Terms of Service
Welcome to IKONA!
THE SERVICES AND ALL CONTENT AND INFORMATION ON OR THROUGH THE SERVICES, ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL OR MEDICAL ADVICE AND WE CANNOT AND DO NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTHCARE PROVIDER FOR PERSONAL MEDICAL ATTENTION AND ADVICE; DO NOT USE THE SERVICES AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
1. Acceptance of Terms; Applicability of Terms
These Terms constitute a binding legal agreement between you, as a user of the Services, and IKONA. If you have been authorized to, and are helping another person visit our Services, these Terms constitute a legally binding agreement between both the helper and the person being helped and IKONA. Your access to, and use of the Services is expressly conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users of the Services, including users who are also contributors of content, information, and other materials or services in the Services. If you do not agree with all of these Terms, do not access or use any portion of the Services in any manner, for any purpose.
Your use of any Services with which we may be affiliated may be subject to additional terms, including terms and conditions provided by a third party. If you do not agree with all of these additional terms and conditions, do not access or use any Services subject to such additional terms. If you accept these Terms, but later decide that you want to terminate your account, please contact Customer Support at firstname.lastname@example.org, and we will verify and complete your request.
2. Our Services
In order to receive our Services, you must register as more fully described below in the section entitled “Registration.” The Services are available only to individuals who are at least 18 years old. You represent and warrant that you have the legal ability (capacity) to enter into a binding contract and are at least 18 years old, and that all registration information you submit is accurate and truthful. IKONA may, in its sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time for any reason. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
As part of the Services, we have designed programs to provide information and content related to wellness, health, and lifestyle. We encourage you to consult with your healthcare provider before commencing the Services. You represent that you are in good enough health to begin these Services. The Services require your active engagement and participation. You understand that, despite your efforts, individual users results will vary for a variety of reasons and IKONA cannot and does not guarantee that you will achieve your health or lifestyle goals.
3. No Medical Advice
OUR SERVICES AND ALL CONTENT AND INFORMATION OFFERED ON OR THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE AND DO NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. WE ARE NOT A MEDICAL DEVICE PROVIDER. RATHER, THE SERVICES ARE INTENDED TO ENABLE REGISTERED USERS TO ACCESS WEB-BASED EDUCATION AND CONTENT AND RESOURCES IN THE HEALTH AND WELLNESS SPACE. RELIANCE ON ANY INFORMATION PROVIDED BY OR ON BEHALF OF IKONA, IKONA EMPLOYEES, CONSULTANTS, OR OTHER VISITORS OR USERS OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Certain Services may give registered users access to our employees, consultants, and other representatives, including facilitators and licensed and non-licensed professionals, who with your consent may communicate with you by web, telephone, SMS, or email. Such employees, consultants, and other representatives provide only educational services and resources, and do not provide medical care, medical advice, patient-specific recommendations, diagnosis, or treatment.
Certain Services include programs offering registered users the opportunity to participate in online and virtual group discussions, question and answer sessions and coaching sessions facilitated by both licensed professionals and professionals who are not licensed for an additional fee (collectively, “Virtual Group and Coaching Programs”). Our Learning Portal and Help Center pages include groups and communities (collectively, “IKONA Communities”) that offer users the opportunity to participate in free online group discussions, online communities, and question and answer sessions. IKONA Communities may be unfacilitated, or may be facilitated by both licensed facilitators and professionals who are not licensed. Virtual Group and Coaching Programs and IKONA Communities are intended to provide additional health and wellness content. All services, content, and information on, in, or through Virtual Group and Coaching Programs and IKONA Communities are for informational purposes only and do not constitute medical care, diagnosis, or treatment. Such facilitators do not provide patient-specific recommendations or treatment.
IKONA does not employ or contract with physicians to provide medical care to you. IKONA does not offer medical advice, diagnosis, or treatment or engage in the practice of medicine or the provision of medical devices. Only your physician or other healthcare provider can do that. You should not change your treatment or care plan, medication, or therapy based on information, advice, or materials you receive through the Services or from our employees, agents, or consultants (including program facilitators). Use of our Services and consultation with our employees, agents, or consultants are supplemental to any treatment or care provided by your physician or other healthcare provider and do not replace regular medical visits with your physician or other healthcare provider. Always seek the advice of your physician or other qualified healthcare provider with any questions regarding your medical condition or the use (or frequency) of any treatment, medication, or medical device. Never disregard professional medical advice or delay in seeking it because of something you have read, viewed, or heard in connection with our Services. To the extent you receive medical care consequent to the Services, all diagnosis and treatment by any medical professional is separate from and unrelated to the Services provided by IKONA.
If you have an existing mental health condition, you should speak with your physician or other healthcare provider before starting use of any of our Services.
4. No Emergency Services
THE SERVICES ARE FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM.
THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY OR TIME-CRITICAL CALLS OR COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, MEDICAL CARE UNIT, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE.
If in our opinion we perceive there to be a life-threatening emergency involving any user of our Services, we may, but are not obligated by reason of your use of our Services to, take such actions as we in our sole discretion determine to be reasonable, necessary, or appropriate, including contacting such law enforcement, hospital, and/or medical personnel (“Emergency Responders”) as we in our sole discretion determine to be appropriate, and providing your personal information to such Emergency Responders. You understand and agree that, in the event that we take any action with respect to securing Emergency Responders, you, and not IKONA or any of our affiliates or representatives, will be solely responsible for payment of any and all medical services rendered in connection with any treatment arising therefrom. You further understand and agree that IKONA may, but has no obligation to, monitor any of the Services or any user communications made on or through any of the Services or any IKONA Communities (including but not limited to communications through Virtual Group and Coaching Programs and comments and posts made in any IKONA Communities), and that IKONA has no obligation to contact any Emergency Responders under any circumstances. IKONA shall have no liability of any nature whatsoever for monitoring or not monitoring any of the Services or any user communications on or through any Services or any of our IKONA Communities, or for contacting or not contacting Emergency Responders or any other authorities under any circumstances.
5. Privacy and Your Personal Information
6. Rules and Conduct
As a condition of use of the Services, you agree not to use the Services for any purpose that is prohibited by these Terms or by applicable law. The Services (including, without limitation, any Content or User Submissions (both as defined below)) are provided only for your own personal, noncommercial, limited use in accordance with these Terms. You are solely responsible for all of your activity in connection with the Services. For purposes of these Terms, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, materials, data (obtained about you through the Services or from third parties), text, photographs, images, software, scripts, art, graphics, logos, button icons, and interactive features generated, provided, or otherwise made accessible by or on behalf of IKONA or its partners on or through the Services.
By way of example, and not limitation, you shall not, and shall not permit any third party to, directly or indirectly (a) take any action or (b) upload, download, post, submit, or otherwise distribute or facilitate distribution of any content on or through the Services, that: infringes any patent, trademark, trade secret, copyright, other intellectual property right, right of publicity, or other right of IKONA or any other person or entity; is unlawful, threatening, abusive, harassing, defamatory, libelous, slanderous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; constitutes unauthorized or unsolicited advertising, junk, chain letters, or bulk e-mail (“spamming”); involves commercial activities and/or sales without IKONA’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; contains or distributes software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of IKONA or any third party; or impersonates any person or entity, including any employee or representative of IKONA. Without limiting the foregoing, you (i) shall not share or disclose the personal information of another user without that user’s permission, and (ii) shall not use for any improper or unlawful purpose any personal information of another user.
Additionally, you shall not: (a) take any action that imposes or may impose (as determined by IKONA in its sole discretion) an unreasonable or disproportionately large load on IKONA’s (or its third party providers’) infrastructure; (b) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (c) bypass any measures IKONA may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (d) run Maillist, Listserv, any form of auto-responder, or “spam” on the Services; or (e) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services.
You shall not directly or indirectly: (a) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction; (b) modify, translate, or otherwise create derivative works of any part of the Services; or (c) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
IKONA reserves the right to, without prior notice, remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if IKONA is concerned that you may have violated these Terms), or for no reason at all, and to delete any user’s account or suspend or terminate a user’s subscription or access to any Services upon any fraud or breach or suspected breach of these Terms.
IKONA shall have no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the foregoing activities.
7. Registration; Computer Equipment and Internet Services; Consent to Receive Email/Phone Communications
As a condition of using certain aspects of the Services, you will be required to register with IKONA and select a password and login email (“Account”). You shall not (a) select or use as an Account a name of another person with the intent to impersonate that person; (b) use as an Account a name subject to any rights of a person other than you without appropriate authorization; or (c) use as an Account a name that is otherwise offensive, vulgar, or obscene. IKONA reserves the right to refuse registration of, or cancel an Account in its sole discretion. You are solely responsible for activity that occurs on your account. Additionally, you are solely responsible for setting your account password, as well as maintaining its confidentiality. You shall never use another user’s account without such other user’s express permission. You will immediately notify IKONA in writing of any unauthorized use of your account, or other account related security breach of which you become aware.
As a condition of using our Services, you may be required to provide IKONA with your email address and phone number as part of registration. As part of the Services, you may receive from us email and other communications (e.g., SMS messages and voice calls) relating to your use of our Services. By disclosing this contact information or otherwise sending electronic communications through the Services, you acknowledge and agree that we may send you communications through registered mail, email and other electronic communications, SMS messages, voice calls, or otherwise, that we determine, in our sole discretion, are related to your use of our Services. As part of using our Services you agree to receive all agreements, notices, disclosures, and other communications that we provide to you in electronic form, and acknowledge that receipt of such documents in electronic form satisfies any legal requirement that such communications be in writing.
With the exception of the Services, you are responsible for obtaining, installing, maintaining, and operating all software, hardware, and other equipment (collectively, “Systems”) necessary for you to access and use the Services, as well as Internet services via the Internet service provider of your choice. This responsibility includes, without limitation, your utilizing current versions of web-browsers and appropriate encryption, antivirus, anti-spyware, and Internet security software. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet, and you hereby expressly assume such risks. You acknowledge that you are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. You acknowledge that you have requested access to the Service for your convenience, have made your own independent assessment of the adequacy of the Internet and Systems, and that you are satisfied with that assessment. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or the Systems.
WHEN YOU CONTACT US BY EMAIL OR TEXT, WE HAVE NO WAY OF PROTECTING YOUR INFORMATION UNTIL IT REACHES US SINCE EMAIL AND TEXT MESSAGING AND THE COMMUNICATION LINES SUCH COMMUNICATIONS TRAVEL OVER DO NOT HAVE THE SECURITY FEATURES THAT ARE BUILT INTO OUR SERVICES AND MAY NOT BE SECURE. BY SENDING ANY INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK AND DAMAGE ARISING FROM DISCLOSURE OF SUCH INFORMATION IN THE COURSE OF TRANSMISSION.
8. Fees and Payment
IKONA reserves the right to require payment of fees for certain features of the Services. Should you elect to subscribe to such features, you shall pay all applicable fees, as described in connection with such features. IKONA reserves the right to change its price list and to institute new charges at any time, upon prior notice to you, which may be sent by email or posted on the Services. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges.
Any discount or promotion code or offer provided by IKONA may not be used in conjunction with any other promotion code or offer, past or present. Unless otherwise set forth in the terms of the applicable promotion, all promotions or discounts will apply to the initial period of the subscription, and any renewals may be subject to the pricing in effect at the time of renewal for the type of subscription purchased.
“Gift Subscriptions” are pre-paid memberships to the Services. A person who purchases the gift is referred to in these Terms as the “Giftor.” A person who receives and redeems a Gift Subscription to the Services is referred to in these Terms as the “Recipient.” Gift Subscriptions are paid for as a one-off upfront payment. Once bought, the Giftor will receive an order confirmation. The Gift Subscription will be sent to the Recipient on the Giftor’s specified date. We will automatically bill the payment method you provided for any purchased Gift Subscriptions at the time of purchase, not delivery. There are no refunds or other credits for Gift Subscriptions that are not redeemed. We are not responsible if a Gift Subscription is lost, stolen, or used without permission. Gift subscriptions and the Recipients are subject to all of these Terms. Gift subscriptions may be cancelled as stated below in Paragraph 13: Termination.
10. Third-Party Sites and Materials
The Services may allow you to display, use, include or make available content, data, information, applications, or materials from third parties (“Third Party Materials”), or the Services may provide links to certain third party websites (“Third Party Websites”).
IKONA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO ALL THIRD PARTY MATERIALS AND ALL THIRD PARTY WEBSITES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, CONTENT, FUNCTIONS, ACCURACY, LEGALITY, APPROPRIATENESS, SERVICES, MATERIALS, POLICIES, PRACTICES, OR ANY OTHER ASPECT OF SUCH THIRD PARTY MATERIALS OR THIRD PARTY WEBSITES OR FOUND THROUGH THE USE OF ANY THIRD PARTY WEBSITES THAT LINK TO OR FROM THE SERVICES OR ARE OTHERWISE REFERENCED IN THE SERVICES.
IKONA HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY ANY THIRD PARTY SERVICE PROVIDER. BY ACCESSING, DOWNLOADING, REGISTERING FOR, OR USING THE SERVICES, YOU AGREE THAT IKONA HAS AND WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, MATERIALS, OR SERVICES PROVIDED BY ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY OTHER USERS OF THE SERVICES OR ANY THIRD PARTY SERVICE PROVIDERS LINKED THROUGH THE SERVICES, AND YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM OR ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD PARTY MATERIALS AND THIRD PARTY WEBSITES.
11. Intellectual Property
The Services and the Content are protected under United States and international intellectual property, copyright, trademark, patent, trade secret, and other laws. The Services and the Content are the sole property of IKONA (or our affiliates and/or licensors, where applicable). Subject to your compliance with these Terms, as revised (and any other terms governing your use of the Services), IKONA grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to enter and use our Site, download to your personal device our Apps, and access and use our Services in accordance with these Terms for personal, noncommercial purposes. All rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by IKONA (or our affiliates and/or licensors, where applicable).
You shall abide by all copyright notices, limitations, obligations, restrictions, and special rules contained in any Content accessed through the Services, which notices, limitations, obligations, restrictions, and special rules are incorporated herein by reference. The Services, including Content, shall not be used except as provided in these Terms. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services or any Content or third party submissions or other proprietary rights not owned by you, (a) without the consent of the respective owners or other valid right, and (b) in any way that violates any third party right.
You may, to the extent the Services expressly authorize you to do so, download or copy the Content, and other items displayed on the Services for download, for personal, noncommercial use only in accordance with and subject to these Terms, provided that you maintain without altering or obscuring all copyright, trademark, and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use in accordance with these Terms is expressly prohibited without prior written permission from IKONA, or from the copyright holder identified in such Content’s copyright notice. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will IKONA be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
IKONA Health, IKONA, IKONA Communities, IKONA Coaching and the IKONA logo (the “IKONA Marks”) are trademarks or registered trademarks of IKONA Inc. Other trademarks, service marks, graphics, and logos appearing on the Services may be the property of third parties (the “Third Party Marks”). Neither your use of the Services nor these Terms grant you any right, title, or interest in or to, or any license to reproduce or otherwise use, the IKONA Marks or any Third Party Marks.
If you believe any materials accessible on or from the Site or other Services infringe your copyright, you may request removal of those materials (or access to them) from the Site or other Services by submitting written notification to our Support Team at email@example.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, as amended (17 U.S.C. § 512) (“DMCA”), the written notice must include substantially the following:
• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
12. User Submissions
The Services may provide you with the ability to create, upload, submit (through our Services or through third-party websites, software or tools), disclose, distribute, or otherwise post (hereafter, “posting”) content (including personal information), videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, works of authorship, and other information related to the Services, including without limitation any feedback or suggestions for improvements, enhancements, or error corrections (collectively, “User Submissions”). You may also have access to other users’ User Submissions through the Services. You represent and warrant to us that you own or control all rights in and to your User Submissions, have the legal right to post such User Submissions, and that doing so will not violate any law or infringe upon or violate the rights of any person or entity.
You understand that IKONA shall have the right to de-identify, reformat, excerpt, or translate any materials, content, information, or other User Submissions submitted by you; and that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated.
IKONA is and shall not be liable or responsible for the appropriateness, legality, reliability, or accuracy of any User Submissions, for any errors or omissions therein, or otherwise with respect to any User Submissions. IKONA cannot and does not guarantee the identity of any other users with whom you may interact in the course of using the Services. IKONA does not endorse or recommend and has no control over any User Submissions. IKONA cannot and does not guarantee the authenticity of any data which users may provide about themselves. Your sharing or disclosure of User Submissions and your use of others’ User Submissions is at your own risk.
IKONA may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. Upon termination of your right to use any Services or our termination of the Services, all licenses and other rights granted to you by these Terms will immediately terminate.
If you wish to terminate your account, you may do so by following the instructions on the Services or by emailing us at firstname.lastname@example.org. Any fees paid for the Services are non-refundable and no credits will apply for any prorated subscription periods. Cancellation of monthly subscriptions will be effective as of the end of the monthly period in which the cancellation occurs. Cancellation of annual subscriptions will be effective as of the end of the annual period in which the cancellation occurs. All provisions of these Terms which by their nature should survive termination of your account and/or termination or expiration of these Terms shall survive such termination or expiration, including, without limitation, ownership and intellectual property provisions, warranty disclaimers, indemnity, and limitations of liability.
14. Warranty Disclaimer
Notwithstanding anything to the contrary elsewhere in these Terms, IKONA has no special relationship with or fiduciary duty to you, your heirs, personal representatives, successors, or assigns. THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, IKONA, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, CONTENT PROVIDERS, AND OTHER PERSONS ASSOCIATED WITH IKONA, DO NOT WARRANT: (A) THAT THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THAT THE SERVICES WILL BE ACCURATE OR FREE FROM ERRORS OR DEFECTS OR THAT ANY INACCURACIES, DEFECTS, OR ERRORS WILL BE CORRECTED; (C) THAT THE SERVICES OR ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR MATERIAL; (D) AS TO THE RELIABILITY, COMPLETENESS, CURRENTNESS, OR SUITABILITY FOR ANY PURPOSE OF THE SERVICES OR THE CONTENT OR ANY OTHER MATERIALS OR COMMUNICATIONS PROVIDED BY OR THROUGH THE SERVICES; OR (E) THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE OR PROVIDE ANY HEALTH, BEHAVIORAL, OR THERAPUETIC BENEFIT. YOUR USE OF THE SERVICES AND THE CONTENT IS SOLELY AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You shall defend, indemnify, and hold harmless IKONA, our affiliates and each of our and our affiliates’ respective employees, contractors, owners, directors, officers, licensors, suppliers, representatives, successors, and assigns from all liabilities, claims, judgments, awards, losses, damages, penalties, costs, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to: (a) your use or misuse of, or access to, any of the Services, Content, or otherwise from your User Submissions or other materials or data you submit on or through the Services; (b) your breach of these Terms; (c) your fraud or your violation or alleged violation of any applicable federal, state, or local laws, rules and/or regulations; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. IKONA reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with IKONA in asserting any available defenses.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IKONA, ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS, CONTENT PROVIDERS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO OR RESULTING FROM THE USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR USER SUBMISSIONS), INCLUDING, WITHOUT LIMITATION, FOR ANY: (A) LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR RELIANCE ON THE SERVICES; (D) CLAIMS FOR PERSONAL INJURY, INCLUDING DEATH; OR (E) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF A PHYSICIAN OR OTHER LICENSED HEALTH CARE PROVIDER ARISING FROM OR RELATED TO MEDICAL SERVICES YOU MAY RECEIVE CONSEQUENT TO THE USE OF THE SERVICES. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY LICENSED MEDICAL PROFESSIONAL OR ANY OTHER PARTY.
When using the Services, information will be transmitted over media that are beyond the control and jurisdiction of IKONA and/or its vendors. IKONA assumes no liability whatsoever for or relating to any delay, unintended disclosure, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services.
Any claims against IKONA arising in connection with your use of the Services must be brought against IKONA within one (1) year of the date of the event giving rise to such action.
17. International Use
IKONA makes no representation that the Services are appropriate or available for use in locations outside of the United States, and accessing the Services is prohibited from territories where such Services are illegal. If you access the Services from other locations, you do so at your own initiative and are responsible for compliance with local laws.
18. Governing Law
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration or any court proceeding hereunder shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York or in a state court in New York, New York. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this Section.
19. Integration and Severability
IKONA shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond IKONA’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with IKONA’s prior written consent. IKONA may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Our licensors may be entitled to enforce these Terms as third-party beneficiaries. There are no other third-party beneficiaries to these Terms except, if applicable, a party to an applicable benefit agreement. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service, to your most recent address or email address provided to IKONA, or to IKONA at:
IKONA Inc., 135 Madison Avenue 5th Floor, New York, NY 10016
21. Changes to Terms
We reserve the right, at our discretion, to modify, replace, update, or change any of these Terms or modify, replace, update, upgrade, change, suspend, delete, or discontinue the Services or any portion of the Services (including without limitation, the availability of any feature, database, or content) at any time and for any reason. IKONA shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Services. However, if we make any material changes to these Terms, we will notify registered users by e-mail, post a notice on our home page, and/or alert you to such changes by other similar means. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to and accept all such revisions.
You may contact IKONA at the following address: IKONA Inc., 135 Madison Avenue 5th Floor, New York, NY 10016, or at email@example.com.
Effective and last updated: July 29, 2021