Last revised on: September 6, 2023
The website located at onpointoncology.com (the “Site”) is a copyrighted work belonging to onPoint Oncology, Inc. (“onPoint”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
PLEASE BE AWARE THAT SECTION 9.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND ONPOINT. AMONG OTHER THINGS, SECTION 9.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9.2 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
- Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. onPoint may suspend or terminate your Account in accordance with Section 7.
- Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify onPoint of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. onPoint cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Access to the Site
- License. Subject to these Terms, onPoint grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own use for informational purposes only.
- Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or content thereon may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
- Modification. onPoint reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that onPoint will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
- No Support or Maintenance. You acknowledge and agree that onPoint will have no obligation to provide you with any support or maintenance in connection with the Site.
- Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by onPoint or onPoint’s suppliers or licensors. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. onPoint and its suppliers or licensors reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
- Feedback. If you provide onPoint with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to onPoint all rights in such Feedback and agree that onPoint shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. onPoint will treat any Feedback you provide to onPoint as non-confidential and non-proprietary. You agree that you will not submit to onPoint any information or ideas that you consider to be confidential or proprietary.
- Fees. If you pay a fee to use certain of the services made available via the Site (“Services”), you may be charged on a recurring billing cycle for all such fees. To make a payment, you will need to provide onPoint with the necessary billing information. We may use a third-party payment provider (the “Payment Provider”) to bill you through a payment account linked to your Account (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Provider (e.g. Stripe) in addition to these Terms. We are not responsible for any error by the Payment Provider. You agree to pay us, through the Payment Provider, all charges applicable to your Account and you authorize us, through the Payment Provider, to charge your chosen payment method (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes. You authorize us to charge your Billing Account at our convenience but within thirty (30) days of credit card authorization. You represent that you will not use any Billing Account unless you have all necessary authorization to do so.
onPoint’s fees are net of any applicable Sales Tax (as defined below). If any Services, or payments for any Services, under these Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to onPoint, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify onPoint for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that onPoint is permitted to pass on to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Your subscription may continue indefinitely until terminated in accordance with these Terms. PLEASE CONTACT US AT INFO@ONPOINTONCOLOGY.COM OR (844) 466-7646 FOR ANY QUESTIONS REGARDING YOUR ACCOUNT. You must promptly notify us if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized use of your Account. If you terminate your Account early, you hereby authorize us to charge your Payment Method for any applicable early termination fees. Your non-termination reaffirms that we are authorized to charge your Payment Method. Upon renewal of your subscription, if onPoint does not receive payment from your Payment Provider: (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that onPoint may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be re-activated and for purposes of renewal, your new Account commitment period will begin as of the day payment was received). This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you enrolled in the applicable Service.
- Indemnification. You agree to indemnify and hold onPoint (and its affiliates and our and our affiliates’ officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. onPoint reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of onPoint. onPoint will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- Third-Party Links & Ads; Other Users
- Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of onPoint, and onPoint is not responsible for any Third-Party Links & Ads. onPoint provides access to these Third-Party Links & Ads only as a convenience to you, and does not endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
- Other Users. Your interactions with other Site users (if any) are solely between you and such users. You agree that onPoint will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
- Release. You hereby release and forever discharge onPoint (and its affiliates and our and our affiliates’ officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ONPOINT (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
ANY CONTENT OR MATERIALS DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE OR THE SERVICES IS ACCESSED AT YOUR OWN RISK. ANY CONTENT OR MATERIALS ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. IT IS NOT INTENDED TO SERVE AS LEGAL OR FINANCIAL ADVICE, NOR IS IT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE OF A MEDICAL CODING PROFESSIONAL, HEALTH CARE PROVIDER, LEGAL COUNSEL, ACCOUNTANT OR FINANCIAL ADVISOR. IF YOU HAVE A QUESTION ABOUT A SPECIFIC MATTER, YOU SHOULD CONTACT THE APPROPRIATE PROFESSIONAL DIRECTLY TO RECEIVE TAILORED ADVICE. IT IS THE RESPONSIBILITY OF A HEALTH CARE FACILITY AND/OR A HEALTH CARE PROVIDER TO DETERMINE APPROPRIATE CODES, CHARGES, AND MODIFIERS, AND SUBMIT BILLS FOR ITEMS AND SERVICES CONSISTENT WITH APPLICABLE LAW AND PAYER REQUIREMENTS. THIRD-PARTY PAYERS MAY HAVE DIFFERENT POLICIES AND CODING REQUIREMENTS AND SUCH POLICIES CAN CHANGE OVER TIME. IT IS EACH PROVIDER’S RESPONSIBILITY TO CHECK AND VERIFY CURRENT PAYER POLICIES AND REQUIREMENTS AND TO ENSURE COMPLIANCE WITH THE SAME.
- Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONPOINT (OR OUR AFFILIATES, SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ONPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID US OVER THE IMMEDIATELY PRECEDING TWELVE MONTHS, OR (B) FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR AFFILIATES, SUPPLIERS OR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. onPoint will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6 and Sections 3 through 9.
- Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Dispute Resolution. Please read the following agreement to arbitrate sections (“Arbitration Agreement”) carefully. It is part of your contract with onPoint and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. Notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“Federal Arbitration Act”), will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.
- Applicability of Arbitration Agreement. Unless otherwise expressly provided herein, all claims and disputes arising out of or in connection with these Terms or the use of any Services provided by onPoint, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”), that cannot be resolved informally as described herein or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and onPoint, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Services or goods provided under these Terms.
- Informal Dispute Resolution. There might be instances when a Dispute arises between you and onPoint. If that occurs, onPoint is committed to working with you to reach a reasonable resolution. You and onPoint agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and onPoint therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet on an individual basis and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 60 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to onPoint that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to email@example.com or regular mail to PO Box 221, Hudson, Ohio 44236, Attn: Legal. Notice to you will be sent to the email address or address that onPoint has on file. It is your responsibility to keep your contact information updated with onPoint. The Notice to onPoint must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple individuals in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
- Arbitration Rules and Forum. Arbitration shall be administered by the American Arbitration Association (“AAA”), an established alternative dispute resolution provider that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR provider. The arbitration shall be governed by the AAA Commercial Arbitration rules if you are a business and the AAA Consumer Arbitration Rules if you are a consumer, except to the extent such rules are modified by or are in conflict with this Arbitration Agreement. The AAA’s rules governing arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. The seat, or legal place of arbitration, shall be New York City, NY. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and onPoint. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Arbitration Agreement. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and onPoint.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes (except for claims seeking injunctive relief or otherwise excluded from arbitration by these Terms) shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER OF THE SITE CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
- Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or onPoint need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: PO Box 221, Hudson, Ohio 44236, or email to firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
- Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. Except as provided herein, you further agree that any Dispute that you have with onPoint as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
- Confidentiality. To the fullest extent permitted by applicable law, the existence of the arbitration and any submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure, such as to protect a legal duty or pursue a legal right.
- Survival. This Arbitration Agreement will survive the termination of your relationship with onPoint.
- Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Excluded Claims. Notwithstanding the foregoing, claims of infringement, misappropriation or other misuse of the other party’s intellectual property rights shall not be subject to this Arbitration Agreement.
- Courts. Where this Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, NY, for such purpose.
- Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if onPoint makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing onPoint at the following address: PO Box 221, Hudson, Ohio 44236, or email to email@example.com. Unless you reject the change within 30 days of such change becoming effective by writing to onPoint in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. onPoint will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
- Governing Law. Aside from the interpretation and enforcement of the Arbitration Agreement as described above, these Terms and any action arising out of or relating in any way thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any conflict of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
- Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from onPoint or via the Site, or any products utilizing such data, in violation of the United States export laws or regulations.
- Disclosures. onPoint may be contacted at the address in Section 9.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Electronic Communications. The communications between you and onPoint use electronic means, whether you use the Site or send us emails, or whether onPoint posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from onPoint in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that onPoint provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
- Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship with onPoint is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without onPoint’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. onPoint may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
- Copyright/Trademark Information. Copyright © 2023 onPoint Oncology, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
- Copyright Policy. If you believe that your work has been copied and posted on the Website, or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Site or Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for onPoint’s Copyright Agent for notice of claims of copyright infringement is below.
- Contact Information:
PO Box 221
Hudson, Ohio 44236