These Terms of Use (or “Terms”) are a binding contract between you and Lenux Health (“Lenux Health” “us” or “we”) governing your use of lenuxhealth.com and all its contents and features, such as the Personal Health Assessment (“PHA”), our mobile applications, our social media channels and other online channels we own or operate, and all products and services offered by Lenux Health (collectively, the “Services”). Additional, separate terms may apply to your use of certain Services, including without limitation agreements between us and Sponsors, which will be considered to form part of these Terms. If you have any questions about Lenux Health, please contact admin@lenuxhealth.com.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND LENUX HEALTH.

1. ACCEPTANCE

You agree to these Terms of Use by clicking “Accept” or simply using the Services.

To use the Services, you must agree to be unconditionally bound by these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms and use the Services. If you are accessing the Services on behalf of a company or other legal entity, you represent and agree that you are authorized to act on behalf of such entity and to bind such entity to these Terms. You accept the Terms by accessing or using the Services in any manner or clicking to accept or agree to the Terms where this option is made available to you. These Terms will remain in effect as long as you use our Services. If you do not agree with any of these Terms, do not access or use the Services.

2. SERVICES

We offer our Services to Sponsors and their Participants.

You must use the Services in compliance with these Terms and applicable laws.

Lenux Health contracts with employers, health insurance companies, and other organizations (“Sponsors”) to provide the Sponsor’s program participants (“Participants”) with access to our health and wellness program products and features. Lenux Health offers tools to assess the impact of Participant behaviors and habits on their general health and information to help them make healthy lifestyle choices.

Participants can use our Services by accessing our website or via access provided by Sponsors, in each case Participants and Sponsors are subject to these Terms. By using the Services in any capacity, you represent and warrant that (a) any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; (c) you will be entirely responsible for maintaining the security of your logins and credentials, if any; and (d) your use of our Services and their features does not and will not violate any applicable law, rule or regulation. Any use of the Services in violation of these Terms that in our judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services, without limiting any other rights and remedies.

3. ELIGIBILTY

You must meet our other eligibility requirements.

To be eligible to use the Services, you must be at least 18 years old and reside in the United States or any of its territories or possessions. Users may access the Services as a visitor to our website or other online channels. Participants access our Services via the mechanism provided by Sponsors to Participants. By accessing or using Services, you represent and warrant that you are of legal age to form a binding contract with Lenux Health, and you meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not use the Services.

4. REGISTRATION

You must register to use the Services. Participants must create a Participant Profile.

Anyone can visit our website or online channels, but to use our Services you must obtain access via your Sponsor to register and create an authorized user account (“Participant Profile”). Only you are permitted to access the Services via your account. You are responsible for maintaining the confidentiality of your login credentials. Your login credentials are for your personal use only and shall not, under any circumstances, be shared, distributed, or otherwise made available to anyone. You accept responsibility for all activity that occurs under your account. You may not use false identities or impersonate any other person or use credentials that you are not authorized to use. We are not liable for any loss or damage arising out of your failure to maintain your account security. You agree to notify Lenux Health immediately of any suspected theft, loss, or fraudulent use of your login or password. The information we collect during registration and how we use that information is described in our Privacy Policy. You acknowledge that you have read and understand our Privacy Policy.

5. PARTICIPANT PROFILE

Participant information input to the PHA is used to create your Participant Profile and offers you recommendations and goals to support your improved wellness.

The Services are for educational purposes only, not medical advice or a substitute for healthcare of any kind.

Anyone can visit our website or online channels, but to use our Services you must obtain access via your Sponsor to register and create an authorized user account (“Participant Profile”). Only you are permitted to access the Services via your account. You are responsible for maintaining the confidentiality of your login credentials. Your login credentials are for your personal use only and shall not, under any circumstances, be shared, distributed, or otherwise made available to anyone. You accept responsibility for all activity that occurs under your account. You may not use false identities or impersonate any other person or use credentials that you are not authorized to use. We are not liable for any loss or damage arising out of your failure to maintain your account security. You agree to notify Lenux Health immediately of any suspected theft, loss, or fraudulent use of your login or password. The information we collect during registration and how we use that information is described in our Privacy Policy. You acknowledge that you have read and understand our Privacy Policy.

a. Using the Services. Participants complete the PHA and access other aspects of the Services to learn about their behaviors and access content to support improved wellness. Your use of the Services and receipt of information is entirely optional. The Services are free for Participants to use. If you access the Services via a Sponsor, the fees necessary for your access to the Services has been paid by the Sponsor, and you are permitted to use the Services subject to the Sponsor’s policies and practices until the expiration of a specified term agreed between the Sponsor and Lenux Health. The Sponsor paying for your access to the Services controls the scope and duration of the subscription by which you may access the Services and may terminate or de-provision your access to it. You agree that Lenux Health will not be liable to you or any third-party for any termination or cancellation of your access to, or use of, the Services that were originally provided to you by such Sponsor. b. NOT MEDICAL ADVICE. The Services are for informational and educational purposes only. The Services are not medical advice or a doctor's advice, nor are they a substitute for a medical examination or treatment by a doctor. The Services are not intended to diagnose, treat, cure, or guarantee prevention of any injury or illness. You should consult your physician before beginning a new health or fitness program. How you use the information provided by the Services is your choice. We do not warrant the accuracy, completeness, or usefulness of the Services. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or others. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DO NOT OFFER MEDICAL ADVICE OR GUARANTEE INJURY PREVENTION. c. No Employment Relationship. As a Participant, you may use the Services in connection with your employment, however, you understand you have no employment relationship with Lenux Health and that you and Lenux Health are independent contractors. Nothing in these Terms shall be interpreted to grant either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent, or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever. You acknowledge and agree that you will not be entitled to participate in and/or receive any benefits from Lenux Health under any circumstances, Lenux Health has no obligation to withhold any income or other payroll taxes on your behalf. You agree to indemnify, defend, and hold harmless Lenux Health from and against any losses that we incur as a result of your breach of your obligations under this provision. d. Covered Entities. A Sponsor that is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) is solely responsible for ensuring that the Sponsor at all times complies with HIPAA. Your Sponsor instructs our activities with this data, and your Sponsor (not Lenux Health) is responsible for all decisions for its use, disclosure, and security. Please contact your Sponsor if you have questions. For all other uses of the Services, Lenux Health is not subject to HIPAA or any of their equivalent or complimentary laws, and we make no warranty or representation that disclosures of information via the Services are permissible under such laws or that the Services comply with any law or regulation governing healthcare, insurance services, or medical practice.

6. LICENSE GRANT

• Lenux Health grants you a limited license to use the Services under these Terms.

Subject to these Terms, Lenux Health hereby grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use the Services for your own personal, non-commercial purposes. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise any ownership, license or other grant of right to any copyright, trademark, or other intellectual property of Lenux Health or any third party, except as expressly provided in these Terms. Lenux Health reserves all rights not expressly granted in these Terms.

7. ACCEPTABLE USE

• You may only use the Services as permitted by these Terms.

• You are prohibited from any unlawful use, misuse, or breaches of security.

You agree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof (including the Contents, defined below) or use it in any manner not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services; (c) violate or attempt to violate the security features of the Services; (d) use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted on via the Services; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

You are strictly prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate the intellectual property rights of us or others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services. We reserve the right to terminate your use of the Services for violating any of the prohibited uses.

8. CONTENTS AND OWNERSHIP

• The Services and Contents belong to Lenux Health.

Unless otherwise expressly indicated, the information contained on the Services, including but not limited to all data, software, images, content, text, information, page headers, button icons, designs, data, graphics, slogans, photographs, written information, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Services (collectively, the “Contents”), are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Lenux Health. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions.

Lenux Health’s registered and unregistered trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Lenux Health. You may not use any meta tags or any other hidden text utilizing a Lenux Health name, trademark, or product name without Lenux Health’s prior written permission. Third-party trademarks and service marks used on the Services are the property of their respective owners, and we use them with their consent. Lenux Health and the other licensors of the marks on the Services reserve all rights with respect to all Contents and all intellectual property. Improper use of trademarks displayed on the Services is strictly prohibited. The absence of a product name or logo from this list in no way constitutes a waiver of our intellectual property rights. No material contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Services without the express written agreement of Lenux Health.

9. USER GENERATED MATERIAL

• You are responsible for anything you post to the Services.

Participants, website visitors, and others may have the opportunity to publish, transmit, submit or otherwise post comments, feedback, photos, or other materials via the Services (“UGM”) that may be accessible and viewable by the public or others. With respect to any UGM posted by you, you represent that (a) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. UGM must not (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any proprietary rights of Lenux Health or any other person; (vii) seek to harm or exploit children; (viii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (ix) violate Lenux Health’s or any other entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (x) be otherwise objectionable as determined by us in our sole discretion.

You are solely responsible for your UGM and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any UGM posted via the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store UGM at any time and for any reason without notice. We do not endorse any UGM, and the UGM posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any UGM that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

In consideration for your use of the UGM features, you grant to Lenux Health an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such UGM in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Lenux Health, our products and our Services. You acknowledge that Lenux Health may modify the UGM for any purpose. However, we have no obligation to use any UGM, and our use of any UGM does not create or imply any endorsement of or affiliation with you.

10. MOBILE APPLICATION

• You must meet certain requirements to use the Services via mobile application.

To use the Services via mobile application, you must have a compatible mobile telephone or handheld device, Internet access, and the necessary minimum specifications (“Software Requirements”). The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. The mobile application may be upgraded from time to time to add support for new functions and services. The mobile application may request certain privacy permissions from time to time such as access to your calendar, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the App. Data and messaging charges may apply to your use of the Services and you accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the App, you will be assumed to have received permission from the bill payer for using the App.

11. THIRD-PARTY CONTENT

• We are not responsible for Third Party Content.

The Services may include third-party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which we have no control (“Third-Party Content”). Third-Party Content available on the Services is provided solely for your convenience. We are not responsible for the content of any Third-Party Content, nor do we make any representations about the content or accuracy of material on any other platforms. Inclusion of Third-Party Content on our Services does not imply our approval or endorsement of the Third-Party Content. Please be aware that when you click on links that take you to external platforms or content, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the respective third-party.

12. LEGAL COMPLIANCE; VOID WHERE PROHIBITED

• You are responsible for determining if the Services are lawful in your location.

Lenux Health administers and operates the Services from its headquarters in the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Without limiting the foregoing, when using the Services, you agree to comply with all applicable laws. Not all Services are available to all persons or in all locations, or appropriate or available for use outside the United States. Lenux Health reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited.

13. TERM AND TERMINATION

• The Terms begin the date you begin using the Services and continue until terminated by us or until you discontinue all use of the Services.

• Upon termination, all licenses and access to the Services will terminate.

These Terms shall remain in full force and effect as long as you use the Services. Termination of these Terms is effective when you discontinue all use of the Services. Notwithstanding the foregoing, termination of these Terms between a Sponsor and Lenux Health shall be effective as set forth in written agreement(s) between the Sponsor and Lenux Health. On termination, you lose the right to access or use the Services. Sections 5(b) through (d), 7 through 9, 12, and 15 through 19 of these Terms shall survive termination.

14. DMCA NOTICE

• Please send copyright infringement notices to our Copyright Agent.

Lenux Health respects the intellectual property rights of others and expect users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to our designated copyright agent (“Copyright Agent”). If you are a copyright owner or an agent thereof and believe that any Contents infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to: Lenux Health c/o Immix Law Group PC 600 NW Naito Pkwy, Ste G Portland, OR 97209 To be valid, your notice must include (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

15. LIMITATION OF LIABILITY

• Lenux Health’s potential liability under these Terms is limited.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LENUX HEALTH, ITS EMPLOYEES, AGENTS, SUPPLIERS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY DISCLAIMING ENTITY OR THE SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. DISCLAIMER OF WARRANTIES

• The Services are provided “as is.” No warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND LENUX HEALTH DISCLAIMS, AND THESE TERMS EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY (A) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, (B) THAT THE SERVICES ARE ERROR-FREE, FAULT-TOLERANT, OR FAIL-SAFE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, OR THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED, (C) OF NONINTERFERENCE, SYSTEM INTEGRATION, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LENUX HEALTH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. YOU AGREE THAT ITS USE OF THE SERVICES IS AT ITS SOLE DISCRETION AND RISK. NOTWITHSTANDING THE FOREGOING, LENUX HEALTH DOES NOT WARRANT THAT ITS SERVICES SHALL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE AT THE TIME OF DELIVERY.

You are responsible for compliance with all safety notices that accompany our Services. Lenux Health does not warrant the accuracy, completeness, or usefulness of any data submitted to or output from the Services. Any reliance you place on such information is strictly at your own risk. Lenux Health disclaims all liability and responsibility arising from any reliance placed on such information by you or others.

17. INDEMNIFICATION

• You agree to indemnify us.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS LENUX HEALTH AND THE DISCLAIMING ENTITIES FROM ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO A CLAIM (A) ALLEGING THAT YOUR USE OF THE SERVICES INFRINGES OR VIOLATES THE RIGHTS OF A THIRD PARTY (INCLUDING ANY MERCHANT) OR VIOLATES APPLICABLE LAW; OR (B) ARISING OUT OF YOUR BREACH OF THESE TERMS OF USE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE.

18. Dispute Resolution

• Disputes will be resolved on an individual basis only, first by informal dispute resolution, and then arbitration.

• Claims must be brought within one year.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and Lenux Health arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.

a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Lenux Health, you agree to try to resolve the Dispute informally by contacting admin@lenuxhealth.com. Lenux Health will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within thirty (30) days after submission, you or we may bring a formal proceeding.
b. Arbitration Agreement. You and Lenux Health each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Salt Lake City, Utah, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Lenux Health may assert claims, if they qualify, in small claims court in Salt Lake City, Utah or any United States county where you live or work. Neither party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
c. Class Action Waiver. You may only resolve Disputes with Lenux Health on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.
d. Legal Fees. If any dispute arises between the parties with respect to the matters covered by these Terms which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
e. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

19. GENERAL

a. Independent Contractors. The relationship between the parties is that of independent contractors and nothing in these Terms should be construed to create a partnership, joint venture, agency, or employer-employee relationship.
b. Availability. We will use commercially reasonable efforts to maintain availability of the Services. You agree that there will be times when the Services will be unavailable. Lenux Health is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Services for any reason. Lenux Health reserves the right to close, suspend, or limit your access to the Services if, in our sole discretion, (a) we are unable to obtain or verify your identity or eligibility; (b) we suspect a security compromise related to your use of the Services; or (c) your data has been used in, or seems to have been used in, a nefarious manner.
c. Governing Law; Venue. These Terms will be governed by and construed in accordance with the laws of the State of Oregon without regard to its choice-of-law provisions. Foreign laws and the United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. The parties agree that any action arising from or relating to these Terms shall be brought exclusively in the state and federal courts of Oregon and the parties expressly consent to the personal jurisdiction of the state and federal courts located in Oregon for any lawsuit arising from or related to these Terms.
d. No Assignment. No right or obligation pursuant to these Terms may be assigned by either party without the other party’s written consent, and any such attempted assignment shall be void and of no effect. Notwithstanding the foregoing, either party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise).
e. Entire Agreement. These Terms and the documents incorporated by reference herein are the entire agreement between you and Lenux Health and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and us about the Services.
f. Severability; Waiver. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. Any failure by Lenux Health to enforce any of these Terms is not a waiver of such term.
g. Amendments. Lenux Health reserves the right to amend these Terms of Use without notice at any time. If we revise these Terms, we will update this posting. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes.

By clicking “Accept,” you acknowledge and agree to these Terms of Use.