PWNHealth LLC, its affiliates and its properties ("Company" or "we," "our," or "us") is offering the following service (“Service”) to you: (1) you may request those laboratory tests which you have indicated through submission of this request form (“Form”); (2) upon receipt of the information in this Form, we will transmit the information to a board certified physician to determine whether your requested laboratory test will be authorized; (3) if your laboratory test is authorized, we will submit a laboratory requisition to you and a laboratory; and (4) when we receive your laboratory results from the laboratory, we will inform you of the results. Upon issuance of a laboratory requisition, you are responsible for arranging with the laboratory for a specimen deposit to be taken. Except for the Service described, we are offering and you are purchasing no other service or product from us through submission of this Form. THERE IS NO GUARANTEE THAT YOUR LABORATORY TEST REQUEST WILL BE AUTHORIZED. NO LABORATORY USED BY US IS AFFILIATED WITH THE COMPANY. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF OUR SERVICES AND SUBMISSION OF THIS FORM. These Terms and Conditions (“TOC”) only apply to the Services requested through submission of this Form, and not to any other web site or any other services, products or activities by Company. By marking the box next to “I Agree” or making a similar indication and submitting the Form to us, you shall have hereby agreed to all of the terms and conditions set forth in these TOC and the purchase of the Services requested (“Agreement”). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THE TOC, DO NOT SUBMIT THIS FORM AND PLEASE EXIT THIS WEBPAGE.
Representations and AcknowledgementsYou hereby acknowledge, agree, represent and warrant the following:
- You are over the age of 18 years old (or appropriate age of majority in the state were you reside) and are an individual residing in United States;
- You are purchasing the Service for informational purposes only, and no portion of the Service constitutes diagnosis or treatment of any condition, illness or disease (the Service does not constitute medical practice);
- You have a primary care physician and the Service is not being used in substitute for the care, medical advice or treatment provided by your primary care physician;
- You have the requisite legal capacity to enter into this Agreement;
- You are not residing in a country outside of the United States or its territories, the state of New York or any other state where use of the Service may be in violation of law;
- No laboratory has referred you to our Service or otherwise recommended our Service to you;
- You are requesting the Service for your own personal use and not for commercial or promotional use or for resale;
- You are requesting the Service voluntarily without influence of another party;
- You are not relying on our Service or any physician who may authorize a laboratory test request or contact you through the Service to be your primary care physician;
- You are requesting the laboratory tests set forth in the Form you submitted and consent to the procedures necessary to retrieve a specimen deposit if your laboratory test is authorized;
- All information provided by you to us through this Form or otherwise (“User Upload Information”) is true, accurate and complete in all respects and such information concerns you and not another person;
- You are not requesting, and we are not providing, any prescription services, drugs or medication;
- The funds you are paying for the Service are those of your own and you will not seek reimbursement of the fee you are paying for the Service through Medicare, Medicaid, any program governed or sponsored by any federal or state authority, or any insurance carrier;
- You will use the Service in accordance with all applicable laws;
- You have obtained all requisite rights, approvals, authorizations, licenses, registrations, declarations, waivers, filings, consents, and permits, including authorization and releases required or necessary (“Consents”) in order for us to use the User Upload Information and to deliver the Services in accordance with the terms herein; and
- You have delivered the User Upload Information in legible form to use in order for us deliver the Service herein.
Disclaimers on Service
The Service offered does not constitute the practice of medicine or diagnosis of any particular disease state or medical condition. If the physician who authorizes the laboratory request (together with his agent, “Consulting Physician”) contacts you, the Consulting Physician will not be diagnosing any condition – rather the Consulting Physician is giving you an interpretation that is based strictly on your laboratory test results and is not a treatment decision. You are solely responsible for forwarding the test results to your primary care physician and for initiating follow up with your primary care physician for medical treatment or to obtain an interpretation of the laboratory test results. The Service is not an insurance product nor a prescription fulfillment warehouse. Notwithstanding anything to the contrary contained herein, the Service is being provided subject to requirements under applicable law. You are solely responsible for obtaining and maintaining all equipment, wiring, network, servers, applications, software, properties, cabling, systems, facilities or functional environment (“Network”) requirements necessary to receive and use the Services, including all internet, connectivity, electricity and communication equipment, and you are solely responsible for any and all charges, expenses and costs in connection therewith. The Company hereby disclaims responsibility for all activities of any user that occur under any user account and password, if any, used by you in connection with the Service and you agree that you will not sell, transfer, loan or assign the user accounts or cause or permit any other person to use such user account other than for yourself. You are solely responsible for any and all use under such user account.
The laboratory used by the Service to test your specimen deposit is not affiliated with us and their testing services does not constitute part of the Service. We are not a testing laboratory. You consent to the withdrawal of a specimen deposit (e.g., blood) from you through appropriate laboratory means (e.g., by needle or lancet), and to the testing of any specimen deposit by the laboratory used with this Service. You understand and acknowledge that while the risk of harm may be small, persons have been injured during the specimen deposit. Accordingly, YOU HEREBY FULLY ASSUME THE RISK FOR INJURY OR LOSS (AS DEFINED BELOW) WHICH MAY ARISE FROM, BE CONNECTED WITH OR OTHERWISE RESULT FROM THE SPECIMEN DEPOSIT, SERVICES, WITHDRAWAL OF A SPECIMEN DEPOSIT, TEST PROCESS AND INTERPRETATION OF A TEST RESULT. YOU HEREBY FULLY AND IRREVOCABLY FOREVER RELEASE AND DISCHARGE THE COMPANY, PHYSICIANS, LABORATORIES, VENDORS AND THEIR AFFILIATES, AND THEIR PERSONNEL, DIRECTORS, OWNERS, MANAGERS, PARTNERS, OFFICERS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) FROM AND AGAINST ALL LIABILITY, LOSS, CHARGES, COSTS, EXPENSES, DAMAGES, PENALTIES (COLLECTIVELY, “LOSSES”), CLAIMS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, LAWSUITS, DEMANDS, DISPUTES AND CAUSES OF ACTION (COLLECTIVELY, “CLAIMS”) ARISING FROM, CONNECTED WITH OR RESULTING FROM THE SPECIMEN DEPOSIT, SERVICES, WITHDRAWAL OF A SPECIMEN DEPOSIT, TEST PROCESS OR INTERPRETATION OF A TEST RESULT.
The Consulting Physician used to delivery the Service is an independent board certified physician. The Consulting Physician will use his own professional judgment in determining whether to authorize a laboratory test request. We do not guarantee that your laboratory test request will be authorized.
Laboratory Test Requisition
When your laboratory test request has been authorized and you have received your laboratory requisition, your laboratory requisition form is valid for up to 6 months from the date of purchase. There will be no refund available if you do not get tested within this time period.
Acceptable UseYou will not, directly or indirectly, use the Service to:
- Upload, post, e-mail, transmit, display, distribute, promote, advocate, broadcast, or otherwise make available or accessible: (i) any material that is false, inaccurate, misleading, deceptive, unlawful, threatening, tortuous, disparaging (including disparaging of Company, its parent, subsidiaries or affiliates), anything that adversely affects Company business such as discouraging any person or entity from advertising with, linking to or supplying to Company, abusive, libelous, distasteful, controversial, defamatory, derogatory, discriminatory, slanderous, disparaging, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in Company's sole discretion (collectively, “Questionable Content”); (ii) information, software, or other material that violates, plagiarizes, trespasses, contravenes or breaches, misappropriates or infringes the rights of third parties including, without limitation, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of cracker utilities), trademark, patent, trade secret, rights of privacy or publicity or any other proprietary or intellectual property right (“Infringement”); (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, malware, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user's uninhibited use and enjoyment of the Company’s properties, interferes with or disrupts the Company’s properties or servers or networks connected to the Company’s properties, or disobeys any requirements, procedures, policies or regulations of networks connected to the Company’s properties (collectively, “Virus”); (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to the Company’s properties, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to the Company’s properties; or (v) any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, requests for money, petitions for signature, or any other form of solicitation (collectively, “Junk Mail”);
- Encourage, promote, solicit, advocate or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Company’s properties are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
- Use or attempt to use another's information, account, password, service or system except as expressly permitted;
- Solicit or collect personal data including telephone numbers, addresses, last names, or email addresses, about other users;
- Copy or adapt the HTML code used to generate web pages on the Company’s properties;
- Use or attempt to use engines, manual or automated software, tools, devices, agents, scripts robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, “scrape,” “crawl,” or “spider” any web pages provided on the Company’s properties other than the search engine and search agents available from Company and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari);
- Post URLs or links to other web sites;
- Post advertisements or solicitations for business;
- Delete or revise any material posted by any other person or entity;
- Send unsolicited commercial communication to another user; or
- Aggregate, copy or duplicate in any manner any of the content on this Form or information available from any of the Company’s properties, without the express written consent of Company.
Use and Disclosure of Submitted Information and Results
The web site operated by the Company through this Service or otherwise provided through this Form (“Website”) is being licensed to you in accordance with the terms herein for your own personal use and not for further resale or other use. All Work created, authored, developed, designed, rendered or otherwise manufactured by the Company or its Representatives, including, without limitation, the Website (and all updates, improvements, upgrades, versions, fixes, patches, and enhancements thereto) and Work created as a result of or made in connection with this Agreement or the Services, shall be exclusively owned by the Company or third parties from whom Company has secured the right to use the same. “Works” means works of authorship, algorithms, blueprints, diagrams, notebooks, lists, plans, prototypes, products, tools, records, analysis, forecasts, charts, creations, developments, discoveries, information, data, ideas, know-how, drawings, models, inventions, techniques, systems, formulae, databases, architecture, translations, memorandum, reports, documentation, computer programs (and all configurations and set ups of any such program and all templates reflecting the same), source code, object code, designs, specifications, inventions, improvements, materials, software, applications, flow charts, notes, outlines, compilations, manuscripts, writings, pictorals, schematics, logos, mask-works, templates, innovation, copyrights, patents, methods, trademarks, processes or any other intellectual property rights in any form of expression and proprietary rights therein and derivative works and compilations and collective works therefrom in any state of completion or progress. All Work is owned by the Company or its licensors and is protected by copyright laws of the United States, by laws of other nations, and by international copyright treaties. The Website is licensed in accordance with the terms herein, not sold. The use, reuse, access, storing, copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, alteration, display, archiving, sub-licensing, transferring, posting, translating, creating derivative works, assigning, loaning, pledging, granting of a security interest, granting of a lien, encumbering, conveying, transferring, downloading, exchanging, exhibiting, performing, exploiting, uploading, transmitting, broadcasting, hosting, indexing, caching, tagging, encoding, compiling, adaptation, creation of a collection with, or publication, directly or indirectly, of the Website, including the removal or alteration of advertising, except expressly permitted under the limited grant of rights hereunder, is strictly prohibited. You will not not copy, modify or adapt the object code or other code of the Website, or reverse engineer, disassemble, decompile, reverse assemble, modify or attempt to discover any source code of the Website. You will not modify, delete or otherwise alter the Website functions, tools, devices, agents, scripts, robots or other means, devices, mechanisms, watermarks, digital marks, fingerprints, or processes (including, but not limited to, robots, avatars or intelligent agents) associated with the functioning of the Website. You will not take any action to test the security of the Website or otherwise violate the security of the Website. Subject to the terms of this Agreement, during the term of this Agreement, we hereby grant you a limited, revocable, non-perpetual, personal, noncommercial, nonexclusive, nontransferable, non-sublicensable, non-assignable object code license to access, execute and run the Website in the United States solely to the extent necessary to use the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, NOR FOR ANY BREACH OR DEFAULT UNDER THIS AGREEMENT, ARISING OUT OF, RELATED TO OR IN CONNECTION WITH ANY OF THE FOLLOWING: (a) internet, electricity, power, utility or connectivity interruptions or delays; (b) your Network; (c) use of the Services or Website which is not permitted hereby; (d) any instruction, authorization or direction provided by your or acts/omissions by you; (e) force majeure; (f) scheduled maintenance to the Website; (g) your modification of the Website; and (h) the services performed by the laboratories. Except for a party’s payment obligations hereunder, neither party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, terrorism, government requirement, strikes, material shortages, labor disruptions, civil or military authority, act of God, act or omission of carriers, or other similar causes beyond its control. If any such event of force majeure occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the party suffering such delay or failure shall not be deemed in default hereunder or suffer recourse as a result thereof provided such party shall resume performance of its obligations hereunder once the condition ceases.
Information You Submit
Your User Upload Information is your sole responsibility and you are responsible for the collection and proper submission thereof to us. This means that you, and not Company, are entirely responsible for all of your User Upload Information that you upload. Under no circumstances will Company or its Representatives be liable in any way for any legality, accuracy, authenticity, reliability, sufficiency, truth, suitability, quality, validity, timeliness, completeness, adequacy, currency of any User Upload Information.
You represent and warrant the following as to your User Upload Information: it is an original work by you or you have all necessary rights in it and to submit it to Company under the terms of these TOC; it does not breach any of the requirements set forth in this TOC; and it will not violate any law, rule, or regulation. You further agree that you are solely liable for any and all Claims and Losses connected to, resulting from, related to or arising from your breach of any representation or warranty herein, or other violation of the terms of the TOC.
Disclaimer of Warranties
THE SERVICES AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED "AS IS," "AS AVAILABLE, " AND "WITH ALL FAULTS." COMPANY AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY USE OR INABILITY TO USE OF, AND EACH MAKE NO REPRESENTATION OR WARRANTY OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT,: (A) THE SERVICES; (B) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE SERVICES; (C) THE MESSAGES, COMMUNICATION AND INFORMATION DELIVERED FROM THE SERVICES, OR BY THE COMPANY OR ITS REPRESENTATIVES; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES WEBSITE.
NONE OF THE COMPANY OR ITS REPRESENTATIVES REPRESENTS OR WARRANTS THAT THE SERVICES, ANY OF THE SERVICE FUNCTIONS OR ANY THE MESSAGES, COMMUNICATION AND INFORMATION DELIVERED FROM THE SERVICES OR BY THE COMPANY OR ITS REPRESENTATIVES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT YOUR ACTIVITIES OR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR SUCH EVENTS AND SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SERVICES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
FURTHER, COMPANY AND ITS REPRESENTATIVES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE OR THOSE RELATING TO LEGALITY, ACCURACY, AUTHENTICITY, RELIABILITY, SUFFICIENCY, TRUTH, SUITABILITY, QUALITY, VALIDITY, TIMELINESS, COMPLETENESS, ADEQUACY, OR CURRENCY. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.
Disclaimers/Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE SERVICES AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, GENERAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS, LOSS OF DATA, LOST SAVINGS, OR LOSSES ARISING FROM BUSINESS INTERRUPTION) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO OR IN CONNECTION WITH (1) THE TOC, THE SERVICES, ANY MESSAGES, COMMUNICATION AND INFORMATION DELIVERED FROM THE SERVICES OR BY THE COMPANY OR REPRESENTATIVES, OR USER UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SERVICES; AND (4) ANY ERRORS OR OMISSIONS IN THE SERVICE’S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITE). TO THE EXTENT ANY LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION, THE MAXIMUM LIABILITY OR LOSS OF THE COMPANY AND ITS REPRESENTATIVES TO YOU SHALL NOT EXCEED THE COST OF THE SERVICES PURCHASED BY YOU.
THE COMPANY AND ITS REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES TO YOUR COMPUTER, MODEM, CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY.
IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO REQUEST FOR A REFUND OF YOUR FEE PAID FOR THE SERVICE.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY LOSSES OR INJURIES THAT ARISE OUT OF COMPANY'S OR ITS REPRESENTATIVES’ ACTS OR OMISSIONS, THE LOSSES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY USE OR EXPLOITATION OF THE SERVICE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE USE, DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SERVICE OR ANY OTHER COMPANY PROPERTY OR PRODUCT.
YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
TO THE EXTENT CERTAIN JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY HEREUNDER OR OTHERWISE RENDER ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY UNENFORCABLE, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL BE MODIFIED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless the Company and Representatives with respect to any and all Claims and Losses, including attorneys' fees, arising out of, related to or in connection with this TOC, including, without limitation: (a) your use of the Services; (b) your violation of these TOC or any law, rule or regulation; (c) your use of the test results; (d) your disclosure of any access code or password related to the Service to others; (e) any agreement or relationship you have with a third party; or (f) any of your User Upload Information. You will use your best efforts to cooperate in the defense of any claim which indemnification is sought. Notwithstanding the foregoing, in the event you fail to properly assume defense of such claim or respond thereto within a reasonable period of time, or fail to properly defend such claim in a diligent and competent manner, Company may assume sole control and defense thereof and, upon such event, Company retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Company or Representative herein under the terms and provisions of this Section on your account and on your risk. Company may participate in the defense of any such claim (or portions thereof) at its expense if it deems its interests conflict with those of yours in your defense thereof. In no event shall you settle or consent to any order on any claim without Company's prior written approval.
THESE TOC AND THE INTERPRETATION OF THESE TOC SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE OR THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT.
Jurisdiction and Venue
You waive all rights to trial by jury in any action or proceeding instituted in connection with these TOC. Any controversy or claim arising out of or relating to these TOC and/or the Service (or the enforceability thereof) shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, in the City of New York, County of New York, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Any matters or proceedings that are not subject to arbitration as set forth in this Section of these TOC and/or for entering any judgment on an arbitration award, shall take place in the State of New York, in the City of New York, County of New York. You waive the defense of forum non conveniens.
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Service. These TOC (and the referenced policies) contain the sole and entire agreement between the parties with respect to the Service being requested and supersedes any and all other prior written or oral agreements between them. The section titles in these TOC are for your convenience only and do not have any legal or contractual effect. You agree that these TOC will not be construed against Company by virtue of having drafted these TOC. If any provision of these TOC shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these TOC. No waiver on the part of Company of any of these TOC will be of any force or effect unless made in writing and signed by a duly authorized officer of Company. All work performed by us in connection with the Services described in this Agreement shall be performed by us as an independent contractor and not as the agent or employee of you. Nothing contained herein shall be construed as creating a partnership, joint venture or agency relationship. Amendments, modifications, or supplements to this Agreement shall be permitted only in writing signed by the authorized representatives of the Company. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. Except as expressly set forth herein, nothing contained herein shall be construed or is intended to give any person, other than the parties named herein, any legal or equitable rights or remedies in respect of or under this Agreement. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of Company and you shall be construed and enforced accordingly. The Company shall not be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, terrorism, government requirement, strikes, material shortages, labor disruptions, civil or military authority, act of God, act or omission of carriers, or other similar causes beyond its control. The Services may not be available to you if you reside in certain states as prohibited by law.
You hereby agree to purchase Services and pay for fees in respect of the Services requested in this Form. Company will provide the Service subject to the conditions herein. You hereby authorize the Company to charge the credit card which you have provided in the appropriate amount for the Services so requested. A portion of your fees may be used for reimbursement for laboratory testing services, administrative processes, management of your test request, and other related expenses which you acknowledge and consent to. Upon your written request, we may provide to you the cost of laboratory testing. You represent that the information on the credit card you have provided is your own. You shall pay all applicable taxes relating to use of the Services.
You understand and agree that Company will determine your compliance with these TOC in its sole discretion. Company reserves the right to terminate this Agreement at any time with or without notice for any reason.