TERMS OF USE

Welcome to the Imperative Care, Inc. ("Imperative Care" or "we" or "us") website at imperativecare.com (the "Site"). These Terms of Use ("Terms") apply to all contents available within the Site. These Terms are a legally binding contract ("Agreement") between you and Imperative Care and by continuing to use the Site, you agree to comply with these Terms. If you do not agree with or do not consent to this Agreement, immediately exit and cease use of the Site.

We may update these Terms from time to time without notice to you. You are responsible for periodically reviewing these Terms for applicable changes. Your use of the Site after posting by us of any changes to these Terms constitutes your acceptance to those changes. If you do not agree with or do not consent to the Terms (as they may be amended from time to time), or are dissatisfied with the Site, your sole and exclusive remedy is to discontinue using the Site.

ELIGIBILITY

You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Site; and (c) your use of the Site is in compliance with all applicable laws and regulations. If you are accessing the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

PERMITTED AND PROHIBITED USES

You are granted a non-exclusive, non-transferable, revocable license to access the Site via an industry-standard web browser (and not any scraping or crawling technologies) and use the Site strictly in accordance with this Agreement. Imperative Care grants you permission to use the Site for your personal, informational, non-commercial use. The use of this Site for commercial purposes is expressly prohibited without our prior written consent.

The Site is not intended to provide medical advice. We urge you to contact a health care professional for detailed information about medical conditions and treatment. The Site is not intended for audiences outside of the United States and the Site may contain references to Imperative Care products, programs and services that are not available in countries outside of the United States. Such references do not imply that we intend to make such products, programs or services available in other countries or that such products may lawfully be used in or imported into other countries. We reserve the right, without prior notice, to discontinue or change products, programs and services at any time without incurring any obligations to any party.

You agree not to use the Site for any fraudulent or illegal purpose or in violation of any local, state, national, or international law. You agree not to attempt to interfere with or circumvent a security-related feature of the Site. You also agree not to interfere with the operation of the Site or any user’s enjoyment of the Site.

THIRD PARTIES

The Site may contain links to web sites which are controlled and operated by third parties. Your use of any third party web site is subject to the terms of use and other guidelines, if any, of the relevant web site. We are not responsible for your use of third party web sites, or the content, accuracy, or opinions expressed in third party web sites. Inclusion of any linked web site on our Site or reference to any product, recording, event, process, publication, service, or offering of any third party does not imply our approval or endorsement of such by Imperative Care. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

OWNERSHIP; PROPRIETARY RIGHTS

The Site and the contents of the Site, including but not limited to text, graphics, images, design, data, computer code (including source code and object code) and organization, are protected under copyright, trademark, and other proprietary and intellectual property rights. Copying, reproduction, distribution, preparation of derivative works, publicly display, or publication by you of any such matters or any part of the Site, except as expressly allowed by this Agreement or another agreement between you and Imperative Care, is prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. You are advised that Imperative Care will enforce its intellectual property rights to the full extent of the law.

USE OF INFORMATION

We reserve the right and you hereby authorize us to use all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

You grant to Imperative Care the right to use all content you upload or otherwise transmit to the Site, subject to these Terms and our Privacy Policy in any manner we choose, including, but not limited, to copying, displaying, performing or publishing it in any format whatsoever, modifying it, incorporating it into other material or making a derivative work based on it.

We will not be required to treat any such submitted content, in whole or in part, as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services, or operations.

DISCLAIMER

ALL INFORMATION, CONTENT, AND DOCUMENTS AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." IMPERATIVE CARE MAKES NO REPRESENTATOIN OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE SITE OR THE CONTENT. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IMPERATIVE CARE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED. IMPERATIVE CARE DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, CONTENT OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

LIMITATION OF LIABILITY

IN NO EVENT SHALL IMPERATIVE CARE OR ANY OF OUR CORPORATE AFFILIATES, SUBSIDIARIES, PARENT COMPANY, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER REPRESENTATIVES (COLLECTIVELY, "AFFILIATED PARTIES") BE LIABLE (i) FOR ANY LOSSES WHICH WERE NOT REASONABLY FORSEEABLE AT THE TIME OF ENTERING INTO THIS AGREEMENT, OR (ii) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND, OR FOR LOST PROFITS OR SAVINGS, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF IMPERATIVE CARE OR OUR AFFILIATED PARTIES WERE ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. Some states do not allow the limitation of liability, so this provision may not apply to you.

THE AGGREGATE LIABILITY OF IMPERATIVE CARE AND OUR AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THIS AGREEMENT SHALL NOT EXCEED U.S.$100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

INDEMNIFICATION

You agree, at your own expense, to indemnify, defend, and hold harmless Imperative Care and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") from any judgment, liability, loss, claim, demand, suit, and expense, including but not limited to reasonable attorney’s fees, related to, incurred in, or arising from your violation of this Agreement or use of the Site.

GOVERNING LAW; DISPUTES

These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Imperative Care agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating any dispute. If you are a consumer located in the EU, such jurisdiction of the Santa Clara County courts will be non-exclusive. We operate the Site from our offices in California, and we make no representation that content included in the Site is appropriate or available for use in other locations.

YOU AND IMPERATIVE CARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

You agree that regardless of any applicable law to the contrary, you cannot file a claim or cause of action arising out of or related to the Site, its content, or these Terms more than one (1) year after such claim or cause of action arose.

SEVERABILITY

If any provision of the Agreement shall be unlawful, void, or for a reason unenforceable, then that provisions shall be deemed severable from the Agreement and shall not affect the validity or enforceability of any remaining provision.