Terms of Service for Cozeva™ Personal Editions
This is a contract between you and Applied Research Works, Inc. ("ARW", "we", "us" or "our"), a Delaware corporation. ARW is a technology and services company that enables patients to communicate and exchange health-related information more effectively with their physicians and other providers of healthcare services and healthcare plans. This contract applies to the CozevaTM Personal Edition (“Cozeva” or the "Cozeva Service") owned and operated by ARW.
The terms “Member”, "you", and "your" refer to you, the Member using Cozeva. The terms "ARW", "we", "us", and "our" refer to ARW.

HOW TO ACCEPT OR REJECT TH IS CONTRACT

THIS CONTRACT DEFINES THE RIGHTS AND OBLIGATIONS OF ARW AND YOU, AS A MEMBER USING COZEVA. BEFORE YOU SELECT THE "I ACCEPT" CHECKBOX TO AND CREATE A COZEVA ACCOUNT, CAREFULLY READ THESE TERMS OF SERVICE. BY CLICKING ON AND SELECTING THE "I ACCEPT" BUTTON, YOU BECOME A PARTY TO AND AGREE TO ALL OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CREATE AN ACCOUNT AND DO NOT ACCESS THE COZEVA SERVICE.

1. ELIGIBILITY

To enter into this contract with ARW and use the Cozeva Service, you must be:
(a) a resident of the United States or its territories and at least [13] years of age; and
(b) a member of a Health Plan having a contractual relationship with ARW with respect to Cozeva.

If you are creating this account on behalf of a minor you must be a custodial parent or legal guardian for such minor who is a member of such Health Plan, and you must have the legal right to consent to health care services for the minor.

Non-personal and commercial accounts are prohibited in the absence of a separate signed agreement with ARW which explicitly allows such use.

2. SERVICES PROVIDED BY COZEVA

Cozeva is a service which enables individuals to store, access and share personal health-related information which they or others input, by using computer network and communications technology to connect and collaborate with their physicians and other healthcare professionals, health plans, family and caregivers. Subject to the existence of contractual relationships between ARW and various healthcare providers and health plans it may be possible for your Cozeva account to receive personal health-related information from your healthcare providers, health plan (and their respective electronic medical record systems), pharmacies, family members and other caregivers authorized by you to provide health information, and other sources. Although Cozeva is intended to provide a convenient way for you to store, view, and share your personal health-related information, the information in your account may not be complete and may not always be accurate or up-to-date. We do not control, verify, or endorse the content that you and others make available on Cozeva. While you may decide to authorize others, including certain healthcare providers, to have access to your Cozeva account, the information stored in your account is only intended for information purposes, and is not intended to be, and should not be relied upon for diagnosis or treatment. Information accessed in your account is not a substitute for visits and consultations with licensed healthcare providers.

Once you have selected and been accepted by your Selected Provider, Cozeva may provide you with access to tools permitting you to schedule, as available, appointments with your Selected Provider.
In addition, Cozeva may provide you with access to encrypted instant messaging, email, text, or video applications for communications between you and your Selected Provider. “Selected Provider” refers to a healthcare professional or delivery entity, such as your primary care physician (none of whom are employed by ARW) who has, directly or through its professional association (including corporations and partnerships) or affiliated health plan, entered into a license agreement with ARW with respect to Cozeva. Such a professional or entity becomes your “Selected Provider” with respect to your use of the Cozeva Service only if you affirmatively select the professional or entity, and the professional or entity affirmatively accepts your selection.

Cozeva may also provide you with certain communication tools to facilitate your communications with your Health Plan. “Health Plan” refers to the entity responsible for providing, servicing and paying your healthcare benefits, including payments to your Selected Provider.

Basic membership in the Cozeva Service is offered free of charge to Members; however, outside of the Cozeva Service, you shall be required to pay your healthcare provider(s) any agreed-upon fee for services rendered to you by your provider(s) as you would in any encounter with your provider(s). ARW is not involved with billing or collections associated with services rendered by healthcare providers. In some cases a provider may also require separate payments for medical administration or for access to the provider using Cozeva. Whether or not to impose such charges is at the discretion of the individual provider, and ARW is not responsible for such charges.

ARW is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of Cozeva. Any technical support that ARW, in its sole discretion, may elect to provide to you will be provided only to the extent resources become available.

Your “Membership Term” shall commence on the date you enroll as a Member of Cozeva. Your Membership Term shall continue indefinitely until canceled or terminated pursuant to these Terms of Service.

Cozeva is a private service that ARW owns and operates for the benefit of itself and its customers. ARW retains the right to block or otherwise prevent delivery of any type of communication to or from the Cozeva Service as part of our efforts to protect the Cozeva Service, protect our members and customers, or stop you from breaching this contract. The technology or other means we use may hinder or terminate your use of Cozeva.

ARW may license rights and/or provide technology and services to certain healthcare providers to assist them with conducting their medical practices, and to one or more health organizations to assist them with managing healthcare services for their members. These services may include providing your Selected Provider and Health Plan with access to your personal health-related information, subject to ARW’s then current Privacy Policy. You may read the referenced documents at the following links: https://www.cozeva.com/privacy. The privacy Policy, and any subsequent revisions to the Privacy Policy, are incorporated herein by reference.

3. COZEVA DOES NOT PROVIDE HEALTCHARE SERVICES OR MEDICAL ADVICE

ARW and Cozeva do not engage in the practice of medicine or the delivery of medical or healthcare services of any kind, and do not offer or provide medical advice. ARW does not employ or otherwise engage any physician or healthcare provider to practice medicine or otherwise to provide healthcare services to any person. To the extent medical advice or communications are received through the Cozeva service, Cozeva is merely a conduit of advice or communications from your medical or healthcare provider(s), similar to the telephone you might use to speak with your physician. ARW is not liable to you for any act or omission involving your Selected Provider or any other medical or healthcare provider. Any healthcare services provided by your Selected Provider or any other healthcare provider to you are solely the result of that provider’s professional medical judgment.

Immediately call 911 or your physician for all medical emergencies. Cozeva is not to be used for medical emergencies or time critical communications of an urgent and immediate nature. Providers may not read communications sent through Cozeva in a timely manner and may not read communications sent through Cozeva at all. ARW cannot guarantee a provider will read any communication. You agree that you will not transmit urgent or emergent information through Cozeva. You further agree that you will contact your provider by phone, or another method, if you do not receive a response to a communication transmitted through Cozeva in a timely manner.

Any content accessed through Cozeva is for informational purposes only, should not be used for the diagnosis or treatment of any medical condition, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. Consult your physician or other qualified healthcare provider if you have any questions about a medical condition, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through Cozeva.

4. STORAGE OF YOUR CONTENT IN COZEVA

Cozeva will store for you and allow your access during the Membership Term to personal health-related data and information which you enter into Cozeva manually or using certain automated devices or systems, or which you authorize others to enter for you. You are responsible for backing up any of your data and information stored in Cozeva.

5. AUTHORIZATION TO COLLECT, USE AND SHARE YOUR PERSONAL HEALTH-RELATED INFORMATION

You acknowledge and agree that ARW may receive information about you from your health care providers and health plan, You also acknowledge and agree that ARW may share information about you (including demographic information and information about your health condition, treatment, and payment for health care services) with the following: (1) health care providers (including, but not limited to, physicians, hospitals, clinics, labs, imaging facilities, nursing homes, therapists, and pharmacies) who are providing services for diagnosis, treatment, or health promotion; (2) health plans that have responsibility for paying for your health care; (3) contractors that provide services to your health care providers and health plan, for purposes of providing services to your health care providers, your health plan, or you; (4) individuals whom you authorize to have access to your health information through the Cozeva Service; and (5) service providers that assist ARW in maintaining the Cozeva Service. We may also use and disclose information about you as described in Section 11 (Privacy) below. We may also ask you to authorize other uses and disclosures from time to time, and we may use or disclose your health information in accordance with your authorizations. We may also use and disclose information about you as described in our Privacy Policy, which we may change from time to time.

You acknowledge that ARW has no control over the use or further disclosure of information about you once it has been disclosed to others, and ARW is not responsible for the use or disclosure by others of your health information.

6. YOUR CIRCLE OF TRUST AND SHARING YOUR CONTENT

Within the Cozeva Service, you may authorize family members, friends, and others to have access to the personal health-related information in your Cozeva account, as well as enter such information on your behalf. Such persons are collectively referred to as your “Circle of Trust” or “Circle”. You may delete a member of your Circle of Trust at any time and thereby disable such person’s future access to your account. You agree to use caution when adding anyone to your Circle of Trust. When you give others access to your content in your Cozeva account, including persons in your Circle of Trust, healthcare providers, and any health plan, it becomes possible for such persons to use, reproduce, distribute, display, transmit, and communicate to the public the content (although legal restrictions may be applicable). If you do not want others to have such ability, do not use Cozeva to share your content. ARW is not responsible for any authorized or unauthorized use or disclosure of your content by persons or entities you allow or authorize to access your content in Cozeva.

7. RESTRICTIONS ON YOUR USE

During the Membership Term, you shall assure that the information in your Cozeva profile maintained in your Cozeva account is complete and accurate. You shall (a) maintain the confidentiality of the username and password for your Cozeva account and shall change that information if you believe that it is no longer confidential and (b) ensure that you exit from the account at the end of each session. ARW will not be liable for any loss or damage arising from your failure to comply with the foregoing provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You hereby represent and warrant that you are enrolling as a Member for the bona fide purpose of using the Cozeva Services in connection with your personal healthcare, and not for any other purpose.

You may not access Cozeva other than by the interfaces provided by ARW or interfere with or disrupt the proper operation of Cozeva. You shall not attempt to gain unauthorized access to Cozeva or its software, databases or systems, and shall not (and shall not attempt) to modify, copy, or reverse engineer the same for any purpose. You further agree that you will not share any login information, passwords or codes used in accessing Cozeva except for bona fide purposes related to a Member’s healthcare.

You will not, and will not permit or assist anyone else to: (a) upload, post, email, or otherwise transmit any images that ARW, in its sole discretion, deems inappropriate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) use any automated tool (e.g., robots, spiders) to use Cozeva; (c) rent, lease, or sub-license your access to Cozeva to another person; (d) circumvent or disable any usage rules or other security features of Cozeva; (e) use Cozeva in a manner that threatens the integrity, performance, or availability of Cozeva; or (f) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of Cozeva.

You must comply with all third party rights and applicable laws, regulations, and ordinances, including without limitation any laws regarding the export of data or software, in your use of Cozeva and any content accessed through Cozeva. Sharing content on Cozeva in any way that infringes others' rights, including without limitation intellectual property or privacy rights, is strictly prohibited. We may remove your content from Cozeva at any time to terminate or prevent breach of the foregoing restrictions.

8. SELECTION OF PROVIDERS

During the Membership Term, you may designate, at your option, a Selected Provider (as defined above) with respect to use of Cozeva. There is a process by which a provider will accept or deny your designation. As part of the Selected Provider acceptance and sign-up process, you may be asked to provide a photograph and other personal information, including information that can be used for identity verification. You hereby consent to the use of such information for such purpose and for the provision of services.

Creation of a provider-patient relationship is determined by the provider and patient independent of these Terms of Service. The patient-provider relationship between you and any provider is strictly between you and such provider, and does not include ARW.

9. THIRD PARTY CONTENT AND SERVICES ACCESSED THROUGH COZEVA

ARW may make third party content and services available through Cozeva or inform you of certain community events or other wellness resources. In order to use a specific third party service, you may choose to allow the third party service provider to retrieve, provide, and modify information in your account or otherwise share your information with the service provider. Once you enable a specific third party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. It is your sole responsibility to review and approve each such third party service before accessing such service or sharing your information with the service provider.

ARW may screen, modify, refuse, or remove certain third party content or third party services, but is not responsible for and does not endorse any third party content or services or wellness resources. ARW further does not endorse any third party service providers, healthcare providers, health plans, or other products, services, opinions, or web sites accessed through Cozeva.

USE OF THIRD PARTY SERVICES OR RESOURCES AND RELIANCE ON THIRD PARTY CONTENT IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ARW WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD PARTY SERVICE, RESOURCE OR CONTENT.

10. ACTING ON BEHALF OF A MINOR

[If you are a custodial parent or legal guardian creating a Cozeva account for and acting on behalf of a minor, you hereby represent that you have the legal authority to do so. Your ability to access the minor’s information may be restricted in accordance with applicable law. In certain states, a parent or guardian may not have access to a minor’s health-related information in connection with family planning, sexually transmitted disease, HIV/AIDS, mental health services and treatment, and alcohol and substance abuse.

If you are the parent or guardian of a minor, you expressly agree to and accept to these Terms of Service on behalf of your minor child. Your minor child will be given access to Cozeva at age 13. By accepting these Terms of Service, you agree your minor child may have access to his or her own health information. You agree you will not have access to health information pertaining to your minor children, age thirteen or older, unless your minor child expressly agrees to share his or her health information with you.]

11. PRIVACY

We consider your content within the Cozeva Service to be private. We are obligated by our agreements with your physicians and health plan to keep your Protected Health Information (PHI) confidential and secure, and to use it only for the purpose of providing health-care related services to you, your health care providers and your health plan. However, we may use or disclose information about you, your account and/or the content of your communications, in order to: (1) comply with applicable law or legal process served on us; (2) to operate the Cozeva service, including enforcing and investigating potential violations of this contract, including use of the Cozeva Service to participate in, or facilitate, activities that violate the law; (3) facilitate health-care-related communications among you, your health care providers and your health plan; (4) as described in Section 5 (Authorization) above; or (5) as otherwise or further specified herein or by our then current Privacy Policy. You consent to the use and disclosures outlined in this section. You may read the referenced documents at the following links: https://www.cozeva.com/privacy.

You agree you will safeguard your login credentials and password. You agree you will not distribute your login credentials to any other party. You agree you will not access Cozeva by using another user’s credentials.

In order to provide you with the Cozeva Service, we may collect certain information about Cozeva Service performance, your machine and your Cozeva Service use, or as otherwise or further specified by our then current Privacy Policy. We may automatically upload this information from your machine. This data will not personally identify you. You may read about this information collection in more detail in our Privacy Policy at the link above. We will not use or disclose this information except for the purpose of providing the Cozeva Service to you.
The Cozeva Service does not hold designated record sets as defined under the U.S. Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (HIPAA), nor medical records or electronic health records as defined under state or federal law.

12. NO WARRANTY

BY USING COZEVA, YOU ACKNOWLEDGE THAT THE NATURE OF THE INTERNET IS NEITHER SECURE NOR PRIVATE. ACCORDINGLY, YOUR USE OF COZEVA IS AT YOUR SOLE RISK. COZEVA IS PROVIDED ON AN "AS IS", “WITH ALL FAULTS”, AND "AS AVAILABLE" BASIS. ARW EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF COZEVA OR ITS CONTENT, AND YOU RELY ON COZEVA AT YOUR OWN RISK. ANY MATERIAL TRANSMITTED THROUGH USE OF COZEVA IS DONE AT YOUR OWN DISCRETION AND RISK AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARW OR THROUGH OR FROM COZEVA WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CONTRACT. SOME STATES MAY PROHIBIT OR LIMIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

EMERGENCIES AND TIME SENSITIVE COMMUNICATIONS: ARW DOES NOT WARRANT OR GUARANTEE THAT ALL COZEVA SERVICES WILL BE AVAILABLE AT ALL TIMES DURING THE MEMBERSHIP TERM. AS WITH ANY TECHNOLOGY, IT IS PROBABLE THAT COZEVA SERVICES WILL BE UNAVAILABLE OCCASIONALLY BECAUSE OF PLANNED OR UNPLANNED DOWNTIME. WE HAVE NO CONTROL OVER YOUR PROVIDERS AND THEIR MONITORING OF OR FAILURE TO MONITOR COMMUNICATIONS FROM YOU. IN RECOGNITION OF THESE AND OTHER LIMITATIONS, YOU SHALL NOT USE OR RELY ON THE COZEVA SERVICES FOR TIME SENSITIVE COMMUNICATIONS OR TO OBTAIN ASSISTANCE IN A MEDICAL EMERGENCY.

PROGRAMS AND DEVICES AND THIRD PARTY SERVICES THAT CONNECT WITH COZEVA ARE NOT ENDORSED OR WARRANTED BY ARW. WE DO NOT OPERATE, CONTROL OR SUPPLY ANY PROGRAM, PRODUCT, OR SERVICE THAT IS NOT CLEARLY AND EXPRESSLY IDENTIFIED AS SUPPLIED BY ARW.

13. LIMITATION OF LIABILITY

THIS AGREEMENT DOES NOT CONFER ANY PRIVATE RIGHT OF ACTION FOR BREACH OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, OR ANY OTHER LAW THAT DOES NOT EXPRESSLY PROVIDE FOR A PRIVATE RIGHT OF ACTION.

ARW WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ARW HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF COZEVA. UNDER NO CIRCUMSTANCES WILL ARW’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS CONTRACT AND YOUR USE OF COZEZA, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO ARW FOR THE COZEVA SERVICE OR $25. THESE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

THE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING RELATED TO THIS CONTRACT, FOR EXAMPLE: THE COZEVA SERVICE; LOSS OF DATA; PRIVACY OR SECURITY BREACHES AS A RESULT OF WHICH DATA IS OBTAINED BY UNAUTHORIZED PERSONS, EVEN THOUGH THE BREACH MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF ARW; CONTENT (INCLUDING CODE) ON THIRD PARTY INTERNET SITES; THIRD PARTY PROGRAMS OR THIRD PARTY CONDUCT, VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE COZEVA SERVICE; INCOMPATIBILITY BETWEEN THE COZEVA SERVICE AND OTHER SERVICES, SOFTWARE AND HARDWARE; DAMAGE TO YOUR COMPUTER OR SMARTPHONE OR OTHER DEVICE; DELAYS OR FAILURES YOU MAY HAVE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE COZEVA SERVICE IN AN ACCURATE OR TIMELY MANNER; FAILURE OF A PROVIDER TO APPEAR FOR AN APPOINTMENT OR TAKE ANY OTHER ACTION ARRANGED OR AVAILABLE THROUGH THE COZEVA SERVICE; AND CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), OR MISREPRESENTATION.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IT IS POSSIBLE THAT NOT ALL OF THE ABOVE LIMITATIONS APPLY TO YOU.

14. INDEMNITY

You will indemnify and hold ARW, and its subsidiaries, affiliates, directors, officers, agents, and employees, harmless from any costs, damages, expenses, attorneys’ fees, and liability, caused by your use of Cozeva, your violation of this contract, or your violation of applicable law or any rights of a third party through use of Cozeva.

15. CHANGES TO THE SERVICE AND CANCELLATION / TERMINATION

We may change the Cozeva Service, add and delete features, or terminate service at any time and for any reason. You may cancel the Cozeva Service at any time and for any reason. We may cancel or suspend your Cozeva Service at any time for any reason and/or terminate this contract, including without limitation if we later decide to charge for Cozeva and you elect not to become a paying customer. Our reasons for cancellation and termination may include without limitation that we stop providing the Cozeva Service in your region or with your Selected Provider or Health Plan, or if you breach this contract or fail to sign in to Cozeva over a period of time. If we cancel your service, we will make good faith efforts to provide you with advance notice if feasible under the circumstances (for example, via Cozeva or notices posted on Cozeva). Upon cancellation of your service, your right to use Cozeva and your access to Cozeva stops immediately. Applicable terms will survive any termination of this contract.

If your Cozeva Service is canceled, we may permanently delete your data and information from our servers unless applicable law requires otherwise. Data and information that is deleted may be irretrievable. We have no obligation to return data and information to you after the Cozeva Service is cancelled or to destroy such data and information. We may in our sole discretion make reasonable efforts to maintain your personal registration and health-related information for some period of time following cancellation and/or termination; however, ARW should not be relied upon to do so.

16. INTELLECTUAL PROPERTY

ARW owns all intellectual property and other proprietary rights related to the Cozeva Service. You understand and agree that you do not have and will not hereby obtain any ownership or other rights in and/or to the same or related to any software, program or process used by ARW, its members and/or its customers. You acknowledge that Cozeva, and other products and services supplied by ARW, may be protected by US and international copyright and patent laws, international treaty provisions and all other applicable US, state and international laws.
You may provide feedback concerning Cozeva, including identifying potential errors and improvements ("Feedback"). You hereby grant ARW the unrestricted right to use your Feedback, including using your Feedback to improve Cozeva and create other products and services.

17. COPYRIGHT AND TRADEMARK NOTICES

Contents of the Cozeva Service which are not personally identifiable, are Copyright Applied Research Works, Inc., 1000 Elwell Court, Suite #238, Palo Alto, CA 94303 U.S.A. All rights reserved. We own all rights, title, and interest in all copyright, and other intellectual property rights in the Cozeva Service and its non-personally identifiable content. Cozeva, Applied Research Works, and their respective logos, may also be either trademarks or registered trademarks of ARW in the United States and/or other countries.

18. GENERAL LEGAL TERMS

INTERPRETING THE TERMS OF SERVICE. These Terms of Service, including this document and our Privacy Policy (which are incorporated by reference), constitute the entire contract and understanding between you and ARW and supersedes (if any) all prior written and oral agreements (including prior versions of the Terms of Service and/or Privacy Policy), conflicting statements on Cozeva’s web site, and understandings regarding our legal relationship. However, if you have confidentiality obligations related to Cozeva (for example, if you were a Cozeva beta tester), such confidentiality obligations remain in full effect. Other terms may apply when you use or pay for other services offered by ARW. All parts of this contract apply to the maximum extent permitted by applicable law. If a court holds that we cannot enforce a part of this contract as written, you and we will replace those terms with similar terms to the extent enforceable under applicable law, but the rest of this contract will not change.

SEVERABILITY. Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.
ASSIGNMENT. We may assign or transfer our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Cozeva Service, and any attempt to do so shall be null and void.

NO THIRD PARTY BENEFICIARIES. This contract is solely for your and our benefit. It is not for the benefit of any other person or entity, except for permitted successors and minor children for whose benefit an account is created.

NOTICES. A notice from ARW to you pursuant to these Terms of Service will be considered delivered by ARW when ARW submits an email message to your then-current or last known contact email address in your Cozeva membership profile. In addition, you agree that we may provide you with any required information via email to such email address, and delivery will be deemed completed when email is sent. Any notice from you to ARW pursuant to these Terms of Service shall be provided by submitting an email message to ARW’s Member Contact email address identified in the Cozeva Service and delivering a copy of the same by US mail or a national overnight delivery service to the executive headquarters of ARW addressed to the attention of ARW’s Chief Executive Officer at the following address

Applied Research Works, Inc.,
1000 Elwell Court
Suite #238
Palo Alto, CA 94303
U.S.A.

19. CHOICE OF LAW AND RESOLUTION OF DISPUTES

This Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law principles. Any legal actions against us must be commenced within one year after the claim arose, or else claims shall be permanently barred. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara County, California before one arbitrator. Unless prohibited by law, YOU WAIVE ANY RIGHT TO FILE ANY OTHER CLAIM OF ANY KIND IN COURT OR HAVE A JURY TRIAL. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

Judgment on the Award may be entered in any court having jurisdiction. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration, or any other judicial or administrative action, with any claim or controversy of any other party.

Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief, as necessary to protect, the party's rights or property pending the completion of arbitration. The state and Federal courts sitting in, or having jurisdiction over, Santa Clara County, California, shall have exclusive jurisdiction over any dispute, claim, or controversy arising through your use of Cozeva. You and ARW expressly waive all defenses of lack of personal jurisdiction and forum non conveniens.

20. CHANGES TO THE TERMS OF SERVICE

We may amend these Terms of Service and Privacy Policy by providing electronic notice to you of the amendment, or by posting new applicable terms and conditions. If you do not agree to the changes, we are not obligated to keep providing the Cozeva Service and you must promptly cancel and stop using the Cozeva Service. If you do not stop using the Cozeva Service, any changes to the Terms of Service or Privacy Policy apply to you.