Terms of Use Agreement

Updated January 12th 2023

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PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS” OR “AGREEMENT”) CAREFULLY.  THE TERMS ARE A LEGAL CONTRACT BETWEEN YOU (“USER”) AND MONARK LLC dba HEALTH TECH NERDS (“HEALTH TECH NERDS,” “WE,” “US” OR “OUR”).

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THIS WEBSITE AND ANY OTHER WEBSITES OF HEALTH TECH NERDS, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY HEALTH TECH NERDS.

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THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL USERS VISITING OR USING THE WEBSITE.  BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR USING OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HEALTH TECH NERDS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT HEALTH TECH NERDS’ THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 10.2 (SUBSCRIPTION AUTOMATIC RENEWAL) BELOW.

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PLEASE BE AWARE THAT SECTION 18 (DISPUTE RESOLUTION) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND HEALTH TECH NERDS. AMONG OTHER THINGS, SECTION 18 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND HEALTH TECH NERDS SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 18 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 18 CAREFULLY.

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UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR 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 YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

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Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.

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PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY HEALTH TECH NERDS IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Health Tech Nerds will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  Health Tech Nerds may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

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1. USE OF THE SERVICES AND HEALTH TECH NERDS PROPERTIES. 

  1. Generally. As part of the Services, Health Tech Nerds provides newsletter content on health tech related topics, a jobs board for jobs in the health tech industry and a private Slack community for you to discuss related topics.

  2. Health Tech Nerds Properties.  The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (each, a “Health Tech Nerds Property” and collectively, the “Health Tech Nerds Properties”) are protected by intellectual property laws throughout the world.  Subject to the Agreement, Health Tech Nerds grants you a limited license to reproduce portions of Health Tech Nerds Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Health Tech Nerds in a separate license, your right to use any and all Health Tech Nerds Properties is subject to the Agreement.

  3. Updates.  You understand that Health Tech Nerds Properties are evolving.  As a result, Health Tech Nerds may require you to accept updates to Health Tech Nerds Properties that you have installed on your computer or mobile device.  You acknowledge and agree that Health Tech Nerds may update Health Tech Nerds Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Health Tech Nerds Properties.

  4. Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Health Tech Nerds Properties or any portion of Health Tech Nerds Properties, (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Health Tech Nerds Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) you shall not access Health Tech Nerds Properties in order to build a similar or competitive website, application or service; (e) except as expressly stated herein, no part of Health Tech Nerds Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Health Tech Nerds Properties. Any future release, update or other addition to Health Tech Nerds Properties shall be subject to the Terms.  Health Tech Nerds, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of any Health Tech Nerds Property terminates the licenses granted by Health Tech Nerds pursuant to the Terms.

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2. REGISTRATION.

  1. Registering Your Account.  In order to access certain features of Health Tech Nerds Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a user who has registered an account on the Website (“Account”).

  1. A “Consumer Account” is a user Account for a consumer to use the Services for his or her own non-commercial personal use. In creating a Consumer Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts. A user who registers for a Consumer Account is a “Consumer User”.  

  2. An “Enterprise Account” is a user Account for an individual working for an employer seeking to use the Services for its internal business purposes (each, an “Employer”). In creating an Enterprise Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts associated with your employer. A user who registers for an Enterprise Account is an “Enterprise User”.

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3. Registration Data.  You represent that you are (a) of legal age to form a binding contract; and (b) not a person barred from using Health Tech Nerds Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account; provided that Employers are responsible for those activities occurring under Enterprise Accounts.  You may not share your Account or password with anyone, and you agree to (i) notify Health Tech Nerds immediately of any unauthorized use of your password or any other breach of security; and (ii) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Health Tech Nerds has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Health Tech Nerds has the right to suspend or terminate your Account and refuse any and all current or future use of Health Tech Nerds Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree not to create an Account or use Health Tech Nerds Properties if you have been previously removed by Health Tech Nerds, or if you have been previously banned from any of Health Tech Nerds Properties.

  1. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Health Tech Nerds Properties, including but not limited to, a mobile device that is suitable to connect with and use Health Tech Nerds Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Health Tech Nerds Properties.  

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4. RESPONSIBILITY FOR CONTENT.

  1. Types of Content.  You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Health Tech Nerds Properties (collectively, “Content”), including Health Tech Nerds Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Health Tech Nerds, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Health Tech Nerds Properties (“Your Content”), and that you and other Registered Users of Health Tech Nerds Properties, and not Health Tech Nerds, are similarly responsible for all Content that you and they Make Available through Health Tech Nerds Properties (“User Content”).  Please see Section 3.3 below for important information about third party Content available through the Health Tech Nerds Properties.

  2. No Obligation to Pre-Screen Content. You acknowledge that Health Tech Nerds has no obligation to pre-screen Content (including, but not limited to, User Content), although Health Tech Nerds reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Health Tech Nerds pre-screens, refuses or removes any Content, you acknowledge that Health Tech Nerds will do so for Health Tech Nerds’ benefit, not yours.  Without limiting the foregoing, Health Tech Nerds shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

  3. Third Party Content. The Services may include content or information obtained from third-party sources, including websites, social media platforms or news sources that are not owned, created by or under the control of the Health Tech Nerds (collectively, "Third Party Content").  Notwithstanding anything to the contrary in this Agreement, Health Tech Nerds is not responsible for any Third Party Content.  Customer should use all Third Party Content at its own risk, and should apply a suitable level of discretion in doing so.

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4. STORAGE. Unless expressly agreed to by Health Tech Nerds in writing elsewhere, Health Tech Nerds has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Health Tech Nerds Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that Health Tech Nerds retains the right to create reasonable limits on Health Tech Nerds’ use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Health Tech Nerds in its sole discretion.

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5. OWNERSHIP.

  1. Health Tech Nerds Properties.  Except with respect to Your Content and User Content, you agree that Health Tech Nerds and its suppliers (e.g., in the instance of Third Party Content) own all rights, title and interest in Health Tech Nerds Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Health Tech Nerds Properties.

  2. Trademarks. “Health Tech Nerds”, and other related graphics, logos, trademarks, service marks and trade names used on or in connection with Health Tech Nerds Properties are the trademarks of Health Tech Nerds and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Health Tech Nerds Properties are the property of their respective owners.

  3. Your Content.  Health Tech Nerds does not claim ownership of Your Content.  However, when you as a Registered User post or publish Your Content on or in Health Tech Nerds Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  

  4. License to Your Content.  Subject to any applicable account settings that you select, you grant Health Tech Nerds a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating the Services and providing Health Tech Nerds Properties to you and to our other Users.  Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Health Tech Nerds Properties.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Health Tech Nerds, are responsible for all of Your Content that you Make Available on or in Health Tech Nerds Properties.  You may not post or submit for print services a photograph of another person without that person’s permission.

  5. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Health Tech Nerds Properties, you hereby expressly permit Health Tech Nerds to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

  6. Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Health Tech Nerds through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Health Tech Nerds has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Health Tech Nerds a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Health Tech Nerds Properties and/or Health Tech Nerds’ business.

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6. USER CONDUCT. As a condition of use, you agree not to use Health Tech Nerds Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through Health Tech Nerds Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Health Tech Nerds’ prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Health Tech Nerds; (vi) interferes with or attempts to interfere with the proper functioning of Health Tech Nerds Properties or uses Health Tech Nerds Properties in any way not expressly permitted by this Agreement; or (vii) to attempt or engage in, any potentially harmful acts that are directed against Health Tech Nerds Properties, including but not limited to violating or attempting to violate any security features of Health Tech Nerds Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Health Tech Nerds Properties, introducing viruses, worms, or similar harmful code into Health Tech Nerds Properties, or interfering or attempting to interfere with use of Health Tech Nerds Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” Health Tech Nerds Properties.

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7. INVESTIGATIONS. Health Tech Nerds may, but is not obligated to, monitor or review Health Tech Nerds Properties and Content at any time.  Without limiting the foregoing, Health Tech Nerds shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.  Although Health Tech Nerds does not generally monitor user activity occurring in connection with Health Tech Nerds Properties or Content, if Health Tech Nerds becomes aware of any possible violations by you of any provision of the Agreement, Health Tech Nerds reserves the right to investigate such violations, and Health Tech Nerds may, at its sole discretion, immediately terminate your license to use Health Tech Nerds Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

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8. INTERACTIONS WITH OTHER USERS. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Health Tech Nerds reserves the right, but has no obligation, to intercede in such disputes.  You agree that Health Tech Nerds will not be responsible for any liability incurred as the result of such interactions.

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9. THIRD-PARTY SERVICES.

  1. Third-Party Websites, Applications and Ads.  As part of the Services, Health Tech Nerds Properties may contain links access to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), such as Slack channels, and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Health Tech Nerds Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Health Tech Nerds. Health Tech Nerds is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads.  Health Tech Nerds provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third Party Applications, or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at your own risk. When you leave our Website or Application, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

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10. PAYMENTS.

  1. General. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Health Tech Nerds with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities.  By providing Health Tech Nerds with your credit card number and associated payment information, you agree that Health Tech Nerds is authorized to immediately invoice your Account for all fees and charges due and payable to Health Tech Nerds hereunder and that no additional notice or consent is required.  You agree to immediately notify Health Tech Nerds of any change in your billing address or the credit card used for payment hereunder.  Health Tech Nerds reserves the right at any time to change its prices and billing methods, either immediately upon posting on Health Tech Nerds Properties or by e-mail delivery to you.

  2. Subscription Automatic Renewal. You will be responsible for payment of the applicable subscription fee for use of the applicable Services, which we may change from time to time (the “Subscription Fee”). Your subscription will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Health Tech Nerds that your subscription will be automatically renewed, you will have thirty (30) days from the date of Health Tech Nerds notice), by logging into your account at www.healthtechnerds.com and going to the “Manage Membership” page of your account “Profile” page.  If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please contact Company at [email protected] or log in and go to the “Manage Membership” page on your “Account Settings” page.  If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. By subscribing, you authorize Health Tech Nerds to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Health Tech Nerds does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Health Tech Nerds may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment,  your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

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11. INDEMNIFICATION.  You agree to indemnify and hold Health Tech Nerds, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Health Tech Nerds Party” and collectively, the “Health Tech Nerds Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Health Tech Nerds Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Health Tech Nerds reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Health Tech Nerds in asserting any available defenses. This provision does not require you to indemnify any of the Health Tech Nerds Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to Health Tech Nerds Properties.

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12. DISCLAIMER OF WARRANTIES AND CONDITIONS.

  1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF HEALTH TECH NERDS PROPERTIES IS AT YOUR SOLE RISK, AND HEALTH TECH NERDS PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  HEALTH TECH NERDS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.  

  1. THE HEALTH TECH NERDS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) HEALTH TECH NERDS PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF HEALTH TECH NERDS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF HEALTH TECH NERDS PROPERTIES WILL BE ACCURATE OR RELIABLE.

  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH HEALTH TECH NERDS PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS HEALTH TECH NERDS PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  HEALTH TECH NERDS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HEALTH TECH NERDS OR THROUGH HEALTH TECH NERDS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

  5. FROM TIME TO TIME, HEALTH TECH NERDS MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT HEALTH TECH NERDS’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

  1. No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT HEALTH TECH NERDS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD HEALTH TECH NERDS PARTIES LIABLE, FOR THE CONDUCT OR OMISSIONS OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES OR ANY OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

  2. No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF HEALTH TECH NERDS PROPERTIES. YOU UNDERSTAND THAT HEALTH TECH NERDS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF HEALTH TECH NERDS PROPERTIES.  HEALTH TECH NERDS MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  HEALTH TECH NERDS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH HEALTH TECH NERDS PROPERTIES.

  3. Third-Party Materials.  As a part of Health Tech Nerds Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Health Tech Nerds to monitor such materials and that you access these materials at your own risk.

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13. LIMITATION OF LIABILITY.

  1. Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HEALTH TECH NERDS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT HEALTH TECH NERDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF HEALTH TECH NERDS PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE HEALTH TECH NERDS PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE HEALTH TECH NERDS PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON HEALTH TECH NERDS PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO HEALTH TECH NERDS PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A HEALTH TECH NERDS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A HEALTH TECH NERDS PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A HEALTH TECH NERDS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  2. Cap on Liability.  TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, UNDER NO CIRCUMSTANCES WILL HEALTH TECH NERDS PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO HEALTH TECH NERDS BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100; AND (C) TO THE EXTENT THAT IT CANNOT BE CONTRACTUALLY CAPPED OR REDUCED, THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A HEALTH TECH NERDS PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A HEALTH TECH NERDS PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A HEALTH TECH NERDS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  3. User Content.  EXCEPT FOR HEALTH TECH NERDS’ OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE HEALTH TECH NERDS’PRIVACY POLICY, HEALTH TECH NERDS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

  4. Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEALTH TECH NERDS AND YOU.

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14. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.  It is Health Tech Nerds’ policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Health Tech Nerds by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Health Tech Nerds Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Health Tech Nerds Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Health Tech Nerds’ Copyright Agent for notice of claims of copyright infringement is as follows: Kevin O’Leary; Co-Founder, Monark LLC; 18202 Shavers Lake Dr, Wayzata, MN 55391; [email protected].

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15. MONITORING AND ENFORCEMENT.  Health Tech Nerds reserves the right to:(a)remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Health Tech Nerds Properties or the public, or could create liability for the Health Tech Nerds; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Health Tech Nerds Properties; and/or (e) terminate or suspend your access to all or part of the Health Tech Nerds Properties for any or no reason, including without limitation, any violation of this Agreement.If Health Tech Nerds becomes aware of any possible violations by you of the Agreement, Health Tech Nerds reserves the right to investigate such violations.  If, as a result of the investigation, Health Tech Nerds believes that criminal activity has occurred, Health Tech Nerds reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Health Tech Nerds is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Health Tech Nerds Properties, including Your Content, in Health Tech Nerds’ possession in connection with your use of Health Tech Nerds Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Health Tech Nerds, its Registered Users or the public, and all enforcement or other government officials, as Health Tech Nerds in its sole discretion believes to be necessary or appropriate.

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16. TERMINATION.  

  1. Termination.  These Terms shall remain in full force and effect until your Account is terminated as provided herein. You may delete your Account at any time, for any reason by emailing [email protected]. Health Tech Nerds may terminate your Account if (a) you are in breach of the Terms; (b) if Health Tech Nerds decides in its sole discretion to stop providing the applicable Services; or (c) for any or no reason, without giving you notice. You understand that any termination of these Terms and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Health Tech Nerds will not have any liability whatsoever to you for any termination of your Account or related deletion of you information.

  2. Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof).  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Health Tech Nerds will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  3. No Subsequent Registration.  If your registration(s) with, or ability to access, Health Tech Nerds Properties or any other Health Tech Nerds community, is discontinued by Health Tech Nerds due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Health Tech Nerds Properties or any Health Tech Nerds community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Health Tech Nerds Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Health Tech Nerds reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

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17. INTERNATIONAL USERS.  Health Tech Nerds Properties can be accessed from countries around the world and may contain references to Services and Data that are not available in your country.  These references do not imply that Health Tech Nerds intends to announce such Services or Content in your country.  Health Tech Nerds Properties are controlled and offered by Health Tech Nerds from its facilities in the United States of America. Health Tech Nerds makes no representations that Health Tech Nerds Properties are appropriate or available for use in other locations.  Those who access or use Health Tech Nerds Properties from other countries do so at their own volition and are responsible for compliance with local law.

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18. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires you and Health Tech Nerds arbitrate disputes against one another.

  1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Health Tech Nerds agree that any dispute, claim, or disagreements arising out of or relating in any way to your access to or use of the Services, any Communications you receive, any products sold or distributed through the Services or the Agreement and prior versions of the Agreement, including claims and disputes and arose between us before the effective data of this Agreement (each, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that (1) you and Health Tech Nerds may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Health Tech Nerds 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).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this Agreement or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement. 

  2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Health Tech Nerds. If that occurs, Health Tech Nerds is committed to working with you to reach a reasonable resolution. You and Health Tech Nerds agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Health Tech Nerds therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Health Tech Nerds that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices 18202 Shavers Lake Dr, Wayzata, MN 55391 The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

  3. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

  4. Waiver of Jury Trial.  YOU AND HEALTH TECH NERDS 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 Health Tech Nerds are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

  5. Waiver of Class or Other Non-Individualized Relief.  YOU AND HEALTH TECH NERDS AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 18.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 18.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Health Tech Nerds agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Health Tech Nerds from participating in a class-wide settlement of claims.

  6. Rules and Forum.  The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Health Tech Nerds agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdfA party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

  7. Unless you and Health Tech Nerds otherwise agree, or the Batch Arbitration process discussed in subsection 18.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.  

  8. You and Health Tech Nerds agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

  9. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 18.9 is triggered, the AAA will appoint the arbitrator for each batch.

  10. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

  11. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Health Tech Nerds need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

  12. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Health Tech Nerds agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Health Tech Nerds by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Health Tech Nerds.

  13. You and Health Tech Nerds agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

  14. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

  15. 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: [email protected] within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address you used to set up your Health Tech Nerds 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.

  16. Invalidity; Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, 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. You further agree that any Dispute that you have with Health Tech Nerds as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

  17. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Health Tech Nerds makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Health Tech Nerds at [email protected], your continued use of the Services, including the acceptance of services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any Communications you receive, the Services, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Health Tech Nerds will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

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19. GENERAL PROVISIONS.

  1. Electronic Communications.  The communications between you and Health Tech Nerds may take place via electronic means, whether you visit Health Tech Nerds Properties or send Health Tech Nerds e-mails, or whether Health Tech Nerds posts notices on Health Tech Nerds Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Health Tech Nerds in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Health Tech Nerds provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

  2. Release.  You hereby release Health Tech Nerds Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Health Tech Nerds Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Health Tech Nerds Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Health Tech Nerds Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.

  3. Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Health Tech Nerds’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

  4. Force Majeure.  Health Tech Nerds shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

  5. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Health Tech Nerds Properties, please contact us at: [email protected].  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

  6. Exclusive Venue.  To the extent the parties are permitted under the Terms to initiate litigation in a court, both you and Health Tech Nerds agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in New York.

  7. Governing Law THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS.

  8. Notice.  Where Health Tech Nerds requires that you provide an e-mail address, you are responsible for providing Health Tech Nerds with your most current e-mail address.  In the event that the last e-mail address you provided to Health Tech Nerds is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Health Tech Nerds’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Health Tech Nerds at the following address: 18202 Shavers Lake Dr, Wayzata, MN 55391.  Such notice shall be deemed given when received by Health Tech Nerds by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

  9. Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

  10. Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

  11. Export Control.  You may not use, export, import, or transfer Health Tech Nerds Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Health Tech Nerds Properties, and any other applicable laws.  In particular, but without limitation, Health Tech Nerds Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Health Tech Nerds Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Health Tech Nerds Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Health Tech Nerds are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Health Tech Nerds products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

  12. Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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