Terms of Use

This Agreement is effective as of the date You click “Accepted and Agreed To” (the “Effective Date”).

1. USE OF THE CLASSIFIER IN GENERAL.
   • Eligibility. You represent and warrant that You are 18 years old or older, and You recognize and agree that You must be 18 years old or older to use the Classifier.
   • Classifier Revisions. Licensor may revise the features and functions of the Classifier at any time.
2. THE APP.
   • License. Licensor hereby grants You a limited, non-exclusive, revocable, non-transferrable and non-sublicensable license solely to access the Classifier on Your computer and/or mobile device, provided You comply with the restrictions set forth below in Section 2 (Restrictions on Software Rights). The license in the preceding sentence does not include use by any third party, and You shall not permit any such use. Licensor grants the license in this Section 2.1 under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights.
   • Restrictions on the Classifier. You receive no title to or ownership of any copy or of the Classifier itself or any components, code or functionality thereof. Furthermore, You receive no rights to the Classifier other than those specifically granted in Section 1 above. Without limiting the generality of the foregoing, You shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Classifier; (b) use the Classifier in any way forbidden by Section 5.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Classifier’s source code.
3. YOUR CONTENT.
   • Permission from You. You grant Licensor permission to access, process, and otherwise use Your Content (as defined below) in order to provide Licensor’s products and/or services to You, to track and analyze Your use of the Classifier, and make Your Content available to other users of the Classifier and other third parties. To the extent that You have intellectual property rights in Your Content, You grant Licensor a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Your Content for the purposes outlined in this Agreement. You agree that Your Content is not any person’s or entity’s confidential information, including Yours. As between the parties, You retain ownership of Your Content. (“Your Content” means any Content transmitted by You or on Your behalf to Licensor or its agents. “Content” means, as applicable, text, clicks, selections, and all other forms of data or communication.)
   • Rights in Your Content. You represent and warrant that You own Your Content or have received a valid license to Your Content and that submitting or transmitting Your Content to or through the Classifier will not violate the rights of any third party, including without limitation intellectual property, privacy, or publicity rights. Licensor is under no obligation to review or screen Your Content or other Classifier users’ Content.
   • Accuracy. Licensor has no responsibility or liability for the accuracy of any Content submitted to or transmitted through the Classifier by You or another user, including without limitation Your Content.
   • Right to Retain, Delete or Suspend Access. You must not rely on the Classifier for backup or storage of Your Content. Licensor may retain Your Content even if You are no longer using the Classifier, but Licensor is not required to give You copies of Your Content. Licensor may permanently delete or erase Your Content or suspend Your access to Your Content through the Classifier at any time and for any reason.
4. PRIVACY.
   • Privacy Policy & Compliance. You acknowledge Licensor’s privacy policy at https://upfronthealthcare.com/privacy-policy/, and you recognize and agree that nothing in this Agreement restricts Licensor’s right to alter such privacy policy. If Licensor receives a “right to know,” deletion, “right to be forgotten,” or similar request related to Your Content, Licensor may respond in accordance with applicable law. Nothing in this Agreement precludes Licensor from asserting rights or defenses it may have under applicable law related to such requests.
   • De-Identified Data. Licensor may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Your Content with the following removed: information that identifies or could reasonably be used to identify You, an individual person, or a household.)
   • Risk of Exposure. YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING YOUR CONTENT TO OR TRANSMITTING IT THROUGH THE CLASSIFIER, YOU ASSUME THOSE RISKS. Licensor offers no representation, warranty, or guarantee that Your Content will not be exposed or disclosed through the Classifier or through errors or the actions of third parties.
5. YOUR RESPONSIBILITIES & RESTRICTIONS.
   • Acceptable Use. You agree to comply with this Agreement at all times. In addition, You shall not: (a) provide, if applicable, Classifier passwords or other log-in information to any third party; (b) share non-public Classifier features or Content with any third party; (c) access the Classifier in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Classifier, or to copy any ideas, features, functions or graphics of the Classifier; or (d) engage in web scraping or data scraping on or related to the Classifier, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If Licensor suspects that You have violated the requirements of this Subsection 1, Licensor may suspend Your access to the Classifier without advanced notice, in addition to such other remedies as Licensor may have. Licensor is not obligated to take any action against You or any other Classifier user or other third party for violating this Agreement, but Licensor is free to take any such action it sees fit.
   • Unauthorized Access. You shall notify Licensor immediately if You know of or suspect unauthorized use of the Classifier or breach of its security.
   • Compliance with Laws. In using the Classifier, You shall comply with all applicable laws.
   • Communications from Licensor. You consent to receive email and/or text messages from Licensor in connection with Your use of the Classifier. Standard text messaging charges required by Your mobile carrier will apply to text messages Licensor send You.
6. IP & FEEDBACK.
   • IP Rights in the Classifier. Licensor retains all right, title, and interest in and to the Classifier, including without limitation all software used to provide the Classifier and all graphics, user interfaces, logos, and trademarks reproduced through the Classifier, as well as all Content other than Your Content. This Agreement does not grant You any intellectual property license or rights in or to the Classifier or any of its components. You recognize that the Classifier and its components are protected by copyright and other laws.
   • Feedback. Licensor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that You provide to Licensor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Licensor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. You hereby grant Licensor a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Licensor’s products or services.)
7. DISCLAIMERS.
   • Warranty Disclaimers. YOU AGREE THAT YOU ACCEPT THE CLASSIFIER “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) LICENSOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE CLASSIFIER WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE CLASSIFIER IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) LICENSOR DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE CLASSIFIER OR OTHER THIRD PARTIES.
   • Interactions with Other Users. You agree that You are solely responsible for Your transactions or other interactions, either through the Classifier or through other means of communication, with other users of the Classifier. You acknowledge that that Licensor has no liability for any such interactions. Licensor may monitor or become involved in disputes between You and other users of the Classifier but has no obligation to do so.
   • Third Party Sites and Content. You understand that the Classifier may contain or send You links to third party websites, applications or features not owned or controlled by Licensor (“Third Party Sites”), and that links to Third Party Sites may also appear in Content available to You through the Classifier. The Classifier may also enable interaction between the Classifier and a Third Party Site through applications that connect the Classifier, or Your profile on the Classifier, with a Third Party Site. Through Third Party Sites You may be able to access Content from third parties that Licensor does not control and/or share Your Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND LICENSOR WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.)
8. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Licensor and the Licensor Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the Classifier from Your account, including without limitation by Your Content; and (b) claims that use of the Classifier through Your account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Your obligations set forth in this Article 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Your expense and payment of judgments. Licensor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Licensor Associates” are Licensor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
9. LIMITATION OF LIABILITY.
   • Dollar Cap. LICENSOR’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $1.00.
   • Excluded Damages. IN NO EVENT WILL LICENSOR BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
   • Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY TO THE BENEFIT OF LICENSOR’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. You acknowledge and agree that Licensor has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 9 and elsewhere in this Agreement and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 9, Licensor’s liability will be limited to the maximum extent permissible.
10. TERM & TERMINATION.
    • Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until you cease using the Classifier .
    • Effects of Termination. The following provisions will survive termination of this Agreement: Articles 6 (IP & Feedback), 7 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), and 11 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
11. MISCELLANEOUS.
    • Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    • Notices & Infringement. Licensor may send notices to You by email or by text to Your mobile device at the email address or mobile number You provided, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to Licensor by email to [email protected], and such notices will be deemed received 72 hours after they are sent.
    • Assignment & Successors. You may not assign this Agreement or any of Your rights or obligations under this Agreement without Licensor’s express written consent. Except to the extent forbidden in this Section 3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    • Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Illinois, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Chicago, Illinois. This Subsection 6 and Subsection 11.10 below (Dispute Resolution) govern all claims arising out of or related to this Agreement, including without limitation tort claims.
    • Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
    • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    • Amendment. Licensor may amend this Agreement from time to time by posting an amended version at its website and sending You written notice thereof. Your continued use of the Classifier following the effective date of an amendment will confirm Your consent to the Amendment.
    • Dispute Resolution. Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the Classifier, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in Chicago, Illinois. The arbitration will be conducted by the applicable rules of the American Arbitration Association, or as otherwise mutually agreed by You and Licensor. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. You agree that You shall bring any claim, action or proceeding arising out of or related to the Agreement in Your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND LICENSOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.