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Terms & Conditions

Last Updated: 9/3/2021

EACHDAY, INC. AND YOU!


Welcome to EachDay! Please read these Terms of Service (“Terms”) carefully because they govern your use of and access to our “Services,” which, throughout these Terms, means all products, services, and content offered by EachDay, Inc., including our website located at www.eachday.fun (“Website”) and mobile device application (“App”). To make these Terms easier to understand, throughout the Terms, EachDay, Inc. will be referred to as “EachDay,” “we,” “us,” and “our.” Similarly, when we refer to “you” or “your,” we mean you—the user or future user of our Services. 


WHO MAY USE OUR SERVICES


You must be at least 13 years old to access and use our Services. However, if you are under 18 year old, you represent that you have your parent’s or guardian’s permission to use our Services and have read and discussed these Terms with them. 

If you are a parent or legal guardian of a user under the age of 18 years old, by allowing your child to use our Services, you are subject to these Terms and are responsible for your child’s activity on our Services, including payment of all applicable fees and charges incurred and strict compliance with these Terms.

You also represent that you have not been previously banned, suspended, or removed from our Services and that your registration is in compliance with these Terms and any and all applicable laws and regulations.


AGREEMENT TO THESE TERMS


These Terms, including our Privacy Policy which is incorporated into these Terms by this reference, are a legally enforceable agreement between you and us. By creating an account on our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms or you do not understand these Terms, do not use, access, or browse our Services. 

Moreover, if you do not abide by the provisions of these Terms, you agree that we may immediately suspend, cancel, or delete your user account and all related information and files in your user account and/or restrict any further access to such information and/or files on our Services with or without any form of notice to you.

You may not assign or transfer these Terms, by operation of law or otherwise, without EachDay’s express prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. EachDay may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

THESE TERMS REQUIRE THE USE OF MEDIATION ON AN INDIVIDUAL BASIS AS DESCRIBED BELOW TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.


CHANGES TO THESE TERMS


We reserve the right at any time to change or modify these Terms in our sole discretion. If we do so, we will notify you by posting the updated Terms on our Services. Updated Terms are effective immediately upon being posted to our Services. We may also elect to notify you when we post updated Terms through other means, such as email, text message, push notification or alert, and any other form of electronic communication that now exists or will come to exist.

Please be sure to review these Terms whenever we update them. If you continue to use our Services after we have posted updated Terms on our Services, you are indicating to us that you agree to be bound by the updated Terms. If you do not agree to be bound by the updated Terms, then you must immediately stop using our Services. 

Additionally, because our Services are evolving over time we may change or discontinue all or any part of the Services at any time and without notice to you, at our sole discretion.

Our contact email address is hello@talktwo.com. All correspondence to EachDay regarding any questions or concerns you may have about these Terms should be sent to this contact email address. 


EACHDAY DOES NOT PROVIDE MEDICAL, PSYCHIATRIC, OR PSYCHOLOGICAL ADVICE


OUR SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

All content on our Services—such as text, graphics, images, and other materials created by EachDay, obtained from EachDay’s licensors or affiliates, and other materials contained on EachDay’s Website or App—is for informational purposes only. 

While we hope the content is useful in your healthcare journey, the content is not intended to be a substitute for professional medical, psychiatric, or psychological advice, diagnosis, or treatment. Always seek the advice of your physician, psychiatrist, or other qualified health professional relating to any questions you may have regarding a medical or mental health condition. Reliance on any our content is solely at your own risk.

Never disregard professional medical, psychiatric, or psychological advice or delay in seeking it because of something you have read using our Services. EachDay does not recommend or endorse any specific medical professional, tests, products, procedures, opinions, or other information that may be mentioned on our Services.


SUBSCRIPTIONS AND AUTO-RENEWAL OF FEES


To access and use our Services, you must create an account and purchase either our monthly or annual subscription plan. 

We reserve the right to change our subscription plans or adjust pricing for our Service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

Our “monthly” subscription is paid in monthly installments. For the purposes of our monthly subscription, a month constitutes one calendar month. For each month that your monthly subscription is active, you acknowledge and agree that EachDay is authorized to charge the same payment method as was used for the initial subscription fee. THE MONTHLY RENEWAL SUBSCRIPTION FEES WILL CONTINUE TO BE BILLED TO THE PAYMENT METHOD YOU PROVIDED EACH MONTH UNTIL CANCELLED. You must cancel your monthly subscription before it renews in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.

Our “annual” subscription is paid in yearly installments. For the purposes of our annual subscription, a year constitutes one calendar year. For each year that your annual subscription is authorized to charge the same payment method as was used for the initial subscription fee. THE ANNUAL RENEWAL SUBSCRIPTION FEES WILL CONTINUE TO BE BILLED TO THE PAYMENT METHOD YOU PROVIDED EACH YEAR UNTIL CANCELLED. You must cancel your annual subscription before it renews in order to avoid billing of the next year’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-year subscription period.

You may have access to a free trial period of our Services, which automatically converts to a paid monthly or annual subscription after a certain period of time. In such instances, you can disable the automatic conversion by following the cancellation instructions set forth below prior to the date of conversion.


ACCOUNT MANAGEMENT AND SECURITY


When you register for an account for our Services, you will be required to complete a registration form. You represent and warrant that all user information you provide on the registration form or otherwise in connection with your use of our Services, including for billing purposes, will be current, complete, and accurate. As a registered user of our Services, you are entirely responsible for maintaining the confidentiality of your user account information. You may not use the account or username of any other user at any time. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s user account information.

You are also entirely responsible for any and all activities which occur under your user account. We will not be liable for any loss that you incur as a result of someone else using your account, either with or without your knowledge. You may also be held liable for any losses incurred by EachDay, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account.

You agree not to register more than one account, create an account on behalf of someone else, or create a false or misleading identity on our Services. If your registration or subscription is revoked for any reason, you agree not to register or subscribe again with our Services using another username or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under these Terms or by law.


CANCELLATION OF SERVICES


Payments are nonrefundable, and there are no refunds for partially used subscription periods.

However, you may cancel a subscription at any time. Cancellation is effective at the end of the applicable subscription period. You can cancel your subscription either (i) through your App store account or (ii) by emailing info@talktwo.com.

We may suspend or cancel your use of our Services as a result of your fraud or breach of any obligation under these Terms. Such cancellation or suspension may be immediate and with or without any form of notice to you. A breach of these Terms, includes without limitation, the violation of any license restriction, intellectual property rights, or state or federal law.

Certain provisions of these Terms will survive your cancellation of your account, your cease of use of our Services, or our suspension or cancellation of your account, including but not limited to, provisions on indemnity, governing law, severability, and waiver, among others.   

LIMITED LICENSE


Subject to your continued compliance with these Terms, including without limitation the timely payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access and use our Services (whether through the Website or by downloading and installing our App, including any updates and bug fixes). Your use is limited for your personal, noncommercial use only.

Our Services, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without our express written consent. Furthermore, except for the limited rights granted in this Section, you will not (and will not encourage or assist any third-party to): (i) modify, alter, tamper with, repair, or otherwise create derivative works of our Services, Content, or any software or technology included in or used or distributed by EachDay to provide our Services; or (ii) reverse engineer, disassemble, or decompile our Services, or attempt to discover or recreate the source code for our Services.

You may not rent, lease, lend, sell, redistribute or sublicense our Services or any portion thereof. If you breach these license restrictions, or otherwise exceed the scope of the license granted in these Terms, you may be subject to prosecution and legal damages, as well as liability for infringement of intellectual property rights. EachDay reserves all rights not expressly granted to you in these Terms. 


INTELLECTUAL PROPERTY


Our Services and all materials therein, including software, images, text, graphics, illustrations, logos, trademarks, service marks, photographs, audio, videos, and music and all intellectual property rights related thereto, are the exclusive property of EachDay and its licensors. Except for the limited license expressly granted to you under these Terms, no other rights, licenses, or immunities are granted or shall be deemed to be granted under these Terms, either expressly, or by implication, estoppel, or otherwise. All rights not expressly granted by EachDay in these Terms are expressly reserved.

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user who uses our Services, or any part thereof, to infringe upon the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) allows copyright owners who believe that content on the Internet infringes on their rights under U.S. copyright law to pursue causes of action. If you know or have a good faith belief that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so on our Services, please contact us.


CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM EACHDAY


By using our Services, you agree we can communicate with you electronically, including emails, text messages, push notifications or alerts, and any other form of electronic communication that now exists or will come to exist.

We may send the following to you by any of the above-referenced means of electronic communication or by posting them on our Services: these Terms, including legal disclosures; future changes to these Terms, Privacy Policy, and other notices, legal communication, or disclosures and information related to our Services; information regarding your access to or use of our Services, including, but not limited to, notices regarding expiration and renewal of your subscription plan or changes to your subscription plan; disclosures, notices, or communications in connection with the registration, opening, or maintenance of your account or subscription plan; and announcements related to updates, charges, or alterations to our Services or subscription plans. Such communication is part of our Services which you cannot opt out of receiving.

You agree to promptly update your contact information, including your email address, if it changes, by providing such updated information through your account.

In order to access your electronic communications, you must have a computer, mobile device, or other device with Internet-browsing capabilities, an Internet connection, and a means to print or store notices and information through your browser software. Such technology requirements may change from time to time. 

You acknowledge and agree that (i) your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act; and (ii) you and EachDay intend that the Electronic Signatures in Global and National Commerce Act apply to the fullest extent possible to validate the ability to conduct business and communicate with you by electronic means.


COMMUNITY STANDARDS AND CONDUCT GUIDELINES


In exchange for the access and use of our Services, you agree to the following:

  • You will not access or use our Services for the purposes of or in furtherance of violating any law or regulation;
  • You will not access or use our Services to circumvent any laws, regulations, third-party rights, or EachDay’s policies or determinations; 
  • You may not alter, modify, create derivative works of, sell, license, or in any way exploit any part of our Services;
  • You will not copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of our Services without our express prior written authorization;
  • You will not post, list, or upload user content that is illegal or inappropriate on our Services; 
  • You will not create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal on our Services; 
  • You will not create a risk of any other loss or damage to any person or property on our Services;
  • You will not seek to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise on our Services;
  • You will not post or submit false, inaccurate, incomplete, misleading, deceptive, defamatory, or libelous information on our Services; 
  • You will not post any information or user content on our Services that we deem to be unlawful, harmful, fraudulent, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, pornographic, or otherwise objectionable;
  • You will not infinge the copyright, trademark, patent, publicity, moral, database, and/or intellectual property rights that belong to EachDay or third parties;
  • You will not violate, or assist others to violate, any right of a third party, including intellectual property rights, or otherwise engage in the unauthorized use of any proprietary content or materials;
  • You will not use our Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • You will not harvest or otherwise collect information about our Services or other users, without our express prior written authorization;
  • You will not use any robot, spambot, spider, crawler, scraper or other automated means or interface to extract data from our Services;
  • You will not impersonate any person or entity on our Services;
  • You will not decipher, reverse engineer, decompile, or disassemble our Services, or the software used to provide our Services, in whole or in part, or authorize, direct, or cause a third party to do so;
  • You will not access, tamper with, or use non-public areas of our Services or EachDay’s computer systems and infrastructure; and
  • You will not introduce viruses, time-bombs, worms, cancelbots, trojan horses and/or other harmful code into our Services.

Your use of our Services depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of our Services and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of these Terms, we may suspend or cancel your subscription and account. Any violation of this section may subject you to civil and/or criminal liability.


THIRD-PARTY CONTENT


Our Services may contain links to third-party information, products, services or other materials that are not owned or controlled by EachDay (such materials, “Third-Party Content”). We do not endorse or assume any responsibility for any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third-Party Content, or any Intellectual Property Rights therein. Certain Third-Party Content may be, among other things, inaccurate, misleading, or deceptive. 

Nothing in these Terms shall be deemed to be a representation or warranty by EachDay with respect to any Third-Party Content. We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. In addition, the availability of any Third-Party Content through our Services does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Content, nor does such availability create any legal relationship between you and any such provider. If you access a third-party website or service from our Services or share your personal information on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and EachDay’s Privacy Policy do not apply to your use of such Third-Party Content. 

You expressly relieve EachDay from any and all liability arising from your use of any Third-Party Content. Additionally, your dealings with or participation in promotions of advertisers found on our Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that EachDay shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. 

YOUR USE OF THIRD-PARTY CONTENT IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD-PARTY CONTENT (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY CONTENT). 


DISCLAIMER OF WARRANTIES  


YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS. THEREFORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPLICITLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, WITH RESPECT TO THE PLATFORM (INCLUDING ANY PAID SERVICE) AND THIRD-PARTY CONTENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EACHDAY OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. EACHDAY MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED OR SECURE BASIS.  WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON OUR SERVICES. EACHDAY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EACHDAY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, INTERRUPTIONS, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EACHDAY RELIES UPON USERS TO PROVIDE ACCURATE INFORMATION AND GENERAL PRODUCT SAFETY. EACHDAY DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH OUR SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. 

ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS SOLELY AT YOUR OWN RISK. EACHDAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR OTHER THIRD-PARTY THROUGH OUR SERVICES OR ANY HYPERLINKED WEBSITE OR APPLICATION OR THIRD-PARTY SERVICE, AND EACHDAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY USERS OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FURTHER, EACHDAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR APPLICATION OR SERVICE, AND EACHDAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.


LIMITATION OF LIABILITY AND INDEMNITY


YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL EACHDAY, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (I) THE USE OR THE INABILITY TO USE OUR SERVICES; (II) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OUR SERVICES OR APPLICATIONS LINKED TO OUR SERVICES, (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES.

YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY EACHDAY, ITS AFFILIATES, AND ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, OR SUCCESSORS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF OUR SERVICES.

YOU UNDERSTAND AND AGREE THAT THE CANCELLATION OR TERMINATION OF YOUR SUBSCRIPTION IS YOUR SOLE REMEDY WITH RESPECT TO ANY DISPUTE WITH US INCLUDING, WITHOUT LIMITATION, ANY DISPUTE RELATED TO, OR ARISING OUT OF: (I) THESE TERMS OR OUR ENFORCEMENT OR APPLICATION THEREOF; (II) ANY PRACTICE OR POLICY OF EACHDAY INCLUDING THESE TERMS AND OUR PRIVACY POLICY, OR OUR ENFORCEMENT OR APPLICATION OF THESE POLICIES; (III) THE CONTENT AVAILABLE THROUGH OUR SERVICES OR ANY CHANGE IN CONTENT PROVIDED THROUGH OUR SERVICES; (IV) YOUR ABILITY TO ACCESS AND/OR USE OUR SERVICES; OR (V) THE AMOUNT OR TYPES OF OUR FEES OR CHARGES, SURCHARGES, APPLICABLE TAXES, OR BILLING METHODS, OR ANY CHANGE TO OUR FEES OR CHARGES, APPLICABLE TAXES, OR BILLING METHODS.

THE MAXIMUM LIABILITY OF EACHDAY AND ITS AFFILIATES AND ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR SERVICES. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EACHDAY AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE SERVICES, OR THESE TERMS & CONDITIONS MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THESE TERMS.


GOVERNING LAW AND JURISDICTION


All matters relating to these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or our Services shall be instituted exclusively in the United States District Court for the Southern District of Florida or the appropriate courts of the State of Florida located in the City of Miami and County Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


NO CLASS OR REPRESENTATIVE ACTIONS


YOU AND EACHDAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHERMORE, YOU AGREE THAT NO CLAIMS MAY BE CONSOLIDATED. 


MEDIATION


In the event a dispute shall arise from these Terms or use of our Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, you agree to resolve the dispute by individual mediation with a mediator selected by the parties in accordance with the mediation procedures of United States Arbitration & Mediation, applying Florida law. The parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.


The parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.


DISPUTES BETWEEN USERS


If there is a dispute between users of our Services, or between users and any third party, you understand and agree that EachDay is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release EachDay, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Services.


WAIVER AND SEVERABILITY


No waiver by EachDay of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of EachDay to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect, or the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.


ENTIRE AGREEMENT


These Terms constitute the entire agreement between you and us regarding the use of our Services. These Terms and our Privacy Policy supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Services. 


CONTACT INFORMATION


If you have any questions about these Terms, please contact us at hello@eachday.health