Last updated: 04.24.2025
Village Provider Agreement
These Terms of Service ("Terms of Service" or “Terms”) are a legal contract between you and MyVillage, Inc. (“us”, “we”, “our, or “Village”). Village is the creator of the Village Platform (the “Platform”). The Platform, including all relevant content, products, services, and functionality associated with the Platform, and any other affiliated software or application owned by Village, are collectively referred to as the “Services.” In this Agreement, the terms “you” and “yours” refer to the healthcare provider (“Provider”) using the Services. The term “User” refers to patients and other individuals that use the services to find and access Providers and Services. These Terms govern your use of the Services and by accepting these Terms and accessing or using the Services, you acknowledge that you have read, understand, and agree to these Terms and the Village Privacy Policy, and that you have the authority to enter into this agreement on behalf of yourself as an individual.
You may access and use the Services only in accordance with these Terms, and you agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as the Village Privacy Policy. With the exception of the Arbitration Agreement (see “Dispute Resolution” section) included near the end of these Terms, Village reserves the right to change or modify these Terms at any time without prior notice to you. If we materially change or modify these Terms, we will let you know by (1) posting a new version of the Terms to the Platform; and/or (2) providing you notice via the email associated with your Village account.
If you continue to use the Services after we have informed you of the changes, you agree to be bound by the modified Terms. If you do not accept the changes, you should immediately stop using the Services and delete all files associated with the Services on your device(s).
Services Overview
The Platform provides technology-driven solutions to support Providers in managing administrative, operational, and clinical tasks while enabling Users to find and access Providers and related services. Key features for Providers include, but are not limited to, insurance enrollment, credentialing, and compliance support, billing, payment collection, and documentation support, secure telehealth capabilities, collaboration tools, in-app messaging, patient scheduling, caseload management, care coordination, and provider community support. A more detailed description of Services is available at www.myvillage.co.
The Platform is a technology solution only, facilitating the relationship between you and your patients and their care support network, including other Providers. Village does not provide healthcare services to Users, nor does Village ensure that Providers are compliant with applicable laws and professional standards. Village disclaims liability for the actions, omissions, or decisions of Providers and Users, including reliance on Platform-facilitated content, interactions, or transactions. Use of the Platform is at the sole discretion and responsibility of Providers and Users.
App Store & Google Play
Village may provide access to its Platform through a mobile application. If you downloaded our app (“Village App”) from the Apple App Store or Google Play (the “App Provider”), by agreeing to these Terms, you acknowledge that you understand and agree to the following:
The Terms are only between you and Village, and not between you and the App Provider. Only Village is responsible for the Village App (not the maintenance App Provider);
The App Provider has no obligation to furnish any or support services with respect to the Village App;
In the event of any failure of the Village App to conform to any applicable warranty: (i) you may notify the App Provider and the App Provider will refund the purchase price for the Village App to you (if applicable); (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Village App, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Village’s responsibility;
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Village App or your possession and use of the Village App, including, but not limited to: (i) product liability claims; (ii) any claim that the Village App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;
In the event of any third-party claim that the Village App or your possession and use of the Village App infringes that third party’s intellectual property rights, the App Provider will not be responsible for the investigation, defense, settlement, or discharge of any such intellectual property infringement claim; and
The App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the Village App. This means that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Village App against you.
You must comply with the terms of any third-party agreement applicable to you when using the Village App, such as your wireless data service agreement.
Apple users only: If you downloaded the Village App from the App Store, the license granted to you in these Terms is non-transferable and is for use of the Platform on any Apple products that you own or control.
Access to Services
You must register to create an account (“Provider Account”) to access the Services. To register, you must create a username and password and may need to provide your name, your email address, and other information specified in the registration form (“Registration Data”). You may change or correct information in your Provider Account by contacting Village at support@myvillage.co. You agree not to register for a Provider Account on behalf of an individual other than yourself unless you are legally authorized to bind such person to these Terms. By registering another person, you hereby represent that you are legally authorized to do so.
By registering for a Provider Account and using the Services, you represent and warrant as follows:
You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law
Your Registration Data is true, accurate, current, and complete
You will update Your Registration Data as needed to maintain its accuracy
You are authorized to create a Provider Account (either for yourself or another person)
You are legally authorized to view and share with us your Personal Information (as that term is defined in the Village Privacy Policy)
You acknowledge and agree to the terms of the Village Privacy Policy
You are not located in a country that is subject to a U.S. Government embargo or that is designated by the U.S. Government as a “terrorist supporting” country, and You are not listed on any U.S. Government list of prohibited or restricted parties.
Services Ownership and Use
Village owns the Services, including all content and functionality you access through the Services. Subject to your compliance with these Terms, Village grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services.
THE SERVICES ARE FOR YOUR PERSONAL AND PROFESSIONAL USE ONLY AND YOU MAY NOT RESELL OR SUBLICENSE YOUR ACCESS TO THE SERVICES. You may not use the Services for any other purpose than what is allowed under these Terms without Village’s express written permission.
You may not use Village’s name, trademarks, service marks, or logos, or those of third parties appearing on the Services in any advertising or publicity or to otherwise indicate Village’s or such third party’s sponsorship or affiliation with any product or service without the express written permission from Village or such third party.
NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES
Provider Content
You acknowledge that all information you submit through the Services (“Your Content”), is your sole responsibility. This means that you, and not Village, are entirely responsible for Your Content, and other users of the Platform, and not Village, are similarly responsible for all information they share through the Services. By submitting Your Content, you grant Village a fully paid, royalty-free, non-exclusive license to use, distribute, reproduce, publicly perform, and publicly display, Your Content (in whole or in part) solely for purposes of providing the Services, except where prohibited by law. Village will use Your Content in accordance with our Privacy Policy or any other applicable privacy policy or notice presented to you. We may aggregate and/or de-identify the information provided by you as well as including information and data on how the Services are used by you and other Providers. Village reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregate form at its discretion and to use such information and data to improve or evolve the Services and for any other legitimate business purposes.
Restriction on use
You may use the Services only for lawful purposes and in accordance with these Terms. In addition, we impose certain restrictions on your use of the Services. While using the Services, you shall not:
Provide false, misleading, or inaccurate information to us or any other user
Use the Services in any manner not permitted by these Terms
Impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing)
Use or attempt to use any manual process, engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to harvest, monitor, or otherwise collect information from the Services for any use, including, without limitation, use on third-party websites, without our consent
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to use the Services
Access content or data not intended for you, or log onto a server or account that you are not authorized to access
Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries)
Attempt to probe, scan, or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorization
Interfere or attempt to interfere with the use or functionality of the Services by any other user, host, or network, including, without limitation, by means of submitting a virus, trojan horse, worm, logic bomb, or other material, which is malicious or technologically harmful, overloading, "flooding," "spamming," "mail bombing," or "crashing"
Forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance, or distribution by means of, the Services
Post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation
Post, upload, publish, submit, or transmit any content that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us, you, or any other third-party (including another user) to protect the Services
Attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Services. Any violation of this section may subject you to civil and/or criminal liability
Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm us or other users of the Services or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the Services
Encourage or enable any other individual to do any of the above.
Village is not obligated to monitor your use of the Services, but we may do so to ensure your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when we are required to. Village reserves the right to suspend or terminate your use of the Services without notice to you if you partake in any of the prohibited uses described above.
Protecting Your Login Information
We require that you create a username and password to access and use the Services. Your username and password are, collectively, Your “Provider Credentials.” You are solely responsible for (i) maintaining the strict confidentiality of your Provider Credentials, (ii) not allowing another person to use your Provider Credentials to access the Services, and (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Provider Credentials, regardless of whether you were aware of those activities. You agree to immediately notify Village in writing by email of any unauthorized use of your Provider Credentials or any other compromise of the security of your Provider Account.
WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR PROVIDER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL INFORMATION, YOUR DISCLOSURE OF YOUR PROVIDER CREDENTIALS, OR THE USE OF YOUR PROVIDER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
You may be held liable for any losses incurred by Village and/or its affiliates, officers, directors, and representatives due to someone else’s use of your Provider Account or password, regardless of whether you were aware of such use.
How We Protect Your Privacy
Village values your privacy and is committed to keeping your Personal Information confidential. Please see the Village Privacy Policy for an explanation of our privacy practices, the information we collect from you, how we use that information, and your rights regarding your Personal Information. By accessing or using the Services, or by downloading, viewing, or uploading any content through the Services, you acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy is a part of these Terms.
By using the Services and accepting these Terms, you further acknowledge that Village may share your Personal Information with third parties in accordance with the Privacy Policy. We will seek your consent to share your Personal Information with third parties before doing so where required by law.
Unless specifically stated in the Village Privacy Policy, we do not control how third parties whom you share information collected, generated, or stored via the Services may further use and disclose such information. You expressly acknowledge and agree that Village is neither responsible for nor liable to you or any third party for the treatment of your Personal Information by any such individual or entity, including any collection, use, disclosure, storage, loss, theft, or misuse of your Personal Information, whether or not such treatment violates applicable law.
Computer Equipment and Internet Access
You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, "Systems") necessary for you to access and use the Services. This includes, without limitation, obtaining Internet services, using up-to-date web browsers, and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems.
Electronic Communications
When you access or use the Services, you consent to receive communications from us and other users electronically. We may communicate with you via email or via SMS text message.
By choosing to use the Services, you are opting in to receive text (SMS) messages from us regarding the Services. These communications may contain Personal Information and may also contain promotional and marketing material. If you consent to receive marketing or other communications not related to your use of the Services, we will provide you with the option to opt out of such marketing communications within the applicable message.
You represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (2) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from us or other users, and (3) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you by us or other users. WE DISCLAIM ANY LIABILITY FOR DELAYED OR UNDELIVERED MESSAGES.
We may send communications, including emails, to you regarding your use of the Services. You can choose to filter any emails using your email settings, but we do not provide an option for you to opt out of these communications. You can opt out of any of our SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted in to receive more than one type of text message from us, you will need to opt-out of each SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from us that you have opted-in to receive but have not unsubscribed from.
You also understand that while Village takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. It is possible that electronic communications may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk.
Provider Responsibilities
The Services include telehealth technology that enables you to provide professional services to your patients (“Patients”) through the Platform. You will be responsible for all aspects of the delivery of professional services to Patients, including identity and location verification, informed consent, and obtaining consent for billing purposes. Village will assist with verification of insurance coverage, billing, and payment collection, but cannot guarantee payment for services provided.
We are not responsible for any communication or interaction between you and other users, including your Patients (including, without limitation, any such communications that take place using functionality provided through the Platform). By registering for a Provider Account (defined above), you represent and warrant that you are a licensed provider, you are licensed to practice in the state(s) in which you hold yourself out as being licensed, you are appropriately licensed to provide professional services across state lines from your home state (if applicable), and that you will maintain all such licenses for as long as you maintain a Provider Account. You are solely responsible for obtaining and maintaining all applicable licenses and permits necessary for you to provide professional services to your Patients, and for any information or data that you transmit to Village through the Platform. You represent and warrant that all information you transmit through the Services is true, accurate and complete. VILLAGE HAS NO OBLIGATION TO, BUT NONETHELESS RESERVES THE RIGHT TO, CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND TO USE AVAILABLE PUBLIC RECORDS FOR ANY PURPOSE. You represent and warrant that all services you provide to your Patients will be performed in a professional and workmanlike manner, consistent with best practices in your field. You understand that if Village becomes aware that you have breached any of the foregoing responsibilities, representations or warranties, Village may suspend or terminate your Account without a right of refund.
You agree that you will not access or use the Services outside of the United States including via VPN. Specifically, you agree that you will not send, transmit, or maintain identifiable data or otherwise use the Platform outside of the United States.
Interactions with Other Providers and Care Team Network
The Platform enables a Patient to access multiple care providers through a single point of entry. In addition, it enables the family, school, and extended care team network of the Patient to access Patient information for the purpose of coordination and collaboration regarding the health of the Patient. Therefore, the platform enables you to communicate with and disclose information to other users, including other Providers that treat your Patients. Information exchanged using the Services will be, at all times, governed by the Village Privacy Policy. To comply with appliable law, we may request that you explicitly authorize the disclosure of Patient records to other users in order to facilitate the exchange of data among multiple providers, care navigators, and family members of your Patients, compliant with applicable law. If you have questions about this process, email support@myvillage.co for a more detailed explanation.
Village Fee and Payment
Provider agrees to pay all fees and charges associated with the Services, in accordance with the billing terms in effect at the time such fees and charges are due and payable. Village is authorized to invoice the Provider Account for all amounts due without requiring any additional notice or consent. The Provider is responsible for promptly notifying Village of any changes to payment information to ensure its accuracy and completeness. Failure to update such payment information constitutes a material breach of this Agreement. All fees paid are non-refundable, except as expressly provided in this Agreement. Fees do not include sales tax and shall not be subject to withholding taxes, which shall be solely your sole responsibility.
You hereby consent and authorize Village to share any information and payment instructions you provide with one or more third-party payments provider(s) (“Payments Provider”) to the minimum extent required to complete your transactions. You hereby further consent and authorize any such Payments Provider to share any such information and payment instructions to the minimum extent required to complete your transactions. Please note that online payment transactions may ˘be subject to validation checks by our Payments Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payments Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
Claims Processing
If Services include insurance billing support, you must (1) provide confirmation of delivery of professional services to your Patients; and (2) any coordination required with Village to enable successful claims submission. Village will submit claims for reimbursement, and will collect Patient payment (e.g., copayments, deductibles, or coinsurance) on your behalf. FEES ARE DUE REGARDLESS OF WHEN, IF, OR HOW MUCH AN INSURANCE COMPANY REIMBURSES FOR SUBMITTED CLAIMS. All payments for professional services scheduled and provided through the Services must be made through the Services. To the extent that a Patient provides payment information to you directly (instead of entering it into the Platform), you represent and warrant that you have obtained all necessary consents for Village and its Payments Provider to store and charge such payment information in accordance with this Agreement.
Provider Payment Processing
If Services include permitting you to use your personal merchant processing provider (“Merchant Processor”) to collect fees, you are solely responsible for the creation, management, and operation of your Merchant Processor account. Village will not be responsible for any issues, errors, or malfunctions arising from the use of your Merchant Processor account. This includes, but is not limited to, payment processing failures, security breaches, or incorrect configurations. You must comply with all applicable laws, regulations, and the Merchant Processor’s terms of service when using their accounts. Any breach of these terms may result in the suspension or termination of access to the Services. Village will provide general guidelines for the integration process but will not offer technical support for individual Merchant Processor account issues. Village disclaims any liability related to your use of your Merchant Processor. You agree to indemnify and hold Village harmless from any claims, damages, or expenses arising out of or related to your use of your Merchant Processor.
Third-Party Websites
In the course of using the Services, you may be introduced to areas or features of the Services that allow you to access websites that do not belong to and are not controlled by us (collectively, “Third-Party Sites”). If you choose to access one of these Third-Party Sites, you will leave our Services and be redirected to an environment owned and controlled by an external third party. You acknowledge and agree that the Third-Party Sites may have different privacy policies, Terms of Service, user guides, and/or business practices (collectively, “Third-Party Rules”) than us, and that your use of such Third-Party Sites is governed exclusively by the respective Third-Party Rules. We provide links to Third-Party Sites to you as a convenience, and we do not verify, make any representations, or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, and/or any other activities conducted on or through such Third-Party Sites.
YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT (“Third Party Matters”) AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD PARTY MATTERS.
Any reference in the Services to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply our endorsement or recommendation.
Third-Party Services
To the extent any features, aspects, products, or services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services” as provided by “Third-Party Service Providers”), you may be subject to additional terms and conditions. To the extent applicable, you will receive a notification and can accept such terms and conditions. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, DO NOT USE THE RELATED THIRD-PARTY SERVICES.
In the event of any inconsistency between terms of service relating to Third-Party Services and these Terms, those additional terms and conditions will control with respect to such Third-Party Services. Third-Party Service Providers may collect and use certain information about you, as specified in the Third-Party Service Providers’ privacy policies. Prior to providing information to any Third-Party Service Provider, you should review their privacy policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER’S PRIVACY POLICY OR TERMS OF SERVICE, YOU SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.
Term and Termination
The Terms commence on the date when you accept them (during the registration process), and they remain in full force and effect while you use Services, unless terminated earlier in accordance with the Terms. We may terminate and/or suspend the Services, your Provider Account, and/or these Terms in the event you breach any terms herein, or if required to do so by applicable law. If you want to terminate the Services provided by Village, you may do so by submitting a cancelation request to support@myvillage.co.
Upon termination, we will terminate your access to the Services, and you and Village shall discontinue any use of each other's proprietary information, systems, and technology. Where required by law, you may retain access to patient records stored within the Services for a period of 30 days following the termination date. To request such access, please email support@myvillage.co. This assistance may be subject to additional reasonable costs, which shall be outlined in advance. After the 30-day post-termination period, we reserve the right to delete all content from your Provider Account, unless otherwise required to retain content by applicable law or regulatory requirements.
Termination of all Services also includes deletion of your password and all related information, files, and Your Content associated with or inside your Provider Account (or any part thereof), unless we are required to retain a copy of Your Content in accordance with applicable law. Village will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
NOTE: You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Services at any time, for any reason, in our sole discretion. We also reserve the right, at any time, to modify, suspend, or discontinue the Services, or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance.
Representations and Warranties
In addition to other representations and warranties contained throughout the Terms, you represent and warrant that your use of the Services will be in accordance with these Terms and all applicable laws, regulations, rules, and Village policies and procedures (to the extent such policies and procedures are communicated to you).
Warranty Disclaimers
THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, VILLAGE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. UNLESS STATED ELSEWHERE IN THESE TERMS OR IN THE VILLAGE PRIVACY POLICY, VILLAGE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. VILLAGE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, OR MATERIALS ACCESSED OR PURCHASED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF VILLAGE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY VILLAGE’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY VILLAGE’S FRAUD OR FRAUDULENT MISREPRESENTATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VILLAGE OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE SERVICES AND WITH OTHER USERS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PATIENTS AND OTHER PROVIDERS. Village assumes no liability or responsibility for (1) the accuracy of information provided by you or by OTHER USERS to Village through the Platform; or (2) the conduct of other Users.
YOU UNDERSTAND THAT VILLAGE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OR CONDUCT OF OTHER USERS.
VILLAGE CAN NOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. VILLAGE CAN NOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE SERVICES.
YOU AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU WILL NOT HOLD Village RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS, MOBILE DEVICES, OR DATA.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY VILLAGE REMAINS WITH YOU. NEITHER VILLAGE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VILLAGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR ONLY REMEDY AGAINST VILLAGE IS TO DISCONTINUE USING THE SERVICES. SHOULD ANY COURT OF COMPETENT JURISDICTION FIND THAT THE PRIMARY REMEDY IS UNENFORCEABLE OR INAPPLICABLE, THEN, TO THE FULLEST EXTENT PERMITTED BY LAW, VILLAGE'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU TO VILLAGE FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF VILLAGE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY VILLAGE’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY VILLAGE’S FRAUD OR FRAUDULENT MISREPRESENTATION.
VILLAGE IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY OTHER USER, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT VILLAGE HAS NO OBLIGATION TO RESOLVE ANY DISPUTES BETWEEN YOU AND ANOTHER USER.
THE INFORMATION PROVIDED THROUGH THE SERVICES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL ADVICE; INSTEAD, ALL INFORMATION, CONTENT, AND MATERIALS AVAILABLE THROUGH THE SERVICES (“INFORMATIONAL CONTENT”) ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. INFORMATIONAL CONTENT MAY NOT CONSTITUTE THE MOST UP-TO-DATE LEGAL OR OTHER INFORMATION.
YOU SHOULD CONTACT YOUR ATTORNEY TO OBTAIN ADVICE WITH RESPECT TO ANY PARTICULAR LEGAL MATTER. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF INFORMATION ON THIS PLATFORM WITHOUT FIRST SEEKING LEGAL ADVICE FROM COUNSEL IN THE RELEVANT JURISDICTION. ONLY YOUR INDIVIDUAL ATTORNEY CAN PROVIDE ASSURANCES THAT THE INFORMATION CONTAINED HEREIN – AND YOUR INTERPRETATION OF IT – IS APPLICABLE OR APPROPRIATE TO YOUR PARTICULAR SITUATION. USE OF, AND ACCESS TO, SERVICES DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND VILLAGE. ALL LIABILITY WITH RESPECT TO ACTIONS TAKEN OR NOT TAKEN BASED ON THE INFORMATIONAL CONTENT ARE HEREBY EXPRESSLY DISCLAIMED.
ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN TWO (2) YEARS OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VILLAGE AND YOU.
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Village AND ITS REPRESENTATIVES FROM ANY THIRD PARTY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR ACCESS TO, USE, OR MISUSE OF THE SERVICES, (b) YOUR VIOLATION OF THESE TERMS, (c) YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS; (d) ANY CONTENT YOU POST, UPLOAD, USE, DISTRIBUTE, STORE, OR OTHERWISE TRANSMIT THROUGH THE SERVICES; OR (E) ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR RELATED TO YOUR USER ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES THROUGH YOUR USER ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE. Village WILL PROVIDE YOU WITH NOTICE OF ANY SUCH CLAIM, SUIT OR ACTION. Village WILL COOPERATE, AT YOUR EXPENSE, IN THE DEFENSE OF ANY SUCH CLAIM, SUIT OR ACTION. YOU SHALL ALLOW Village TO PARTICIPATE IN THE DEFENSE AND SHALL NOT SETTLE ANY SUCH CLAIM, SUIT OR ACTION WITHOUT THE PRIOR WRITTEN CONSENT OF Village.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The foregoing release AND INDEMNIFICATION OBLIGATION does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by VILLAGE or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder.
Providing Feedback to Us
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by e-mailing us at support@myvillage.co. You acknowledge and agree that if you submit any Feedback to us, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
Account Termination
If you breach any of these Terms, we may suspend or disable your account or terminate your access to the Services without prior notice to you. There may be other instances where we may need to terminate your access to the Services that are not related to any of your actions or inactions. We reserve the right to terminate your access to and use of the Services and materials at any time, with or without cause unless otherwise prohibited by law.
If you wish to terminate your account, please contact Village at support@myvillage.co immediately discontinue your use of the Services, and delete all files associated with the Services from your computer or mobile device.
Digital Millennium Copyright Act Policy
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Platform infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to support@myvillage.co.
Dispute Resolution
*PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS*
You agree that any dispute between you and Village arising out of or relating to these Terms will be governed by the dispute resolution procedure outlined below. We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by a written agreement between you and Village.
Informal Dispute Resolution.
You and Village agree to try to resolve any dispute arising under this Agreement (“Dispute”) informally by contacting support@myvillage.co, except that Village may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the informal dispute resolution process described herein. Most concerns can be resolved quickly and to your satisfaction through email. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution process, which shall occur within 45 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. Engaging in such process is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this section. If the informal dispute resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your notice, you and Village agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
Arbitration Agreement.
In the unlikely event that we do not resolve the Dispute through the information dispute resolution process, you agree to resolve the Dispute through binding arbitration, except that: (1) you and Village may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Village may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Arbitration, which can be less expensive, faster, and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award, and may, but do not have to, award legal fees, arbitrator’s fees and costs, and other costs incurred by the party that does not win the Dispute. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Arbitration Agreement. The use of arbitration to resolve disputes is subject to certain exceptions and opt-out rights as described below. You and Village agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Authority of Arbitrator.
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Sections entitled “WAIVER OF NON-INDIVIDUAL RELIEF” or “Opt Out of Alternative Dispute Resolution Process” are unenforceable, illegal, void or voidable, or that Section entitled “WAIVER OF NON-INDIVIDUAL RELIEF” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Arbitration Procedure.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request.
By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process is triggered, the AAA will appoint the arbitrator for each batch.
The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions—the specific manner to be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.
Any claim or dispute arising under these Terms must be initiated by arbitration within two (2) years from its accrual date. Any claim or dispute initiated two (2) years or longer from its accrual date shall be time-barred and dismissed.
Cost of Arbitration.
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Village need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
WAIVER OF NON-INDIVIDUAL RELIEF.
YOU MAY ONLY RESOLVE DISPUTES WITH VILLAGE ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS.
Except as described below in the Batch Arbitration section, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. If a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Village agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Village from participating in a class-wide settlement of claims.
Batch Arbitration.
To increase the efficiency of administration and resolution of arbitrations, you and Village agree that in the event that there are one hundred (100) or more individual dispute resolution requests (“Requests”) of a substantially similar nature filed against Village by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Village.
You and Village agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
Opt-Out of Alternative Dispute Resolution Process.
Notwithstanding the above, you can decline or “opt-out” of the alternative dispute resolution process described above by contacting support@myvillage.co within 30 days of first accepting these Terms and stating that You (first and last name) decline this dispute resolution process.
YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO A JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS.
If you opt out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, you submit to the exclusive jurisdiction of any state or federal court sitting in the State of California within twenty-five (25) miles of Los Angeles in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, may be heard and determined in any such court, and you hereby waive any right to object to such filing on grounds of improper venue, forum non-convenience, or other venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.
Miscellaneous Terms
Entire Agreement.
These Terms, the Village Privacy Policy, and any other terms incorporated by reference, constitute the entire and exclusive understanding and agreement between Village and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Village and you regarding the Services. Notwithstanding the foregoing, the parties may amend this agreement through a separate order form, scope of work, or sales order that explicitly references the section it is amending, provided such document is signed by both parties.
Governing Law.
These Terms shall be governed by the laws of the State of California without reference to its conflict of laws provisions.
Assignment.
You may not assign or transfer these Terms, by operation of law or otherwise, without Village’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Village may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Notices.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Village via email (in each case to the address that you provide); and/or (ii) by posting to the Platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Village electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH VILLAGE IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.
You shall give any notice to Village by email to: support@myvillage.co. Notice to Village shall be effective upon receipt of notice by Village.
No Inadvertent Waiver.
The failure of Village to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Village.
Severability.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.
Intellectual Property Rights.
“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks trade names, domain names, and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
As between you and us, all right, title, and interest, including all Intellectual Property Rights, in the Services, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Village or its licensors, vendors, and affiliates, as applicable. All rights not expressly granted are reserved by us. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Subject to your compliance with these Terms, Village grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the features and functionality of the Platform.
Export.
You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Our Technology, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Village are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Village Services, either directly or indirectly, to any country in violation of such laws and regulations.
Remedies.
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Contacting Village.
Please feel free to contact Us if you have any questions about these Terms and/or any other documents referenced in these Terms. You may contact us at support@myvillage.co or at our mailing address:
MyVillage, Inc.
2261 Market Street STE 22764
San Francisco, CA 94114
Data Security Officer:
Allan Smith, allan@myvillage.co.