/ LAST MODIFIED

August 29th, 2019 (no archived versions)

I.            Welcome to CoverUS!

Thanks for using our products and services (“Services”); our goal is to support your health, by helping you to access and make use of your health and other information to earn and save money, while respecting your rights and protecting your privacy.  

The Services are provided by CoverUS, Inc. (“CoverUS”), located at 19 Morris Avenue, Brooklyn, NY 11205, United States.  By using our Services, you are agreeing to these terms. Please read them carefully.

These Terms and Conditions (these “Terms”) govern and apply to your use of the website located at https://CoverUS.Health, as well as other websites created and maintained by CoverUS, Inc. for marketing purposes (the "Websites"), and the CoverUS mobile app (the “App”) (the Website and App are collectively, the “Services”).

The App is a health engagement service that allows U.S.-based persons that have created an account (“Members”) to upload or connect, store or reference, and optionally share certain demographic, health and medical, and consumer information ("Member Data"), primarily for the purpose of being matched with opportunities to earn rewards through participating in research such as by answering surveys, and to save money, such as by receiving and using a discount code on a product purchased online (collectively “Offers”).   

While Member Data is thus used to deliver value to Members, we are committed to protecting our Members’ privacy, and will not sell or rent any personally identifiable individual Member Data to any third party at any time.  Our Privacy Policy, which describes how we manage and protect information, is incorporated into these Terms.

II.           Using our Services

●     The Services present you with information and/or offers to participate in a variety of activities.  CoverUS uses the data collected from these activities to assist us and our customers and partners in providing you and others better services and products. We do not provide any data that identifies you personally with other members, customers, or strategic partners, although you may choose to do so, such as by filling out a survey or purchasing a product through a third-party website that you access through the Services.  Further details are available in our Privacy Policy.  

●     You may not misuse or interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. You may notprovide material that infringes on any other intellectual property, privacy, personality or publicity right of another.  We may suspend or stop providing our Services to you if you do not comply with our Terms or policies or if we are investigating suspected misconduct.

●      You may receive compensation for activities in which you participate

●      The Services are for personal, non-commercial use. 

●      We may change, modify, or eliminate, and/or restrict or block access to, all or any part of the Services, without notice, at any time, for any reason or no reason.  

●      Use of the Services may cause you to incur data charges from your Internet or mobile service provider.

●     In order to register as a Member, you must provide certain personal information. Members are required to truthfully provide all information, and to keep information accurate and up-to-date at all times. 

●     We will allow a Member to create his/her own password. Members are solely responsible for the security of their passwords and will be solely liable and responsible for any use, whether authorized or unauthorized, of their membership accounts.  You must notify us immediately of any unauthorized use of your CoverUS account. We will deem any activity occurring through your CoverUS account to be your actions, and you agree that we may rely upon such actions.

●     Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you first obtain our permission or are otherwise permitted by law. These Terms do not grant you the right: (i) to use any branding or logos used in our Services or (ii) to remove, obscure, or alter any legal notices displayed in or along with our Services.

●     In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

●     Some of our Services are available on mobile devices. You may not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.

●     When you use the Services, we grant you a personal, non-exclusive, revocable, limited license to use our Services. You acknowledge that we maintain all right, title, and interest in the Services, our Website and our App. This license may be terminated if you violate any provisions listed in these Terms or our Privacy Policy.  Additionally, this license may be terminated if you are engaged in any activities that we determine, in our sole discretion, may damage the rights of CoverUS, or if your activities are in violation of any applicable laws.

●     You are not licensed to access any portion of the Services that is not public, and you may not attempt to override any security measures in place on the Services. 

●      You may stop using or delete your account at any time.

●      You agree that you will not modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services, interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing, transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity, attempt to probe, scan or test the vulnerability of a system or network of the Services or to breach security or authentication measures, take any action that may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, harvest or collect the email address or other contact information of Members of the Services, scrape or collect content from the Services, or create or use Member accounts via automated or large group means.

III.        Who can use the Services? 

●      CoverUS membership is generally open to individuals who satisfy the requirements for membership, including being over the age of 18, and being a citizen or lawful permanent resident of the United States. 

●     You may only access and use the Services while you are located in the United States and its’ insular territories.

●     Any one person may only have one CoverUS membership

●     You may not impersonate any other person or business.

●     We may impose certain additional eligibility rules from time to time, such as that a person must have been diagnosed with a specific health condition, in order to become a Member.  We reserve the right to amend or eliminate these eligibility requirements at any time. From August 29ththrough November 16th, 2019, only persons that have or have had one or more of the following a bona fide or medically diagnosed gastrointestinal health conditions are eligible to be Members: Irritable Bowel Syndrome (IBS), Irritable Bowel Disease (IBD), Crohn’s Disease, Celiac Disease, or Colitis.  

●      We may refuse to provide the Services to anyone, at any time and for any reason or no reason. 

●     The Services are not directed to individuals under the age of 13, nor do they contain information which would be potentially harmful to minors. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act.  In the event that a parent discovers its child has provided CoverUS with personally identifiable information, the parent has the right to notify us and request that we delete such information.  Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors.

●      While the Services are intended solely for residents of the United States, If you access the Services outside the United States we make no claim that information on the Website is appropriate or permissible in your country, and you agree that we may, subject to the protections and limitations described in our Privacy Policy, collect, use, store, or disclose that information in the United States or in another country outside your jurisdiction. You understand that information protection laws outside your country of residence may vary. By providing your information, you consent to the international transfer of your information for the purposes explained in these Terms, the Privacy Policy, or elsewhere in the Services.

IV     Copyright

CoverUS respects intellectual property rights, and we expect our Members to do the same.Accordingly, CoverUs has adopted the following Copyright Compliance Policy.  If you believe your copyright has been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately.  To be effective, the notification must include:

a.         A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;

b.         Identification of the copyrighted work claimed to have been infringed;

c.          Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;

d.         Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrighted work that is to be removed and information reasonably sufficient to permit us to locate such materials;

e.         A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and

f.          A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrighted work that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.  

            Designated Agent for Claimed Infringement: 

By postal mail:

Chief Executive Officer

NewLab – CoverUS Inc.

19 Morris Avenue 

Brooklyn Navy Yard Building 128

Brooklyn, NY 11205

 

By Email: 

legal@coverus.health

●     On notice, we will act expeditiously to review and if necessary to remove any such infringing content on the Websitethat infringes the copyrights of others and will disable the access to the Websiteand its Services of any Member who uses the Website to repeatedly infringe the copyrights of others.  Any such removal will be without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.  We take protection of copyrights, both our own and others, very seriously.

V.          Content Submissions

●     Our Services display some content that is not CoverUS’s. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

●      You are solely liable and responsible for all content, materials, and information you use, upload, post or submit in connection with the Services (“Content Submissions”).  Note that Member Data as defined in our Privacy Policy, including any health data you download into the App from your electronic health record, is not considered to be a Content Submission.  

●      You are solely responsible for all third party approvals, consents, and/or authorizations required for your Content Submissions. 

●      If you submit Content Submissions, the Content Submissions may become publicly available and may be shared with third parties including, without limitation, CoverUS's clients, clients of CoverUS’s clients, and third party service providers. 

●      You may not receive compensation for any Content Submissions.

●       By using, uploading, posting, or submitting Content Submissions in connection with the Services, you hereby grant to CoverUS a perpetual, irrevocable, unlimited, transferrable, sub-licensable, world-wide, royalty free, right and license to edit, copy, transmit, publish, display, create derivative works of, reproduce, modify, distribute, and otherwise use, modify, or distribute your Content Submissions in any manner, without compensation or notice.  

●      CoverUS reserves the right to delete, move, or edit Content Submissions, that is, in CoverUS’ sole discretion, deemed to: (i) violate these Terms, (ii) violate copyright or trademark laws, or (iii) be abusive, defamatory, obscene, or otherwise unacceptable.

●     All statements made and opinions expressed on the Website in Content Submissions are solely the responsibility of the person or entity providing the content.  We do not endorse any statements made or opinions expressed in Content Submissions provided by third parties.

VI.       Rewards

●     If you have registered for an account and are a Member of CoverUS, you automatically have access to the CoverCash Rewards Program ("Rewards Program"); we reserve the right to perform an separate additional process of reviewing your account for compliance with these Terms, prior to allowing you to redeem rewards.

●     In connection with your use of the Services, the Rewards Program allows you to receive points called CoverCash when you perform a qualifying action using the Services by accepting and completing certain Offers.  Each Offer will clearly display the number of points, if any, that can be earned by completing that Offer.  You can use these points to obtain rewards and to access additional features of the Services. The Rewards Program is open to all legal residents of the United States who: (i) are 18 years of age or older at the beginning of the Program Period (defined below), (ii) have access to a device with Internet access on which the CoverUS App is fully functional (currently only Apple iPhone 5SE or later iOS devices), and (iii) completely follow these rules.  Members participating in the Rewards Program agree to be bound by these rules and CoverUS’s interpretation thereof.  All interpretations of the rules shall be made at the sole discretion of CoverUS, which will be final and binding.  

●     The Rewards Program is defined in these Terms is designed to run for a finite period of time, and, once completed, Members will no longer be able to earn points or redeem points for rewards.  UNLESS EXTENDED BY WRITTEN NOTICE DELIVERED TO MEMBERS THROUGH THE SERVICES, THE CURRENT REWARDS PROGRAM WILL RUN FROM 12:01 AM EASTERN TIME ON AUGUST 29TH2019 TO 11:59 PM EASTERN TIME ON NOVEMBER 16TH2019 (“Program Period”).  UNLESS THE PROGRAM PERIOD IS EXTENDED, ALL COVERCASH POINTS NOT REDEEMED BY A MEMBER BY 11:59 PM EASTERN TIME ON NOVEMBER 16TH, 2019 WILL BE FORFEITED. IMPORTANT NOTICE TO MEMBERS:  EACH MEMBER PARTICIPATING IN THE REWARDS PROGRAM IS RESPONSIBLE FOR DETERMINING THE CORRESPONDING TIME ZONE IN HIS/HER RESPECTIVE JURISDICTION.

●     Other than the third party processing fees that may be applicable to redeeming certain rewards or as otherwise disclosed to you, as of the date above, there are no fees to enroll or participate in the Rewards Program, though we reserve the right to charge fees in the future for use of the Rewards Program.

●     You can earn points by completing certain Offers that allow you to qualify for points, as we indicate from time to time.  These Offers may include completing filling out a survey, completing your user profile, referring new users to the Services, making a qualifying purchase, or completing other actions that we may make available from time to time.  

●     We reserve the right to determine, in our sole discretion, whether a particular Offer has been successfully completed in a manner qualifying for points. 

●     We also reserve the right to offer different users of the Services different quantities of points for completing the same qualifying Offer.

●     Points that are validly earned will generally post to your CoverUS account within several minutes of completing a qualifying Offer, but in some cases it may take longer.  

●     You can view the CoverCash points balance in your account by signing in to your CoverUS account in the App.

●     Points earned or accumulated are and will at all times remain our property.  Points have no cash or other monetary value, except to obtain rewards and/or earn additional functionality of the Services.  

●     You may not sell or purchase points in your CoverUS account, and unless otherwise noted, points are non-transferrable. 

●     Points are redeemed on a “first-in, first-out” basis, such that the first points earned will be the first points redeemed over the life of your CoverUS account.  When you place a redemption order, your CoverUS account will be reduced by the number of points used to acquire the reward.  A minimum of 100 points are required for redemption. If your reward order is cancelled due to an issue with redeeming the reward (such as the reward becoming unavailable), we will reinstate your points and notify you of the cancelled order.  

●     You may not redeem points for rewards if your account has been suspended or terminated for any reason.

●     Unredeemed Points will automatically be forfeited in CoverUS accounts that are cancelled by you, or accounts that are terminated by CoverUS for any reason.  

●     All unredeemed points will expire if no qualifying action has been made from your CoverUS account for twelve (12) consecutive months.

●     We may also remove points from your account to correct errors.  You may not be provided with notice of expiration, forfeiture or removal of points.  

●     Unless the Rewards Program is extended, all points must be redeemed before this Rewards Program ends on November 16th, 2019.  

●     You are not entitled to compensation from us or from any other entity, when the points in your CoverUS account expire, if they are removed from your account, if your account is terminated, or if they are forfeited for any reason including upon the end date of this Rewards Program.   

●     We may establish membership tiers.  We may, for example, establish membership tiers based on the total annual point balance in your CoverUS account during a calendar year.  Different membership tiers may, for example, give Members the opportunity to earn additional points, obtain exclusive content and obtain exclusive features.  We need the flexibility to change our Rewards Program to provide the best experience for our Members. Accordingly, if we establish membership tiers, we reserve the right to change the membership tiers, the number of points required to obtain membership tiers, or terminate the membership tiers at any time, in our sole discretion.  In addition, we may determine the benefits to which a particular membership tier may be entitled, and may change those benefits, in our sole discretion.  If we make any such change, we will attempt to notify you through the email provided with your membership.

●     We use the Tremendous.com service to allow you to redeem your rewards points for gift cards, through PayPal, through your bank account, or other methods. Tremendous’ Privacy Policypertains to you whenever you execute any of these redemption options.  A valid and verified Paypal account is required for redemption of points via Paypal; for redemptions made through ACH transfers, a bank account holder's name, account type, routing number, and account number will be required.  You expressly authorize CoverUS’ service provider, Tremendous, to originate credit transfers to your financial institution account. 

●     We may alter the forms of redemption (e.g.: PayPal, gift cards, etc.) available for rewards points at any time   , and we do not guarantee the availability of any particular reward.

●     We reserve the right to offer rewards through or transfer rewards to other promotional incentive programs offered by CoverUS and its affiliates or partners.

●     CoverUS reserves the right to verify the identity of a PayPal or bank account holder and withhold payment in its sole discretion, if we believe that the identity of the Paypal or bank account holder differs from that of the CoverUS Member, if we believe the user has violated these Terms; or if we believe that the user has violated federal, state, or local law. CoverUS is not liable for the functionality of Paypal, Tremendous, or other third parties that provide services through which a Member may redeem points.

●     A particular reward may be subject to specific terms and conditions that will be disclosed in advance, such as the expiration date of the reward, a purchase or other requirements to use or deliver the reward, any return policy requirements and any warranties for the reward, or any other limitations or restrictions on obtaining, retaining or using the reward.  Neither we nor the merchant providing the reward will be liable if a reward expires prior to redemption for the reward or its use.  You and the merchant providing the reward are responsible for compliance with all laws related to redeeming and receiving the reward, including the payment and collection of any applicable federal, state, or local taxes. 

●     We may deliver rewards to you electronically (i.e., through the email address associated with your account) or by mail.  The delivery time may vary.  Rewards will not be shipped to any address outside of the United States.  

●     Any redemption of a reward is final.  All non-merchandise rewards (such as cash payments, gift cards, discounts, coupons and certificates) cannot be returned.   Merchandise rewards may not be exchanged or refunded once a merchant has delivered the reward, unless it is defective or has been damaged in transit.  Merchants, and not CoverUS, are ultimately responsible for replacing any defective or damaged rewards.  Refunds, exchanges and other issues relating to the reward are governed by the merchant’s terms and conditions applicable to the purchase.  Redeemed rewards are not refundable, exchangeable, or transferable for cash, credit, other rewards or points.  Neither we nor our participating merchants are responsible for replacing lost, stolen, or mutilated rewards, including retail or travel certificates, gift certificates, coupons, gift cards, or merchandise.  

●     You acknowledge that you are accessing, using, and/or participating in the Services in the capacity of an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

●      You agree that you are responsible for all taxes and fees associated with your use of the Services, that CoverUS will not withhold or pay any amounts for federal, state or municipal income tax, social security, unemployment, worker’s compensation or any similar tax or charge, and that you shall be solely responsible for the reporting and payment of all federal, state and local income taxes, social security taxes, all federal and state self-employment taxes, and other governmental obligations resulting from the receipt of compensation from CoverUS under these Terms. 

●      You hereby indemnify and save harmless CoverUS from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to compensation received by you from CoverUS.

●     If you earn more than a certain amount of compensation from your use of the Services, we may be required by law to mail you a form to obtain your social security number for tax reporting purposes. You agree that you will complete and return all forms we send to you requesting information.

●     Occasionally we may review the validity of your account, your qualifying actions, and your compliance with these Rewards Program Terms.  In addition we may, but are not required to, review your point balance to confirm if any errors have been made in the calculation of your point balance.  Based on any such review or if we otherwise deem necessary (for example, if we believe there have been Offers accepted but not completed), we may authorize an adjustment to the points balance in your account and/or membership tier.  These adjustments can be positive or negative.  You are responsible for periodically verifying the accuracy of your points balance. 

●     If you contact us regarding an error or mistake with respect to your account, we will use reasonable efforts to investigate and correct the error or mistake.  In any event, you must notify us within thirty (30) days of the posting date or the date of the alleged error or mistake in order for us to undertake an investigation of the matter. All questions or disputes regarding the Rewards Program, including eligibility, earning points, membership tiers, or redemption of points for rewards, will be resolved by us in our sole discretion. 

●     We may modify, restrict or change the terms of this Rewards Program at any time, which changes may include, but are not limited to, changing the terms of eligibility and enrollment, the number of points earned for a particular Offer, membership tiers, the type and selection of rewards, or the conditions under which points expire or are forfeited.  We will endeavor to notify you of material changes to the Rewards Program and, unless you choose to terminate your CoverUS account, you will be bound by the revised Rewards Program terms.  Notification of material changes may be done through the email address you have provided to us, SMS or mobile notification to your registered mobile device (which notification message may direct you to a website for the changed Rewards Program terms), updates to the App pushed to your mobile device, posting such changes on the Website, or by any other appropriate method, as we may determine.  We also reserve the right to suspend or terminate the Rewards Program at any time, in our sole discretion, without liability or compensation to you.

●     We reserve the right, in our sole discretion, to suspend or terminate your account, to remove or refuse to award points, or cancel rewards associated with your account, for any reason at any time including if we have a reasonable belief that: (1) points or rewards were improperly earned or obtained fraudulently; (2) you have violated these Terms, including, without limitation, opening or maintaining multiple accounts, failing to provide truthful accurate and up-to-date personal information including but not limited to information about your health condition, or otherwise engaging in fraudulent activity to earn or redeem points; or (3) you have otherwise abused or tampered with this Rewards Program.  In addition, we reserve the right to suspend or terminate your account if you have not completed any actions qualifying for points for twelve (12) consecutive months.  When an account is cancelled or terminated for any reason, any and all point balances, redeemed rewards, or other benefits associated with the account, will be forfeited or cancelled effective as of the date of such termination. 

VII.      Third-Party Websites

●     Through your use of the Services, you may be able to voluntarily link or connect to websites or mobile apps maintained and/or operated by third parties (“Third Party Services”), such as participating in surveys conducted on third party websites, orchoosing to share your Member Data with third-party mobile apps, by, for example, automatic form-filling.

●     CoverUS does not control Third Party Services, is not responsible for the content, availability, advertising, products, information or additional links, use of user information, security or privacy policies and practices, or materials of any such Third Party Services.  

●     CoverUS does not endorse any Third Party Service nor any products (including but not limited to physical products), services, and/or opportunities advertised, available, offered and/or sold by, on, through or in connection with any Third Party Service (“Third Party Information”). 

●     CoverUS does not make any representations or warranties regarding the Third Party Services and/or the Third Party Information, even if the Services contains links to such Third Party Services or Third Party Information. 

●     CoverUS expressly disclaims all liability arising out of, or in connection with your use of Third Party Services and Third Party Information. Please carefully review all policies and terms applicable to the Third Party Services and the Third Party Information.  

VIII.    Disclaimers and Indemnification

●     YOU AGREE AND ACKNOWLEDGE THAT WE PROVIDE THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM (1) ANY WARRANTY REGARDING THE USEFULNESS, SECURITY, SAFETY, RELIABILITY, AVAILABILITY, ACCESSIBILITY, QUALITY, SUITABILITY, TRUTHFULNESS, ACCURACY OR COMPLETENESS OF THE SERVICES AND THEIR CONTENT AND (2) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND RELATING TO THE SERVICES.  NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.  YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK.

●     Nothing in the Services should be construed as medical, legal, financial, investment or any other form of professional advice; YOU AGREE THAT WE HAVE NO RESPONSIBILITY TO PROVIDE MEDICAL ADVICE OR TAKE ANY MEDICALLY RELATED ACTION IN RESPONSE TO ANY INFORMATION YOU PROVIDE ON THE SITE.

●      We have no control over, and do not recommend or endorse, any specific studies, treatments, tests, procedures, physicians, opinions, products, or other information that may appear in the Services or on links reached through the Services.

●      We are not liable for cancelled or unavailable Offers that you may have been made aware of through CoverUS, your inability to participate in an Offer, or any consequences resulting from your participating or not participating in Offers you may have been made aware of through the Services. 

●      We have no control over and cannot guarantee any results from your participation in focus groups, medical data analysis or any other use of the information you submit through the Services, whether accessed by CoverUS, a customer or any other third party.

●     We cannot guarantee this system will be running perfectly 100% of the time. We reserve the right to correct any errors and to change/update information at any time without prior notice.

●     The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

●     You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Content Submissions you submit, post to or transmit through the Services (b) your use of the Services, (c) your violation of these Terms, and (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Services.

IX.       Governing Law, Arbitration, and Jurisdiction

●      These Terms and your use of the Services shall be governed by, construed and enforced in accordance with the substantive laws of the State of New York applicable to contracts made, executed and wholly performed in that State.

●     You agree that any claim or dispute arising out of or relating in any way to the Services will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms. The laws of the State of New York shall be used in any arbitration proceeding.

●      To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: CoverUS, Inc., 19 Morris Ave, Brooklyn, NY, 11205.

●     Arbitration under these Terms will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rulesthen in effect, and shall be located in New York, NY. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.  The number of arbitrators shall be one. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The substantially prevailing party shall have its fees paid for by the substantially non-prevailing party.

●     You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and us agree that parties have each waived any right to a jury trial.

●     Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

●      To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Services, or to us, may only be brought by you in a state or federal court located in New York, NY. YOU HEREBY WAIVE ANY OBJECTION TO THIS JURISDICTION AND VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

X.          General

●     Severability: If any provision of these Terms is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

●     Revisions: In the event that we update these Terms and you are made aware of the update, your continued use of the Services after the update, or other agreement to the updated terms, shall constitute an agreement to the updated terms.

●     Assignment: We may assign these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms without our prior written consent, and any unauthorized assignment by you shall be null and void.

●     No Waiver: Our failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

●     Notices: All notices given by you or required under these Terms shall be in writing and addressed to: legal@coverus.health

●      Entire Agreement. These Terms, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Services, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.