These terms of use (“Terms”) govern your use of the Acclara Solutions, LLC (“Acclara”, or “we”, “us”, or “our”) website at www.acclara.com (the “Website”), and all other interactive features and communications we provide in connection with the Website, however accessed or used, that we operate, make available, produce, or maintain (collectively, the “Service”). Acclara provides healthcare revenue cycle management solutions to hospitals, health systems, and other health care providers (collectively, “Providers”). Unless context requires otherwise, “Provider” refers to both our Providers and employees, contractors, or other individuals using the Service on behalf of Providers. While Providers will be the primary users of the Service, patients and consumers of our Providers (“Consumers”) may also access the service if it is stipulated in the contractual arrangement with the client. Unless expressly stated otherwise by Acclara, all aspects of these Terms apply to the use of the Service by both Providers and Consumers.

All users of the Service must have reached the age of majority in their jurisdiction of residence (which is 18 years old in most states). Further, if you are using the Service in your capacity as an employee of, or otherwise on behalf of, a Customer, you (a) acknowledge and agree that you are agreeing to these Terms on behalf of yourself and the Customer and (b) represent and warrant that you have the authority to agree to these Terms on behalf of the Customer. The Service is intended for, and should only be used, by individuals residing within the United States.

Certain areas, features, or functionalities of the Service may be subject to different or additional terms, rules, guidelines, or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Terms may conflict with these Terms. In the event of such a conflict, the Additional Terms will control. Any reference to the “Terms” in this agreement includes the Additional Terms.

IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, INCLUDING AN ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH IN SECTION 21 (DISPUTE RESOLUTION), WHICH REQUIRES MOST DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING INDIVIDUAL ARBITRATION, ELIMINATES YOUR ABILITY TO PURSUE DISPUTES AS PART OF A CLASS OR GROUP, AND WAIVES YOUR RIGHT TO A TRIAL IN COURT AND BY A JURY.

The Website may contain links to other Acclara websites or apps and related products or services that are subject to different terms of use, the acceptance of which is required for use of those websites or apps and related products or services. Use of this Service constitutes acceptance of these Terms. If you do not accept these Terms, then you may not use the Service.

Acclara may change these Terms on a going-forward basis at any time and in our sole discretion. When we do so, we will update the “Last Updated” notation above. In our sole discretion, we may also provide notice of updates to these Terms by other means that we deem reasonable, such as sending a message to the email address or text message number you provided to us or notice through the Service. Regardless of any other notice provided to you (or the lack thereof), your continued use of the Service following the posting of changes to these Terms will mean you accept those changes. If you do not agree to the changes, you must stop using the service and delete your account if you set up an account as part of the Service. Unless we provide you with specific notice, no changes to our Terms will apply retroactively. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Service.

1. Disclaimer of Medical Advice.

The Service may allow Consumers to interact with Providers, who may be medical providers, in limited ways (e.g., to pay for medical services or schedule medical appointments). Importantly, however, Acclara does not provide medical advice or treatment and is not a healthcare provider. The Service is not intended to be a substitute for professional medical advice, diagnosis, or treatment. BY USING THE SERVICE, YOU EXPRESSLY AGREE THAT NO PATIENT-PROVIDER RELATIONSHIP OF ANY KIND IS ESTABLISHED BETWEEN YOU AND ACCLARA. For questions or concerns about your medical care, you should contact a qualified medical professional, not Acclara. If you are in need of immediate medical attention, please contact a healthcare professional or emergency services (such as 911).

2. Privacy.

Data collection and use, including data collection and use of personally identifiable information, is governed by Acclara’s Privacy Policy which is incorporated into and is a part of these Terms. Other Acclara websites or apps and related products or services may have different privacy policies.

3. Access License.

Acclara grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service, subject to these Terms. The Service may only be used for the intended purpose for which we make it available. We and our licensor(s) reserve all rights to the Service not expressly granted, whether by implication, estoppel, or otherwise.

4. Restrictions.

Except as expressly permitted in these Terms, you may not reproduce, sell, resell, or otherwise exploit the Service or any part of it for any purpose without our express written consent. Additionally, you will not: (a) use the Service or any Content (defined below) for any commercial purpose, with the exception that Providers may use the Service for their internal business purposes; (b) make derivative use of the Service or Content; (c) download or copy account information for the benefit of a third party; (d) collect and use any content, including product listings, descriptions, or prices; (e) use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission; (f) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (g) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (h) bypass any measures we may use to prevent or restrict access to the Service; or (i) use the Service in any way that is intended to annoy, harass, or abuse any person or in a manner that violates or attempts to violate any law, including intellectual property laws and laws concerning the disclosure of protected health information. Any unauthorized use automatically terminates the permissions and licenses granted to you by us.

5. Ownership.

Excluding Submissions, we and/or our licensor(s), vendor(s), agent (s), and content provider(s) own all of the content featured or displayed in the Service, including text, graphics, photographs, images, moving images, sound, and illustrations (“Content”). All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. You will not modify any Content and you will not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. You will not remove any copyright, trademark, or other proprietary notice from any material found on the Service. You are responsible for ensuring your use is permissible before reusing any Content. You will comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Service. The Service, Content, and all related rights remain the exclusive property of Acclara or its licensors, vendors, agents, and/or Content providers unless otherwise expressly agreed, and are protected by U.S. and international copyright laws.

6. Trademarks/No Endorsement.

All trademarks, service marks, and trade names of Acclara used in the Service or the Content (including but not limited to: the Acclara name, the Acclara corporate logo, the Service name, the Service design, and any logos associated with the Service) (collectively, the “Marks”) are trademarks or registered trademarks of Acclara or its affiliates, partners, vendors, or licensors in the United States or other countries. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way without our prior written consent.

7. Account Registration and Security.

You understand that you may need to create an account to have access to all of the parts of the Service. You will: (a) provide true, accurate, current, and complete information about yourself or the entity you represent as prompted by the Service’s registration or subscription page (“Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we reasonably suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You are solely responsible for the security and confidentiality of your password and account and for all use of your account. You will not share your account information or your username and password with any third party or permit any third party to login to the Service using your account information. You will immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Service. Please note that anyone able to provide your personally identifiable information may be able to access your account so you should take reasonable steps to protect your personally identifiable information.

8. Submissions.

8.1 Solicited Submission Policy.

Certain aspects of the Service may permit users to submit, post, share, or otherwise make available information and content (e.g., comments to blog posts, participation in communities, tips, etc.) (collectively, “Submissions”). You will only submit Submissions that you have a right to submit and that are not confidential. You may not post or submit a photograph of another person without that person’s permission. You expressly grant (or warrant that the owner of the Submission has expressly granted) us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display your Submissions and your name, voice, and/or likeness as contained in your Submissions, in whole or in part, and in any form throughout the world in any media or technology for any purpose, commercial or otherwise, to the extent permitted by applicable law. Submissions are non-confidential, and we are under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Submission, unless confidentiality is required by applicable law.

8.2 Inappropriate Submissions.

You may not submit any Submissions that result from or reflect or portray any activity that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; or (c) may constitute a crime or tort. You have not and will not engage in any of the foregoing activities in connection with producing your Submissions or otherwise using the Service. Without limiting the foregoing, in conjunction with your use of the Service, you will not inflict emotional distress on or humiliate others, assault or threaten others, infringe or misappropriate another person’s intellectual property, impersonate any other person or misrepresent your affiliation, title, or authority, send or post unsolicited advertisements or “spam” on or through the Service, or otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. We may, but are not obligated to, to monitor Submissions, and we may remove, refuse to post, edit, truncate, or excerpt any Submission in our sole discretion. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or any applicable rules or policies linked to in these Terms, as determined in our sole discretion, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from using the Service and/or the immediate removal of the related materials from the Service at any time without notice. We take no responsibility and assume no liability for any Submissions you or any third party may post.

9. Others’ Submissions.

Submissions do not represent our views or those of any individual associated with us, and we do not control Submissions. You will not represent or suggest, directly or indirectly, our endorsement of Submissions. We do not vouch for the accuracy or credibility of any Submission, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any Submission. Through your use of the Service, you may be exposed to Submissions that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals.

By using the Service, you assume all associated risks.

10. Feedback.

If you give to Acclara any idea, proposal, suggestion, or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and product improvements (“Feedback”), you give to Acclara, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. Acclara will treat any Feedback you provide to Acclara as non-confidential and non-proprietary. You agree that you will not submit to Acclara any information or ideas that you consider to be confidential or proprietary.

11. Third Party Links.

The Service may contain links to websites, platforms, or services (collectively, “Third-Party Sites”) that we and our affiliates do not own, operate, or control. All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our affiliates are responsible for any content, materials, or other information located on, accessible from or collected by Third-Party Sites. Neither we nor any of our affiliates endorse, guarantee, or make any representations or warranties regarding Third-Party Sites, or any content, materials or other information located thereon or accessible therefrom, or the results that you may obtain from using any Third-Party Sites. If you access any Third-Party Sites, you do so entirely at your own risk.

12. Transactional Partners.

We may promote the services of Providers within the Service. In cases where you use Provider services, you are transacting directly with the Provider. When using these Provider services, you are subject to and bound by the Provider’s terms of service in addition to remaining bound by these Terms. If there is a conflict between these Terms and a Provider’s terms of service, the Provider’s terms of service will prevail with respect to the Provider’s services. We do not license any intellectual property to you as part of any Provider’s services and are not responsible or liable to you or others for information or services provided by any Provider.

13. Notification.

If you gave us your email address or phone number in connection with your account, then we may send notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number. We may also send you notifications by other means (for example by in-product messages). Data or messaging rates may apply if you receive notifications via SMS.

14. Suspension and Termination.

You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason, with or without prior notice. You are personally liable for any orders placed or charges incurred through your account, if applicable, prior to termination. We may also block your access to the Service in the event that: (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us. If your account is terminated, we may delete data or your Submissions or otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you, or a third party identified by you). As a result, you may no longer be able to access any of the Service or your data or Submissions.

The following provisions shall survive the termination of these Terms: This section; Sections 1, 2, 4, 5, 6, 8, 10, 12, 16, 17, 18, 19, 21, and 22; and any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

15. DISCLAIMERS.

YOUR USE OF THE SERVICE IS AT YOUR RISK. THE CONTENT, INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER ACCLARA NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER ACCLARA NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACCLARA OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

16. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL ACCLARA, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING WITH RESPECT TO YOUR USE OF THE SERVICE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ACCLARA DOES NOT ASSUME ANY RESPONSIBILITY, NOR WILL ACCLARA BE LIABLE, FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS SERVICE, OR YOUR DOWNLOADING OF ANY CONTENT FROM THIS SERVICE. IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, MATERIALS, INFORMATION, OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS OR THE SERVICE.

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

17. Indemnity.

You will defend, indemnify, and hold Acclara and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) your misuse of the Service or your Submission(s) or other content, message, or information you provide or transmit on or through this Service; (b) your violation of any of these Terms; (c) your violation of any third party right, including any right of privacy, publicity rights, or intellectual property rights; (d) your violation of any law, rule, or regulation of the United States or any other national, state, or local jurisdiction; or (e) any other party’s access and use of the Service with your unique username, password, or other appropriate security code. We reserve the right, at our expense, to assume exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.

18. Release.

In the event that you have a dispute with one or more users of the Service, you release Acclara (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

19. Force Majeure.

Neither Acclara nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our or your reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, or fuel; energy shortages; epidemics or other public health crises; or acts or omissions of other common carriers.

20. Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND ACCLARA HAVE AGAINST EACH OTHER ARE RESOLVED. This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Acclara agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.

We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that we may have. Therefore, pursuant to these Terms, if you have any past, present, or future dispute with us regarding (a) your use of or interaction with the Service; (b) any Transactions or relationships with Acclara; or (c) any data or information you may provide to Acclara or that Acclara may gather in connection with such use, interaction, or transaction (collectively, “Acclara Transactions or Relationships”), you will not have the right to pursue a claim in court or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Service or engaging in any other Acclara Transactions or Relationships with us, you agree to binding individual arbitration as provided below.

In the event of a dispute or disagreement between you and Acclara arising out of, relating to, or connected in any way with these Terms, our Privacy Policy, or any Acclara Transactions or Relationships (collectively, a “Dispute”), both parties shall first try in good faith to settle such dispute by providing written notice to the other party describing the facts and circumstances of the dispute and allowing the receiving party thirty (30) days in which to respond to or settle the dispute. Notice shall be sent to:

Notice to Acclara: You must send notice (1) by electronic mail to [email protected] and (2) by first-class or certified mail to 10713 W Sam Houston Pkwy N #500, Houston, TX 77064.

Notice to You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.

Both you and Acclara agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

If any Dispute cannot be resolved by the above dispute resolution procedure, you agree that such Dispute shall be resolved exclusively by final and binding individual arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). Notwithstanding the foregoing, if JAMS (or, if applicable, AAA) at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations (“Minimum Standards”), and if (and only if) JAMS (or, if applicable, AAA) determines that those standards are applicable to the dispute, Acclara agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this section, provided, however, that in no event may such Minimum Standards contravene or restrict the application of subpart (e) or (f) below. References to the “Applicable Rules” in this section shall include any Minimum Standards applicable to the dispute.

You further agree that:

(a) Arbitrator Will Interpret These Terms.

The Arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms and the arbitration provisions in this section, including but not limited to any claim that all or any part of these Terms is void or voidable, and that the Arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim;

(b) Location of Arbitration.

The Arbitration will be held either: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules; or (ii) at such other location as may be mutually agreed upon by you and Acclara; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or videoconference or by written submission;

(c) Governing Law.

The Arbitrator (i) will apply internal laws of the State of Texas consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent that federal law prevails, will apply the law of the U.S., irrespective of any conflict of law principles; (ii) will entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with Texas or federal rules of procedure, as applicable; (iii) will honor claims of privilege recognized at law; and (iv) will have authority to award any form of legal or equitable relief;

(d) No Class Relief.

The Arbitration can resolve only your and Acclara’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;

(e) Written Award.

The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;

(f) Interpretation and Enforcement of Arbitration Clause.

With the exception of the subsection entitled No Class Relief above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, “No Class Relief” is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Acclara shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction;

(g) Small Claims Matters are Excluded. No Class Relief or Joinder of Claims.

Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against Acclara in your local small claims court within the U.S., if your claim is within such court’s jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding;

(h) Intellectual Property Disputes.

Notwithstanding the foregoing, Acclara or you may submit any dispute, cause of action, claim, or controversy relating to our or your intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and other patents) to any court of competent jurisdiction.

21. General.

a. Choice of Law & Forum. Any claim relating to this Service, these Terms, or our Privacy Policy, and the materials contained herein is governed by the laws of the State of Texas. To the extent the provisions in the section titled Dispute Resolution do not apply, you consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

b. Entire Agreement; No Relationship. These Terms set forth the entire understanding and agreement between us with respect to the subject matter hereof. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Acclara.

c. Interruptions and Modifications to the Service. We do not guarantee continuous, uninterrupted, or secure access to the Service, and operation of the Service may be interfered with by numerous factors outside of our control. We also may change, restrict access to, suspend, or discontinue the Service, or any portion of the Service, at any time and at our sole discretion, with or without notice. You understand, acknowledge, and agree that Acclara will not be liable to you or to any third party for any such termination, modification, suspension, or discontinuance of the Service.

d. Severability. Except as set forth in the section titled Dispute Resolution above, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced.

e. Assignment. You agree that these Terms and all incorporated agreements may be automatically assigned by Acclara in our sole discretion. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent.

f. Interpretation. Headings are for reference purposes and have no interpretive value. In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall not limit the generality of the language preceding such term. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, forth, or breadth of any other disclaimers or limitations of liability in these Terms.

g. Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If Acclara does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Acclara has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Acclara’s rights, and all such rights or remedies shall still be available to Acclara.

22. Additional Assistance.

If you do not understand any of these Terms or if you have any questions or comments, you may contact us at [email protected].

23. Copyright Notice.

All design, graphics, text selections, arrangements, and all software are Copyright © 2023, Acclara Solutions, LLC and its affiliates and licensors. ALL RIGHTS RESERVED.