Terms of Service

Last Updated: June 9, 2023

Terms of Service

Last Updated: June 9, 2023

Welcome, and thank you for your interest in Replica Health Co. (“Replica,” “we,” or “us”) and our website at replica.health, along with our related networks, mobile applications, and other services (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Replica regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING REPLICA’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND REPLICA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY REPLICA AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND REPLICA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 14.)

Replica Service Overview.

1.1 The Service is a wellness user-driven e-diary app that allows users with Type 1 diabetes to enter user-input meals and to track their food intake and other data collected and shared by your smartphone’s built-in health app (such as Apple Health on the iPhone) (“Health App”), and other third party applications. The Service is currently in a limited release, beta version, and may change before full commercial release.

1. 2 WITHOUT LIMITING ANY OTHER TERMS IN THESE TERMS:

YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH AND THE MANAGEMENT OF YOUR HEALTH CONDITION. NEITHER REPLICA NOR ITS SERVICE PROVIDES ANY MEDICAL ADVICE, MEDICAL RECOMMENDATIONS, DIAGNOSIS, TREATMENT, OR PROFESSIONAL OPINIONS, AND YOUR USE OF THE SERVICE DOES NOT ESTABLISH A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND REPLICA. THE PURPOSE OF THE SERVICE IS SOLELY TO HELP USERS TO RECORD WHAT THEY EAT AND TO TRACK THEIR FOOD INTAKE ALONG WITH OTHER DATA INDEPENDENTLY COLLECTED AND SHARED VIA YOUR HEALTH APP. INFORMATION MADE AVAILABLE THROUGH THE SERVICE, OR BY OUR PARTNERS AND AFFILIATES, IS INTENDED SOLELY FOR INFORMATIONAL AND RECREATIONAL PURPOSES, AND IS NOT INTENDED TO REPLACE YOUR CONSULTATION WITH OR EVALUATION BY A HEALTHCARE PROFESSIONAL. ALWAYS CONSULT WITH YOUR DOCTOR BEFORE STARTING A DIET OR FITNESS PROGRAM. FOOD-RELATED INFORMATION, INCLUDING CALORIES AND CARBOHYDRATES, PROVIDED BY OUR SERVICE IS BASED ON THIRD-PARTY DATABASES AND USER-INPUT DATA AND HAVE NOT BEEN VERIFIED, INVESTIGATED OR REVIEWED BY REPLICA. WE CANNOT GUARANTEE THAT THE INFORMATION PROVIDED IN OUR DATABASE OR VIA THE SERVICE IS ACCURATE, RELIABLE, UP-TO-DATE, OR COMPLETE. REPLICA IS NOT RESPONSIBLE FOR ANY PERSONAL INJURY OR ANY OTHER DAMAGES THAT MAY HAVE BEEN THE RESULT, DIRECT OR INDIRECT, OF ANY USE OR MISUSE OF THE SERVICE.

a. THE SERVICE DOES NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL. IF YOU HAVE ANY QUESTIONS REGARDING YOUR HEALTH OR A MEDICAL CONDITION, YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL. IN CASE OF A HEALTH EMERGENCY, SEEK IMMEDIATE ASSISTANCE FROM A HEALTHCARE PROFESSIONAL. YOU SHOULD NEVER DELAY OBTAINING MEDICAL ADVICE OR DISREGARD ANY MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE OR HAVE NOT READ VIA OUR SERVICE.

Eligibility. You must be at least 18-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18-years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
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Accounts and Registration. To access certain features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to create your own password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at admin@replica.health.
Licenses

4. 1 Limited License. Subject to your complete and ongoing compliance with these Terms, Replica grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service on a mobile device that you own or control; and (b) access and use the Service, in the case of clauses (a) and (b) solely to evaluate whether you would ultimately like to use a full commercial launch version of the Service.

4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service, or seek to reverse engineer or uncover any know-how, trade secrets or technology underlying or embodied by the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

4.3 Feedback. If you choose to provide (whether through the Service or separately) information, ideas, input, suggestions, or other Feedback about the Service, Replica, or any of Replica’s current or future products, services, or technology (including any information or suggestions regarding problems with or proposed modifications or improvements to the Service) (collectively, “Feedback”), then you hereby grant Replica a perpetual, irrevocable, non-exclusive, fully-paid, worldwide, and royalty-free right, with the right to grant and authorize sublicenses, to use, modify, disclose, and otherwise exploit the Feedback in any manner and for any purpose without restriction or limitation, including to provide and improve the Service and to create, improve, and provide other technologies, products and services.

5. Ownership; Proprietary Rights. The Service is owned and operated by Replica. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Replica are protected by intellectual property and other laws. All Materials included in the Service are the property of Replica or its third-party licensors. Except as expressly authorized by Replica, you may not make use of the Materials. Replica reserves all rights to the Materials not granted expressly in these Terms.

6. Third-Party Terms

6.1 Third-Party Services. The Service may link to or integrate with third-party applications, products, or services (“Third-Party Services”). Such Third-Party Services are not under Replica’s control, and, to the fullest extent permitted by law, Replica is not responsible for the use, functionality, or other issues pertaining to any Third-Party Service. By using the Service, you consent to the Service obtaining, processing, using and otherwise exploiting any data or information obtained from any Third-Party Service.

6.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

6.3 We may use UXCam, which is an analytics solution. UXCam may record: Screens visited, Interaction patterns (such as screen actions, gestures: taps, scrolls), and Device details (Type, Version, Model, Operating System). We are using the information collected by UXCam to improve our app. UXCam does not collect personally identifiable information and does not track your browsing habits across apps. For more information see Privacy Policy for Information Collected by the UXCam Service.

7. Intellectual Property Rights Protection

7.1 Respect of Third-Party Rights. Replica respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

7.2 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

a. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the right being infringed;

b. a description of the intellectual property that you claim has been infringed;

c. a description of the material that you claim is infringing and where it is located on the Service;

d. your address, telephone number, and email address;

e. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

7.3 Repeat Infringers. We will promptly terminate the accounts of users that are determined by us to be repeat infringers.

8. Prohibited Conduct. WITHOUT LIMITING ANY OTHER TERMS IN THESE TERMS, BY USING THE SERVICE, YOU AGREE NOT TO:

a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c. interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit use or copying of any content;

d. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

e. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

f. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

g. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.

9. Modification of Terms. We reserve the right to change these Terms on a going-forward basis at any time on at least 7 days’ advance notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

10. Term, Termination, and Modification of the Service

10.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 10.2.

10.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate immediately upon such first violation. In addition, Replica may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at admin@replica.health.

10.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) the following Sections, and any defined terms needed to interpret those Sections, will survive: 4.3, 5, 7, 8, 10.3, 11, 12, 13, 14, 15 and 16.

10.4 Modification of the Service. Replica reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Replica will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

11. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Replica, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Replica Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

12. Disclaimers; No Warranties. THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

12.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. REPLICA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. REPLICA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND REPLICA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

12.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR REPLICA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE REPLICA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY OF YOUR PROPERTIES (INCLUDING YOUR COMPUTER SYSTEMS, NETWORKS, OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

13. Limitation of Liability. THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

13.1 IN NO EVENT WILL THE REPLICA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY REPLICA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

13.2 EXCEPT AS PROVIDED IN SECTION 14.6, THE AGGREGATE LIABILITY OF THE REPLICA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $50 (US Dollars).

13.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Dispute Resolution and Arbitration

14.1 Generally. In the interest of resolving disputes between you and Replica in the most expedient and cost effective manner, and except as described in Section 14.2 and 14.3, you and Replica agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND REPLICA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

14.2 Exceptions. Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

14.3 Arbitration Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 14 within 30 days after the date that you agree to these Terms by sending a letter to Replica Health Co., Attention: Legal Department – Arbitration Opt-Out, P.O. Box 1102, Wilmington, VT 05363, that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Arbitration Opt-Out Notice”). Once Replica receives your Arbitration Opt-Out Notice, this Section 14 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Arbitration Opt-Out Notice.

14.4 Arbitrator. Any arbitration between you and Replica will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Replica. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

14.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Replica’s address for Notice of Arbitration is: Replica Health Co., Attention: Legal Department – Arbitration Opt-Out, P.O. Box 1102, Wilmington, VT 05363. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Replica may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Replica must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Replica in settlement of the dispute prior to the award, Replica will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.

14.6 Fees. If you commence arbitration in accordance with these Terms, Replica will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Replica for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

14.7 No Class Actions. YOU AND REPLICA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Replica agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

14.8 Modifications to this Arbitration Provision. If Replica makes any future change to this arbitration provision, other than a change to Replica’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Replica’s address for Notice of Arbitration, in which case your account with Replica will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

14.9 Enforceability. If Section 14.7 or the entirety of this Section 14 is found to be unenforceable, or if Replica receives an Opt-Out Notice from you, then the entirety of this Section 14 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.

15. Privacy and Information Security

15.1 Privacy Policy. You acknowledge and agree that any data you enter into, transmit to, or upload to, the Service (“Data”) will be collected, used, disclosed, and protected as described in the Replica Privacy Policy available at https://www.replica.health/privacy-policy. Please read the Privacy Policy carefully.

15.2 Data. As between you and Replica, Data is and will remain owned by you. You hereby grant Replica the right to collect, process, transmit, store, use, and disclose Data as set forth in the Replica Privacy Policy.

15.3 Use of Aggregated Data. You acknowledge and agree that Replica may collect, create, process, transmit, store, use, and disclose aggregated and/or de-identified data derived from, based on, or otherwise arising out of, Data or any use of the Services (“Aggregated Data”), for its business purposes, including for industry analysis, benchmarking, and analytics. All Aggregated Data is solely owned by Replica, and we may retain such data in perpetuity.

15.4 Compliance. You represent and warrant that you have collected the Data in accordance with applicable regulations and laws and you have obtained and will maintain all rights, consents, and authorizations required to grant Replica the rights and licenses set forth in Section 15.2 and to enable Replica to exercise its rights under the same without violation or infringement of the rights of any third party or any applicable law.

15.5 Disclaimer. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST REPLICA WITH RESPECT TO DATA TO THE MAXIMUM EXTENT PERMITTED BY LAW. WILL NOT BE RESPONSIBLE OR LIABLE FOR YOUR INABILITY TO ACCESS DATA THROUGH THE SERVICE.

16. Miscellaneous

16.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Replica regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

16.2 Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Replica submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

16.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service in each case that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. If there is any conflict or inconsistency between these Terms and any Additional Terms, these Terms control unless the Additional Terms specifically and expressly indicate they override certain portions of these Terms.

16.4 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.5 Contact Information. The Service is offered by Replica Health Co.. You may contact us by sending correspondence to that address or by emailing us at admin@replica.health.

16.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

16.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

16.8 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

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