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Terms of Use

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Effective Date: 12.01.17

iRel8 Terms of Use

iRel8 a dba of TchTnk LLC (“iRel8”) offers certain mental health iRel8.org a dba of TchTnk LLC(“iRel8”, “we”, “us” or “our”) offers certain mental health services (the “iRel8 Services”) to mental health professionals (each a “Professional”) for the benefit of those Professional’s patients (each a “Patient”) and/or our users (each a “User”). Professionals, Patients, and Users are collectively called app users (each a “App User”).

 

A more detailed explanation of the iRel8 Services can be found at iRel8’s website, at https://irel8.org.  If an App User uses any or all of the iRel8 Services, such accepts and agrees to comply with the following terms and conditions of use (these “iRel8 Terms of Use”).  If a patient of any Professional avails himself or herself of any iRel8 Services via such Professional, or if any person uses this website (each a “Website User” and, collectively with the Users, then, in each case, such App User accepts and agrees to comply with the iRel8 Terms of Use.

 

  1. iRel8 Services:

 

Description of Service: iRel8 offers an internet-based service that enables App Users to access a mobile based communication platform to facilitate mental health wellness. The app may be used to send private, group, commercial messages, or email (“Messages”) between App Users and us. iRel8 provides App Users with tools with which to deliver such Messages, and as well provides for their delivery to App Users in a variety of ways – for example, through in-app Messages and push notification services (“Notificaitons”). The iRel8 Services may include, without limitation: Messages, App User profiles, App User ratings, Notifications, emergency alert mechanisms, text communication, video communication, prizes and products, and email.  A more detailed explanation of the iRel8 Services can be found at iRel8’s website, at https://irel8.org/.

 

General Restrictions on Use: App User will at all times send Messages only as prescribed by iRel8 or within the legal extend of the law. App User may not use the iRel8 Service to promote any products or services that it does not offer and sell directly to App Users. App User may not change the privacy policies established by iRel8 for App Users. Where as allowed, Professionals may sign up with us to sell or promote their services to App Users.

App User must comply with a host of federal and state laws in using the iRel8 Service, and App User accepts and assumes sole and exclusive responsibility to comply with these laws. In this regard, iRel8 strongly encourages App User to refer to the following non-exclusive list of laws and resources to help combat possible legal violations relating to its use of the iRel8 Service in the US (Please check with your local laws outside of the US for further local restrictions, laws, and permissible communications):

 

 

App User should carefully review the laws listed above, and is responsible for compliance with such laws.  Similarly, iRel8 encourages Professional to review the laws of the state or states in which it operates or to which it sends Messages via the iRel8 Service, and is responsible for compliance with such laws.

 

iRel8 has also adopted its own restrictions applicable to the use of the iRel8 Services. These restrictions in many cases track the requirements of applicable law, and are discussed below. App User’s failure to follow these restrictions, for example by creating and sending Messages in a manner contrary to these restrictions, will not be tolerated by iRel8, and is done at App User’s own risk. App User is also advised that its adherence to these restrictions will not assure that App User will be compliant with all federal and state laws applicable to it.

 

 

Developing Message Content: App User acknowledges and agrees that iRel8 is not a publisher of the content contained in App User’s Messages. App User understands that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages or other materials (“Content“), whether publicly posted or privately transmitted by App Users, is the sole responsibility of App User. This means that App User, and not iRel8, is entirely responsible for all Content that App User uploads, posts, transmits or otherwise makes available via the iRel8 Service. iRel8 does not control the Content posted via the iRel8 Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will iRel8 be liable (including, without limitation, to any App User) for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the iRel8 Service.

 

The following is a non-exclusive list of Content (and related products and services) that iRel8 prohibits (“Prohibited Content”):

 

  • Pornography or pornographic products, including magazines, video and software.
  • Escort services.
  • Illegal goods or contraband.
  • Pirated computer programs.
  • Instructions on how to assemble or otherwise make bombs, grenades or other weapons.
  • Material that exploits children less than 18 years of age.
  • Products or services frequently associated with unsolicited commercial email, a.k.a. SPAM, such as online and direct pharmaceutical sales, health and sexual well-being products, work at home businesses, credit or finance management, credit repair and debt relief offerings, stock and trading tips, get rich quick, and mortgage finance offers, and betting/gambling services, including poker, casino games, racing and sporting events.
  • Sweepstakes, contests and promotions.
  • Alcohol (other than beer and wine, which is permitted), drugs, tobacco or other controlled substances.
  • Material that is offensive or objectionable, including blatant expressions of bigotry, prejudice, racism, hatred, and profanity, or obscene, lewd, lascivious, filthy, or violent.
  • Disclosure of personally identifiable or private information of another person, or information reasonably linkable to another person, without such other person’s consent (or a parents’ consent in the case of a minor).
  • Products or services that are unlawful in the location at which the Content is posted or received.
  • Software containing viruses, worms, harmful code and/or Trojan horses.
  • Pyramid schemes or multi-level channel and/or network marketing (MLM) businesses.
  • Material that is libelous, defamatory, scandalous, threatening, or harassing.
  • Material that advocates, promotes or otherwise encourages violence or which provides instruction, information or assistance in causing or carrying out violence.
  • Material that infringes upon the intellectual property rights of another.
  • Advertising that is illegal or actionable under, or not in compliance with, any federal, state or international law, including prohibitions against unfair and deceptive, or false or misleading, advertisements or business practices.

 

iRel8 reserves the right to investigate any infractions into our Terms of Use and if any App User is found to be in violation of our Terms of Use they may be removed for banned from any or all of iRel8 Services.

 

  1. Users

 

Description of Use:  Users may use one or more of the following (collectively the “User Services”): (i) one or more of the iRel8 Services via one or more App Users, our mobile application iRel8 (“Mobile App”), and (ii) this website.  By using any of the foregoing, such App User agrees to be bound by the terms of this iRel8 Terms of Use, to the extent applicable to App Users.  Each App User agrees not to use any User Services for any reason related to any Prohibited Content.

 

Restrictions on Use:  Each App User agrees not to use any User Services for any reason related to any Prohibited Content or otherwise prohibited by law.

 

User Profile:  App User agrees that iRel8 may maintain a profile of App User’s use of the User Services (the “User Profile”), and that such User Profile may track the App User’s use of the User Services over time and may analyze the App User’s use of the User Services, in each case not in violation of these iRel8 Terms of Use or iRel8’s Privacy Policy (https://irel8.org/privacy-policy).  App User maintains the right to request at any time that iRel8 discontinue the use of such User Profile by emailing or calling iRel8, provided that iRel8 may continue to use the data from such User Profile obtained prior to App User’s request for discontinuance.

 

User Messages: App User agrees that iRel8 may send messages to the App User regarding the User Services either via the User Profile or by email to an email address expressly provided by the App User to iRel8.  Every email sent by iRel8 Service will be automatically appended with an opt-out link that will allow App User to remove such App User’s email address from iRel8’s contact list, and a notice of App User’s right to opt-out. App User may opt-out of receiving massages from iRel8 via the App User’s User Profile by calling or emailing iRel8 and requesting that iRel8 discontinue the use of such App User’s User Profile.

 

  1. General Terms of Use

 

Taxes: Professional will be responsible for all taxes that arise in any jurisdiction, including value added, consumption, sales, use, gross receipts, excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges imposed on or incident to the provision, sale or use of the iRel8 Services. The foregoing excludes any tax based upon iRel8’s net income.

 

License: The iRel8 Services are licensed and not sold. As such, iRel8 reserves all rights in and to the iRel8 Services not expressly granted to App User in these iRel8 Terms of Use. Without limiting the foregoing, iRel8 retains ownership of all devices provided by iRel8, if any, in connection with the delivery to App User of the iRel8 Services.

 

iRel8 grants to App User a limited, non-exclusive, non-transferable, and revocable license to access and use the iRel8 Services, subject to these iRel8 Terms of Use.  iRel8 reserves the right at any time to modify or discontinue, temporarily or permanently, App User’s access to and/or use of the iRel8 Services, or any part thereof. iRel8 may also adopt additional restrictions regarding the use of the iRel8 Services, or any part thereof. Such actions may be taken by iRel8 with or without notice.   App User may not grant any third-party any rights in the license granted herein, or sublicense it or in any way transfer any of App User’s rights under this license.

 

App User may not, nor may it permit any third party to, do any of the following: (i) access or monitor any material or information on the iRel8 Services using any manual process or robot, spider, scraper, or other automated means unless expressly authorized by TMS; (ii) copy, reproduce, alter, remove, modify, create derivative works, publicly display, republish, upload, post, transmit, sell or distribute in any way material or information concerning the iRel8 Services; (iii) permit any third party to use and benefit from the iRel8 Services; (iv) work around, bypass, or circumvent any of the technical limitations of the iRel8 Services, use any tool to enable features or functionalities that are otherwise disabled in the iRel8 Services, or decompile, disassemble or otherwise reverse engineer the iRel8 Services, except to the extent that such restriction is expressly prohibited by law; (v) perform or attempt to perform any actions that would interfere with the proper working of the iRel8 Services, prevent access to or use of the iRel8 Services by iRel8’s other users, or impose an unreasonable or disproportionately large load on iRel8’s infrastructure; or (vii) otherwise use the iRel8 Services except as expressly allowed under these iRel8 Terms of Use.  App User may not, nor may it permit any third party to, do any of the foregoing with respect to the User Services.

 

iRel8 does not claim ownership of any content or data that App User designs, submits or makes available for use or inclusion in connection with the iRel8 Services (including but not limited to any Content related to the iRel8 Services). However, with respect to all feedback, comments, likenesses, data and other content that App User supplies to iRel8, including but not limited to App User’s name, logo, trademark, service marks or copyrights, App User grants to iRel8 a perpetual, worldwide, unlimited, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such content in connection with the iRel8 Services and elsewhere for the purpose for which such content was submitted or made available, and also for the purpose of promoting the iRel8 Services.

 

All of App User’s right, title and interest in and to any ideas, feedback, drawings, and/or content App User generates that lead directly or indirectly to improvements in the iRel8 Services, new products introduced by iRel8, or new business lines (and all proprietary rights with respect thereto), are hereby assigned by App User to iRel8. App User also hereby waives any moral rights App User may have in and to the foregoing.

 

Privacy: In using the iRel8 Services, App User may be required by federal and state privacy laws, among other things, to maintain a privacy policy and to comply with that policy relating to App User’s use of information of App User. App User is strongly encouraged to speak with a qualified adviser regarding App User’s practices and applicable privacy laws.

 

iRel8 will have access to the data associated with App User’s use of the iRel8 Services, including but not limited to the issuance of Messages. iRel8 will handle this information in accordance with its privacy policy, which is available for review at: https://irel8.org/privacy-policy.

 

App User must also comply with the privacy policy of iRel8 in the use of the iRel8 Services.

 

Member Account and Password: To access the iRel8 Services, each App User must use a validated email address and password or by a third party login service (“Login Service”). Each App User will: (i) keep the password or Login Service confidential; (ii) not allow any other entity or person to use the user name or password, or gain access to iRel8’s database; (iii) be liable for all action taken by any App User of their login methods for their App User login and (iv) promptly notify iRel8 if App User believes their user account has been used inappropriately or the confidentiality of the information made available through such use has been compromised.

 

The use of the user name or password does not grant App User ownership of such user name or password, which is retained by iRel8. iRel8 may temporarily or indefinitely revoke a App User’s account, privileges, or access at any time for any or no reason and without liability to App User, as applicable.

 

No Other Representations or Warranties: The iRel8 Services are at all times provided “as-is” and “as-available.”  App User disclaims all representations and warranties of any kind, and App User acknowledges and agrees that neither iRel8 nor any of iRel8’s affiliates, agents, contractors, directors, employees, investors, licensors, other Professionals, officers, owners, resellers, App Users, or suppliers makes any representations or warranties of any kind, either express or implied, regarding the iRel8 Services, except as expressly provided in these iRel8 Terms of Use.

 

Fees: iRel8 may charge a fee to any App User for use of the iRel8 Services. If such a fee is charged, it will be explained in a separate application or agreement between iRel8 and App User. App User may not share a iRel8 account between or among other App User.

 

Termination/Cancellation: App User may cancel its subscription to the iRel8 Services or the User Services, as applicable, at any time by emailing or calling iRel8. iRel8 may terminate, disable, restrict, suspend or cancel any App User’s access to the iRel8 Services, in each case at any time with or without cause, and with or without notice. iRel8 shall have no liability to any App User or third party because of such action. Notwithstanding the cancellation by App User of its subscription to the iRel8 Services, or the termination, disabling, restriction or suspension of App User’s access thereto (collectively, a “Termination”), App User shall remain liable and responsible for satisfying all financial and other obligations arising from its participation (including the payment of any and all applicable fees, charges and other amounts) that may have accrued prior to the effective date of the Termination (including, without limitation, to iRel8 and any App User). App User shall cease using materials, properties and portals provided by iRel8 after Termination.

 

Limitation of Liability and Indemnification: Each App User agrees that iRel8, and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents, will benefit from, and be protected by, the following limitation of liability and warranty provisions:

 

(a)        APP USER, AS APPLICABLE, AGREES AND ACKNOWLEDGES THAT IREL8 SHALL HAVE NO LIABILITY, EITHER IN TORT, CONTRACT OR IN COMBINATION THEREOF, FOR CLAIMS ARISING IN CONNECTION WITH THE IREL8 SERVICES OR APP USER SERVICES, EXCEPT IN THE CASE OF GROSS OR WILLFUL MISCONDUCT ON THE PART OF IREL8. ANY SUCH CLAIMS ARE SUBJECT TO LIMITATIONS SET FORTH BELOW AND IN NO EVENT SHALL IREL8 BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES OR LOST BUSINESS OPPORTUNITIES.

 

(b)            THE LIABILITY, IF ANY, OF IREL8, WHETHER TO ANY TYPE OF APP USER OR TO ANY OTHER PARTY, WHATEVER THE BASIS OF LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY APP USER TO IREL8 DURING THE MONTH IN WHICH THE ACTION OR OMISSION GIVING RISE TO THE LIABILITY OCCURRED. IN NO EVENT WILL THE LIABILITY OF IREL8 IN CONNECTION WITH THE IREL8 SERVICE OR APP USER SERVICES EXCEED $500.

 

(c)            EXCEPT AS EXPRESSLY PROVIDED HEREIN, IREL8 MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE IREL8 SERVICES, AND NOTHING CONTAINED IN THE IREL8 TERMS OF USE WILL CONSTITUTE SUCH A WARRANTY. IREL8 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.

 

App User hereby agrees to defend, indemnify and hold harmless iRel8 and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from (i) any alleged violation of the iRel8 Terms of Use and/or any law, (ii) the Content or effects of any Message that App User distributes, and/or (iii) App User use of the iRel8 Services or App User’s use of the User Services, as applicable.

 

Furthermore, App User understands and acknowledges that not every Message sent by the iRel8 Services will be received by the intended audience, and that iRel8 is not responsible for the delivery of data, or any other problems that may occur.  iRel8 will use reasonable efforts to ensure that the iRel8 Services are available on a 24/7 basis. However, there will be occasions when the iRel8 Services will be interrupted for maintenance, upgrades and repairs, or because of failure of telecommunications that are beyond iRel8’s control. iRel8 shall not be liable to App User for any modification, suspension or discontinuance of the iRel8 Services.

 

Without limiting any other protections afforded iRel8 under these iRel8 Terms of Use, iRel8 will not be held liable for failure to perform due to any contingency beyond its reasonable control such as acts of God, acts of government, war or other hostility, civil disorder, weather, fire, power failure, labor dispute, or other causes which are unavoidable.

 

In addition, App User acknowledges and agrees that iRel8 has the right to recover from App User, as applicable, damages incurred by iRel8 when such person uses the iRel8 Services or User Services, as applicable, for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the iRel8 Terms of Use, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.

 

Due to the open nature of Internet communications, no data transmission over the Internet can be guaranteed to be secure, and thus iRel8 cannot guarantee that communications between any App Users, on the one hand, and iRel8, on the other, will be free from unauthorized access by third parties.

 

Amendments: iRel8 may from time-to-time amend any provision of the iRel8 Terms of Use. iRel8 will provide notice to App Users of the amendment and, unless specified otherwise, the amended iRel8 Terms of Use shall become effective at the start of the first billing cycle after iRel8 has provided notice.

 

Governing Law: App User, as applicable, agrees that the transactions related to the iRel8 Services and/or the User Services, including but not limited to the delivery of the iRel8 Services and/or User Services, will be deemed to have occurred in Colorado. The iRel8 Terms of Use will be governed by Colorado law, without regard to its conflicts-of-law principles, and applicable federal law.

 

Jury Waiver: IN THE EVENT ANY CONTROVERSY OR CLAIM BETWEEN IREL8 AND APP USER SHALL ARISE IN ANY JUDICIAL OR LEGAL PROCEEDING, EACH SUCH PARTY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES ITS RESPECTIVE RIGHT TO TRIAL BY JURY OF SUCH CONTROVERSY OR CLAIM.

 

App User Dispute Notification: App User is responsible for the timely reconciliation of all issues related to the iRel8 Services. App User will promptly examine all statements relating to App User’s account and immediately notify iRel8 in writing of any errors. App User’s written notice must include: (i) App User name; (ii) the dollar amount of the asserted error; (iii) a description of the asserted error. This written notice must be received by iRel8 within thirty (30) days after App User received the periodic statement containing the asserted error.

 

Notices; Consent to Electronic Communications: App User, as applicable, confirms that it has the means to access the Internet through its own service provider and download or print electronic communications. App User agrees to the receipt of electronic communications by email or by the posting of such information by iRel8 at one or more of iRel8’s sponsored websites, such as https://irel8.org. Such communications may pertain to the iRel8 Services, the User Services, the use of information App User may submit to iRel8, changes in laws impacting the iRel8 Services or the User Services, or other reasons, such as amendment of the iRel8 Terms of Use or privacy policy. In addition, all notices and other communications to App User may also be delivered by iRel8 to App User either by email, FAX, overnight carrier or first class mail, postage or other charges prepaid, addressed and transmitted as set forth below. All notices and other communications by App User to iRel8 shall be delivered by App User to iRel8 by overnight carrier or certified mail, postage or other charges prepaid, addressed and transmitted as set forth below. Notice by FAX or e-mail shall be deemed delivered when transmitted. Notice by mail or overnight carrier shall be deemed delivered on the first (1st) business day after mailing or delivery to the carrier. Following are the addresses for the purposes of notices and other communications hereunder, which may be changed by written notice in accordance with this section:

 

iRel8
c/o TchTnk LLC

 

2112 W. Arapahoe Dr
Littleton, Colorado 80120

 

Publicity:  App User agrees that iRel8 may issue a press release or similar public announcement referencing App User as a customer of iRel8. App User also grants to iRel8 a limited license to use App User’s and its affiliates’ names, logos, trademarks, service marks or copyrights in any advertising, promotional or instructional materials for iRel8 or its affiliates’ services.

 

Consent to be Called:  APP USER EACH HEREBY AUTHORIZES IREL8 TO SEND, APP USER EACH CONSENTS TO THE RECEIPT OF, NOTIFICATION ALERTS, FOR THE FOLLOWING DESIGNATED PURPOSES: (I) TO NOTIFY APP USER WHEN ITS APP USER APPLICATION IS APPROVED OR ACTIVATED, OR WHEN ITS EQUIPMENT IS SHIPPED OR REPAIRED; (II) TO NOTIFY APP USER THAT IREL8 NEEDS ADDITIONAL INFORMATION TO COMPLETE OR APPROVE THE APP USER APPLICATION, OR TO AUTHENTICATE THE APP USER APPLICATION OR APP USER; (III) TO NOTIFY APP USER OF LOYALTY OR MARKETING CAMPAIGNS, SPECIAL OFFERS, APPOINTMENTS OR PURCHASE CONFIRMATIONS; (IV) TO NOTIFY APP USER OF NEW PRODUCTS OR FEATURES OFFERED BY IREL8; (V) TO NOTIFY APP USER THAT IREL8 IS TRYING TO REACH IT; (VI) TO NOTIFY APP USER OF CUSTOMER SERVICE ISSUES; (VII) TO NOTIFY APP USER OF SERVICE OUTAGES; (VIII) TO PROVIDE APP USER WITH INFORMATION REGARDING ACCOUNT BALANCES, TRANSACTIONS, AND SIMILAR MATTERS; AND (IX) TO NOTIFY APP USER OF ANY MATTERS RELATING TO HIS, HER OR ITS ACCOUNT. APP USER EACH UNDERSTANDS THAT HE, SHE OR IT WILL RECEIVE FUTURE SMS OR VOICE ALERTS FOR THE AFOREMENTIONED PURPOSES BY OR ON BEHALF OF IREL8 TO THE WIRELESS PHONE NUMBER PROVIDED BY APP USER AND, HAVING RECEIVED AND REVIEWED THESE DISCLOSURES, APP USER EACH UNAMBIGUOUSLY AUTHORIZES IREL8 TO DELIVER OR CAUSE TO BE DELIVERED, AND AGREES TO RECEIVE, SMS AND VOICE ALERTS USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AN ARTIFICIAL OR PRERECORDED VOICE. APP USER EACH ACKNOWLEDGES THAT THE WIRELESS PHONE NUMBER PROVIDED IS IN THE NAME OF AND CONTROLLED BY APP USER, AS APPLICABLE, THAT APP USER’S CONSENT IS VOLUNTARY AND NOT REQUIRED (DIRECTLY OR INDIRECTLY) AS A CONDITION TO THE RECEIPT OF PRODUCTS OR SERVICES FROM IREL8 OR ITS AFFILIATED COMPANIES IN ACCORDANCE WITH THESE IREL8 TERMS OF USE, AND THAT APP USER EACH HAS THE RIGHT TO WITHDRAW THIS CONSENT AT ANY TIME BY PROVIDING IREL8 WITH WRITTEN NOTICE OF SUCH WITHDRAWAL IN ACCORDANCE WITH THESE IREL8 TERMS OF USE.

 

Assignment: The delivery of the iRel8 Services or User Services may be assigned by iRel8. The rights and responsibilities of App User in respect of the iRel8 Services or User Services, as applicable, may not be assigned by App User, directly or by operation of law, without the prior written consent of iRel8, which may be withheld in its sole discretion.  No App User may assign its obligations under the iRel8 Terms of Use without the prior written consent of iRel8, which may be withheld in its sole discretion.

 

Relationship of the Parties: The parties are independent contractors and nothing in the iRel8 Terms of Use shall make them joint venturers, partners, employees, agents or other representatives of the other party.

 

Electronic Signature: App User may become a party to, and become bound by, the iRel8 Terms of Use by completing the iRel8 application and accepting it electronically over the Internet. This is done by clicking or entering “I Agree”, by providing an electronic form of signature or otherwise by affirmatively indicating acceptance or consent where requested on an electronic version of the iRel8 application (any such method constituting an “Electronic Consent”). By providing such Electronic Consent, App User acknowledges that it has received and reviewed all applicable pages, terms and conditions of the iRel8 Terms of Use, and it represents, warrants, consents and agrees as follows:

 

  1. The electronic application process allows App User to sign and agree to legally binding agreements online by providing its Electronic Consent;
  2. App User intends to use the electronic application process to provide its Electronic Consent;
  3. App User’s Electronic Consent is legally binding, and is governed by the Electronic Signatures in Global and National Commerce Act of 2000, and/or the Uniform Electronic Transactions Act governances (or an amended version thereof) in its state of residence, and App User agrees to be bound by these governances;
  4. The individual providing Electronic Consent on behalf of App User is authorized by App User to do so; and
  5. The Electronic Consent will be binding upon App User, and will not be construed by a court of law to have any less effect than a standard ink or paper signature.

 

Dispute Resolution: Each of iRel8, on the one hand, and any App User, on the other hand, each acknowledge and agree that any controversy, disagreement, dispute or claim arising out of or relating to the iRel8 Services, the User Services, or the iRel8 Terms of Use, or any breach in connection therewith or herewith (each, a “Dispute”), shall be settled by following the procedures set forth below:

 

  1. iRel8, on the one hand, and any App User, on the other hand, agree first to contact the other to advise of any such Dispute. The party alleging, asserting and/or initiating the Dispute shall contact the other party or parties who is or are alleged to be liable or responsible for such Dispute, and provide a written description of the Dispute, all relevant documents/information and the proposed resolution (the “Claim Notice”). App User, as applicable agrees to contact iRel8 as contemplated above by calling or writing to: Claims Administrator, iRel8, 2112 W. Arapahoe Dr, Littleton, Colorado 80120.
  2. The Claims Administrator for iRel8, on the one hand, and App User, on the other hand, shall then seek in good faith to resolve the Dispute. As part of this process, each party to the Dispute shall provide a monetary amount that, if paid to the party alleging, asserting and/or initiating the Dispute, would settle the Dispute (the “Settlement Amount”). If the parties do not agree to a Settlement Amount, or the parties are otherwise unable to settle the Dispute within thirty (30) days of the date of delivery of the Claim Notice, then the parties shall proceed to arbitration, as set forth below.
  3. IN THE ABSENCE OF RESOLVING THE DISPUTE, AND INSTEAD OF SUING IN COURT, IREL8 AND APP USER, AS APPLICABLE, EACH AGREE TO SETTLE AND RESOLVE FULLY AND FINALLY ALL DISPUTES EXCLUSIVELY BY ARBITRATION, EXCEPT IN THE FOLLOWING LIMITED CIRCUMSTANCES: (I) IREL8 OR APP USER MAY COMMENCE AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT WHERE THE AMOUNT OF THE DISPUTE DOES NOT EXCEED THE JURISDICTIONAL LIMIT OF SUCH COURT; AND (II) APP USER, AS APPLICABLE, MAY FILE A DISPUTE WITH ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY THAT CAN, IF THE LAW SO AUTHORIZES, SEEK RELIEF AGAINST IREL8 ON BEHALF OF APP USER, AS APPLICABLE.  THE AGREEMENT TO HAVE DISPUTES RESOLVED BY ARBITRATION IS MADE WITH THE UNDERSTANDING THAT EACH PARTY IS IRREVOCABLY, KNOWINGLY AND INTELLIGENTLY WAIVING AND RELEASING ITS RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE DISPUTES.Without limitation, iRel8 and App User, as applicable, agree that Disputes, as defined above, shall include the following matters: (a) any Dispute by any party against any agent, employee, successor, or assign of the other party or parties, including to the full extent permitted by applicable law, third parties who are not parties to the iRel8 Terms of Use, whether related to the iRel8 Services, User Services, or otherwise; (b) any past, present, and future Dispute; and (c) any Dispute as to the scope, validity or applicability of this Dispute Resolution provision, and/or the arbitrability of any Dispute; and (d) any Dispute against iRel8, or any other party as stated above, related in any way to the iRel8 Services or the User Services, including, but not limited to, the characterization of the transactions referenced in the iRel8 Terms of Use, privacy, solicitation, or advertising, even if it arises after the Termination of the iRel8 Services or User Services.
  4. The foregoing arbitration shall be administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect when a Claim Notice is duly provided. If any AAA procedure or rule conflicts with the terms of the iRel8 Terms of Use, the iRel8 Terms of Use apply.
  5. The arbitration shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. Sections 1-16. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. Any arbitrator’s decision and award is final and binding, subject only to those exceptions under the FAA. iRel8 and App User, as applicable, agree the FAA’s provisions, not state law, govern all questions of whether a Dispute is subject to arbitration.
  6. Unless iRel8 and App User, as applicable, agree otherwise, the foregoing arbitration will be conducted by a single neutral arbitrator selected by utilizing the process provided in the AAA’s Commercial Arbitration Rules in effect when Claim Notice is duly filed. The arbitrator shall be a licensed attorney and/or retired judge. Except as otherwise provided below, the arbitration shall be conducted in the county where the principal address of the party against whom the Dispute is initially commenced is located – and for any claim against iRel8, that address shall iRel8, 2112 W. Arapahoe Dr, Littleton, Colorado 80120. The arbitrator shall have no authority to award punitive, consequential or other monetary damages not measured by the prevailing party’s actual damages, except as may be required by statute or as otherwise provided below.
  7. The award of the arbitrator shall be accompanied by a reasoned opinion.
  8. For Disputes of $10,000.00 or less that are initiated by App User, as applicable.(“Small Disputes”), the following rules shall apply notwithstanding anything to the contrary in the procedures or rules of the AAA:
    1. The arbitration shall be conducted in accordance with the AAA’s Expedited Procedures.
    2. The arbitrator shall include a finding as to whether the initiation of such Dispute was frivolous. If it is determined by the arbitrator not to be frivolous, then iRel8 shall pay the fees and costs assessed by the AAA in administering the arbitration.
    3. If the arbitrator finds that iRel8 is liable to App User, as applicable for an amount greater than the Settlement Amount presented by iRel8 prior to the commencement of arbitration (after all offsets and counterclaims are applied), then iRel8 shall be required to pay in addition to any award of the arbitrator an amount equal to the greater of (x) $500.00, or (y) the amount of App User’s, as applicable, reasonable attorneys’ fees.
    4. App User, as applicable, may choose to conduct the arbitration in the state of its principal address.
  9. IREL8 AND APP USER, AS APPLICBLE,EACH AGREE NOT TO PURSUE ARBITRATION ON A CLASS-WIDE BASIS. ARBITRATION WILL BE CONDUCTED SOLELY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 

 

Confidential Information: For purposes of these iRel8 Terms of Use, “Confidential Information” means iRel8’s confidential and proprietary information (whether App User knew or should have known of its confidential nature, and irrespective of whether iRel8 marked it as confidential), including, but not limited to, iRel8’s: consultant relationships; data; designs; formulas; information; intellectual property; plans; pricing; procedures; processes; revenues; sales information; schedules; specifications; usage information; and, vendor relationships. App User will not copy, disclose, modify, reproduce, or otherwise use Confidential Information (except as may be expressly authorized by the iRel8 Terms of Use) without iRel8’s prior written consent, which consent may be conditioned, limited, or restricted in the sole discretion of iRel8.

 

The restrictions on disclosure in this section will not apply to Confidential Information: (i) for which there is documentary evidence that: (A) the other party knew it before it was disclosed; (B) the other party developed it without use of the Confidential Information; (C) it is publicly known; or, (D) it was obtained from a third-party, who disclosed it without breaching its confidentiality obligations; (ii) for which disclosure is required by law (provided that if a disclosure is required by law, the disclosing party will give iRel8 prompt written notice of such requirement, permitting iRel8 to seek a protective order or take such action it deems necessary, and provided further that in such case the disclosing party will only disclose the limited Confidential Information expressly required to be disclosed).

 

For the avoidance of doubt, at all times, all Confidential Information is the sole property of iRel8, even if its disclosure is authorized under this section, and all other restrictions in these iRel8 Terms and Conditions will continue to apply to such Confidential Information.

 

Non-Disparagement: App User agrees not to disparage iRel8 or its respective vendors, and promises to refrain from engaging, directly or indirectly, in any action, communication or conduct negligently, recklessly or intentionally undertaken to damage the name or reputation of iRel8 or its respective vendors or App Users.

 

Survival:  All sections of the iRel8 Terms of Use that by their nature should survive Termination will survive, including, without limitation, accrued rights to payment, indemnification obligations, warranty disclaimers, and limitations of liability.