Nursing Without Walls is now Gento

TERMS OF USE

Last Updated: November, 2019

This Terms of Use (“Agreement” or “Terms of Use”) is a legally binding agreement between you (the “User,” “you,” or “your”) and Nursing Without Walls, Inc. DBA Gento (“Nursing Without Walls,” “NWW,” “we,” “us,” “our”). You acknowledge and agree that your use of Nursing Without Walls DBA GENTO Platform (the “Platform”) throughGento  website at www.gento.io (the “Website”) or Gento mobile application (the “App”)., our , and any related terms.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at info@gento.io

Your use of our Platform shall constitute your acceptance of this Agreement and to all of the terms and conditions stated under this Agreement and our Privacy Policy referenced herein.

By registering and/or using your Services, I certify that I have read and agree to be bound by the terms and conditions set forth in the (GENTO) Terms of Service and the (GENTO) Privacy Policy.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMIT REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY ACCEPTING THIS AGREEMENT THROUGH ACCESSING AND USING OUR WEBSITE, APP, AND/OR PLATFORM, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN.

Capitalized terms not defined herein shall have the same meaning ascribed to them under our .

 

TERRITORIAL RESTRICTION

Our Website, App, and Platform are only available for use and download outside the European Union. Our Website, App, and Platform are not available for use or download by residents of, visitors to, or employees of our customers, who reside in the European Union (collectively a “European”). If you are a European, please do not access and/or use our Website, App, or Platform. If you are a resident in the United States of America (“US”), you must comply with this Terms of Use and our Privacy Policy. If you are a resident of any other country, please ensure compliance with all local laws prior to using our Platform.

If you have any questions regarding this Section, please email us at info@gento.io

 

PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you use our Website, App, and/or Platform. You understand that through your use of our Website, App, or Platform, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Nursing Without Walls and our affiliates.

 

ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Website, App, and/or Platform, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from accessing our Website, App, or Platform, (3) are not our competitor, or are not using our Website, App, or Platform for reasons that are in competition with us; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (6) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website, App, or Platform.

 

You represent and warrant that (1) you have the required rights, permission, and/or license to upload content; (2) Gento will not need to pay royalties to or obtain a license from any third party relating to your uploading of content; (3) any uploaded content does not infringe on the rights of any third party, violate any applicable laws, violate the terms of this Agreement, or violate any other agreement to which you are bound; (4) the content is free from any malware, spyware, viruses, Trojan horses, worms, or other malicious or harmful code; and (5) all Account information is accurate and truthful and that you will promptly update any such information that subsequently becomes inaccurate.

 

LICENSE TO GENTO

By using the Website, App, and/or Platform, you grant Gento a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, copy, store, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any content that you post through the Website, App, and/or Platform. Your grant of this license is for the purpose of Gento’s operating, developing, promoting, providing, and improving the Website, App, and/or Platform, including the performance of any required maintenance or to investigate, or address, your full and complete compliance with these terms.

 

THIRD-PARTY WEBSITES AND ENTITIES

The Website, App, and/or Platform may contain references and Internet links to third-party websites, services, or entities (“Third-Party Websites”). Gento does not endorse these Third-Party Websites. Gento is not responsible for the content or privacy, or inspection or vetting of said content or privacy, of Third-Party Websites. Should you access any Third-Party Website, you do so at your own risk, and you acknowledge and agree that Gento is not responsible for any damages or liabilities caused or alleged to be caused by your use of the Third-Party Websites. In no event will a partnership, joint venture, or employment relationship, between Gento and you or Gento and Third-Party Websites, be created or considered by this Agreement or any actions performed hereunder.

 

PRIVACY

We respect the privacy of our visitors and encourage you to read our Privacy Policy so that you may make an informed decision about using our Website, App, and/or Platform and see how we are using the information that we gather.

 

ACCESS AND SERVICE RESTRICTIONS

You agree that our Website, App, and/or Platform, including but not limited to any graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Nursing Without Walls DBA Gento and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Website, App, and/or Platform or in any manner that is inconsistent with the terms contained in this Agreement.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, App, and/or Platform, in any manner, and you will not exploit our Website, App, and/or Platform in any unauthorized way whatsoever, including but not limited to, using our Website, App, and/or Platform to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity.

 

RESERVATION OF RIGHTS

You acknowledge and agree that our Website, App, and/or Platform is provided for your use. Except to the extent necessary to access and use our Website, App, and/or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website, App, and/or Platform, whether expressly, by implication, estoppel, or otherwise. Gento and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website, App, and/or Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

 

ACCESS RIGHTS

You can access and use our Website at www.gento.io   If you want to access and use our App, please go to your Google Play Store or Apple App Store to download the App. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy. You agree to cooperate with us if the security of our Website, App, or Platform is compromised by you or another person through the use of our Website, App, or Platform. We will not be liable for any loss or damage arising from your failure to comply with this Section 9.

We may collect personal information (as set forth in the Privacy Policy) that you provide to us through our Platform, which may be stored on our servers. Upon your written request, we will provide you with a list of all of the personal information that we store on you within sixty (60) days of receiving your request. Also, upon your prior written request, we will delete any such information within sixty (60) days of receiving your request. Please send your requests to info@gento.io.

 

USER DO’S AND DON’T’S

As a condition to access our Website, App, and/or Platform, you agree to this Agreement and to strictly observe the following Do’s and Don’ts:

Do’s

  • Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
  • Provide accurate information to Nursing Without Walls and update from time to time as may be necessary;
  • Review our Privacy Policy; and
  • Review and comply with notices sent by Gento, if any, concerning our Website, App, and/or Platform.

Dont’s

  • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website, App, and/or Platform (excluding any user content);
  • Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website, App, and/or Platform, or any part thereof;
  • Utilize information, content or any data you view on and/or obtain from our Website, App, and/or Platform to provide any service that is competitive with us;
  • Imply or state, directly or indirectly, that you are affiliated with or endorsed by Nursing Without Walls unless you have entered into a written agreement with us;
  • Adapt, modify or create derivative works based on our Website, App, and/or Platform or technology underlying our Website, App, and/or Platform, or other Users’ content, in whole or in part;
  • Rent, lease, loan, trade, sell/re-sell access to our Website, App, and/or Platform or any information therein, or the equivalent, in whole or part;
  • Deep-link to our Website, App, and/or Platform for any purpose, i.e. including a link to our proprietary web pages other than our home page;
  • Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications;
  • Use manual or automated software, devices, scripts robots, site search/retravel application, other means or processes to “scrape”, “crawl,” “spider,” “data mine,” index, or retrieve any web pages contained in the Website, App, and/or Platform;
  • Use automated methods to add contacts or send messages;
  • Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Website, App, and/or Platform;
  • Attempt to or actually access our Website, App, and/or Platform by any means other than through the interface provided by Nursing Without Walls;
  • Attempt to or actually override any security component included in or underlying our Website, App, and/or Platform;
  • Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
  • Remove any copyright, trademark or other proprietary rights notices contained in or on our Website, App, and/or Platform, including those of both Gento or any of our licensors;
  • Use any information obtained from our Website, App, and/or Platform to harass, abuse, harm, stalk, intimidate, or exploit another User;
  • Impersonate any person or entity, defraud Nursing Without Walls or other Users, or act in any other deceptive manner;
  • Use the Website, App, and/or Platform to commit an illegal act or act in an illegal manner;
  • Distribute “spam;” or
  1. Post content that:
    1. promotes racism, bigotry, hatred, or physical or emotional harm of any kind against any group or individual;
    2. constitutes or advocates harassment or intimidation of any group or individual;
    3. is discriminatory to any protected class of individual or that suggests or promotes the discrimination of any person or class for employment purposes;
    4. is obscene, pornographic, sexually explicit, or that otherwise may offend others;
    5. provides instructional information about or advocates any illegal activities;
    6. contains any malware, spyware, viruses, Trojan horses, worms, or other malicious or harmful code, components, or devices;
    7. solicits information from users who are under the age of 18;
    8. solicits personal identifying information from other users for commercial or unlawful purposes
    9. involves the transmission “spam” or “junk” mail;
    10. relates to commercial activities (including, but not limited to, sales advertising, links to other websites, or premium line telephone numbers);
    11. is defamatory or libelous;
    12. is inaccurate, misleading, or false; or
    13. depicts another person or his/her likeness without that person’s consent
 
 

GENTO COMMUNICATIONS

You understand and agree that you may receive information from Nursing Without Walls via email or phone, if you provide such information to us.  You hereby consent to receive communications via email or phone. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications and you acknowledge and agree that you are solely responsible for any such charges and fees and not Gento.

I consent to receive calls or SMS messages, including by automated dialer, from Gento and its affiliates to the number I provide for service, informational and/or marketing purposes. I acknowledge that consent to receive such marketing messages is not a condition to use Gento’s services. I understand that I may opt-out by emailing “STOP” to info@gento.io or otherwise notifying Gento by phone or letter.

When you send us a query email on info@gento.io, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with this Terms of Use and our Privacy Policy.

 

PAYMENT

Accessing and using our Website or App is currently free of cost. In the event that we modify this in the future, we will communicate such modification to you as per the procedure detailed under Section 21 or as otherwise specified in another agreement between Gento and you.

 

INDEMNIFICATION

You agree to indemnify, defend, and hold Nursing Without Walls and our officers, employees, managers, directors, customers, and agents (the “Company Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Company Indemnified Parties arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.

 

DISCLAIMERS

Your access to and use of our Website, App, and/or Platform or any content are at your own risk. You understand and agree that our Website, App, and/or Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website, App, and/or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website, App, and/or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website, App, and/or Platform; and (iv) whether our Website, App, and/or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website, App, and/or Platform, will create any warranty or representation not expressly made herein.

 

LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Nursing Without Walls be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use our Website, App, and/or Platform, including, without limitation, any information made available through our Website, App, and/or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement, if any. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website, App, and/or Platform.  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Nursing Without Walls may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Nursing Without Walls’ liability will be the minimum permitted under applicable law.

 

TERMINATION

You may terminate this binding legal Agreement with Gento at any time by ceasing to access and use our Website, App, and Platform.

We reserve the right to suspend or cease providing you with access to all or part of our Website, App, and Platform at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for Nursing Without Walls, or (iii) our provision of our Website, App, and Platform to you is no longer commercially viable. In all such cases, this Agreement shall terminate, including, without limitation, any license you may have to access or use our Website, App, and Platform.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

 

TRADEMARKS AND INFRINGEMENT

Gento, the Gento Website, the Gento App, the Gento Platform, the Gento logo, and any proprietary product or service names contained on the Website, App, and Platform are either trademarks or registered trademarks of Gento or its licensors, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Gento, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names, or logos mentioned herein are the property of their respective owners.

If you believe that any material on our Website, App, or Platform infringes upon any trademark that you own or control,  please contact us immediately at  info@gento.io or at Gento, Inc., Attn: Trademark Infringement, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. 

 

COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Website, App, or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our designated Copyright Agent.

  • Your physical or electronic signature;
  • Identification of the copyrighted work(s) that you claim to have been infringed;
  • Identification of the material on our Website, App, or Platform that you claim is infringing and that you request us to remove;
  • Sufficient information to permit us to locate such material;
  • Your address, telephone number, and email address;
  • A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
 

Gento’s Copyright Agent to receive DMCA Takedown Notices is Victor Gajendran at info@gento.io or at Nursing Without Walls, Inc., Attn: DMCA Notice, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036.  You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section.  Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. 

We will remove the infringing content, subject to the procedures outlined in the Digital Millennium Copyright Act (“DMCA”).

 

ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

 

ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website, App, or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act, and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website, App, or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

 

MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website, App, or Platform, or by posting a modified version of this page, or by a comparable means within a reasonable time period.  Your continued use of our Website, App, or Platform shall constitute your consent to such changes.

 

RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Gento to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Gento.

 

GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 24.

 

DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH GENTO AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

BINDING ARBITRATION

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Gento agree (a) to waive your and Nursing Without Walls’ respective rights to have any and all Disputes arising from or related to this Agreement or use of our Website, App, and/or Platform, resolved in a court, and (b) to waive your and Gento’s respective rights to a jury trial. Instead, you and Gento agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).

 

No Class Arbitrations, Class Actions or Representative Actions

You and Gento agree that any Dispute arising out of or related to this Terms of Use or your use or access of our Website, App, or Platform is personal to you and Gento and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Gento agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Gento agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 

Federal Arbitration Act

You and Gento agree that this Terms of Use affect interstate commerce and that the enforceability of this Section 24 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

 

Notice; Informal Dispute Resolution

You and Gento agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Gento shall be sent by certified mail or courier to Gento, Inc., Attn: Victor Gajendran, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. Your notice must include (a) your name, postal address, telephone number, the email address you use or used on our Platform or to communicate Gento and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Gento cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Gento may, as appropriate and in accordance with this Section 24, commence an arbitration proceeding.

 

Process

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND GENTO AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR GENTO WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND GENTO WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and GENTO agree that  (a) any arbitration will occur in Lost Angeles County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.

 

Authority of Arbitrator

As limited by the FAA, this Terms of Use and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Terms of Use. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.

 

The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover attorneys’ fees and expenses if we prevail in arbitration.

 

Rules of AAA

The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by this Terms of Use, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.

 

Severability

If any term, clause or provision of this Section 24 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 24 will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law. 

 

Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 24 BY WRITING TO: Gento, Inc., RE: OPT-OUT, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH THIS SECTION 24.  

 

MISCELLANEOUS

This Agreement along with our Privacy Policy constitutes the entire agreement between you and Gento and supersedes any prior agreements between you and Gento with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website, App, or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Gento shall be given by certified mail, postage prepaid and return receipt requested to Gento, Inc. at 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. Any notices to you shall be provided to you through our Website, App, or Platform or provided to you via the email address you provided to Nursing Without Walls. DBA GENTO

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