Last Updated: June 20, 2022
These Terms provide that all disputes between you and Tandem with respect to your use of the Service will be resolved by BINDING ARBITRATION to the fullest extent permitted under applicable law. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court, to the fullest extent permitted under applicable law. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action to the fullest extent permitted under applicable law. Please review Section 22 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with Tandem.
1. The Service Does Not Provide Medical Advice. THE SERVICE IS NOT DESIGNED OR INTENDED FOR USE IN EMERGENCY SITUATIONS. THE SERVICE IS NOT A REAL-TIME MONITORING SYSTEM AND DOES NOT IDENTIFY AND DOES NOT REPORT, MEDICAL EMERGENCIES. EMERGENCIES AND URGENT QUESTIONS SHOULD BE DIRECTED IMMEDIATELY TO QUALIFIED PROFESSIONALS (E.G., CALL 911 AND/OR VISIT AN URGENT CARE CENTER). TANDEM IS NOT A HEALTH CARE PROVIDER AND DOES NOT PROVIDE MEDICAL CARE OR ADVICE. The Service and the content and information available through it should not be used as a basis for any diagnosis, monitoring, management, or treatment of any medical condition. The information provided on our website and associated online services and mobile applications is provided by Tandem for general information purposes only. It is not intended to and does not provide a means for users to self-diagnose any medical condition. Nothing contained in the Service is intended to replace a physician-patient relationship or to be a substitute for medical advice. The Service does not offer personalized medical diagnosis or patient-specific treatment advice. You further acknowledge that the Service and content available on the Service are not intended for use in an emergency response situation and are not suitable for use in such situations where failure, delay, inaccuracies, or errors in the Service or content available through the Service could lead to death or personal injury. The Service and content available on the Service cannot be considered a lifesaving solution, and they are not a substitute for emergency services. All life-threatening and emergency situations should be directed to the appropriate emergency response services in your area. You may not post medical or similarly sensitive personal information to publicly available areas of the Service.
If you have any concerns about other users of the Services, including concerns about a Caregiver’s credentials or experience, we encourage you to contact us at compliance@Tandem.Care. We welcome your feedback about your experience with Caregivers so that other Members can benefit from that information. You agree to take reasonable precautions in all interactions with other users of the Service.
a. Limited License. Subject to your ongoing compliance with these Terms, Tandem grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use for lawful purposes.
b. License Restrictions. Except and solely to the extent permitted by applicable law notwithstanding these restrictions, you may not: (i) reproduce, distribute, publicly display, or publicly perform the Service or any part thereof; (ii) reverse engineer, decompile, or make modifications to the Service or any part thereof; or (iii) interfere with or circumvent any feature of the Service or any part thereof, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
c. Open-Source Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open-Source Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict you from obtaining such Open-Source Components under the applicable third-party licenses or to limit your use of such Open-Source Components thereunder.
4. Tandem Equipment. Depending on the Services you subscribe to, you may be provided certain equipment and/or devices (“Equipment”) from Tandem for the purpose of providing the Services. Unless otherwise explicitly stated in your Membership Agreement, all Equipment is owned by Tandem and provided to you only for the duration of the Services. You expressly agree that you will use the Equipment exclusively in connection with the Services. You agree that all Equipment belongs to other third parties or us and will not be deemed fixtures or in any way part of your premises. We may remove or change the Equipment at our discretion at any time the Services are active or following the termination of your Services. You acknowledge that any addition to, removal of, or change to the Equipment may interrupt your Services. You may not sell, lease, abandon, or give away the Equipment or permit any other service provider to use the Equipment, including Equipment for which an Unreturned Equipment Fee has been paid. The Equipment may only be used at the home address indicated by you at the time of enrollment unless expressly permitted by us. At your request, we may relocate the Equipment for an additional charge. YOU UNDERSTAND AND ACKNOWLEDGE THAT IF YOU ATTEMPT TO INSTALL OR USE THE EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES OR OTHERWISE EXPRESSLY AUTHORIZED BY US, THE SERVICES MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. You agree that you will not allow anyone other than us or our agents to service the Equipment.
5. Notifications and Automatic Alerts. Under some circumstances, Tandem may present you with notifications, prompts with links to additional information, or suggested actions based on Tandem’s analysis of any information, images, videos, or other content or materials you upload to or transmit through the Service (“Communications Data”). Communications Data and other information you have provided to Tandem. Tandem makes no representations or warranties about any notifications' accuracy, reliability, completeness, or timeliness. You accept that any reliance on these notifications will be at your own risk, and Tandem disclaims all liability arising from your use of them or reliance upon them.
6. User Content
a. User Content Generally. Certain features of the Service may permit you and other users to upload content to the Service, including Communications Data and other messages, reviews, images, data, text, and other types of information (“User Content”) and publish User Content on the Service. You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content that you post to the Service.
c. Limited License Grant to Other Users. By posting or sharing User Content with other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
d. User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
i. you are the creator and owner of the User Content or have the necessary licenses, rights, consents, and permissions to authorize Tandem and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the Service, Tandem, and these Terms; and
ii. your User Content, and the use of the Service as contemplated by these Terms, does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (2) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (3) cause Tandem to violate any law or regulation, including laws related to the privacy of personal or health information.
e. User Content Disclaimer. We are under no obligation to monitor, edit, or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content or any failure to review or act upon User Content. Tandem may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that, in our sole judgment, violates these Terms or is otherwise objectionable. Furthermore, you acknowledge that certain User Content, such as product reviews, may be “sponsored” or otherwise incentivized by Tandem or third parties and that Tandem is not responsible for any inadequate disclosure of potential conflicts of interest by the producers or publishers of such User Content. To the fullest extent allowed under applicable law, you agree to waive and do waive, any legal or equitable right or remedy you have or may have against Tandem with respect to User Content. We expressly disclaim any and all liability in connection with User Content to the fullest extent allowed under applicable law. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.
7. Procedure for Unlawful User Content
a. General. If you believe that any User Content does not conform to these Terms, please notify us by calling 1-800-955-4497 or emailing us at compliance@Tandem.Care.
b. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our designated agent at the following address:
Tandem Careplanning, a Public Benefit Corporation
ATTN: Legal Department (Copyright Notification)
22287 Mulholland Highway, #606
Calabasas, CA 91302
Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices.
c. Repeat Infringers. Tandem will take steps to promptly terminate without notice the accounts of users that Tandem determines to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least three times.
8. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
a. use or access the Service (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
b. conduct activities that may be harmful to others or that could damage Tandem’s reputation;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right or violating any third-party privacy right;
d. post or upload marketing or advertising links or content (except as expressly permitted by Tandem), or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
e. use scrapers, robots, or other data gathering devices not provided by Tandem on or through the Service;
f. interfere with security-related features of the Service, including by (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Service, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
g. interfere with the operation of the Service or any user’s enjoyment of the Service, including by (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) attempting to collect personal information, Communications Data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
h. perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other Service account without permission, or falsifying your account registration information;
i. modify, translate, or create derivative works, adaptations or compilations of, or based on, the Service or part thereof, or use, copy or reproduce the Service or any part thereof other than as expressly permitted in these Terms;
j. assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 13) or any right or ability to view, access, or use any Material; or
k. attempt to do any of the acts described in this Section, or assist or permit any person in engaging in any of the acts described in this Section.
9. Third-Party Services and Linked Websites. Websites and services provided by third parties are not under our control, and we are not liable for any third-party services. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for them or their content. Any third-party links provided on the Service are for your convenience and are not endorsements of any third party.
10. Termination of Use; Discontinuation and Modification of the Service. You may terminate your account at any time by contacting customer service at 1-800-955-4497 or at compliance@Tandem.Care. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Tandem may, in its sole discretion, terminate your user account on the Service or suspend or terminate your access to the Service at any time if you violate any provision of these Terms if we no longer provide any part of the Service, or for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. To the fullest extent permitted under applicable law, we will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Upon the termination of your account or this agreement for any reason, Tandem may at its option delete any data associated with your account.
b. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, our informed consent forms, if applicable, or rules that are applicable to a particular feature or content on the Service. All Additional Terms are incorporated by this reference into and made a part of these Terms. Members of our CareAssist Program will be subject to the provisions of these Terms as well as the Membership Agreement. If you have questions about our CareAssist Program, please contact 1-800-955-4497.”
12. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. When we update these Terms, we will also update the “Last Updated” date on top of this document. If a change to these Terms materially modifies your rights or obligations, we will notify you of the modified Terms by email to the address you provided in your user profile and/or in a notification in the Service or on our website. Material modifications will be effective upon your acceptance of such modified Terms or upon your continued use of the Service after we send or post our notification of the changes, whichever is earlier. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
13. Ownership; Proprietary Rights. The Service is owned and operated by Tandem. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Tandem are protected by intellectual property and other laws. All Materials included in the Service are the property of Tandem or our third-party licensors. Except as expressly authorized by Tandem, you may not make use of the Materials. Tandem reserves all rights to the Materials not granted expressly in these Terms.
14. Subcontractors. You hereby consent to Tandem’s engagement of third parties (including Tandem’s affiliates) to perform, provide, or support the performance or provision of all or any portion of the Service.
15. Feedback. After you have received services through the Service, you may have the opportunity to rate your experience and leave additional feedback. If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Tandem an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
16. Indemnity. To the fullest extent permitted under applicable law, you are responsible for your use of the Service, and you will defend and indemnify Tandem and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Tandem Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) all claims arising from or alleging fraud, intentional misconduct, criminal acts, or gross negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter) and in that case, you agree to cooperate with our defense of that claim.
17. Disclaimers; No Warranties. THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE TANDEM ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; (C) ANY WARRANTY AS TO WHETHER THE COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICE IS TRUE, COMPLETE OR ACCURATE; AND (D) ANY WARRANTY IN ASSOCIATION WITH A CAREGIVER (INCLUDING, WITHOUT LIMITATION, THE QUALITY OF ANY OF THE CAREGIVERS ACTIONS OR INACTIONS). THE TANDEM ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TANDEM OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE TANDEM ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
18. Limitation of Liability. IN NO EVENT WILL THE TANDEM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TANDEM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE TANDEM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19. Force Majeure. To the fullest extent permitted under applicable law, Tandem will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorized access to Tandem’s information technology systems by third parties; (g) epidemics or pandemics; or (h) other causes beyond the reasonable control of Tandem.
20. Governing Law and Venue. These Terms and your use of the Service are governed by the laws of the State of California without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Tandem agree to submit to the exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California, for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that the Materials included in the Service are appropriate or available for use in other locations.
22. Dispute Resolution and Arbitration
a. Generally. In the interest of resolving disputes between you and Tandem in the most expedient and cost-effective manner, you and Tandem agree that every dispute arising in connection with these Terms will be resolved by binding arbitration to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TANDEM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
b. Exceptions. Despite the provisions of Section 22(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
c. Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and Tandem will be settled under the Federal Arbitration Act and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or contacting Tandem.
d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Tandem’s address for Notice is Tandem Careplanning, a Public Benefit Corporation, Attention: Legal Department, 1925 Century Park East, Suite 1700, Los Angeles, CA 90067. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Tandem may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Tandem must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award if any.
e. Fees. If you commence arbitration in accordance with these Terms, each party shall be responsible in the first instance for paying its own filing fees and deposits, which the arbitrator may subsequently allocate as part of any costs award. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Tandem for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
f. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND TANDEM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Tandem agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
g. Modifications to this Arbitration Provision. If Tandem makes any future change to this arbitration provision, other than a change to Tandem’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Tandem’s address for Notice, in which case your account with Tandem will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
h. Enforceability. If Section 22(f) is found to be unenforceable or if the entirety of this Section 22 is found to be unenforceable, then the entirety of this Section 22 (except this Section 22(h)) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 20 will govern any action arising out of or related to these Terms.
23. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph to the fullest extent permitted under applicable law.
25. Export. You may not use the Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.
26. Contact Information. The Service is offered by Tandem Careplanning, a Public Benefit Corporation. You may contact us by calling us at 800-955-4497, emailing us at compliance@Tandem.Care, or writing to us at 22287 Mulholland Highway, #606, Calabasas, CA 91302-5157.
27. Consumer Protection Notice. Please note that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.