Last Updated: August 6, 2025

Mindful Mamas Club is a part of Otsuka Precision Health, Inc. These terms of use (the “Terms”) are a legal contract between Otsuka Precision Health, Inc. (“OPH”), Mindful Mamas Club, and OPH affiliates (“Company”, “we” or “us”) and “you” (“You”, “your”, or “User”).  The Terms explain how you are permitted to use the services provided by and through our virtual internet properties (main URL located at https://mindfulmamasclub.com/) as well as all of our associated websites and/or online properties (either linked by Company and/or by our affiliated companies) and any software that Company provides to you for download or use, including in your mobile devices (collectively, our “Mobile App(s)” or “App(s)”) (all of these virtual properties, software and mobile applications, collectively, the “Site”).  These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we, our affiliates and/or our business partners may make available to you, as well as any services we may provide through this Site.  Collectively, the Site, the Materials, and the services provided by the Company are referred herein as the “Services.” 

IMPORTANT – PLEASE READ CAREFULLY.  BY AGREEING TO THESE TERMS, OR BY ACCESSING, REGISTERING IN, CREATING AN ACCOUNT, MAKING PURCHASES, DOWNLOADING OR USING OUR APPS, PROVIDING INFORMATION THROUGH, OR GENERALLY USING THE SERVICES, YOU INDICATE THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN OR PROVIDE US WITH ANY INFORMATION ABOUT YOU.

By clicking “I accept”, or “I agree”, or similar language when the option is presented to you, or by accessing or using the Services, you acknowledge and agree to these Terms.  You further understand and acknowledge that your access to or use of certain parts of the Services may be subject to additional or supplemental terms that will be made available to you through the Services.  Any such additional or supplemental terms are incorporated into these Terms by this reference.  

If you are accessing and using the Services on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of any Services resulting from such access or use.

If you do not or cannot agree to these Terms, you are not allowed to use the Services.

 

2.  PRIVACY

Please review our privacy policy (the “Privacy Policy”) available at https://mindfulmamasclub.com/privacy-policy/ which explains how we use information that you submit to Company.  The Privacy Policy is hereby incorporated by reference.  

3.  MODIFICATIONS AND ADDITIONAL TERMS

(a)  Changes to these Terms. Company can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Services.  We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes.  If you do not agree with any of the updated Terms, you must stop using the Services. Continued use of the Services following notice of any modifications indicates that you acknowledge and agree to be bound by the modifications.  Unless otherwise required by law, the updated Terms are effective as of the day of posting. 

(b)  Changes to the Services.  Company may make changes to the Services at any time, without notice to you.  If you object to any changes to the Services, your sole recourse will be to cease using the Services.  Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified.  We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you.  We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services. 

(c) Paid Subscriptions. Please note that if you are under paid-subscription Services with us, in the event we change the price for the Services, which you have previously agreed to pay or if we substantially change these Terms or the Services you are paying for, we will also notify you of such changes as contemplated in Section 3(a) above.  Any changes will become effective after your then-current subscription expires or terminates.  If you do not agree with such changes and you communicate this to us in accordance with the notification, we will not automatically renew your subscription even if you previously agreed to automatic renewal for payment. 

(d) Additional Terms In addition, certain features of the Services may be subject to additional terms of use (“Additional Terms”), which shall be provided to you at the moment you choose to use such features or services.  By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features.  In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.

4.  USERS 

(a) Guests.  Guests and visitors may browse the Site in accordance with these Terms but will not have full access to the Services without first becoming Registered Users.    

(b)  Registered Users and Accounts.  In order to access certain features of the Services you will be required to become a Registered User.  A “Registered User” is a User who has registered an account with us (your “Account”).  By registering as a User you represent that you are not barred from using the Services under these Terms, the laws of the United States of America, your place of residence or any other applicable jurisdiction.  

(c)  Registration Data.  In registering for the Services, you agree to (i) provide true, accurate, and current information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You agree that all notices and communications between us will be sent to the email address You provide.  If you provide any information (or Company has reasonable grounds to suspect) that is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) for breach.  You agree not to create an Account using a false identity or information.  You agree not to register for an Account on behalf of any person, group or entity unless you are authorized to bind such person, group, or entity to these Terms and by registering them, you hereby represent that you are authorized to do so.  You agree not to create an Account or use the Services if you have been previously removed by Company, or if you have been previously banned from any of the Company properties.

(d)  Account Management. When you register for the Services, we will provide you with access credentials.  You may use the Services or modify your Content and data only through such access credentials.  You are entirely responsible for maintaining the confidentiality of your password and for any and all activities which occur using your credentials and/or under your Account.  Company reserves the right to establish an Account verification process to verify the account and/or any information provided.  You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to (or reasonably suspected by) you at [email protected].  Company shall be entitled to monitor your username and password and, at its discretion, require you to change it.  If you use a username and password that Company considers insecure or inappropriate, Company will be entitled to require this to be changed and/or terminate your Account.  Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You are required to perform all necessary security configuration and management tasks to protect Your Content (defined in Section 11 below) and data.

(e) Use of AI Features.  As part of your registering and using our Services, we may use your Registration Data or User Content for large language models (LLMs) or other machine learning or artificial intelligence features of the Services (“AI Features”) and receive outputs from the AI Features (“Outputs”).  These Outputs can be the results generated by the AI Features, such as the machine learning processes, and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by the Company.  You should independently review and verify all Outputs, because it may not accurately reflect or correctly respond to input you provide.  

The AI Features do not diagnose or treat any medical condition or make other decisions about your health, and it is not intended to be a substitute for professional medical advice, diagnosis, or treatment.  Always seek the advice of a qualified healthcare provider with any questions you may have regarding a medical condition.  The warranty disclaimers and limitations of liability in these Terms apply to the AI Features.

5.  SERVICES

For as long as you agree to these Terms and abide by them, you may use the Services.  These Terms apply to all Users of the Service, including Guests and Registered Users.  The Services are licensed, not sold, to you. 

(a)  Grant of a Limited License.  The Services are protected by copyright laws throughout the world.  Subject to your agreement, and continuing compliance with these Terms, and any other relevant Company policies, Company grants you a non-exclusive, non-transferable,legal non-sublicensable, revocable limited license subject to the limitations below to use the Services and/or download, and use a copy of any Apps on a device or computer that you own or control and to run such copy solely for your own internal individual purposes only.  You agree not to use the Services for any other purpose.  

(b)  Restrictions.  You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Company; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or algorithms of the Services, in whole or in part, except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services except as expressly permitted by Company; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

6.  SUBSCRIPTIONS AND CANCELLATIONS

(a) Subscriptions.  Company may offer access to the Services either at no cost to you or through a paid subscription. During initial registration, you will choose from the available service plans (each a “Subscription”).  All Subscriptions are subject to Company’s acceptance, confirmed upon delivery of a Subscription confirmation to you. Company reserves the right to refuse service for any reason and may interrupt access to the Services for maintenance. You may order additional Services at any time by agreeing to pay any current fees (if applicable). All Services are subject to availability and these Terms. If we offer you a free trial, your Subscription becomes payable only after your free trial terminates. 

(b) Paid Subscriptions.  For paid Subscriptions, your Subscription or commencement of the Services begins upon confirmation and receipt of lawful funds, whichever is earlier.  The initial term of the Subscription (“Subscription Term”) is chosen by you and indicated at the time of subscription. After the initial term, the Subscription shall automatically renew for successive terms as set forth in Section 6(d) below.  

(c) Pricing.  Subject to Section 3(c), Company reserves the right to change prices for paid Subscriptions at any time without providing price protection or refunds for promotions or price decreases. Any pricing changes will take effect after your current Subscription expires or terminates.  If we provide Services to you in the future after your Subscription terminates, the previous amount paid will not determine the new amount.  It is your responsibility to check our Site for any plan or price changes.  All upgrades or downgrades will be performed at your request and may involve fee modifications or reinitiating Services with us. 

(d) AUTOMATIC RENEWAL. To ensure continuity of Services, each paid Subscription includes automatic renewal terms.  Company will automatically renew your paid Subscription based on the chosen Subscription Term, charging your Account on the anniversary of the initial Subscription Fee charge. As authorized during sign-up, Company will charge your Account for the applicable Subscription Fee and any related taxes unless you cancel before the anniversary date.  Each renewal period matches the previous Subscription Term unless otherwise agreed.  IF YOU CANCEL YOUR SUBSCRIPTION, ACCESS TO AND USE OF THE SERVICES WILL END WHEN THE CURRENT SUBSCRIPTION TERM EXPIRES. 

Company reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term), upon advance notice to you.  If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.

(e) CANCELLATIONS. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, AND SUCH CANCELLATION SHALL BECOME EFFECTIVE UPON EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM.  You agree and understand that you will be charged Subscription Fees until the expiration of your then-current Subscription Term and SUBSCRIPTION FEES WILL NOT BE REFUNDED, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW.  You will not be eligible for a pro-rated refund of any portion of the Subscription Fees paid for any unused days of the then-current Subscription Term, unless these Terms are terminated by Company without cause.  If you have any problems or concerns with your cancellation, please contact us at [email protected]for assistance. 

7.  PAYMENTS

(a)  Fees and Payment.  If you purchase any Services for a fee, either on a one-time or on a Subscription basis (collectively “Fees”), you agree and consent to Company’s use of third-party payment providers for billing and processing online payments. You agree to pay the applicable Fees for the Services, including periodic fees for Subscriptions, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts.  Unless otherwise negotiated and confirmed in writing, the initial and recurring Fees for the Services will be as provided in the initial on-line order form.    We may invoice Fees for Services in advance.  Failure to pay Fees when due may result in the suspension or termination of Services.

(b)  Automatic Billing and Usage Limits. Services are billed on an automatic, auto-renewal, and recurring basis unless you follow the cancellation procedure set forth in these Terms.  Your obligation to pay Fees continues through the end of the Subscription Term.  Subscriptions may be subject to usage limits, and we periodically verify usage.  If usage exceeds the purchased limits or scope, we reserve the right to invoice you for the additional use and may contact you to discuss upgrading to a higher usage plan. Refunds, if any, will be issued to the original payment method. 

(c)  Payment Method Authorization.  At registration, you must select a payment method and authorize Company to charge it at regular intervals according to your Subscription. Company may use a third party to process payments, which may impose additional terms. If you do not pay all Fees when due, your account will be deemed past due. Company reserves the right to charge interest at 1.5% per month or the highest rate allowed by law on unpaid amounts until paid. 

(d)  Taxes and Additional Fees. You agree to pay any taxes resulting from your use of the Services. Company is not responsible for bank fees incurred due to check cards, automatic payments, insufficient funds, or other fees from your financial institution. If Company receives less than full payment due to taxes, bank charges, or transfer fees, you will be invoiced for the difference. You also agree to pay all attorney and collection fees arising from efforts to collect past-due Fees.

(e)  Suspension or Termination. If you do not pay on time or if Company cannot charge your payment method, Company reserves the right to suspend or terminate your Subscription, access to the Services, and/or Account, and terminate these Terms.

8.   TERMINATION

(a) By You. These Terms commence on the date when you start using the Services and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms.  You may terminate these Terms at any time and for any reason by (i) cancelling your Subscription (subject to Section 6(e)); and/or (ii) deleting your Account and ceasing use of the Services.

(b) By Company.  Company may terminate your Subscription in its sole discretion at any time for any reason or no reason (“Termination without Cause“).  In such case, Company will provide you with thirty (30) days written notice before the discontinuation of Services. If Company cancels your paid Subscription pursuant to Termination without Cause, Company shall refund to you any unused Fees paid or prepaid in advance of such cancellation.  In the event that Company terminates the Agreement for cause, all prepaid Fees will be forfeited and are not refundable.  The termination of your Subscription does not relieve you of your obligation to pay any Fees accrued or payable to Company prior to the effective date of termination of your Subscription.

In addition to Company’s right to terminate your Subscription provided elsewhere in these Terms, Company may terminate your Subscription effective immediately if, based on Company’s sole judgment, it determines that you or any of your end users: (i) have breached the Acceptable Use Policy, (ii)
have infringed or violated any intellectual property right or privacy or publicity right of a third party, (iii) have not complied with any applicable law, statute or regulation, or (iv) have uploaded, published or disseminated any images, text, graphics, code or video which Company considers illegal or high risk, in its discretion, or (v) breached these Terms.  Nothing contained in these Terms is intended to, or shall, impose any duty or obligation upon Company to monitor or review your Content (defined in Section 11) or the content of your end users at any time.  You remain solely responsible for your Content, and any liability generated therefrom.

(c)  Effects of Termination.  The termination of your Subscription will end your access to the Services and your license to the Materials.  Company shall not be liable to you or to any third party for termination of the Services permitted under these Terms.  Upon termination of your Subscription, Company reserves the right to maintain copies of your data files and records for archival purposes but does not undertake any obligation to do so.  Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Content.  All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.  

9. OUR ACCEPTABLE USE POLICY AND OUR COMMUNITY

By using our Services, you agree to comply with our Acceptable Use Policy (“AUP”) as outlined below. Failure to adhere to this AUP may result in the termination of your Account and potential legal action. Without limiting any other terms of these Terms:

You agree that You will: 

• Use the Services only in a manner consistent with their intended purpose.
• Respect the rights and privacy of other users.
• Comply with all applicable laws and regulations.

You agree that You will not, under any circumstances:

• Attempt to gain unauthorized access to any part of the Services, including other Users’ accounts, servers, or networks.
• Disrupt or overburden any server or network used to support the Services.
• Upload or transmit viruses, worms, Trojan horses, or other malicious code.
• Use bots, scripts, or other automated tools to interact with the Services.
• Post content that is abusive, threatening, obscene, defamatory, libelous, or otherwise objectionable.
• Upload or share content that infringes on any copyright, trademark, patent, or other intellectual property rights.
• Solicit or collect personal information from other Users without their consent.
• Harass, abuse, or harm other Users or groups, including Company employees.
• Impersonate any person or entity, including Company employees.
• Exploit or harm minors or post content depicting cruelty to animals.
• Use the Services for any commercial purpose without express permission, including advertising, solicitation, or selling goods and services.
• Send unsolicited or unauthorized advertising, promotional materials, or other forms of solicitation.
• Use cheats, hacks, or other unauthorized software to modify or interfere with the Services.
• Attempt to reverse engineer, decompile, or disassemble any part of the Services.
• Engage in data mining, scraping, or other automated data gathering methods.
• Create more than one account for using the Services, without authorization.
• Use the Services to engage in illegal activities, including gambling or wagering.

The Company reserves the right to (i) terminate or suspend your Account for any violation of these Terms; and (ii) seek indemnification, and Users agree to reimburse the Company, for any costs, damages, or liabilities arising from your violation of these Terms. We cooperate with law enforcement and report any suspicious or illegal activity.   

These rules of use are not meant to be exhaustive, and the Company reserves the right to determine what conduct it considers to be in violation of this AUP, the Terms or otherwise outside the spirit of the Services.

By using our Services, you agree to adhere to this Acceptable Use Policy.  If you have any questions or need further clarification, please contact our support team at [email protected].

10. INTELLECTUAL PROPERTY INFRINGEMENT AND DMCA NOTIFICATIONS

We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Content (without prior notice) that violate intellectual property rights of others, suspending access to the Services (or any portion thereof) to any User who uses the Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any User who uses the Services in violation of someone’s intellectual property rights.  

(a) Submitting a DMCA infringement notification

Pursuant to the Digital Millennium Copyright Act (“DMCA”) 17 U.S. Code § 512, we have implemented procedures for receiving written notification of claimed intellectual property infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Services, please provide written notice to Our Designated Agent for notice of claims of infringement:  Attn: DMCA Agent, 508 Carnegie Center Drive, Princeton, NJ, 08540 and/or to e-mail: [email protected].

Please do not send other inquiries or information to our Designated Agent.

To be sure the matter is handled immediately, your written notice must:

• Contain your physical or electronic signature;
• Identify the copyrighted work or other intellectual property alleged to have been infringed;
• Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
• Contain adequate information by which We can contact you (including postal address, telephone number, and e-mail address);
• Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
• Contain a statement that the information in the written notice is accurate; and
• Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Designated Agent will be unable to address the listed concern.

(b) Submitting a DMCA Counter-Notification

We will notify you that We have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide Our Designated Agent with a written counter-notification that includes the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which We may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

(c) Abuse Warning.The DMCA imposes significant penalties – including court costs and attorneys’ fees – on those who abuse the infringement notification procedure, by misrepresenting either that material is infringing, or that material was removed by mistake.  We reserved the right to pursue those who abuse our DMCA notice or counter-notification procedure and will cooperate with law enforcement in any investigation of such abuse.  Please make sure that you meet all the qualifications before submitting a DMCA notice to our Designated Agent.

(d) Termination of Infringers.  We reserve the right, in our sole discretion, to terminate the Account or access of any User of the Services who is the subject of repeated DMCA or other infringement notifications.

11.  USER CONTENT

11.1.  Your Content

(a)  You are responsible for the information, text, opinions, messages, comments, audio visual works, motion pictures, photographs, animation, videos, graphics, sounds, music, software, and any other content or material that you or your end users may submit, upload, post, host, store, or otherwise make available (“Make Available”) on or through the Services (collectively, “Your Content”, “Content” or “User Content”).  You may not Make Available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any such right protects any material is on you.  You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make or submit.  As between you and us, you own your User Content and you have full responsibility for all User Content you make or submit, including its legality, reliability and appropriateness, while using the Services.  You hereby grant to Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that Company deems appropriate, without any further consent, notice and/or compensation to you or to any third parties, for purposes of providing the Services to you. 

(b)  Company will not actively monitor Content being hosted by Company, although Company, at its sole discretion, may elect to electronically monitor its network and may disclose any content or records concerning Your Account as necessary to satisfy any law, regulation, or other governmental request or to properly operate our platform and network and protect any of our Users.  Company will investigate complaints of a violation of a third-party right or of the AUP.Company will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that you or any of your end users are engaged in illegal activities.  Nothing contained in this Section, or anywhere in these Terms, is intended to bestow any rights on any third party, and no third parties shall be entitled to enforce any terms of these Terms between us, the parties.

(c)  You acknowledge and expressly agree that Company will not be liable to you or any of your end users for any action Company takes to remove or restrict access to Your Content or the Services for any alleged violation of the AUP, or exercising its rights under the DMCA.

11.2 Content that You Make Publicly Available. 

(a)  In addition to the license granted in Section 11.1(a), you also authorize others to use the User Content that you publicly share or Make publicly Available through the Services.

(b)  You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users.  Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential. 

(c)  Company agrees to use any personally identifiable information contained in any of your User Content in accordance with Company’s Privacy Policy, to the extent applicable.  Additionally, please note that certain information, statements, data, and content (such as photographs) which you may submit to Company, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you.  You acknowledge that your submission of any User Content is voluntary on your part.

(d)  We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

(e)  If you use any “rating” feature of the Services, as applicable, and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether through the Services, or by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary.  You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ratings submitted within the Services, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  You understand and agree that Company may use any of this Feedback in aggregated or non-aggregated from, however Company is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

11.3 Forums and Messaging.  Company may offer public or shared spaces within the Services (including forums and messaging boards) where you and other Users can post your observations and comments on designated topics.  By offering this feature, Company is merely acting as an intermediary and is not responsible and shall not be liable for such communications.  Please note that ideas you post and information you share may be seen and used by other Users, and Company cannot guarantee that other Users will not use the ideas and information that you share on the Services.  Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Services.  Please refer to our DMCA policy for more information regarding how we treat infringing content.  COMPANY IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY COMPANY COMMUNITY SPACES.

12.  THIRD-PARTY SITES

The Services may also be linked to other websites that are not Company properties (collectively, “Third-Party Sites”).  You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides.  You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites.  Company does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites.  YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/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 CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.  Any reference on the Services to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Company’s endorsement or recommendation.

13.  INTELLECTUAL PROPERTY RIGHTS

(a)  The Services and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain Company’s property (or the property of Company’s licensors).  Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Company’s company names, logos, product and service names, trademarks or services marks or those of Company’s licensors.  There are no licenses by implication.  If you breach any of these Terms, the above license will terminate automatically, and you must stop using the Services and immediately destroy any Materials downloaded or printed from the Service.

(b)  All Services provided by Company may only be used for lawful purposes.

(c)  As between you and Company, Company acknowledges that it claims no proprietary rights in or to Your Content.  You hereby grant to Company a non-exclusive, worldwide and royalty-free license to copy, make derivative works, display, perform, use, broadcast and transmit on and via the internet your Content, to enable Company to perform its obligations under these Terms.

(d)  In connection with performance of the Services and at the sole discretion of Company, Company may (but is not obligated to) provide you with certain Materials including, without limitation, computer software, data, documentation or information developed or provided by Company or its suppliers under these Terms, domain names, electronic mail addresses and other network addresses assigned to you, and other know-how, methodologies, equipment, and processes used by Company to provide you with the Services.  Subject to these Terms, Company hereby grants you a limited, revocable, non-transferable, non-exclusive license to use the Materials solely in connection with the Services.  This license terminates when these Terms terminate.  As between you and Company, you acknowledge and agree that Company owns all right, title, and interest or otherwise has acquired all applicable licenses for the Materials, and all copyright, trade secret, patent, trademark and other intellectual property rights therein.  Any use of the Materials after termination of these Terms is not licensed and strictly prohibited.  You agree that you will not upload, transmit, reproduce, distribute or in any way exploit any Materials obtained through the Services without first obtaining express written permission to do so from Company.

14.  INTERACTIONS BETWEEN USERS

You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services.  Company may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services.  Company reserves the right, but has no obligation, to monitor or become involved in any way with these disputes.  You will fully cooperate with Company to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting Company access to any password-protected portions of your Account.  Company reserves the right to restrict, suspend, or close your Account if Company determines, in our sole discretion, that doing so is necessary or in our best interests.

If you have a dispute with one or more Users, you release Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

If you are a California resident, you waive California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

15.  NO WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.  THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS.  COMPANY 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.  OTHER THAN AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, MATERIALS OR THE SERVICES WILL BE CORRECTED.  ANY STATEMENTS MADE REGARDING SUCH MATTERS IN PROMOTIONAL MATERIALS SHALL BE CONSIDERED ADVERTISING REFERENCES, AND NOT WARRANTIES.  YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL, APP, AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, APP AND/OR DATA.

COMPANY HAS NO CONTROL OVER THE CONTENT OF THIRD-PARTY SITES. USE OF ANY THIRD-PARTY SITES WILL BE AT YOUR OWN AND SOLE RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF A SEPARATE AGREEMENT BETWEEN YOU AND THE THIRD PARTY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY MARKETING OR PROMOTIONAL MATERIALS DESCRIBING THE SERVICES ON COMPANY’S WEBSITE.

16.  SPECIAL DISCLAIMER

ANY INFORMATION, MATERIALS, AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH YOUR HEALTHCARE PROVIDER REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTHCARE DECISIONS OR WELLNESS.  YOUR USE OF THE SERVICES IS NOT A SUBSTITUTE FOR DIRECT COMMUNICATION WITH A HEALTHCARE PROVIDER.  DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF ANY INFORMATION PROVIDED TO YOU THROUGH THE SERVICES.

17.  LIMITATION ON LIABILITY

YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT, YOUR CONDUCT, AND ALL OTHER MATTERS UNDER YOUR CONTROL.  IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR CONTENT OR THIRD-PARTY SITES.  

THIS SECTION APPLIES TO ALL CLAIMS BY YOU OR YOUR END USERS IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING THE CLAIM, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, AND/OR MISREPRESENTATION.

REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL COMPANY, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY, OR MATERIALS (INCLUDING APPS) AVAILABLE ON THE SERVICES, BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (A) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (B) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) FOR LOSS OF REVENUES OR LOSS OF PROFITS; (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REPUTATION, LOSS OF GOODWILL, LOSS OF DATA, FOR BUSINESS INTERRUPTION OR SIMILAR ACTION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (E) FOR YOUR USE OF ANY THIRD-PARTY SITES.

THE TOTAL AGGREGATE AND MAXIMUM LIABILITY OF COMPANY AND ITS AFFILIATES, ARISING FROM OR OTHERWISE RELATING TO THESE TERMS (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OR CAUSES OF ACTION, OR, IF GREATER, ONE HUNDRED DOLLARS (US$100).

THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 17 DOES NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR PHYSICAL INJURY (INCLUDING DEATH) DIRECTLY CAUSED BY A PARTY, OR LIABILITIES ARISING OUT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR FRAUDULENT MISREPRESENTATION BY A PARTY. THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.  HOWEVER, ANY EXCLUSION OR LIMITATION WILL BE CONSTRUED TO MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

THE INDEMNITY, RELEASE, AND LIMITATION OF LIABILITY REPRESENT A MATERIAL INDUCEMENT FOR THE COMPANY TO PROVIDE THE SERVICES TO YOU.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE USE OF THE SERVICES.

18.  INDEMNIFICATION

You agree to defend, indemnify, and hold Company and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of your covenants under these Terms; (b) your use of the Services; (c) any defamatory, libelous or illegal material contained within User Content or your information and data; (d) any claim or contention that your Content, your information and data, or your use of any Third-Party Sites infringes any third party’s patent, copyright or other intellectual property rights or violates any third party’s rights of privacy or publicity; (e) any unauthorized third party’s access through your Account; (f) any violation of AUP.  In the event of a claim under this section, Company shall be permitted to select legal counsel to provide a defense to such claim.  Company reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so.  You shall not settle any such claim or liability without the prior written consent of Company, which shall not be unreasonably withheld.

19.  DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER; WAIVER OF JURY TRIAL.

Please read this carefully, it affects your rights. This section applies solely to the extent applicable in your jurisdiction. 

(a)  Governing Law and Venue.  These Terms and your use of the Services shall be governed by the Federal Arbitration Act, applicable federal law, and the laws of New Jersey, United States of America, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section 19, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in New Jersey, and you consent to the jurisdiction of those courts.  You hereby waive any and all rights to bring any claim or action related to any matters under these Terms in any forum beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.

(b)  Informal Dispute Resolution. You agree to first attempt to resolve any dispute, claim or controversy (whether involving contract, tort, equitable, statutory, or any other legal theory) with any of us arising out of or relating to these Terms or the Services (“Dispute”) informally by contacting [email protected] with a description of the Dispute. If we cannot resolve your Dispute informally within 30 days, you and we each agree to a dispute resolution process requiring individual arbitration as set forth in this section.

(c)  Agreement to Arbitrate. You agree that any Disputes that you and any of us are unable to resolve informally will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court, and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at [email protected] or by regular mail to the address set forth in the “Contact Us” section below within thirty (30) days following the date you first accept these Terms, or if you have not registered for an Account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in New Jersey,. All other claims will be arbitrated.

(1) Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Governing Law; Dispute Resolution; Arbitration” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

(2) Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(3) Arbitration Location and Procedure. Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(4) Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

(5) Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(6) Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you agreed to these Terms or access our Services, you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms or accessed our Services.

(d)  No Class Actions. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

(e)  Waiver of Jury Trial.  YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(f) Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR COMPANY WANTS TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS, THEN YOU OR COMPANY MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

20.  EXPORTS 

You understand and acknowledge that the software elements of the Materials may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties.  You will not assist or participate in any such diversion or other violation of applicable U.S. laws and regulations.  You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable U.S. laws and regulations and that you will abide by such laws and regulations.

21.  CONSUMER NOTICE

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: the Services are provided by Otsuka Precision Health, Inc., 508 Carnegie Center Drive, Princeton, NJ, 08540.  If you have a question or complaint regarding the Services, please contact Company’s customer service at [email protected], Attention: Customer Service.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700 or online at http://www.dca.ca.gov/online_services/complaints/consumer_complaint.shtml.

22.  ELECTRONIC COMMUNICATIONS

The communications between you and Company use electronic means, whether you visit the Site, send Company e-mails, or use the Services or whether Company posts notices on the Site or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.  Where Company requires that you provide an e-mail address; you are responsible for providing Company with your most current e-mail address.  In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  We are not responsible for any automatic filtering you or your network or e-mail provider may apply to communications we send to an e-mail address that you provide to us.

23.  GENERAL

These Terms together with our Privacy Policy and related notices, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and Company regarding your use of our Services and supersede and replace any prior written or oral agreements regarding the foregoing.  Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision.  If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.  Neither the rights nor obligations arising under these Terms are assignable by you.  Any such attempted assignment or transfer shall be void and without effect.  We may assign these Terms without restriction.  Company is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties.  Headings, Section and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.  Company shall not be responsible for any failure to perform due to unforeseen circumstances or to force majeure causes beyond its reasonable control, including but not limited to, acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay Company’s performance.

24.  CONTACT US

If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at Attn: Mindful Mamas Club, Otsuka Precision Health, Inc., 508 Carnegie Center Drive, Princeton, NJ, 08540, or by emailing us at [email protected]. 

©2025 Otsuka Precision Health, Inc. All rights reserved.