Terms Of Use

OptumSoft, Inc.

Terms of Use Agreement

Last Updated: September 20, 2017

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY BROWSING THE OPTUMSOFT, INC. (“OPTUMSOFT”) WEBSITE AVAILABLE AT WWW.OPTUMSOFT.COM (THE “WEBSITE”), DOWNLOADING, INSTALLING, OR USING ANY OPTUMSOFT SOFTWARE (“SOFTWARE”) AND/OR OPTUMSOFT MOBILE APPLICATION (“APPLICATION”), CLICKING AN “I ACCEPT” OR SIMILAR BUTTON, USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE, SOFTWARE AND/OR APPLICATION (THE “SERVICES”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OPTUMSOFT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE, SOFTWARE, APPLICATION, OR SERVICES.

Your use of the Website, Software, Application, or Services may be subject to additional terms which the entity you represent has executed with OptumSoft (“Supplemental Terms”). If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control.

PLEASE NOTE THAT The Terms OF THIS AGREEMENT are subject to change by OptumSoft in its sole discretion at any time. When changes are made, OptumSoft will make a new copy of this Agreement available at the Website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have provided us with your e-mail address, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to this Agreement will be effective immediately for new users and will be effective for existing users upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes. OptumSoft may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, Software, Application, or 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, Software, Application, and Services. Otherwise, your continued use of any of the foregoing constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.

Use of the OptumSoft Properties. The Website, Software, Application, Services, and the information and other content available on or through the foregoing (collectively, the “OptumSoft Properties”) are protected by copyright laws throughout the world. Subject to this Agreement, OptumSoft grants you a limited license to reproduce portions of the OptumSoft Properties for the sole purpose of using the OptumSoft Properties in connection with the use of the Services for the internal business purposes of the entity you represent. Unless otherwise specified by the OptumSoft in a separate license, your right to use any OptumSoft Properties is subject to this Agreement.

Application License. Subject to your compliance with this Agreement, OptumSoft grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for the internal business purposes of the entity you represent. Furthermore, if you access or download the Application through or from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

Software License. Unless otherwise expressly agreed in writing by OptumSoft, at no time will OptumSoft provide you with any tangible copy of our Software. OptumSoft shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases) or (b) delivery, correction or updating of documentation. For the purposes of this section, tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless otherwise expressly agreed in writing by OptumSoft, any copying or redistribution of the Software is prohibited. If the Software is a pre-release version, then, unless otherwise expressly agreed in writing by OptumSoft, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. Subject to your compliance with the this Agreement, OptumSoft grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in accordance with any documentation that may be provided or made available to you by OptumSoft.

Open Source. Some components of the Application and Software may be offered under open source licenses. There may be provisions in the applicable open source license that expressly override some of these Agreement. Except with respect to code licensed under an open source license, the Application and Software are proprietary software of OptumSoft and its licensors and you agree not to take any action or enter any agreement that would result in any contractual requirement that OptumSoft or its licensors make available to any third party the Application or Software source code.

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

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the OptumSoft Properties or any portion of the OptumSoft Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other OptumSoft Properties (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using the OptumSoft’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the OptumSoft Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) 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 OptumSoft Properties (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); (f) you shall not access the OptumSoft Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the OptumSoft Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the OptumSoft Properties. Any future release, update or other addition to the OptumSoft Properties shall be subject to this Agreement. OptumSoft, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the OptumSoft Properties terminates the licenses granted by the OptumSoft pursuant to this Agreement.

Registration.

Registering Your Account. In order to access certain features of OptumSoft Properties you will be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who creates an account with OptumSoft (“Account”).

Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using OptumSoft 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. You may not share your Account or password with anyone, and you agree to notify OptumSoft immediately of any unauthorized use of your password or any other breach of security and exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or OptumSoft has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, OptumSoft has the right to suspend or terminate your Account and refuse any and all current or future use of OptumSoft 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 that you shall not have more than one Account at any given time. You agree not to create an Account or use OptumSoft Properties if you have been previously removed by OptumSoft, or if you have been previously banned from any OptumSoft Properties.

Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of OptumSoft.

Necessary Equipment and Software. You must provide all equipment and software necessary to connect to OptumSoft Properties, including but not limited to, a mobile device that is suitable to connect with and use OptumSoft 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 OptumSoft Properties.

User Content.

Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each user is entirely responsible for all content that such user makes available through the OptumSoft Properties (“User Content”). OptumSoft has no obligation to pre-screen any content. You use all User Content at your own risk. Without limiting the foregoing, OptumSoft reserves the right in its sole discretion to pre-screen, refuse, or remove any content. OptumSoft shall have the right to remove any content that violates this Agreement or is otherwise objectionable.

Ownership of Your Content. OptumSoft does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant OptumSoft the license set forth in Section 3(c). Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the OptumSoft Properties.

License to Your Content. Subject to any applicable Account settings that you select, you grant OptumSoft a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license right to use, modify, distribute, and display Your Content for the purposes of operating, providing, and improving OptumSoft’s products and services, including without limitation, the OptumSoft Properties.

Restrictions on User Conduct. You agree not to use the OptumSoft Properties for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the OptumSoft Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity 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 OptumSoft’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of OptumSoft.

Interactions with Other Users. You interact with other users, including without limitation, all HVACR service providers at your own risk. You acknowledge and agree that OptumSoft has no control over, and shall not be responsible for, any actions or omissions of any other users, including without limitation, any HVACR service providers. HVACR service providers are third party providers and are not affiliated with OptumSoft.

OptumSoft Ownership.

OptumSoft Properties. You agree that the OptumSoft and its licensors and suppliers own all rights, title and interest in the OptumSoft Properties.

Trademarks. OptumSoft’s name and other related graphics, logos, service marks and trade names used on or in connection with the OptumSoft Properties are the trademarks of OptumSoft 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 the OptumSoft Properties are the property of their respective owners.

Data. You acknowledge and agree that OptumSoft may use personal data in any manner in accordance with OptumSoft’s privacy policy available at [URL]. As between you and OptumSoft, you acknowledge and agree that OptumSoft may use, distribute, reproduce, make derivative works of, publicly perform, and publicly display any analytics or other data generated by the OptumSoft monitoring equipment that your organization uses in connection with the Services for any purpose; provided that any disclosure of such data to third parties shall be in a form that is not directly attributable to or identified with you or your organization, except as may be necessary solely for a third party to provide services to OptumSoft.

Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to OptumSoft (“Feedback”) is at your own risk and that OptumSoft 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 OptumSoft 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 the OptumSoft Properties.

Third-Party Services.

Third-Party Links. The OptumSoft Properties may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. OptumSoft does not control and is not responsible for Third-Party Links. OptumSoft provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.

App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that this Agreement is between you and OptumSoft and not with the App Store. OptumSoft, not the App Store, is solely responsible for OptumSoft Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with OptumSoft Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using OptumSoft Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.

Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

You acknowledge and agree that (i) this Agreement is concluded between you and OptumSoft only, and not Apple, and (ii) OptumSoft, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between OptumSoft and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of OptumSoft.

You and OptumSoft acknowledge that, as between OptumSoft and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

You and OptumSoft acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between OptumSoft and Apple, OptumSoft, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

You and OptumSoft acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Investigations. OptumSoft may, but is not obligated to, monitor or review the OptumSoft Properties at any time. Although OptumSoft does not generally monitor user activity, if OptumSoft becomes aware of any possible violations by a user of any provision of this Agreement, OptumSoft reserves the right to investigate such violations, and OptumSoft may, at its sole discretion, immediately terminate the user’s license to use the OptumSoft Properties, or change, alter or remove any content, in whole or in part, without prior notice.

Indemnification. You agree to indemnify and hold OptumSoft, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, and suppliers (collectively the “OptumSoft Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the OptumSoft Properties; (b) your violation of this Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. OptumSoft 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 OptumSoft in asserting any available defenses. You agree that the provisions in this section will survive any termination of this Agreement or your access to the OptumSoft Properties.

Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE OPTUMSOFT PROPERTIES IS AT YOUR SOLE RISK, AND THE OPTUMSOFT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE OPTUMSOFT 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, TITLE, AND NON-INFRINGEMENT. OPTUMSOFT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE OPTUMSOFT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE OPTUMSOFT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) ANY ERRORS IN THE OPTUMSOFT PROPERTIES WILL BE CORRECTED. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OPTUMSOFT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE OPTUMSOFT PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT OPTUMSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE OPTUMSOFT PROPERTIES OR (2) ANY OTHER MATTER RELATED TO THE OPTUMSOFT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE OPTUMSOFT PROPERTIES SHALL IN NO EVENT EXCEED THE GREATER OF ANY AMOUNTS THE ENTITY YOU REPRESENT HAS PAID FOR THE OPTUMSOFT PROPERTIES IN THE LAST TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY OR ONE HUNDRED DOLLARS ($100). YOU AND OPTUMSOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OPTUMSOFT PROPERTIES OR ANY CONTENT POSTED ON THE OPTUMSOFT PROPERTIES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OPTUMSOFT AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

Procedure for Making Claims of Copyright Infringement. If you believe content posted on the OptumSoft Properties infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) 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. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: OptumSoft Inc., 200 Middlefield Rd #112, Menlo Park, CA 94025, Attn: Ilaria TUrner

Term and Termination.

Term. This Agreement commences on the date when you accept this Agreement (as described in the preamble above) and remains in full force and effect while you use the OptumSoft Properties, unless terminated earlier in accordance with the terms of this Agreement.

Termination. If you have materially breached any provision of this Agreement, if we are required to do so by law (e.g., where the provision of any of the OptumSoft Properties is, or becomes, unlawful), or if we choose to discontinue the OptumSoft Properties (in part or in whole), we have the right to, immediately and without notice, suspend or terminate any OptumSoft Properties provided to you. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated this Agreement; (ii) notify and/or send any content you have provided to us to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the OptumSoft Properties in our possession in connection with your use of the OptumSoft Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of OptumSoft, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.

Effect of Termination. Termination includes removal of access to and barring of further use of the OptumSoft Properties, including deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). OptumSoft will not have any liability whatsoever to you for any suspension or termination. All provisions of this Agreement which by their nature should survive, shall survive termination of your use of the OptumSoft Properties, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

No Subsequent Registration. If your registration(s) with or ability to access OptumSoft Properties is discontinued by OptumSoft, you agree that you shall not attempt to re-register with or access OptumSoft Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, OptumSoft reserves the right, in its sole discretion, to immediately take any or all of the actions set forth in this Agreement without any notice or warning to you.

International Users. The OptumSoft Properties can be accessed from countries around the world and may contain references to OptumSoft Properties and other content that are not available in your country. These references do not imply that OptumSoft intends to introduce such OptumSoft Properties or content in your country. The OptumSoft Properties are controlled and offered by OptumSoft from its facilities in the United States of America. OptumSoft makes no representations that the OptumSoft Properties are appropriate or available for use in other locations. Those who access or use the OptumSoft Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

General Provisions.

Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of California excluding choice of law; provided, however, that the terms of any applicable law now or hereafter enacted that is based on or similar to the uniform computer information transactions act drafted by the national conference of commissioners on uniform state laws shall not apply. To the extent the parties are permitted under this Agreement to initiate litigation in a court, you and we agree that all claims and disputes arising out of or relating to this Agreement or will be litigated exclusively in either small claims court, if small claims court proceedings are available for the resolution of the applicable dispute, or the United States District Court for the Northern District of California. If, however, that federal court would lack original jurisdiction, then all such claims and disputes will be litigated exclusively in either small claims court (where available) or the Superior Court of California, County of San Mateo. You and we consent to the personal jurisdiction of both courts.

Electronic Communications. The communications between you and OptumSoft use electronic means, whether you visit the OptumSoft Properties or send OptumSoft e-mails, or whether OptumSoft posts notices on the OptumSoft Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from OptumSoft in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OptumSoft 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.

Release. You hereby release the OptumSoft 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 third-party websites or your use of the OptumSoft 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 which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

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

Force Majeure. OptumSoft 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.

Compliance. If you believe that OptumSoft has not adhered to this Agreement, please contact OptumSoft by emailing us at compliance@optumSoft.com We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

Notice. Where OptumSoft requires that you provide an e-mail address, you are responsible for providing OptumSoft with your most current e-mail address. In the event that the last e-mail address you provided to OptumSoft is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, OptumSoft’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to OptumSoft at the following address: OptumSoft Inc., 200 Middlefield Rd #112, Menlo Park, CA 94025, Attn: Ilaria Turner. Such notice shall be deemed given when received by the OptumSoft by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

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

Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Export Control. You may not use, export, import, or transfer the OptumSoft Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the OptumSoft Properties, and any other applicable laws. In particular, but without limitation, the OptumSoft 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 the OptumSoft Properties, you represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the OptumSoft 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 OptumSoft 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 any products, services or technology provided by OptumSoft, either directly or indirectly, to any country in violation of such laws and regulations.

Entire Agreement. This 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.

End of Terms