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OHGI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY PAID TO OHGI FOR YOUR USE OF THE SERVICE DURING THE LAST MONTH PRECEDING THE DATE THE CLAIM AROSE. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14.2 ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE, THIS AGREEMENT OR ANY ORDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to indemnify, hold harmless and defend OHGI, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, contractors, successors and assigns, from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) your use of the Services, (b) violation of the terms of this Agreement, or (c) an allegation that any Content or Feedback or the use thereof in connection with the Services and/or other subject matter of this Agreement infringes, misappropriates or otherwise violates a third party’s intellectual property rights or violates applicable Law, or (d) an allegation that your use of the Services in violation of this Agreement infringes, misappropriates or otherwise violates a third party’s intellectual property rights or other rights, or violates applicable Law.
This Agreement, as well as any dispute or claim arising out of or related to this Agreement, its subject matter, or its formation (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on the International Sales of Goods does not apply to this Agreement.
Please read the following arbitration agreement in this Section (“__Arbitration Agreement__”) carefully. It requires you to arbitrate disputes with OHGI and limits the manner in which you can seek relief from us.
17.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, App or Services, or to any aspect of your relationship with OHGI, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or OHGI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
17.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us addressed to Sandeep Acharya at 286 Madison Avenue, Floor 22, New York, NY 20017. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, OHGI will pay them for you. In addition, OHGI will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and OHGI. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.4 Waiver of Jury Trial. YOU AND OHGI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OHGI are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in New York, New York. All other claims shall be arbitrated.
17.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 286 Madison Avenue, Floor 22, New York, NY 10017, within 30 days after first becoming subject to this Arbitration Agreement by providing us with notice at: email@example.com. Your notice must include your name and address, your OHGI username (if any), the email address you used to set up your OHGI account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.7 Severability. Except as provided in subsection 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with OHGI.
17.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if OHGI makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing OHGI at the following address: Sandeep Acharya at 286 Madison Avenue, Floor 22, New York, NY 20017.
This Agreement constitutes the entire agreement binding you and OHGI with respect to your use of the Services, and supersede all prior or contemporaneous understandings, whether written or oral, regarding such subject matter.
OHGI reserves the right, in its sole discretion, to modify this Agreement at any time upon notice to you, including by posting a revised version of this Agreement on the Services. Any such modified Agreement will be effective immediately upon being made available to you, and your continued use of the Services thereafter constitutes your affirmative acceptance of such modified Agreement. Otherwise, the terms of this Agreement may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of OHGI. If you are dissatisfied with the terms of the Agreement or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Services.
Communications from OHGI to you may be by electronic means. You hereby consent to receiving communications from OHGI in electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that OHGI provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing, other than any non-waivable rights.
Any remedy of OHGI set forth in this Agreement is in addition to any other remedy afforded to OHGI under applicable Law or otherwise. OHGI’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the rest of the Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without OHGI’s prior written consent. Any purported assignment in violation of this Section shall be void. OHGI may freely assign or otherwise transfer its rights or obligations under this Agreement. The terms and conditions of this Agreement shall apply to and be binding upon the approved successors and permitted assigns of the parties hereto. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This Agreement does not and is not intended to confer any rights or remedies upon any person other than you and OHGI. For all purposes of this Agreement, the words “including” and “includes” mean inclusion without limitation.
All notices, requests, approvals, and other communications required or permitted to be given by you hereunder must be in writing, delivered by personal delivery, nationally recognized overnight courier, by certified or registered mail, return receipt requested or by email and will be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, five days after deposit in the mail, or on the date sent by email with confirmation of transmission, if sent during normal business hours of OHGI, and on the next business day, if sent after normal business hours of OHGI. Notices will be sent to the addresses set forth at the address indicated in the preamble above or such other address as OHGI may specify in writing pursuant to this Section.
Questions regarding the Services or this Agreement should be directed as follows: firstname.lastname@example.org.