Terms and Conditions

1. Definitions.

• 1.1. “Applicable Laws” means all applicable local, state, national, and international laws, rules, and regulations in connection with and as applicable to a party's rights or obligations under this Agreement.
• 1.2. “Authorization Form” means the authorization form between VitalFriend and Participant into which this Agreement is incorporated by reference.
• 1.3. “Vital Buddy” means VitalFriend's proprietary Biometric Unified Data Delivery Interface Device.
• 1.4. “Documentation” means VitalFriend's user guides and other end user documentation for the Devices and/or the Platform made available by VitalFriend from time to time.
• 1.5. “Fees” means any fees applicable to Participant's use of the Device and Platform, whether paid to VitalFriend or to a Third Party providing Participant with the Device.
• 1.6. “Maintenance and Support” means the ongoing maintenance and support of the Devices and Platform.
• 1.7. “Output” means any results or information generated by or through the Platform based on Participant Data, whether or not generated by artificial intelligence technologies. Output includes any information or content produced by the Platform based on Participant Data, as well as any information relating to or arising from Participant's use of the Platform.
• 1.8. “Third Party” means any individual or entity other than VitalFriend, Participant, or Provider, including other medical professionals, medical facilities, doctors' offices, and clinics.
• 1.9. “VitalFriend Materials” means the Devices, Documentation, Platform, and any other information or materials made available by VitalFriend to Participant.
• 1.10. “VitalFriend Marks” means the trademarks, service marks, trade dress, trade names, logos, slogans, and similar designations or source of VitalFriend used in connection with the Devices and/or Platform.

2. Devices.

• 2.1. Device Access. Upon receipt of the applicable Fees, Participant will receive a Device from VitalFriend or the Provider.
• 2.2. Licensed Devices. Each Device is licensed to Participant pursuant to an arrangement between VitalFriend and Provider; VitalFriend shall be at all times the owner of all Devices. VitalFriend hereby grants to Participant a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to receive and use the Device solely during the Term.
• 2.3. Damaged or Non-Conforming Devices.
  • 2.3.1 In the event Participant receives a Device that is damaged or does not operate in material conformance with the Documentation, Participant shall promptly (and in any case within five (5) days of receipt of the Device) notify VitalFriend or the Provider that provided the Device to Participant of such damage or nonconformance. VitalFriend may request, in its reasonable discretion, photographs or other evidence of such damage or non-conformance, which Participant shall promptly provide. Upon confirming such damage or non-conformance, VitalFriend, in its reasonable discretion, shall either (a) use commercially reasonable efforts to promptly repair such Device or otherwise address the non-conformity, or (b) replace the Device with a new Device. Additional Fees may apply.
  • 2.3.2 Except as expressly set forth in Section 2.3.1, if there is damage for any Device in the possession or control of Participant, or if any such Device is lost, Participant shall promptly (and in any case within two (2) days) notify VitalFriend. VitalFriend may request that Participant promptly (but in no less than five (5) days) return such damaged Device to VitalFriend using a nationally recognized carrier, at Participant's expense. VitalFriend or Provider may provide a replacement Device. Additional Fees may apply.
• 2.4. Return of Devices. Upon termination or expiration of this Agreement, Participant shall return the Device to VitalFriend or to Provider as specified by VitalFriend in writing.
• 2.5. Maintenance and Support. VitalFriend shall use commercially reasonable efforts to provide all Maintenance and Support for the Devices in accordance with the terms of this Agreement. All Maintenance and Support shall be provided remotely. If Participant requests in-person Maintenance or Support, VitalFriend may agree to such in-person Maintenance and Support on a case-by-case basis at VitalFriend's then-current hourly rates.

3. Platform License and Usage.

• 3.1. Platform License. Subject to the terms of this Agreement, VitalFriend hereby grants to Participant a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term to access and use the Platform solely in connection with Participant's use of the Device.
• 3.2. Use Restrictions. Participant will not, and will not permit any other person to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) modify, translate, or create derivative works based on the Platform or the Participant Data (except to the extent expressly permitted by VitalFriend); (c) use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a Third Party; (d) use any robot, spider, scraper, off-line reader, data mining tool, data gathering or extraction tool, or any other automated means to access the Platform in a manner that sends more request messages to the servers running the Platform than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (e) use any content available on or via the Platform (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons; (f) use the Platform in any manner or for any purpose that (i) violates, or promotes the violation of, any applicable law, contractual obligation, or right of any person, including intellectual property rights, privacy rights, and/or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in VitalFriend's sole discretion) to VitalFriend or to VitalFriend's providers, suppliers, users, or any other Third Party; or (g) remove any proprietary notices or labels from the Platform.
• 3.3. Maintenance and Support. VitalFriend shall use commercially reasonable efforts to provide all Maintenance and Support for the Platform. All Maintenance and Support shall be provided remotely. If Participant requests in-person Maintenance and Support for the Platform, VitalFriend may agree to such in-person Maintenance and Support on a case-by-case basis at VitalFriend's then-current hourly rates.

4. Device and Platform Limitations.

Participant acknowledges and agrees that, unless otherwise specified in the Authorization Form: (a) VitalFriend shall not provide any human monitoring of any Device, the Platform, or any Participant Data obtained through a Device or generated by the Platform, or any medical review of any Participant Data obtained through a Device or generated by the Platform; (b) VitalFriend shall not provide 24/7 monitoring of the Participant Data obtained through any Device or generated by the Platform; (c) automatic alerts may be issued based on specific Participant Data obtained through a Device or generated by the Platform, and such alerts will be solely in the form of an email to the emergency contact(s) identified by a Participant in the Account associated with the Device or Platform, which, at the Participant's discretion, may include Participant's medical provider; (d) VitalFriend will not provide any live or human alerts or review of any automated alerts issued by the Platform. VitalFriend shall have no liability, and expressly disclaims any and all liability, with respect to monitoring the Platform or Participant Data or any automatic alerts issued by the Platform. Notwithstanding the foregoing, VitalFriend may agree to facilitate Provider's provision of some or all of the services described in this Section 4, including if or to the extent Provider offers, and Participant consents to, remote patient monitoring services.

5. Fees.

Participant will pay any and all Fees for access to and use of the Device and Platform, and for any related remote patient monitoring services, as applicable, to Provider.

6. Confidentiality.

Each party may from time to time disclose Confidential Information to the other party. “Confidential Information” as used herein means all nonpublic information of a party, including concerning the business, technology, intellectual property, internal structure and strategies of such party, its affiliates, and any of its medical providers, vendors, suppliers, or other individuals or entities with which they do business that is conveyed to the other party orally or in tangible form, or non-public personal, health, and medical information of a party. Each party will keep in confidence and trust and will not disclose or disseminate or permit any employee, agent, representative, independent contractor or other person under its direction to disclose or disseminate the existence, source content or substance of any Confidential Information to any other person. Each party will employ at least the same methods and degree of care, but no less than a reasonable degree of care, to prevent disclosure of the Confidential Information as it employs with respect to its own Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) the receiving party lawfully receives from a Provider or other Third Party not subject to a restriction on disclosure or other non-disclosure obligation; (c) the receiving party knew prior to receiving such information from the disclosing party, as demonstrated by files in existence at the time of disclosure; or (d) the receiving party develops or acquires independently without use of or reference to the disclosing party's Confidential Information. It shall not be a breach of this Agreement for a party to disclose Confidential Information if compelled to do so under Applicable Laws or in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by Applicable Laws, the disclosing party has been given prior notice to permit such disclosing party a reasonable opportunity to object to and/or limit the scope of such disclosure.

7. Intellectual Property.

• 7.1. Proprietary Rights Notices. Participant shall not remove any copyright notice(s), proprietary rights legends, and other indicia of ownership included on all tangible materials related to the Devices and Platform to which Participant has access.
• 7.2. VitalFriend Ownership. Participant acknowledges and agrees that VitalFriend and its licensors own and will continue to own at all times all right, title, and interest in and to the Devices, the Platform, and the VitalFriend Materials, and all intellectual property rights in connection with all of the foregoing (collectively, the “VitalFriend Rights”). Except for those rights that are expressly granted by VitalFriend to Participant herein, (a) VitalFriend reserves all rights in and to the VitalFriend Rights, and (b) Participant will not grant, nor claim for itself, either expressly or implicitly, any other right, title, interest, or license in or to the VitalFriend Rights.
• 7.3. Documentation License. VitalFriend hereby grants to Participant a limited, non-exclusive, revocable, non-transferable (except as permitted herein), and non-sublicensable license to use the Documentation solely during the Term and solely in connection with its use of the Device and Platform as permitted herein.
• 7.4. Participant Data. As between Participant and VitalFriend, Participant owns all right, title and interest (including any intellectual property rights) in and to the Participant Data. Participant hereby grants to VitalFriend a non-exclusive, worldwide, royalty-free right and license for VitalFriend, its employees, and its contractors to collect, use, copy, store, transmit, modify, and create derivative works of the Participant Data to the extent necessary to provide access to and use of the Platform and Devices and as otherwise set out in this Agreement. Notwithstanding anything to the contrary contained herein and during and after the Term, VitalFriend, may (a) collect and analyze data relating to Participant's use and the provision and performance of the Devices and Platform and related systems and technologies for the purpose of (i) improving or enhancing the Devices and Platform and other present and future VitalFriend products and services and other development, diagnostic and corrective purposes related thereto and (ii) creating aggregated data and other statistics (“Aggregate Data”) and (b) disclosing such Aggregate Data; provided, however, that in no event will Aggregate Data identify Participant.
• 7.5. Feedback. To the extent Participant provides VitalFriend with any suggestions, recommendations, or other feedback relating to the VitalFriend Materials or to any other VitalFriend products or services (collectively, “Feedback”), VitalFriend may, in its sole discretion, use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to Participant or to any Third Party, for any purpose. Feedback is deemed VitalFriend's Confidential Information. Participant acknowledges and agrees that, (a) by acceptance of Participant's submission of Feedback, VitalFriend does not waive any rights to use similar or related ideas previously known to VitalFriend, or developed by VitalFriend's employees, or obtained from sources other than Participant; and (b) VitalFriend shall own all intellectual property and the intellectual property rights therein in any and all derivative works created by or on behalf of VitalFriend related to or arising from the Feedback.
• 7.6. Output.
  • 7.6.1 The Platform includes features and functionalities supported by artificial intelligence technologies. Subject to Participant's compliance with the terms of this Agreement, Participant may use the Output for any lawful purpose (except as described below), on a royalty-free basis, provided that Participant acknowledges and agrees that: (a) Participant's use of the Platform and the Output does not transfer to Participant ownership of any intellectual property rights in the Platform and (b) VitalFriend may, at any time, limit Participant's use of the Output or require Participant to cease using it (and delete any copies of it) if VitalFriend forms the view, in VitalFriend's sole and absolute discretion, that Participant's use of the Output may infringe the rights of any Third Party. Additionally, when the Platform is used to generate Output that directly impacts individuals in high-risk areas, Participant shall ensure that a qualified professional in that field reviews the content and Output prior to finalization of any decisions, medical or otherwise, based on such Output. Participant acknowledges that the Output was AI-generated and Participant shall not use the Output to train Participant's or any Third Party's machine learning models.
  • 7.6.2 DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. PARTICIPANT MUST EVALUATE ITSELF OR HAVE EVALUATED THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR PARTICIPANT, INCLUDING BY HAVING PARTICIPANT'S MEDICAL PROFESSIONALS REVIEW AND EVALUATE THE OUTPUT. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO PARTICIPANT'S PURPOSE, AND PARTICIPANT ACKNOWLEDGES AND AGREES THAT VITALFRIEND SHALL NOT BE LIABLE FOR ANY DAMAGES PARTICIPANT ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE PLATFORM.

8. Privacy.

• 8.1. Nonpublic Personal Information. In connection with this Agreement, Participant may disclose to VitalFriend personally identifiable information relating to Participant that is not generally available to the public (collectively, “Nonpublic Personal Information”). The use, storage and disclosure of Nonpublic Personal Information is or may be regulated by certain Applicable Laws relating to data privacy and security (collectively, the “Privacy Laws”). Each party shall at all times comply with all applicable Privacy Laws in connection with its use, storage and disclosure of all Nonpublic Personal Information. Except as permitted by applicable Privacy Laws, VitalFriend shall not use or disclose any Nonpublic Personal Information for any purpose other than as set forth in this Agreement and the Authorization Form.
• 8.2. Responsibilities for Participant Data. VitalFriend is not responsible for the content of any Participant Data or the way Participant chooses to use the Platform. VitalFriend does not make any representations as to the adequacy of the Platform to process Participant Data or to satisfy any legal or compliance requirements which may apply to Participant Data, other than as described herein. Any data, documents, or information provided to or maintained by VitalFriend in connection with the Platform under this Agreement are for the purpose of facilitating provision of the Platform and Devices only. Participant and its medical professionals remain responsible for maintaining and preserving their own records and for using any and all Participant Data in accordance with Applicable Laws and regulations.

9. Term; Termination.

• 9.1. Term. This Agreement will become effective on the effective date of the Authorization Form and shall remain in effect unless and until terminated as permitted in this Agreement (the “Term”).
• 9.2. Termination.
  • 9.2.1 By VitalFriend. VitalFriend may terminate this Agreement if Participant breaches or defaults in its performance of any material term of this Agreement and, to the extent the breach or default is capable of cure, fails to cure such breach or default within ten (10) days of Participant's receipt of a written notice identifying the breach or default in reasonable detail.
  • 9.2.2 By Participant. Participant may terminate this Agreement (a) if VitalFriend breaches or defaults in its performance of any material term of this Agreement and, to the extent the breach or default is capable of cure, fails to cure such breach or default within thirty (30) days of VitalFriend's receipt of a written notice identifying the breach or default in reasonable detail or (b) upon Participant's notice to VitalFriend or upon Participant and Provider of the Device determining that use of the Device and access to the Platform is no longer needed. For clarity, Participant may otherwise terminate this Agreement: (1) with respect to remote patient monitoring services at any time in Participant's discretion; or (2) to the extent Participant otherwise is legally authorized to terminate this Agreement in accordance with Applicable Laws. This Agreement will automatically terminate if Participant ceases to be a patient or customer of Provider.
  • 9.2.3 Termination of Provider Agreement. This Agreement shall terminate automatically in the event of expiration or termination for any reason of VitalFriend's agreement with Provider.
• 9.3. Effects of Termination; Survival. Upon the termination or expiration of this Agreement for any reason, in addition to any other obligations specified in this Agreement: (a) all rights and licenses granted to Participant by VitalFriend hereunder will terminate and no residual rights will remain; (b)(i) unless otherwise permitted by VitalFriend in writing, Participant will return the Device to VitalFriend and (ii) Participant will stop using the Device and the Platform and will destroy all VitalFriend Materials, Documentation, and Confidential Information in its possession and control; and (c) Participant will not make any use whatsoever of VitalFriend Material or VitalFriend's Confidential Information. Upon expiration or termination of this Agreement, all sections of this Agreement that by their nature should survive such expiration or termination will so survive.

10. Representations and Warranties.

• 10.1. Participant Representations and Warranties. Participant represents and warrants to VitalFriend that it will perform all of its obligations under this Agreement, including provision of the Participant Data, in accordance with all Applicable Laws.
• 10.2. No Professional or Medical Advice.
  • 10.2.1 PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND DEVICE ARE INTENDED SOLELY FOR ADMINISTRATIVE PURPOSES AND NOT FOR CLINICAL DECISION-MAKING. IF ANY PROFESSIONAL OR MEDICAL INFORMATION IS PROVIDED THROUGH OR IN CONNECTION WITH THE PLATFORM OR DEVICES, SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY, SHOULD NOT BE CONSTRUED AS PROFESSIONAL OR MEDICAL ADVICE, AND IS NOT A SUBSTITUTE FOR INDIVIDUALIZED PROFESSIONAL OR MEDICAL ADVICE. NEITHER PARTICIPANT NOR ANY OF ITS DESIGNEES SHOULD ACT OR REFRAIN FROM ACTING SOLELY ON THE BASIS OF ANY CONTENT OR OUTPUT THAT IS INCLUDED ON OR GENERATED BY THE PLATFORM OR DEVICES OR THAT IS OTHERWISE OBTAINED IN CONNECTION WITH THE PLATFORM OR DEVICES. USE OF THE PLATFORM AND DEVICES AND CONTENT OR OUTPUT INCLUDED ON OR GENERATED BY THE PLATFORM OR DEVICES SHOULD NOT BE CONSIDERED, AND IS NOT A SUBSTITUTE FOR, MEDICAL ADVICE OR EXPERTISE. THE PROVISION OF THE PLATFORM AND DEVICES, INCLUDING MAINTENANCE AND SUPPORT, DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, DIAGNOSIS, OR TREATMENT. VITALFRIEND MAKES NO WARRANTIES AND DISCLAIMS ALL LIABILITIES WITH RESPECT TO, AND IS NOT OTHERWISE RESPONSIBLE FOR, ANY MEDICAL DECISIONS MADE BY PARTICIPANT OR ANY OTHER PARTY WITH RESPECT TO THE PLATFORM AND THE DEVICE AND THE CONTENT OR OUTPUT INCLUDED ON OR GENERATED BY THE PLATFORM OR DEVICES.
  • 10.2.2 PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE PLATFORM UTILIZES ARTIFICIAL INTELLIGENCE AND IS INTENDED TO BE AN ASSISTIVE TOOL FOR QUALIFIED PERSONNEL. ALL OUTPUT FROM OR GENERATED BY THE PLATFORM, INCLUDING INFORMATION CONVEYED TO PARTICIPANT SHOULD BE REVIEWED, APPROVED, AND UPDATED, AS APPLICABLE, BY A QUALIFIED EMPLOYEE, CONTRACTOR, OR AGENT OF PARTICIPANT'S MEDICAL PROFESSIONALS TO WHICH PARTICIPANT PROVIDES COPIES OF OR ACCESS TO ANY SUCH INFORMATION PRIOR TO SUCH CONVEYANCE OR USE. AS BETWEEN THE PARTIES, PARTICIPANT IS SOLELY RESPONSIBLE FOR ALL DECISIONS (INCLUDING MEDICAL DECISIONS) MADE AND ACTIONS TAKEN BASED ON THE USE OF THE PLATFORM AND OUTPUT AND FOR PARTICIPANT'S MEDICAL CARE. VITALFRIEND DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF THE PLATFORM OR OUTPUT BY PARTICIPANT AND PARTICIPANT'S MEDICAL PROVIDERS.
• 10.3. Disclaimer Regarding Participant Data. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE AMOUNT AND ACCURACY OF PARTICIPANT DATA DEPENDS AND IS CONTINGENT UPON PARTICIPANT PROPERLY USING AND MAINTAINING THE DEVICE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AS SET FORTH IN THE AUTHORIZATION FORM. VITALFRIEND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, AS TO THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR QUALITY OF ANY PARTICIPANT DATA.
• 10.4. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VITALFRIEND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR PERFORMANCE, OR OTHERWISE.

11. Limitation of Liability.

EXCEPT FOR (A) BODILY INJURY OF A PERSON RESULTING FROM A PARTY'S GROSS NEGLIGENCE, (B) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) PARTICIPANT'S INFRINGEMENT, MISAPPROPRIATION, DILUTION, OR OTHER VIOLATION OF VITALFRIEND'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY NOR ITS RESPECTIVE SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR ANY TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (III) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY PARTICIPANT RELATED TO THE DEVICE AND PLATFORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Miscellaneous.

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing, including by email. For purposes of this Agreement, the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. VitalFriend may update these Terms and Conditions from time to time, as noted in the “Last Updated” date. VitalFriend will notify Participant of material changes to these Terms and Conditions, including through a notice made generally available on the Platform; Participant's continued use of the Device and Platform is Participant's acknowledgement of and agreement to be bound by the updated Terms and Conditions. Participant's breach or threatened breach of any of its obligations under Section 6, Section 7, Section 8, Section 10 or the terms of the licenses granted to it herein would give rise to irreparable harm to VitalFriend for which monetary damages would not be an adequate remedy, and in addition to any and all other rights and remedies that may be available to VitalFriend at law, at equity, or otherwise in respect of this breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. Participant may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VitalFriend. VitalFriend may assign any of its rights or delegate any of its obligations without restriction. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors, heirs, and permitted assigns. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of California, without regard to the conflict of laws provisions. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.