By clicking “I Accept” or by accessing or using the Services, you agree to these Terms. If you do not agree with these Terms, including the mandatory arbitration provision and class action waiver in Section 21, you are not authorized to access or use the Website or the Apps for any purpose.
Truentity provides a technology platform via the Website and Apps that serve as a digital assistant for Users to manage their prescription medications. The Services provide the User and their medical provider with a holistic view of a patient’s medication history based on multiple data sources to help reduce medication related errors and drive positive outcomes. It allows patients to securely collect, organize and share their health data across multiple health systems.
2. Secondary Tool; Not a Healthcare Provider; No Medical Advice.
The Services provide a platform through which you can upload Prescription Information and authorize health system to access and view the Prescription Information. You are solely responsible for the Prescription Information uploaded in the Platform.
While we enable Users to communicate and share Prescription Information with medical providers, we are not responsible for monitoring such information and communications, and we are not a party to transactions that may occur between you and your medical provider. In addition, we are not responsible for and we expressly disclaim all liability that may result from information made available by you on the Platform.
TRUENTITY IS NOT A HEALTHCARE PROVIDER, AND THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE, HEALTH CARE SERVICES, OR OTHER PROFESSIONAL SERVICES BY TRUENTITY. While the Services may allow medical providers to communicate with you, the Services cannot and are not intended to provide medical advice. Always seek the advice of your medical provider or other qualified healthcare provider with any questions regarding your personal health or medical conditions.
If any medical advice is provided to you by a medical provider through the Services, such medical advice is not provided by Truentity but is provided by your medical provider.
The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Truentity Account, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
5. User Accounts, Account Security, and Communication Preferences.
You may need to register for a Truentity Account (“Account”) to access some or all of our Services. When creating an Account, you will be required to create a password, a 4-digit passcode, and provide your name, email address, and phone number when you create an Account. If you register for an Account, you must provide accurate Account information and promptly update this information if it changes. You also must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. You may designate another person involved with your care, called a “Caregiver”, to receive access to your Account. You understand that the Caregiver will be able to access your Account and all of the information in the Account, including the ability to download, print, email and provide access to the information to others. If you permit others to use your Account credentials, or if you designate a Caregiver, you are responsible for the activities of such users, including Caregivers ,that occur in connection with your Account.
By creating an Account, you also consent to receive electronic communications from Truentity (e.g., via email, text message, or by posting notices to the Services). These communications may include operational notices about your Account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
6. Additional Terms Applicable to Practice Users.
If you are using the Services on behalf of a health care provider, pharmacy, payer, health plan sponsor, or other entity that is a Truentity customer (a “Provider Customer”), these Terms supplement any services agreement, business associate agreement and/or any other agreement between us and the Provider Customer (collectively, the “Customer Agreement”). To the extent that these Terms conflict with any Customer Agreement, the Customer Agreement will control.
7. User Supplied Material.
Our Services may allow you to upload, store and share content, including messages, text, photos and other materials (collectively, “User Content“). Except for the license you grant below, as between you and Truentity, you retain all rights in and to your User Content. You hereby grant Truentity a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you. If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it. Although Truentity reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.
8. Appropriate Use of the Services.
You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services.
In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another User’s Account without authorization from that User and Truentity;
• Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:
• is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
• impersonates, or misrepresents your affiliation with, any person or entity;
• contains any private or personal information of a third party without such third party’s consent;
• contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Truentity or others to any harm or liability of any type.
In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
9. Termination; Cancellation.
We may change the Services, and the Truentity Content (defined below) at any time. We may discontinue offering our Services, and we may suspend or terminate your right to use our Services at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.
All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Services or our termination of the Services. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated or cancelled, respectively.
10. Intellectual Property; Limited License.
The Services, and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Truentity Content”) are owned by or licensed to Truentity and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Truentity and our licensors reserve all rights in and to our Services and the Truentity Content. Truentity hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and the Truentity Content; provided, however, that such license is subject to these Terms and does not include any right to (a) sell, resell our Services and the Truentity Content; (b) copy, reproduce, distribute, publicly perform or publicly display Truentity Content, except as expressly permitted by us or our licensors; (c) modify the Truentity Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services and the Truentity Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services and the Truentity Content other than for their intended purposes. Any use of our Services and the Truentity Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
11. Links to Third Parties.
The Services may include links to third-party websites, resources and advertisements (collectively, “Third Party Sites”). We are not responsible or liable for the availability or accuracy of, and Truentity does not endorse, sponsor, or recommend any Third Party Sites or the content, products, or services on or available from such Third Party Sites. Your use of Third Party Sites is at your own risk, and Truentity and its affiliates will not be liable for any of losses arising out of or relating to Third Party Sites. To be clear, the Website and Apps include certain party educational or other informational content (“Third Party Content”) as part of the Services. We are not responsible or liable for such Third Party Content, and you review and use Party Content at your own risk.
12. Software Updates
Truentity may from time to time, in its sole discretion (without obligation), develop and provide updates for our Services, which may include upgrades, bug fixes, patches and other error corrections and/or new features (together with Cerner’s updates, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Truentity has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Portions of the software may not properly operate if you do not install all Updates, so we encourage you to promptly install all Updates. To that end, based on your mobile device settings, with respect to an App, when your mobile device is connected to the Internet, either (i) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the Services and subject to these Terms.
13. Disclaimer of Warranties.
WHILE WE ENABLE USERS AND MEDICAL PROVIDERS TO COMMUNICATE AND SHARE WITH ONE ANOTHER, WE ARE NOT RESPONSIBLE FOR MONITORING SUCH INFORMATION AND COMMUNICATIONS, AND WE ARE NOT A PARTY TO TRANSACTIONS OR INTERACTIONS THAT MAY OCCUR BETWEEN USERS AND MEDICAL PROVIDERS, WHETHER ONLINE OR OFFLINE. IN ADDITION, WE ARE NOT RESPONSIBLE FOR AND WE EXPRESSLY DISCLAIM ALL LIABILITY THAT MAY RESULT FROM INFORMATION MADE AVAILABLE BY USERS AND MEDICAL PROVIDERS AND THE CONDUCT OF USERS AND MEDICAL PROVIDERS, WHETHER ONLINE OR OFFLINE. TRUENTITY DOES NOT SPONSOR, ENDORSE, RECOMMEND OR APPROVE OF ANY MEDICAL PROVIDERS. ADDITIONALLY, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT ANY MEDICAL PROVIDERS IS LICENSED, QUALIFIED, INSURED OR CAPABLE OF PERFORMING ANY PRODUCT OR SERVICE, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE EXPERTISE, PROFESSIONAL QUALIFICATIONS, OR QUALITY OF WORK OF ANY MEDICAL PROVIDERS, OR THE SUITABILITY, RELIABILITY OR ACCURACY OF THE PRODUCTS AND SERVICES THEY PROVIDE.
YOUR USE OF THE SERVICES AND TRUENTITY CONTENT IS AT YOUR SOLE DISCRETION AND RISK. THE SERVICES AND TRUENTITY CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND.
TRUENTITY AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND TRUENTITY CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY OUR SERVICES. TRUENTITY MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO PRODUCTS AND SERVICES OFFERED BY MEDICAL PROVIDERS, AND TRUENTITY SPECIFICALLY DISCLAIMS ANY WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO THE QUALITY, SAFETY, LEGALITY OR OTHER CHARACTERISTICS OF SUCH PRODUCTS AND SERVICES, OR WITH RESPECT TO THE CONDUCT OF ANY MEDICAL PROVIDERS IN CONNECTION WITH SUCH SERVICES.
WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, (A) THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TRUENTITY CONTENT OR ITS APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES, OR (B) THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. OUR SERVICES AND TRUENTITY CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES AND TRUENTITY AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR TRUENTITY CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.
NO ADVICE OR INFORMATION PROVIDED TO YOU BY TRUENTITY WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
14. Limitation of Liability.
IN NO EVENT WILL TRUENTITY, TRUENTITY’S LICENSORS, AFFILIATES, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “TRUENTITY PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, OR THE TRUENTITY CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TRUENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE TRUENTITY CONTENT, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE TRUENTITY PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) THE AGGREGATE AMOUNT YOU PAID TRUENTITY TO ACCESS OR USE THE SERVICES IN THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) $100.
SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
You will indemnify, defend, and hold harmless the Truentity Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
15.1. your access to or use of the Services, or the Truentity Content;
15.2. your User Content;
15.3. your violation of any of the provisions of these Terms;
15.4. any activity related to your registration by you or any other person accessing the Services through your Account, including, without limitation, negligent or wrongful conduct;
15.5. your conduct in connection with our Services; or
15.6. your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.
Truentity reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
To the fullest extent permitted by applicable law, you release Truentity and the other Truentity Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
17. Dispute Resolution; Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH TRUENTITY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
17.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 10 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Truentity agree (a) to waive your and Truentity’s respective rights to have any and all Disputes arising from or related to these Terms, or the Services, resolved in a court, and (b) to waive your and Truentity’s respective rights to a jury trial. Instead, you and Truentity agree to arbitrate Disputes through binding arbitration.
17.2. No Class Arbitrations, Class Actions or Representative Actions
You and Truentity agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Truentity, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Truentity agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Truentity agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.
17.3. Federal Arbitration Act
You and Truentity agree that these Terms affect interstate commerce and that the enforceability of this Section 18 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
17.4. Notice; Informal Dispute Resolution
You and Truentity agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Truentity shall be sent by certified mail or courier to 10030 Green Level Church Road, Suite 802 – #188 Cary, NC 27519. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Truentity Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically to the contact information associated with your account, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Truentity cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Truentity may, as appropriate and in accordance with this Section 18, commence an arbitration proceeding or, to the extent specifically provided for in Section 18.1, file a claim in court.
EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 10 OR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND TRUENTITY AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR TRUENTITY WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND TRUENTITY WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Truentity agree that (a) any arbitration will occur in the State of North Carolina, or in the county in which you reside, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of North Carolina and the United States, respectively, sitting in the State of North Carolina, USA, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
17.6. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained in this Section, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.
If any term, clause or provision of this Section 18 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 18 will remain valid and enforceable. Further, the waivers set forth in Section 18.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
18. Governing Law; Venue.
These Terms and our relationship with you will be governed by the laws of the State of North Carolina, excluding its choice of laws rules. You and Truentity each irrevocably agrees that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis exclusively in North Carolina. You and Truentity each irrevocably consents to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Truentity agree that Truentity may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
These Terms, along with any additional terms and conditions incorporated herein, constitute the entire agreement between you and us relating to our Services and the Truentity Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Services or the Truentity Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Services or the Truentity Content, the signed written agreement will control.
We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to our Services. Your continued use of our Services will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.
The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of these Terms are for convenience only and will have no legal or contractual effect.