Inwell Biosciences Website Terms of Use

Last modified: April 24, 2019

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Inwell Biosciences. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of theInwell Biosciences website (the “Website”), including any content, functionality, tools, and services offered (collectively, the Website and all related content, functionality, tools, and services are referred to as the “Service”) and are binding upon you. You should read these Terms of Use carefully.

BY ACCESSING, VIEWING, OR USING THE WEBSITE OR SERVICE, YOU ARE AGREEING TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT [INSERT WEBSITE] AND INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION [XX] AND THE CLASS ACTION WAIVER IN SECTION [XX], YOU MUST NOT ACCESS THE WEBSITE OR SERVICE.

For purposes of these Terms of Use, Inwell Biosciences includes Inwell Biosciences and its affiliates, its subsidiaries, and its and their investors, officers, directors, employees, agents, representatives, and assigns. “User” means each person who accesses or uses the Service or Website, whether or not such User personally created an account.

The Service is offered and available to Users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Inwell Biosciences, and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Service.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time and in Inwell Biosciences’ sole discretion. All changes are effective immediately when we post, and if you have an account, when you receive notice of them by whatever means we deem appropriate, and apply to your access to and use of the Service thereafter. Any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website or notice of the change is sent.

Your continued use of the Service following the posting or receipt of notice of the revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If you do not agree to the revised Terms of Use, you must stop using the Service and close your account.

Terms and Conditions

  1. Privacy Policy. Please refer to the Inwell Biosciences Privacy Policy at [URL] for information on how Inwell Biosciences collects, uses, and discloses information about you, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
  1. License.
    1. License Grant. Subject to the terms and conditions set forth in these Terms of Use, Inwell Biosciences grants you a limited, nonexclusive, and nontransferable license to use the Service, solely for your personal, noncommercial use except as expressly set forth herein. The Service will be in the form and format Inwell Biosciences determines in its sole discretion from time to time, and such form and format may limit or restrict use to certain types of devices at the exclusion of others and may have additional licensing terms restricting their use thereto.

 License Restrictions. Your license is subject to these Terms of Use and except as expressly provided for in these Terms of Use, you shall not:

  • copy the Service or any Inwell Biosciences content or materials contained therein (“Inwell Biosciences Content”), except as expressly permitted by this license
  • resale or commercially use (except as expressly set forth herein) the Service or any Inwell Biosciences Content
  • modify, translate, adapt, or otherwise create derivative works or improvements of the Service or any Inwell Biosciences Content, whether or not patentable
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof
  • use any data mining, robots, or similar data gathering or extraction methods
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time
  • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Service
  • use the Service other than for its intended purpose

 Term and Termination.

      1. The term of the License commences when you download, install, or use the Service and will continue in effect until terminated by you or Company as set forth in this Terms of Use.
      2. You may terminate this License by ceasing to use the Website and deleting your account.
      3. Inwell Biosciences may terminate this Agreement at any time without notice and in its sole discretion, which includes, but is not limited to, if it ceases to support the Service. In addition, the License will terminate immediately and automatically without any notice if you violate any of the terms and conditions of the License or the Terms of Use.
      4. Upon termination all rights granted to you under this Agreement will also terminate.
      5. Termination will not limit any of Inwell Biosciences’ rights or remedies at law or in equity.

 Reservation of Rights. You acknowledge and agree that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Service under these Terms of Use, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Inwell Biosciences reserves and shall retain its entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Terms of Use.

 Disclaimer of Warranties. THE SERVICE IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INWELL BIOSCIENCES, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, INWELL BIOSCIENCES PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INWELL BIOSCIENCES OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR THE CONTENT AND SERVICES FOR:

      1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES
      2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION
      3. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU

 Third-Party Materials. The Service may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Inwell Biosciences is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Inwell Biosciences does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

 Updates. Inwell Biosciences may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Inwell Biosciences has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of this Agreement.

 Authorized Use. Any use of the Service or the Inwell Biosciences Content other than as specifically authorized herein, without the prior, written permission of Inwell Biosciences, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. This license is revocable at any time.

 Consent to Use of Data and Mobile Communications. You consent to Inwell Biosciences communicating with you about the Service or in connection with the features, functions, and activities contained therein by SMS, text message, email, social media, or other electronic means. Your carrier’s normal messaging, data, and other rates and fees will apply to these communications.

 Prohibited Uses. You may use the Service only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

    1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries)
    2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise
    3. To collect User Content or any other information, materials or content obtained through the Service, including without limitation names, phone numbers, email addresses, profiles, copyrighted text, or job listings, or otherwise misuse or misappropriate information, materials or content, or any information obtained through use of the Service
    4. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Inwell Biosciences or users of the Website or expose them to liability

 Additionally, you agree not to:

    1. Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real-time activities through the Service
    2. Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service
    3. Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
    4. Use any device, software, or routine that interferes with the proper working of the Service
    5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful
    6. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service
    7. Attack the Service via a denial-of-service attack or a distributed denial-of-service attack
    8. Otherwise attempt to interfere with the proper working of the Service

 Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS INWELL BIOSCIENCES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES AND/OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, INCURRED BY INWELL BIOSCIENCES IN ANY WAY RELATED TO YOUR: (A) ACTS AND/OR OMISSIONS ONLINE AND OFFLINE; (B) BREACH OF THESE TERMS OF USE; (C) DISPUTES WITH OR BETWEEN OTHER USERS; (D) USE AND/OR MISUSE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, CONTENT AND/OR MATERIALS THEREIN OR OBTAINED THROUGH THE SERVICE; (E) VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION; (F) MISSTATEMENTS AND/OR MISREPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, REGARDING YOUR AGE AND YOUR OTHERWISE MEETING THE ELIGIBILITY CONDITIONS; (G) USE OF THIRD-PARTY SERVICES AND CONTENT; (H) USER CONTENT AND ANY ACTS OR OMISSIONS WITH RESPECT TO SUCH USER CONTENT; (I) USE OF ANY INFORMATION IN THE CONSUMER REPORTS INCLUDING WITHOUT LIMITATION IN VIOLATION OF FCRA; (J) USE OF ANCILLARY SUPPORT SERVICES; (K) CONDUCT IN CONNECTION WITH THE USE OF THE SERVICE OR ANY CONNECTIONS MADE THROUGH THE SERVICE; AND/OR (L) USE OF ANY SERVICES OR PRODUCTS OR ANY CONTRACTS OR ARRANGEMENTS MADE OR PROVIDED BASED ON INFORMATION, CONTENT AND/OR MATERIALS OBTAINED ON OR THROUGH THE SERVICE. YOU FURTHER AGREE THAT YOU WILL COOPERATE AS REQUESTED BY INWELL BIOSCIENCES IN THE DEFENSE OF SUCH CLAIMS.INWELL BIOSCIENCES RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY USERS, AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY SUCH CLAIM OR MATTER WITHOUT THE WRITTEN CONSENT OF INWELL BIOSCIENCES.

  1. Release. IF PERMITTED BY LAW, YOU ALSO AGREE TO RELEASE INWELL BIOSCIENCES FROM ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO INWELL BIOSCIENCES’ OWN NEGLIGENCE, INCLUDING, WITHOUT LIMITATION, ANY NEGLIGENCE RELATING TO:
    1. ANY MISSTATEMENTS OR MISREPRESENTATIONS MADE BY ANY USERS;
    2. INWELL BIOSCIENCES’ CONTENT AND ANY OTHER INFORMATION, MATERIALS AND CONTENT OBTAINED THROUGH USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ON FACEBOOK PAGES, TWITTER ACCOUNT, OR OTHER SOCIAL MEDIA;
    3. THIRD-PARTY SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PAYMENT, PRODUCTS AND/OR SERVICES;
    4. USER CONTENT, INCLUDING WITHOUT LIMITATION ANY ACTS OF OR RELIANCE UPON OTHER USERS WITH RESPECT TO SUCH USER CONTENT AND/OR ANY COMMENTS MADE BY A USER ABOUT OTHERS;

 Intellectual Property. Except for the license expressly granted in these Terms of Use, you are not granted any rights in or to the Service by implication, estoppel, or other legal theory, and all rights in and to the Service not expressly granted in these Terms of Use are hereby reserved and retained by Inwell Biosciences. The Service, the Inwell Biosciences Content, and all information, materials, tools, code and content contained therein, including without limitation all text, graphics, logos, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, directories, queries, algorithms, structure, organization, and other content (collectively “Proprietary Material”), are owned by Inwell Biosciences or its licensors or users and is protected by U.S. and international copyright law. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed.Inwell Biosciences owns the coordination, selection, arrangement and enhancement of such Proprietary Material as a collective work and/or compilation under the United States Copyright Act, as amended. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service. Furthermore, you are not allowed to post, distribute or reproduce any User Content. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject you to termination or suspension from the Service and/or civil and/or criminal penalties. In addition, the Service contains material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Inwell Biosciences and/or the relevant right holder. The service marks, trademarks, logos and, trade names appearing on this Service are owned by Inwell Biosciences or are appearing on the Service with permission of the respective owners, and you acknowledge the rights of Inwell Biosciences and the respective third parties therein. You may not copy or use any of these service marks, trademarks, logos, or trade names without the prior written permission of the owner.

 U.S. Export Controls. No part of the Service may be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

 No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.

 Modifications to the Service. Inwell Biosciences reserves the right in its sole discretion to make any modifications to the Service at any time and to discontinue, temporarily or permanently, the Service and/or any portion of the Service with or without notice to you. You agree that Inwell Biosciences shall not be liable to you or any third party for any modification or discontinuance of the Service or any portion thereof.

 No Joint Venture. You acknowledge that you are not legally affiliated with Inwell Biosciences in any way, and no independent contractor, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by your use of the Service or these Terms of Use. As such, you shall not have, or hold out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on Inwell Biosciences, except as provided herein or authorized in writing by Inwell Biosciences.

 Limitations on Use. In the interest of maintaining the performance and availability of the Service and in enforcing these Terms of Use, Inwell Biosciences reserves the right to place certain limitations on your access to the Service at any time and for any reason. You acknowledge and agree that this term supersedes any specific offer made by Inwell Biosciences and that these limitations may be enforced in Inwell Biosciences’ sole discretion.

 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND INWELL BIOSCIENCES CONTENT ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, CUSTOM, USAGE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. INWELL BIOSCIENCES DOES NOT REPRESENT, OR WARRANT, AND FURTHER DISCLAIMS ANY AND ALL LIABILITY ASSOCIATED WITH, THE FOLLOWING: (A) THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE SERVICE WILL BE RELIABLE, ACCURATE, SAFE, TIMELY OR COMPLETE; (C) THE CONDUCT OF ANY USERS ONLINE AND OFFLINE, WHETHER IN CONNECTION WITH THE SERVICE OR OTHERWISE; (D) THE CONDUCT OF OTHER THIRD PARTIES, INCLUDING HACKERS OR OTHERS WHO ENGAGE IN THE UNAUTHORIZED ACCESS, USE OR MISAPPROPRIATION OF ANY USER CONTENT OR INFORMATION; AND/OR (E) THE USE OF ANCILLARY SUPPORT SERVICES. INWELL BIOSCIENCES DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, SPIDERS, CANCEL BOTS, CORRUPTED FILES, OR ANY OTHER SIMILAR SOFTWARE, MALWARE OR MATERIALS THAT MAY DAMAGE, INTERFERE WITH, DISRUPT, IMPAIR, DISABLE OR OTHERWISE OVERBURDEN THE OPERATION OF ANY DEVICE, COMPUTER SYSTEM OR NETWORK. INWELL BIOSCIENCES CANNOT AND DOES NOT REPRESENT OR WARRANT THAT USER CONTENT OR INFORMATION WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS AND SHALL NOT BE LIABLE THEREFOR. INWELL BIOSCIENCES HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE INWELL BIOSCIENCES FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES OR DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE OR INWELL BIOSCIENCES CONTENT.

 Assumption of Risk. You assume all risks when using the Service, including without limitation all the risks associated with interactions with other Users. You agree to take all necessary precautions when interacting with other Users.

 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL INWELL BIOSCIENCES BE LIABLE TO YOU OR ANY OTHER USER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICE OR INWELL BIOSCIENCES CONTENT. IN THE EVENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INWELL BIOSCIENCES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 Notice. Any notice or other communication to be given hereunder shall be in writing and given by facsimile, postpaid registered or certified mail, return receipt requested, or electronic mail to the address listed below.

 Governing Law. All matters relating to the Service, these Terms of Use, or any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).

 Arbitration. You agree that any dispute brought against Inwell Biosciences regarding the Service, these Terms of Use, or any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be brought through binding arbitration filed with the American Arbitration Association, with a single arbitrator located in Utah County, Utah. The arbitrator shall not have the authority to award any party its fees or costs associated with the arbitration.

 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 Waiver and Severability. No waiver of by Inwell Biosciences of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Inwell Biosciences to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 Entire Agreement. The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Inwell Biosciences with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Contact. Inwell Biosciences may be contacted at: 312.586.1552.