Last updated 11/18/2022

Terms of Service

Please read these Terms of Service with Informed Consent (the “Terms”) and our Privacy Policy (https://www.wearise.com/terms-of-service) (“Privacy Policy”) carefully because they govern your use of the website located at https://www.wearise.com/ (the “Site”) and corresponding mobile application (“App”), the telehealth services supporting eating disorders and mental health needs and virtual care advocate services (collectively, “Virtual Visits”) accessible via the Site offered by Arise Health, Inc. (“Arise”). Arise provides Virtual Visits through affiliated licensed professionals, including Arise Health Associates, P.A. (collectively, “Professionals”) and through unlicensed coaches (“Care Advocates”). To make these Terms easier to read, the Site, App and our services, including Virtual Visits are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ARISE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. IF YOU ARE CONSIDERING SUICIDE OR FEEL THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL 911 OR 988 OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL. YOU MAY ALSO REFER TO OUR CRISIS SUPPORT SERVICES THAT CAN BE FOUND ATWWW.WEARISE.COM/RESOURCES.
If Arise becomes aware of or contemplates an emergency, we may, but are not obligated to, secure from any hospital, physician, medical personnel and/or law enforcement personnel (“Emergency Responders”) any emergency treatment or response that we deem necessary for your immediate care in our sole discretion. You understand and agree that, if Arise takes any action to secure Emergency Responders on your behalf, you, and not Arise, will be solely responsible for payment of all services rendered and any other costs in connection with that treatment or response.THE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. 

2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services? You may use the Services only if you are 18 years or older and capable of forming a binding contract with Arise, and not otherwise barred from using the Services under applicable law. 

5. Your Relationship with Arise
Arise is a technology company that makes available certain products and services to enable Virtual Visits. In connection with the Services, Arise provides certain technological and other administrative support for or is otherwise affiliated with professional practices (“Practices”) that employ or contract with Professionals.   

Arise acts solely as a technology platform to provide you with products and services offered through the Services, including connecting you with Practices and the Professionals. We do not control or interfere with the practice of medicine, nursing or other licensed professional services by Practices or any Professionals, each of whom is solely responsible for the medical care and treatment he or she provides to you. By accepting these Terms, you acknowledge and agree that Arise is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Arise. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Practice and/or one or more Professionals.  

By accepting the Terms, you understand that, Practices and/or Professionals may send you messages, reports, and emails via the Services regarding your diagnosis and/or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that neither Arise nor the Practices or any Professional will be responsible in any way, and you will not hold Arise, any Practice or any Professional liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Practice or your Professional(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with Arise, by using the Services, you are establishing a direct customer relationship with Arise to use the products and services made available through the Services. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. 

Arise provides an online platform to connect users with Care Advocates for one-on-one and group digital interfacing. Care Advocates are trained to direct you to helpful support tools and resources, foster an environment of trust, mutual respect, and camaraderie, and help you develop personalized tools for self-assessment, awareness, and care. While care advocate services may be provided by a licensed medical provider, care advocate services is not a licensed or regulated service and does not require licensed professionals. Care Advocates are not authorized to provide services through Arise requiring professional licensure (e.g., psychotherapy or psychiatry). Arise does not verify that its Care Advocates are licensed or qualified health care professionals. While we take certain steps to background check and provide ongoing supervision, continual education and skills training to our Care Advocates, you acknowledge that we do not guarantee the verification of the professional degrees, qualifications, licensure, certification, credentials, or competence of any Care Advocates.

Disclosures Regarding Content and Virtual Visits.
(a) The content of the Site and any potentially actionable information or recommendations provided by Care Advocates are provided and intended for informational purposes only and for discussion with your healthcare provider, including Professionals. Any advice or information provided through the content on the Site or Care Advocate does not create a provider-patient relationship, is not an aid to making medical decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The advice or information provided through the content of the Site or Care Advocate is not a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site or because of information provided through the Services. If you think you may have a medical emergency, call your doctor or 911 immediately. RELIANCE ON ANY CONTENT PROVIDED ON THE SITE BY ARISE, OTHERS APPEARING ON THE SITE AT THE INVITATION OF ARISE, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.

(b) The Virtual Visits you receive from Care Advocates or Professionals through the Site should not be used as a replacement for professional guidance from your primary care provider or any other health care providers, and such Virtual Visits may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care as needed or recommended by a Care Advocate or Professional, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended. Additionally, unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. If you think you may have a medical emergency, call your doctor or 911 immediately. Moreover, please be aware that our Care Advocates and Professionals tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients. The Care Advocates and Professionals who provide the Virtual Visits may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits. While the Services are intended to provide benefits such as convenient on-demand virtual access to Care Advocates, Professionals and the Services they provide, there do exist potential risks associated with the use of the Services, which are outlined in the Informed Consent to Treatment provision herein.

(c) All Professionals performing Virtual Visits through the Site hold licenses or certifications applicable to providing medical or mental health services that are issued by the applicable professional licensing or certification board in the state where you received the Virtual Visits. You acknowledge that the Professionals that render medical care to you through the Service may be engaged directly by Arise or by professional practices and other medical care organizations that are affiliated with Arise, and in connection with such affiliation, Arise and/or such medical group may have a financial interest in each other. Any information or advice received from a Professional comes from the Professional and Arise is not responsible for the quality and appropriateness of any care that the Professional renders to you. While Arise may facilitate your selection of and communications with the Professional, it is the Professional providing the medical services or medical advice, and any provider-patient relationship is only between you and the applicable Professional, and not with Arise. You can report a complaint relating to any Services provided by a Professional by contacting the professional licensing board in the state where you received the Virtual Visit, or by contacting Arise directly. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional licensing board that licenses, registers or certifies the licensee. Any clinical records created as a result of your use of the Site and the Virtual Visits will be securely maintained by Arise and/or its service providers on behalf of the Professional with whom you consult, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal law. 

(d) Arise offers virtual medical and mental health services provided by Professionals and virtual care advocate services provided by Care Advocates to Site users. The terms “virtual care” or “telehealth” or “telemedicine” generally refer to healthcare services that are provided to a patient in one location by a professional in a distant location facilitated through the use of some form of telecommunications technology, such as synchronous, interactive audio-video interfaces and/or asynchronous store-and-forward modalities. Telehealth technologies may also involve the electronic transmission of your medical records, images, personal health information, or other data between you and a health care provider. The information exchanged between our Professionals or Care Advocates and you may be used for diagnosis, therapy, treatment, follow-up care, consultation, care advocate services, education, care management and/or self-management of your health care.

(e) As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Virtual Visits provided through the Site: 

          (i) Information available to the Professionals or Care Advocates may not be sufficient to make a correct diagnosis or other professional decisions, or care advocate service decisions in the case of Care Advocates. For example, there could be limitations in the information transmitted to the Professional and access to your complete medical records, which could lead to incorrect assessments or other adverse reactions. Also, information that can be obtained only by in-person, physical examination or by being physically present with the patient will not be available. In some cases, the Professional may conclude that the information transmitted is not sufficient (e.g., poor resolution of images) or on some other basis the nature of your issue is such that it does not allow for the Services to be provided appropriately by the Professional without an in-person evaluation. 

         (ii) Telehealth and virtual care relies on electronic communications and devices. Any technical failure or power outage could therefore delay or disrupt such communications and hinder, delay or erase Arise’s and its Professionals’ and Care Advocates’ ability to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Professionals and Care Advocates performing Virtual Visits through the Site are aware of these limitations and take them into account in making professional decisions within the scope of their practice or care advocate services, but the risk of error nevertheless exists.

        (iii) Although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail, and there could be a breach of privacy of your health information. Unfortunately, the transmission of information via the internet is not completely secure. Although we take commercially reasonable steps designed to protect your personal information, we cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the Services. Please see our Privacy Policy (https://www.wearise.com/privacy-policy).

       (iv) In some cases, applicable laws may prevent Professionals or Care Advocates from providing the Services you desire through the Site. When that is the case, the Professional or Care Advocate will refer you to an appropriate provider who can provide the services you desire.

        (v) Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.

You are under no obligation, of course, to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to Arise should you become concerned that our virtual care may be insufficient for your needs.

Limited Use and Availability

Our Services are currently only available to individuals who are located in New York, Texas and North Carolina, and in order to use the Services, you must be located in one of those states. Our Services may be subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

In some cases, the Services may not be the most appropriate way for you to track or manage your health and wellness, or provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Professional or Care Advocate, or your Professional may determine that your diagnosis and/or treatment require an in-person office visit or are otherwise not appropriately addressed through use of the Services. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted and may be provided with additional information regarding next steps.  

8. Feedback. We appreciate feedback, comments, testimonials, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you. Arise will not publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval. Arise may republish any publicly available review, comment, or testimonial about Arise or the Services on the Site or in other media.

9. Your Content. 
        (a) User Content. Our Services may allow you to submit, store, or share information, data, or content such as text (in posts or communications with Professionals, Care Advocates or others), files, assessments, self-report measures, lab samples, laboratory results, prescriptions and pharmaceutical information, medical records, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” Arise does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

        (b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Arise a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving and providing the Services.

          (c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Arise on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

          (d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Even upon termination of your account, Arise may retain your medical records, which may not be removed from the Arise system/platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

           (e) Arise’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content. 

Rights and Terms for Apps.

       
      (a) App License. If you comply with these Terms, Arise grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means. 

              (b) Additional Information: Apple App Store. This Section 10(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

                (c) Service Text Messages. If you provide your cellular phone number to Arise (either online or via text message) and agree to receive communications from Arise, you specifically authorize Arise to send text messages or calls to your phone. You are not required to consent to receive text messages or calls as a condition of filling your prescriptions and may opt out of such messages. You can opt out of receiving text messages by responding “STOP” to any text message you receive from Arise.

General Prohibitions and Arise’s Enforcement Rights. You agree not to do any of the following:

(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) Use, display, mirror or frame the Services or any individual element within the Services, Arise’s name, any Arise trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Arise’s express written consent; 

(c) Access, tamper with, or use non-public areas of the Services, Arise’s computer systems, or the technical delivery systems of Arise’s providers; 

(d) Attempt to probe, scan or test the vulnerability of any Arise system or network or breach any security or authentication measures; 

(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Arise or any of Arise’s providers or any other third party (including another user) to protect the Services; 

(f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Arise or other generally available third-party web browsers; 

(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 

(h) Use any meta tags or other hidden text or metadata utilizing a Arise trademark, logo URL or product name without Arise’s express written consent;

(i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; 

(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; 

(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; 

(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; 

(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; 

(n) Impersonate or misrepresent your affiliation with any person or entity;

(o) Stalk or harass any Arise employee, Care Advocate or Professional either through or outside your use of the Services;

(p) Report false or fictitious emergencies, whether relating to yourself or others;

(q) Violate any applicable law or regulation; or

(r) Encourage or enable any other individual to do any of the foregoing.

Arise is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

13. Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

14. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@wearise.com, whereupon Arise will remove your access to the Arise platform and Services, and Arise will cease proactively contacting you. However, Arise may retain your medical records on the Arise system/platform. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 9(b), 9(c), 9(e), 11, 14, 15, 16, 17, 18, 19 and 20.

15. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. General advice posted to the Site or relayed through the Services is for informational purposes and is not intended to replace or substitute any medical service or specific professional advice, including those Arise and its Professionals or Care Advocates may provide to you during Virtual Visits. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

16. Indemnity. You will indemnify and hold Arise and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

17. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ARISE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, INCLUDING THE VIRTUAL VISITS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PROFESSIONAL MAPRACTICE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARISE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ARISE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ARISE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ARISE, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARISE AND YOU.

18. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section9 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Arise are not required to arbitrate will be the state and federal courts located in New York County, and you and Arise each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution.

(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Arise agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Arise are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

(b) Exceptions. Alimited exceptions to Section above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 

(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief. Except as provided in Section above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. YOU AND ARISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability. With the exception of any of the provisions in Section of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms.

(a) Reservation of Rights. Arise and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Arise and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Arise and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Arise’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Arise may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices. Any notices or other communications provided by Arise under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d) Waiver of Rights. Arise’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Arise. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information. If you have any questions about these Terms or the Services, please contact Arise at support@wearise.com.