1. Acceptance of Terms
These Terms of Use shall apply to each individual agent (“User”) who accesses the PurlPal Subscription Service as defined below, whether through the User’s own account, or through the account of an agency with which the User is affiliated. Please read these Terms of Use carefully. By accessing or using the Subscription Service, User accepts and agrees to be bound and abide by these Terms of Use as well as any policies, addenda or other documents incorporated herein by reference. If User does not want to agree to these Terms of Use, User must not access or use the Subscription Service.
2. Definitions
“Subscription Service” means licensed use of PurlPal LLC’s hosted, proprietary, web-based system currently known as “PurlPal” or “PurlPal Plus”, as the case may be. PurlPal LLC retains the unilateral right to rename the Subscription Service.
“User” means each individual agent who accesses the Subscription Service, whether through the User’s own account, or through the account of an agency with which the User is affiliated.
“User Data” means the data and information provided by User under these Terms of Use, including any information uploaded or transmitted to PurlPal LLC through the Subscription Service.
“Insights” means one or more healthcare policies identified through the Subscription Service as a viable option for User’s client based on User Data loaded into to the Subscription Service.
3. Use of the Subscription Service
License to Use Subscription Service.
Subject to these Terms of Use, PurlPal LLC grants to User a limited, non-exclusive, non-transferable license to access and use the Subscription Service solely in connection with User’s internal business operations and only for the permitted purposes expressly set forth herein. User’s right to use the Subscription Service is subject to and at all times contingent upon User: (1) holding a valid state license to sell health insurance in the state or states within which User seeks to sell health insurance; (2) holding a valid agreement with CMS or other applicable federal authority to sell ACA or Medicare Supplemental policies; (3) holding a valid agreement with one or more carriers to sell ACA and Medicare Supplemental products offered by said carrier(s) and (4) compliance with applicable insurance law.
Account Creation.
In order to access or use the Subscription Service, User will be required to establish an account and obtain a login name and password (“Account Credentials”). User authorizes PurlPal LLC to process any account transactions initiated through the use of User’s Account Credentials and User accepts responsibility for all activities that occur under their account. User is solely responsible for maintaining the confidentiality of their Account Credentials. User must immediately notify PurlPal LLC of any unauthorized use of their Account Credentials, and User is responsible for any unauthorized activities resulting from the compromise of their Account Credentials. In no event will PurlPal LLC be liable for the unauthorized use or misuse of User’s account or Account Credentials.
Account Sharing Prohibited.
User agrees not to share or disclose their Account Credentials to any third party. User agrees that they are fully responsible for all activity occurring under their user ID. To the extent that User grants another party access to User’s account by sharing their Account Credentials, User will be responsible for any activities undertaken by such third party through the use of User’s account as well as for an additional user fee for said third-parties use of the Subscription Service. User shall be responsible for any access to or use of the Subscription Service by User or any person or entity using User’s Account Credentials, whether or not such access or use has been authorized by User, and whether or not such person or entity is an employee or broker of User.
Use Restrictions.
Except as otherwise explicitly provided in these Terms of Use or as may be expressly permitted by applicable law, User will not, and will not permit or authorize third parties to: (a) rent, lease, or otherwise permit third parties to use the Subscription Service; (b) use the Subscription Service to provide services to third parties other than Users direct clients; (c) interfere with, disrupt, alter, translate, or modify the Subscription Service or any part thereof or create an undue burden on the Subscription Service or the networks or services connected to the Subscription Service; (d) introduce software or automated agents or scripts to the Subscription Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Subscription Service; (e) perform or publish any performance or benchmark tests or analyses relating to the Subscription Service or the use thereof; (f) use the Subscription Service in order to build a competitive product or service or copy or build a product using similar ideas, features and functions of the Subscription Service; nor (g) circumvent or disable any security or other technological features or measures of the Subscription Service. User shall not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any software components that are part of the Subscription Service. User will neither alter nor remove any trademark, copyright notice or other proprietary rights notices that may appear on any software components.
User Compliance with Laws.
User will use the Subscription Service, and upload data into the Subscription Service, in compliance with all applicable federal and state laws and regulations, including, but not limited to the following:
- Federal and state laws governing the sale and marketing of insurance policies, including those governing licensure and appointment of insurance agents;
- Federal and state laws governing PII, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Gramm-Leach-Bliley Act (“GLBA”), if applicable, and any state laws not otherwise preempted by HIPAA or, if applicable, GLBA;
- The Telephone Consumer Protection Act (“TCPA”); and
- The Patient Protection and Affordable Care Act (“PPACA”).
Authorized Users Only.
The use of the Subscription Service is restricted to those of User’s specified employees or other personnel for which User has created unique usernames and passwords (each, an “Authorized User”). User will be responsible for managing its Authorized User accounts, including, but not limited to, access authorization, monitoring, and access termination. User shall be responsible for maintaining and administering all current Authorized Users, including access levels and provide such information to PurlPal LLC upon request.
No Shared Access.
An Authorized User account is not permitted to be shared among users, and User will prohibit all Authorized Users from sharing any user account information with another person. User shall be responsible for the use of an Authorized User account by an unauthorized user and liable to PurlPal LLC to the same extent User would be under Section 2.3 herein regarding use of User’s account by an unauthorized third-party.
Authorized User Training.
User will ensure that all individuals provided user accounts have received appropriate training for use of the Subscription Service. User will grant each Authorized User the minimum access necessary within the application for performance of job duties. Authorized Users shall utilize internet browsers that are compatible with the Subscription Service.
Protection Against Unauthorized Use.
User will use reasonable efforts to prevent any unauthorized use of the Subscription Service and immediately notify PurlPal LLC in writing of any unauthorized use that comes to User’s attention. If there is unauthorized use by anyone who obtained access to the Subscription Service directly or indirectly through User, User will take all steps reasonably necessary to terminate the unauthorized use. User will cooperate and assist with any actions taken by PurlPal LLC to prevent or terminate unauthorized use of the Subscription Service.
Reservation of Rights.
User will not have any rights to the Subscription Service except as expressly granted herein. PurlPal LLC reserves to itself all rights to the Subscription Service not expressly granted to User in accordance with these Terms of Use. User acknowledges that these Terms of Use grants certain rights to access the Subscription Service, as hosted by PurlPal LLC, but nothing herein may be construed to require delivery of a copy of the Subscription Service or to grant User any right to obtain such a copy.
User Data.
User shall be responsible for and assumes the risk, responsibility, and expense of: (a) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such User Data; and (b) acquiring, installing, and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use the Subscription Service.
Insights.
Subject to these Terms of Use, PurlPal LLC grants User a worldwide, non-transferable, non-exclusive license during the Subscription Term to view, download and use the Insights made available to User through the Subscription Service solely for User’s internal business purposes. User may not make any Insights available to any third party.
4. Provider Rights and Obligations
Availability.
PurlPal LLC will use commercially reasonable efforts to make the Subscription Service available twenty four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which PurlPal LLC shall give at least eight (8) hours’ notice via the Subscription Service and which PurlPal LLC shall schedule to the extent reasonably practicable between Friday at 22:00 EST and Monday 5:00 EST); or (b) any unavailability caused by circumstances beyond PurlPal LLC's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems (other than those involving PurlPal LLC’s employees), computer, telecommunications, Internet service provider, or hosting facility failures or delays involving hardware, software, or power systems not within PurlPal LLC’s possession or reasonable control, and denial of service attacks.
Modification.
PurlPal LLC reserves the right to modify the Subscription Service at any time as long as such modifications are made across PurlPal LLC’s customer base and will have no liability for any such modification. In the event that PurlPal LLC adds additional functionality to the Subscription Service that it generally does not make available to similar users of the Subscription Service (e.g., with similar restrictions and subscription levels), PurlPal LLC may condition the implementation of such modifications on User’s payment of additional fees, and User will not be entitled to such new functionality unless User pays such fees, provided User may continue to use the version of the Subscription Service that PurlPal LLC makes generally available (without such features) without paying additional fees.
Implementation and Customization Subscription Services.
No customization or implementation services are included in the Fees under this Subscription Service Agreement.
Technical Support Subscription Services.
PurlPal LLC will provide User with then-current standard technical support services with respect to the Subscription Service so long as User is current in payment of the Fees. With respect to technical information, User provides PurlPal LLC as part of the Technical Support Services, PurlPal LLC may use such information for its business purposes, including for product support and development.
Security.
PurlPal LLC shall implement reasonable technical and organizational security measures against unauthorized or unlawful processing of personal data and against accidental loss, destruction, or damage to such personal data. The Parties will also comply with the Business Associate Agreement entered into between PurlPal LLC and User.
5. Termination, Suspension, and Modification
Termination.
PurlPal LLC may, in its sole discretion, suspend or terminate User’s account at any time, for any reason or no reason, with or without notice. PurlPal LLC reserves the right to modify or discontinue the Subscription Servicer at any time (including by limiting or discontinuing certain features of the Subscription Service), temporarily or permanently, upon reasonable notice to User. PurlPal LLC will have no liability for any change to the Subscription Service or any suspension or termination of User’s access to or use of the Subscription Service.
Suspension of Subscription Service.
PurlPal LLC may, immediately upon notice to User, suspend access to the Subscription Service if and as necessary to protect the User Data in the event of a threat to the technical security or technical integrity of the Subscription Service. Additionally, PurlPal LLC will have the right, in addition to any of its other rights or remedies, to immediately suspend the provision of the Subscription Service or access to the Subscription Service to User, without liability to User, if any undisputed amount due under these Terms of Use is not received by PurlPal LLC within fifteen (15) days after PurlPal LLC provided notice that such amount was overdue. PurlPal LLC will notify User of any suspension under this Section 4.2 as soon as reasonably practicable.
Modification of Subscription Service.
PurlPal LLC may upgrade, modify, change or enhance the Subscription Service and convert User to a new version of the Subscription Service or revise these Terms of Use at any time in its sole discretion, with or without notice. Any such revision or change will be binding after posting of the revised Terms of Use or change to the Subscription Service on PurlPal LLC’s website, or upon notification to User by e-mail. By continuing to use the Subscription Service after any revision to these Terms of Use or change in the Subscription Service, User agrees to abide by and be bound by any such revisions or changes. If User does not agree to such revisions or changes, User may cancel their account. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within PurlPal LLC’s website
6. Intellectual Property
Ownership.
PurlPal LLC retains all right, title, and interest in and to the Subscription Service. User understands and agrees that PurlPal LLC may use and disclose, in an aggregated format only, any and all data derived or collected from User’s use of the Subscription Service, including for the purposes of operating, managing, maintaining and improving PurlPal LLC’s products and services, and for developing and distributing benchmarks and similar reports and databases; provided that such aggregated data is not identified or identifiable as originating with or associated with User or any individual person.
Feedback.
PurlPal LLC is hereby granted a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization, or sale of all or substantially all assets or equity), sublicensable license to use, copy, modify, or distribute, including by incorporating into the Subscription Service, any suggestions, enhancement requests, recommendations or other feedback provided by User or its users relating to the operation of the Subscription Service.
7. Warranties and Disclaimer
USER REPRESENTATIONS AND WARRANTIES.
User represents, warrants and covenants that:
- User will use the Subscription Service only for lawful purposes and in strict conformance with these Terms of Use.
- All information submitted through the Subscription Service by User is accurate and complete.
- User is duly licensed in each jurisdiction in which User engages or transacts the business of insurance and will maintain such licensure in good standing.
- User has obtained the appropriate consents necessary to collect and maintain all PII that User transmits through the Subscription Service.
- User has obtained appropriately documented consent from all consumers on whose behalf User submits an application for insurance through the Subscription Service.
- User has appropriate safeguards in place to protect the confidentiality of all PII in User’s possession or control.
- User shall remain in compliance with all applicable federal and state laws.
Personal Information.
User represents and warrants that it will, at its own expense, obtain all third party consents and/or permissions that may be necessary and appropriate for PurlPal LLC’s use and processing of the User Data in accordance with these Terms of Use. User represents and warrants that if User uploads into the Subscription Service, or otherwise provides for processing by the Subscription Service, any data or information that may be deemed PII under applicable law, User has complied with all such laws with respect to the collection, transfer, and use of that PII in connection with the Subscription Service, including without limitation proper disclosure and obtaining all required consents from each individual to transfer that PII to servers associated with the Subscription Service located in the United States or elsewhere.
Third Party Software.
The Subscription Service may contain third party software that requires. PurlPal LLC makes no warranties with respect to third party software.
General Disclaimer.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 6, PurlPal LLC MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. PurlPal LLC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. PurlPal LLC DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. PurlPal LLC DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. PurlPal LLC EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF USER’S USE OF THE SERVICE.
SPECIFIC DISCLAIMER.
USER ALSO ACKNOWLEDGES AND AGREES THAT THE SUBSCRIPTION SERVICE AND INSIGHTS ARE NOT INTENDED TO BE MEDICAL ADVICE OR INSTRUCTIONS FOR MEDICAL DIAGNOSIS, TREATMENT OR CARE OF PERSONS, AND NO PHYSICIAN-PATIENT RELATIONSHIP IS, OR IS INTENDED TO BE, CREATED BY INSIGHTS. THE INSIGHTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, EXAMINATION, DIAGNOSIS OR TREATMENT AND SHOULD NOT BE USED TO DIAGNOSE, TREAT, CURE, OR PREVENT DISEASE WITHOUT SUPERVISION OF A DOCTOR OR QUALIFIED HEALTHCARE PROVIDER. THE SERVICE AND INSIGHTS ARE INTENDED FOR REFERENCE AND DECISION SUPPORT PURPOSES ONLY. THE SERVICE AND INSIGHTS ARE NOT TO BE USED DIRECTLY FOR TREATMENT OR THERAPEUTIC DECISION-MAKING, AND UNDER NO CIRCUMSTANCES REPRESENT PURLPAL LLC RECOMMENDATIONS. USER ACKNOWLEDGES AND AGREES THAT THE SERVICE AND INSIGHTS ARE NOT INTENDED TO BE STATEMENTS OF FACT OR TRUTH. PurlPal LLC ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE DATABASES UNDERLYING THE SERVICE OR INSIGHTS OR FOR THE OPINIONS AND RECOMMENDATIONS UPON WHICH THE SERVICES MAY BE BASED.
SPECIFIC DISCLAIMER.
ALTHOUGH PURLPAL LLC ATTEMPTS TO ENSURE THE INTEGRITY AND ACCURACY OF THE SUBSCRIPTION SERVICE, IT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER AS TO THE CORRECTNESS OR ACCURACY OF THE SUBSCRIPTION SERVICE AND CONTENT THEREON. IT IS POSSIBLE THAT THE SUBSCRIPTION SERVICE COULD INCLUDE TYPOGRAPHICAL ERRORS, INACCURACIES OR OTHER ERRORS, AND THAT UNAUTHORIZED ADDITIONS, DELETIONS AND ALTERATIONS COULD BE MADE TO THE SUBSCRIPTION SERVICE BY THIRD PARTIES. IN THE EVENT THAT AN INACCURACY ARISES, PLEASE INFORM PURLPAL LLC SO THAT IT CAN BE CORRECTED. PURLPAL LLC RESERVES THE RIGHT TO UNILATERALLY CORRECT ANY INACCURACIES ON THE SUBSCRIPTION SERVICE WITHOUT NOTICE. INFORMATION CONTAINED ON THE SUBSCRIPTION SERVICE MAY BE CHANGED OR UPDATED WITHOUT NOTICE. ADDITIONALLY, PURLPAL LLC SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR INFORMATION OR CONTENT POSTED TO THE SUBSCRIPTION SERVICE FROM ANY NON-PURLPAL LLC AFFILIATED THIRD PARTY.
SPECIFIC DISCLAIMER.
PRODUCT INFORMATION AND DESCRIPTIONS CONTAINED WITHIN THE SUBSCRIPTION SERVICE ARE NOT INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL APPLICABLE TERMS, EXCLUSIONS AND CONDITIONS, BUT ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. PLEASE REFER TO THE ACTUAL POLICY FOR COMPLETE DETAILS OF COVERAGE UNDER A SPECIFIC POLICY.
HIGH-RISK ACTIVITIES.
THE SERVICE IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE OR SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. PURLPAL LLC SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH HIGH-RISK ACTIVITIES.
8. Customer Indemnification
Indemnification.
User agrees to release, indemnify, defend and hold PurlPal LLC and its agents, employees, officers, directors, shareholders, contractors, affiliates and assigns harmless from all claims, damages, fines, penalties, costs, expenses (including reasonable attorneys' fees), or any other liabilities relating to or arising out of (a) the breach of User’s representations, warranties and obligations under these Terms of Use; (b) use of the Subscription Service other than as permitted by these Terms of Use by User or anyone using User’s Account Credentials, whether authorized by User or not; (c) infringement of any intellectual property or other proprietary right of any third party by User; (d) violation of these Terms of Use; (e) any information or data User supplied to PurlPal LLC; (f) unauthorized access, use or disclosure of PII in User’s possession or control except to the extent directly caused by PurlPal LLC; or (g) any violation of federal or state law caused by or resulting from User’s use of the Subscription Service; or (h) any claim, lawsuit, litigation, arbitration, or any other form of legal or regulatory action brought against PurlPal LLC caused by or resulting from User’s use of the Subscription Service.
9. Limitations of Liability
Disclaimer of Indirect Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PURLPAL LLC OR ITS REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH (A) USER’S USE OF THE SUBSCRIPTION SERVICE; (B) USER’S INABILITY TO USE OR ACCESS THE SUBSCRIPTION SERVICE; (C) UNAUTHORIZED USE OF USER’S ACCOUNT CREDENTIALS; (D) ANY INFORMATION, CONTENT OR FUNCTIONALITY OFFERED THROUGH THE SUBSCRIPTION SERVICE; (E) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SUBSCRIPTION SERVICE; (F) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, DEFICIENCIES OR OTHER INACCURACIES IN THE SUBSCRIPTION SERVICE; (G) ANY UNAUTHORIZED ACCESS TO, USE, DISCLOSURE OR ALTERATION OF, USER’S TRANSMISSIONS OF DATA INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFIABLE INFORMATION; (H) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SUBSCRIPTION SERVICE; OR (I) ANY EVENT BEYOND PURLPAL LLC’S REASONABLE CONTROL. TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, PURLPAL LLC’S MAXIMUM AGGREGATE LIABILITY IN RELATION TO ANY EVENT OR SERIES OF RELATED EVENTS WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL PURLPAL LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF PURLPAL LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, PURLPAL LLC'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS OF USE.
10. General
Assignability.
User may not assign its rights, duties, and obligations under these Terms of Use without PurlPal LLC’s prior written consent. PurlPal LLC may assign these Terms of Use at any time without notice or consent.
Notices.
Any notice required or permitted to be given in accordance with these Terms of Use will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the Service Order and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 9.2. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
Dispute Resolution and Arbitration.
User agrees that disputes arising under these Terms of Use will be resolved by binding, individual arbitration, and by accepting these Terms of Use, User and PurlPal LLC are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. User rights will be determined by a neutral arbitrator instead of a judge or jury. Any arbitration between User and Purpal LLC will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”). Notwithstanding the foregoing, nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) pursue an enforcement action through the applicable federal, state, or local governmental agency if that right of action is available; (b) seek injunctive relief in a court of law in aid of arbitration; or (c) to file suit in a court of law to address an intellectual property infringement claim.
Force Majeure.
Neither party will be liable for or be considered to be in breach of or default under these Terms of Use on account of, any delay or failure to perform as required by these Terms of Use as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
Governing Law.
These Terms of Use will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Oregon, U.S.A., without reference to its choice of law rules. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Oregon in connection with any action arising out of or in connection with these Terms of Use.
Waiver.
Any waiver of the provisions of these Terms of Use or of a party’s rights or remedies under these Terms of Use must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms of Use or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under these Terms of Use and will not in any way affect the validity of the whole or any part of these Terms of Use or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms of Use will not preclude the enforcement by the party of any other right or remedy under these Terms of Use or that the party is entitled by law to enforce.
Severability.
If any part of these Terms of Use are found to be illegal, unenforceable, or invalid, the remaining portions of these Terms of Use will remain in full force and effect. If any material limitation or restriction on the use of the Subscription Service under these Terms of Use is found to be illegal, unenforceable, or invalid, User’s right to use the Subscription Service will immediately terminate.
Construction.
Headings are used in these Terms of Use for reference only and will not be considered when interpreting these Terms of Use. Unless otherwise specified herein: (a) the word “including” means “including but not limited to”; and (b) any reference to days will mean calendar days.
Entire Agreement.
These Terms of Use and any addenda attached hereto, constitute the entire agreement between User and PurlPal LLC relating to User’s use of the Subscription Service, and supersede any previous agreements, understandings, representations and warranties (both oral and written) with respect to User’s use of the Subscription.