7.1 Export Compliance
The Service and the App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to use the App or access the Service without prior written permission from Lyfe Health once granted by the appropriate jurisdiction. The rights and obligations of End-User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. End-User shall certify that it shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws and regulations in effect from time to time. End-User shall indemnify and hold harmless Lyfe Health from and against any and all losses, claims and expenses incurred by Lyfe Health as a result of the breach of End-User's obligations under this Section.
7.2 Independent Contractors
In making and performing this Agreement, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
7.3 Force Majeure
In the event that Lyfe Health is unable to perform its obligations under this Agreement because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, Lyfe Health shall not be liable to the End-User for any damages resulting from such failure to perform or otherwise from such causes.
7.4 Governing Law
This Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning this Agreement or in which this Agreement is a material fact. Lyfe Health makes no representation that materials contained on the Website are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. If you choose to access the Website from other locations you do so by your own choice, and are responsible for obeying local laws.
7.5 Dispute Resolution
Any controversy or claim between the parties or arising out of this Agreement or any use of the Service, the App, or the Website shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the "AAA"). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within forty-five (45) days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empaneled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, video conference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in New York, New York. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction.
7.6 Waiver of Jury Trial and Class Actions
By entering into this agreement, you and lyfe health acknowledge and agree to waive certain rights to litigate disputes in court, to receive a jury trial or to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity. You and lyfe health both agree that any arbitration will be conducted on an individual basis and not a consolidated, class-wide or representative basis and the arbitrator shall have no authority to proceed with an arbitration on a class or representative basis. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason the arbitration clause set forth in this agreement is deemed inapplicable or invalid, or to the extent the arbitration clause allows for litigation of disputes in court, you and lyfe health both waive, to the fullest extent allowed by law, any right to pursue or to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity.
7.7 Third-Party Sites
The Website may contain links to third-party websites. Lyfe Health is not responsible for the content, accuracy or opinions expressed on those third-party websites, and those third-party websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked third-party website on or through the Website does not imply approval or endorsement of the linked third-party website by Lyfe Health. If you decide to leave the Website and access these third-party websites, you do so at your own risk.
7.8 Public Statements
Either party may disclose the existence of this Agreement but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.
End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder to any third party without the prior written consent of Lyfe Health. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, facsimile transmission, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to:
(a) in the case of End-User, to the address set forth in its account information, and
(b) in the case of Lyfe Health:
LYFE HEALTH CORP
Attn: User Agreement 217 Estanaula Rd. Collierville TN 38017
7.11 Entire Agreement; Amendment
A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement.
If any provision of this Agreement is held to be unenforceable, it shall be severed and the remaining provisions will remain enforceable. The severed provision will be replaced by an enforceable provision most nearly reflecting the intention of the parties.
A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to use of our website to the same extent and subject to the same conditions as other business documents and records originally made and kept in printed form.
The section titles of this Agreement are displayed for convenience only and have no legal effect.
7.16 Third-Party Beneficiaries
Nothing in this Agreement shall be deemed to give any third-party rights or benefits.