Disclaimer and Terms of Use

Terms

By visiting, accessing, and/or otherwise using in any manner this website, web page, client portal, or mobile application, including but not limited to any content included therein, functionality and services offered on or through this website, web page, client portal, or mobile application, or our e-mails, texts, posts and other electronic messages (collectively, our “Site”), you hereby agree to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any and all applicable local laws. If you do not agree with any of the foregoing or subsequent terms, you are prohibited from using or accessing this Site and must exit immediately.

Our Site and all contents, features, and functionality (including but not limited to all information, software, text, displays, photographic depictions, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors and/or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, as applicable. We reserve the right to remove or modify our Site, and any service or item(s) we provide on our Site, in our sole discretion without notice thereof. We will not be liable if, for any reason, the entirety of or any part of our Site is not available at any time or for any period.

Use License

Your permission to visit, use, and otherwise access this Site in any manner constitutes a limited license, not a title transfer, and your limited license to visit, use, or otherwise access our Site in any manner shall automatically be revoked, without any notice thereof required, if you violate any restrictions and may also be terminated by us at any time for any reason or for no reason.

  • When using or accessing our Site, you may not:
    1. edit or duplicate any material or Services;
    2. use the material or Services for any commercial purpose, or for any public display of any kind (commercial or non-commercial);
    3. attempt to decompile or reverse engineer any software included on the Site or that supports the Site or any Services;
    4. engage in any data mining, data harvesting, data extracting or any other related activity in relation to this Site, or while using this Site;
    5. remove, or otherwise conceal in any way, any copyright or other proprietary notations from the material; or
    6. transfer the materials to another individual or entity or reflect the material on any other server.
  • Posting Content. In these Terms and Conditions of Use, your “Content” means any audio, video, text, photographic depictions, or other material, including comments, reviews, and/or feedback, you choose to post on or submit to us through this Website. Regarding your Content, by posting it in a way that is publicly visible, you grant us a non-exclusive, international, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate, and/or disseminate it on our Site and/or in any and all media. Your Content shall be your own and must not constitute infringement on any third party’s rights or violate any restrictions included in the subsection below. We reserve the right to remove any Content from our Site at any time, and for any reason, with no notice.
  • Without limiting the foregoing, you agree not to use, or allow to be used, any messaging mechanisms or any Services on our Site that permit text entry or the uploading or posting of audio, video or photographic depictions to post, transmit or disseminate any:
    1. unsolicited material to any persons or entities that have not otherwise agreed to receive such material or to whom you do not otherwise have a legal right to send any such material;
    2. material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its customers or subscribers attempt to decompile or reverse engineer any software contained on the Site or that supports the Site or any Services included therein;
    3. material or data that is illegal, or material or data that is harassing, coercive, libelous, defamatory, abusive, threatening, obscene, or otherwise reasonably objectionable, materials that are harmful  to minors or excessive in quantity, or materials that when transmitted could diminish, damage, or otherwise harm the reputation of us and/or our third- party service providers; material or data that is related to illicit drugs (e.g., marijuana, heroin) or to pharmaceuticals, material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, covertly intercept or expropriate any system, data, or personal information or contains any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to our equipment or facilities and/or those of any third party; or material or information that is false, deceptive or misleading, or likely to mislead or deceive.
  • Your permission to visit, use, and otherwise access this Site in any manner constitutes a limited license, not a title transfer, and your limited license to visit, use, or otherwise access our Site in any manner shall automatically be revoked, without any notice required, if you violate any restrictions and may also be terminated by us at any time for any reason or for no reason.

Disclaimer

You understand and agree that we cannot and shall not guarantee or otherwise warrant that files available for downloading from the internet or our Site will be free of viruses or other similar destructive code. You are responsible for implementing and maintaining sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means outside of our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY OR DOES INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO OR FROM IT. THE MATERIALS ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, NEITHER EXPRESSED NOR IMPLIED, AND HEREBY DISCLAIM AND NEGATE ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHERMORE, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON SITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITE LINKED TO THE SITE.

Limitation of Liability

IN NO EVENT WILL WE, OUR AFFILIATES OR OUR OR THEIR LICENSORS, SERVICE PROVIDERS, AGENTS, EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR SITE, ANY WEBSITES LINKED TO OR FROM IT, ANY CONTENT ON OUR SITE OR ON SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING BUT NOT NECESSARILY LIMITED TO NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT IMPACT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and/or hold harmless us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not necessarily limited to reasonable attorneys’ fees) arising out of or relating to your violation of these Terms and Conditions of Use and your use of our Site, including, but not necessarily limited to, any use of our Site’s content, services and products other than as expressly authorized in these Terms and Conditions of Use or your use of any information or materials obtained from our Site.

Revisions and Errata

The materials appearing on our Site could and may include technical, typographical, or photographic errors. We do not warrant that any of the materials on the Site are accurate, complete, or current. We may make changes to the materials contained on the Site at any time without any notice. We do not, however, make any commitment to update the materials.

Links

We have not reviewed all of the third-party websites linked to by the Site and are therefore not responsible for the contents of any such linked site. The inclusion of any link does not imply or indicate in any way endorsement by us of the third-party website. Navigation to and use of any such linked website is at the user’s own risk.

Site Terms of Use Modifications

We may revise, amend, or supplement these Terms and Conditions of Use for the Site at any time without notice. By visiting, accessing or otherwise using the Site in any manner, you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

Choice of Law

Any claim or cause of action relating to the Site shall be governed by the laws of the State in which we are incorporated, Tennessee, without regard to that state’s conflict of law provisions.

Entire Agreement

These Terms and Conditions of Use, our Privacy Policy and any other document we deem relevant constitute the sole and entire agreement between you and us with respect to our Site and usage thereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, in terms of our Site.

Our Online Communication Service is subject to the following terms and conditions.

Online Communication Terms & Conditions

Disclaimer: The Program is offered on an “as is” basis. We will not be liable for any delays, malfunctions, or failure in the receipt of any such messages connected with this Program. Delivery of online messages is subject to effective transmission from your internet provider/network operator and is outside of and beyond Our control. Your internet provider/network operator is not liable for delayed or undelivered online messages. Your usage of and participation in the Program is at your sole discretion and risk, and if you are not satisfied with the Program, message content, or these Terms for any reason, you should opt-out and cease usage of the Program.

Privacy Policy: We respect and value your privacy. We will only use information you provide to transmit your online messages and respond to you, if necessary. WE DO NOT SELL, RENT, LOAN, TRADE, LEASE OR OTHERWISE TRANSFER FOR PROFIT ANY CLIENT INFORMATION COLLECTED THROUGH THE PROGRAM TO ANY THIRD PARTY. Nonetheless, We reserve the right at any and all times to disclose any and all information that is necessary to satisfy any law, regulation or governmental request, to avoid liability, or to protect Our rights or property. When you complete forms online or otherwise provide us information in connection with the Program, you agree to provide accurate, complete, and truthful information. You agree not to use a false or misleading name or a name that you do not have permission to use. If in Our sole discretion, We believe that any such information is untrue, inaccurate, or incomplete, or that you have opted into the Program for an ulterior purpose, We may refuse to provide you access to the Program and pursue appropriate legal remedies, if any.

This Privacy Policy is strictly and solely limited to the Program and has no effect on any other privacy policy(ies) that may govern the relationship between you and Us in other contexts.

Dispute Resolution: In the event that there is a dispute, claim or controversy between you and Us, or between you and any third-party service provider acting on Our behalf to transmit the online messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, these Terms, Our Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim or controversy will be determined by arbitration in Memphis,  Shelby County, Tennessee before one arbitrator. The arbitration will be administered by arbitrators as set forth by the American Arbitration Association. For claims greater than $250,000, the American Arbitration Association Rules for Large and Complex cases will apply. For claims less than or equal to $250,000, the Consumer Arbitration Rules in effect at the time the arbitration is commenced will apply. The arbitrator will apply the substantive law of the State of Tennessee, exclusive of its conflict or choice of law rules. Nothing in this paragraph will preclude the parties from seeking provisional remedies to aid such arbitration from a court with appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in this paragraph in terms of applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms. Either party may begin arbitration by providing written correspondence by certified mail to the Company and the other party to the dispute a written demand for arbitration, setting forth and detailing the subject of the dispute and the relief requested (“Arbitration Demand”).

To the fullest extent permitted by law, each of the parties agrees that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to a jury trial in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated hereby.

The appointed arbitrator may award monetary damages and any other remedies allowed by the state law designated above. In making his or her determination, the arbitrator will not have the authority to modify or remove any term or provision of these Terms. The arbitrator shall deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who shall promptly act in accordance the Award. Any Award, including interim or final remedies, may be upheld or enforced in any court having jurisdiction, including any court having jurisdiction over either party or party’s assets. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or any form of review. Each party shall advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of providing the arbitration facility. In any arbitration arising out of or relating to these Terms, the arbitrators shall award to the prevailing party, if any, costs and attorneys’ fees reasonably incurred by the prevailing party in connection with that aspect of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards shall be offset. The parties shall maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by any applicable law. Any documentation or other evidence produced in any arbitration hereunder shall be treated as confidential by the parties, witnesses and arbitrators, and will not be disclosed to any third person (other than witnesses or experts), except as required by any applicable law or except if such evidence was obtained from the public domain or is otherwise obtained independently of the arbitration.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations associated therewith, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further or other rights hereunder. If any provision of these Terms is found to be unenforceable or otherwise invalid, that provision will be limited or excluded to the minimum extent required to ensure that this Agreement will otherwise remain in full force and effect and also be enforceable. Any new features, modifications, updates or improvements of the Program shall be subject to these Terms unless explicitly stated otherwise in writing. We reserve the right to change these Terms at any time. Any material updates to these Terms shall be communicated to you. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept and agree to these modified Terms.