Last Modified: [July 27, 2020]

 

TERMS OF USE

 

These terms of use are entered into by and between you and Romeo Therapy Consulting LLC dba Solei

Rehab (“Solei”). The following terms and conditions (“Terms of Use”) govern your access to and use of www.soleirehab.com (the “Website”), including any content, functionality, and services offered on or through the Website.

 

Please read the following Terms of Use carefully before you start to use the Website. Your use of this Website, including any use of Solei’s services is conditioned upon your acceptance of the terms and conditions in these Terms of Use and our Privacy & Security Policy, found at https://www.soleirehab.com/privacypolicy, incorporated herein by reference. By using the Website, you agree to be bound by the terms and conditions herein. If you do not agree to these terms and conditions, you are not authorized to access or use this Website.

 

Your continued use of the Website following the posting of a revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

1.       SERVICES PROVIDED

 

Solei provides physical, occupational and speech therapy to patients using both in-person treatment and telehealth technologies, including live streaming video, telephone and/or secure email for the assessment, diagnosis and treatment of patients over the Internet (the “Services”). All the participating therapy providers (“Providers”) have independently contracted to be in the network operated by Romeo Therapy Consulting LLC dba Solei Rehab.

 

2.         THE USE OF THIS WEBSITE AND THE SERVICES IS NOT INTENDED FOR EMERGENCIES

 

Solei’s website and services are not for use for medical emergencies or urgent situations. You should not disregard or delay in seeking medical advice based on anything that appears on Solei’s Website. If you think you are having an emergency, call 911 immediately.

 

Your interactions with the Providers through Solei’s Website and Services are not intended to replace your relationship with your existing primary care physician. Solei’s Providers reserve the right to deny care for actual or potential misuse of these Services. The Services do not include the provision of medical care by Solei. Rather, the Services enable access to Providers who have agreed to provide patient care to customers using Solei’s Services. Solei arranges for the provision of care, it does not provide medical care.

 

These Terms of Use apply to your use of the Website and, to the extent referenced, your registration and use of the Services.

 

3.         REGISTRATION, ELIGIBILITY AND SECURITY

 

In order to access the Website and Services, you represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms of Use, register for the Solei Services under your own name and to use the Solei Services in accordance with this Terms of Use and abide by the obligations hereunder. You agree to fully, accurately and truthfully provide Solei with your name, mailing address, phone number, email and password. You agree to prohibit anyone else from using your registration information and you agree to immediately notify Solei of any actual or suspected unauthorized use of your information or other security concerns of which you become aware.

 

To permit you to access Solei Services on behalf of a minor child of whom you are a parent or legal guardian, you may register under your name. Any such sub-registration is subject to these Terms of Use and Solei’s Privacy & Security Policy.

 

In order to determine your compliance with these Terms of Use we reserve the right, but not the obligation, to monitor your access to and the use of the Website and the Services. Solei may, in its sole discretion, refuse to provide care for actual or potential misuse of these Services or for noncompliance with these Terms of Use.

 

4.        FRAUD PREVENTION AND SECURITY

 

Solei may contact you by telephone, mail or email to verify your Solei registration information. Solei may request further information from you, and you agree to provide such further information to ensure your information is correct. If you do not provide this information in the manner requested with 14 days of the request, Solei reserves the right to suspend, discontinue or deny your access to and use of the Website and Services, until the information is provided by You to Solei as requested.

 

5.         MODIFICATION TO TERMS OF USE

 

Please print and keep a copy of these Terms of Use. Solei reserves the right to modify the Terms of Use periodically, for any reason, and without notice. The most current version of these Terms of Use can be accessed at any time by selecting the Terms of Use link on the bottom of the Website. Please review the Terms of Use often so you will be appraised of any changes made. Any such revision or change will be binding and effective immediately on posting of the revised Agreement on our Website. Unless we expressly note otherwise, these terms incorporate and supersede any other terms associated with the Services. Solei has the right to limit, suspend, discontinue or deny your access to and use of the Services at any time, and without notice, to anyone who violates these Terms of Use as Solei considers appropriate or necessary in its sole discretion, including but not limited to (1) security reasons, (2) alleged or suspected breach of these Terms of Use, or (3) the protection of intellectual property.

 

6.         INFORMATION PROVIDED BY YOU

 

As part of the signing up process, you are required to provide us certain personal and medical information. Additionally, it is your responsibility to update Solei as promptly as possible with changes to your personal and/or medical information so that all records are current, complete and accurate. At any given time, you may be notified that information may be available for your review that is considered time-sensitive, such as medical information, diagnosis, lab results, etc., at the email address that you provided as a contact point. Please keep this in mind when determining which email address you offer as a contact point. You are obliged to provide us the following information:

  1. Change in email address

  2. Change of physical address

  3. Change of phone number

  4. Change of credit card number

  5. Change of banking information

  6. Change of credit card expiration date

  7. Change of health insurance provider

 

7.         ELECTRONIC MEDICAL RECORD

 

Your Solei Electronic Medical Record (“EMR”) is created for you to enter, store and access your personal health information (“PHI”) online, including medical history, current health conditions, symptoms, complains and medications, and for your Provider to record the results of his or her therapy encounters with you in accordance with his or her obligations under applicable state and federal law with regard to creating and maintaining your record. Any information provided as part of a video, telephone and/or secure email consultation becomes part of your EMR. You agree to provide accurate, current and complete information about yourself for your EMR, to periodically review and to update such information as needed to keep it accurate, current and complete. Solei uses a third-party vendor to manage and secure your EMR. For additional information regarding use of your EMR, please see our Privacy & Security Policy at https://www.soleirehab.com/privacypolicy. It is your responsibility to confirm any third-party information, or information regarding a minor child of whom you are a parent or legal guardian, in your EMR. Solei reserves the right to maintain, delete or destroy all communications and materials posted or uploaded pursuant to its internal record retention and/or destruction policies. Please note that it is solely your Provider’s obligation to use and disclose the information included in your EMR in accordance with applicable state and federal law, including, without limitation, obtaining any consents or authorizations that may be required for your information to be shared with other participating providers. However, by requesting a consultation through Solei’s Website, you agree to disclose the contents of your complete EMR to the Provider who will conduct your consultation.

 

8. INFORMATION RESOURCES (Opt-In)

 

By subscribing to Solei’s Services, you are agreeing to opt-in to the receipt of newsletters and other information regarding common medical and health related topics or preventative care messages containing specific medical and health related information, links to other related websites and specific questions related to your Solei Record. Additionally, Solei makes available self-care informational services that provide general medical and health information. These communications and resources are not comprehensive medical texts and do not include all the potential information regarding the subject matter. These communications and resources are for general educational and informational purposes only and should not be relied upon as a substitute for patient-specific advice, medical diagnosis and treatment, or construed directly or indirectly, as the practice of medicine or dispensing of medical services by Solei. Such information is not a substitute for seeing an appropriate healthcare professional for medical treatment, emergency medical services or urgent care. The information contained in these communications and resources is compiled from a variety of sources and may or may not be considered authored by Solei. Solei makes no warranty as to the content of these materials or the information contained therein, or represents or warrants that any treatment is safe, appropriate or effective for you. If you do not wish to receive such communications, you may opt-out at any time by contacting customer service.

 

9.         LIMITATION ON USE

 

You agree that you will not use the Services for any service that must be provided to you by your regular physician as a follow up to an in-office visit, at no additional charge to you or your health care plan, as required by your health care plan. You will not use the Website or Services in any unlawful way and/or for any unlawful purpose. You will not post or transmit a message under a false name or use the network resources of Solei to impersonate another person or misrepresent authorization to act on behalf of others or Solei. All messages transmitted via Solei should correctly identify the sender. You may not alter the attribution of origin in electronic mail messages or posting. You will not allow another person or entity to use your registration information to access or use the Services, or post or view comments. You will not attempt to undermine the security or integrity of computing systems or networks of Solei, its partners, or those accessed through or with their product, and must not attempt to gain unauthorized access. You may not harvest or collect PHI about any other individual who uses the Services. You may not post or transmit any data, materials, content or information which is threatening, false, misleading, abusive, libelous, pornographic or profane, or that contains or promotes any virus, work, trojan horse, time bomb or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Website or the Services. You may not tamper, hack, spoof, copy, modify or otherwise corrupt the administration, security or proper function of the Website or the Services. You will not use robots or scripts with the Website. You will not attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code or information on or received by this Website. You agree to have anti-virus and/or anti-spyware software running that is set to override the Internet browser’s cookie setting.

 

You further agree that any information you provide or use on the Website, and your use of the Website or Services will not infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity or privacy rights of any party, including such rights of third parties.

Solei maintains the right to delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory or obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

 

All customer-specific information provided by you in connection with the Services shall be governed by Solei’s Privacy & Security Policy, which can be found at https://www.soleirehab.com/privacypolicy.As part of these terms and conditions, you acknowledge that you understand, have read and accept all terms and conditions contained within the Solei Privacy & Security Policy. Solei reserves the right to refuse Services to any patient that does not have a valid email address on file.

 

10.         OPERATIONAL FUNCTIONALITY

 

Solei reserves complete and sole discretion with respect to the operation of the Solei Services. Solei may, among other things, withdraw, suspend or discontinue any functionality or feature of the Solei Services. Solei is not responsible for maintaining information arising from use of the Website or in respect of the Services. Solei reserves the right to maintain, delete or destroy all communications and information posted or uploaded to the Services in accordance with its internal record retention and/or destruction policies.

 

11.         TEMPORARY USE LICENSE GRANTED

 

You are hereby granted a non-exclusive, non-transferrable temporary license, subject to the terms and qualifications of these Terms of Use to use the Services solely for personal, non-commercial use. You are not granted a license or any other right to store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works.

 

12.         INTELLECTUAL PROPERTY

 

With the exception of your Electronic Medical Record, Solei retains all right, title and interest in and to Solei, the Services and any information, products, documentation, software or other materials on the Website (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), and any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing, except for information on the Website licensed by Solei, and in that case, the license provider retains all right, title and interest therein. The information available through the Website and the Services is the property of Solei, or if licensed by Solei, the license provider.

 

You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services (which includes its software and documentation), create derivative works based on or in any manner commercially exploit the Services, in whole or in part. You agree that violations by you, any other person or entity, of these copyrights, trade secrets, patents, other intellectual property protections, or the terms of this Agreement will be prosecuted to the fullest extent of the law in the federal and state courts located in the State of Utah. The final choice of whether a customer is in violation of any of these policies is at the sole discretion of Solei. Nothing contained on the Website should be construed as granting, by implication, estoppels, waiver or otherwise, any license or right to use any trademarks, service marks or logos displayed on the Website without the written grant thereof by Solei or the third-party owner of such trademarks, service marks and logos. The Website may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.

13.          INTERNATIONAL USE

The Services are designed for and intended for use in the United States. Solei makes no representation that the information and services provided on the Website or through the Services are applicable to, appropriate for, or available outside the United States. Accessing the Services from territories where the content is illegal is prohibited.

 

14.         LEGAL NOTICES AND DISCLAIMERS

 

MEDICAL DISCLAIMERS: SOLEI MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONTENT OF ANY TREATMENT RESPONSE FROM ANY PROVIDER. PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF SOLEI. YOU AND YOUR INDIVIDUAL PROVIDER ARE SOLELY RESPONSIBLE FOR ALL INFORMATION AND/OR COMMUNICATION SENT DURING YOUR TELEHEALTH THERAPY CONSULTATION OR APPOINTMENT AND ANY ADDITIONAL COMMUNICATIONS THROUGH EMAIL, TELEPHONE OR OTHER FORMAT. SOLEI DOES NOT GUARANTEE THAT A TELEHEALTH THERAPY CONSULTATION AND/OR APPOINTMENT IS THE APPROPRIATE COURSE OF TREATMENT FOR YOUR PARTICULAR HEALTH CARE PROBLEM. FURTHERMORE, SOLEI IS NOT A SUBSTITUTE FOR YOUR PRIMARY CARE PROVIDER. YOU AGREE TO CONTACT YOUR PRIMARY CARE PROVIDER IMMEDIATELY SHOULD YOUR CONDITION CHANGE OR YOUR SYMPTOMS WORSEN. IF YOU REQUIRE URGENT CARE, YOU SHOULD CALL 911 OR CONTACT YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY.

 

CONTENT DISCLAIMERS: NO INFORMATION FOUND ON THIS WEBSITE SHOULD BE RELIED ON AS PROFESSIONAL MEDICAL ADVICE. NOTHING CONTAINED IN THIS WEBSITE SHOULD BE CONSTRUED, DIRECTLY OR INDIRECTLY, AS THE PRACTICE OF MEDICINE OR PROVIDING MEDICAL SERVICES BY SOLEI. THE INFORMATION AND SERVICES PROVIDED ON OR THROUGH THIS WEBSITE ARE INTENDED SOLELY AS GENERAL EDUCATIONAL MATERIAL AND PROVIDE A MECHANISM TO FIND AND CONNECT TO A PROVIDER WHO, SUBJECT TO HIS OR HER PROFESSIONAL RESPONSIBILITIES, MAY OR MAY NOT PROVIDE YOU WITH MEDICAL CARE. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER CONCERNING QUESTIONS YOU HAVE REGARDING

AND MEDICAL CONDITION, AND BEFORE STARTING, STOPPING OR MODIFYING ANY TREATMENT OR MEDICATION. NEVER DELAY OBTAINING MEDICAL ADVICE OR DISREGARD MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE OR HAVE NOT READ ON THIS WEBSITE. SOLEI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF THE INFORMATION PROVIDED ON THE WEBSITE AND ASSUMES NO RESPONSIBILITY FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED UPON THE INFORMATION AND MATERIAL ON THE WEBSITE. YOU ASSUME THE ENTIRE RISK OF LOSS IN USING THE WEBSITE AND INFORMATION CONTAINED IN THE WEBSITE.

 

15.         GENERAL DISCLAIMERS

 

YOU ACKNOWLEDGE THAT YOUR USE OF THE SOLEI SERVICES IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS OR SERVICES CONTAINED ON OR PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SOLEI AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE, NON-INFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, SOLEI AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SOLEI PRODUCTS AND SERVICES PROVIDED HEREUNDER. SOLEI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SATISFACTION OF GOVERNMENTS REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON ANY TREATMENT, ACTION OR APPLICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SOLEI SERVICES.

 

SOLEI DOES NOT ENDORSE THE PROMOTIONS, PRODUCTS OR SERVICES OF ANY THIRD PARTIES. SOLEI DOES NOT WARRANT OR VALIDATE THE INFORMATION OF ANY THIRD- PARTY ADVERTISEMENTS, PROMOTIONS, COMMUNICATIONS OR OTHER MATERIALS. SOLEI DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OF INFORMATION CONTAINED IN THIS WEBSITE OR ANY THIRD-PARTY WEBSITES.

 

16. SERVICE RELIABILITY AND WARRANTIES

SOLEI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, 100% SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, AND ANY SERVICE INTERRUPTION CAUSED BY SOLEI EMPLOYEES. SOLEI IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR COMPROMISE OF DATA CARRIED OVER LOCAL OR INTERCHANGE TELECOMMUNICATION CARRIERS. SOLEI WILL TAKE ALL NECESSARY PRECAUTIONS TO PROTECT AGAINST FAILURE OF OUR EQUIPMENT AND SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT TEMPORARY INTERRUPTIONS IN SERVICE MAY OCCUR, AND THAT SOLEI SHALL HAVE NO LIABILITY FOR ANY CLAIM, COST, CHARGE, LOSS OR EXPENSE

ARISING FROM OR RELATING TO USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT DATA MAY BE LOST OR CORRUPTED IN CONNECTION WITH USE OF THE SERVICES. SOLEI MAY PERFORM REGULAR BACK-UPS OF ALL DATA STORED BUT SHALL HAVE NO LIABILITY IN THE EVENT ALL DATA IS LOST OR DESTROYED. YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT RESTORATION OF DATA FROM BACKUP IS NECESSARY, IT MAY TAKE SEVERAL DAYS TO COMPLETE SUCH RESTORATION OF DATA AND RESUME OPERATION OF THE SERVICES.

 

17.         INDEMNIFICATION

 

You agree to release, indemnify, defend and hold harmless Solei and its Affiliates harmless from all liabilities, claims, rights, losses, causes of action, actions and suits (no matter whether in law or in equity), expenses, including attorneys’ fees, of third parties relating to or arising, directly or indirectly, out of or in connection with (i) your use or misuse of the Website or the Services or any information posted on the Website, (ii) your subscription, (iii) your breach of the Terms of Use or the Privacy & Security Policy, (iv) your relationship with any Provider, (v) the content or subject matter of or any information you provide to Solei, any of its Affiliates, any Provider or customer service agent, and/or (vi) any negligent or wrongful action or omission by you in the use or misuse of the Website or the Services or any information posted on the Website, including, but not limited to, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct. If and when Solei is threatened with suit by a third party, Solei may seek written assurances from you concerning your promise to indemnify it. Your failure to provide those assurances may be considered by us to be a breach of your Terms of Use and may result in Solei’s refusal to provide the Services.

 

18.         LIMITATION OF LIABILITY

 

Except as prohibited by law, and without limitation:

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SOLEI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

 

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

19.         TERMINATION AND SURVIVAL

 

Solei may terminate the Services at any time, without penalty and without notice, if you fail to comply with any of the terms of these Terms or Use or with the intellectual property protections applicable to the Services. Solei may also seek legal prosecution of any violations of law or these Terms of Use and you agree to personal jurisdiction by the courts in Salt Lake County, Utah. Upon notice of termination of Services by Solei to you via the email account provided in your personal information, or voluntary termination of service by you, Solei has the right to delete all data, files, or other information that is stored on your behalf for any reason. The Indemnification, Intellectual Property, Governing Law and Jurisdiction, Warranty, Compliance with Anti-Spamming Laws and Privacy terms and conditions stated herein shall survive termination.

20.         FEES AND APPLICABLE CHARGES

 

You agree that you are solely responsible for all administrative fees and consultation fees for Services, pursuant to the schedule of fees set forth on the Website. As further consideration for the Services, you agree to provide certain current, complete and accurate information, and keep it current, complete and accurate. By completing and submitting the sign-up form, you represent that the statements in their application are true and accurate. You agree that any unpaid balance due hereunder shall bear interest at the rate of 18% per annum, and that costs of collection, including Court costs and reasonable attorneys’ fees shall be added as principal amounts to such balance. Solei reserves the right to modify its pricing structure at any time and implement the new price structure at any time. You understand that Services may not be provided or scheduled consultations may be cancelled if your credit card information is inaccurate or invalid. Solei may charge a fee if you fail to attend or cancel an appointment in accordance with any stated cancellation policy.

 

21.         FORCE MAJEURE

 

Notwithstanding anything herein to the contrary, Solei shall not be liable for any losses arising out of the delay or interruption of its performances of any obligations due to any act of God, pandemic, act of governmental authority, act of public enemy, war, severe weather conditions, or any other cause beyond its control.

22.        NO THIRD-PARTY RIGHTS

 

Unless expressly stated in these Terms of Use or in the Privacy & Security Policy to the contrary, nothing herein or in the Privacy & Security Policy is intended to confer any rights or remedies under these Terms of Use or the Privacy & Security Policy on any other persons other than you, Solei and its Affiliates. Nothing in these Terms of Use and the Privacy & Security Policy is intended to relieve or discharge the obligation or liability of any third persons to any of you, Solei or its Affiliates, nor shall any provision give any third persons any right of subrogation or action over or against you, Solei or its Affiliates.

 

23.         ASSIGNMENT

 

You may not assign, transfer or delegate these Terms of Use or the Privacy & Security Policy or any parts thereto without Solei’s prior written consent. Solei may freely transfer, assign or delegate all or any part of these Terms of Use and the Privacy & Security Policy, and any rights and duties thereunder These Terms of Use and Privacy & Security Policy will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties.

 

24.         PRIVACY

 

By accepting these Terms of Use, you acknowledge that you understand, have read, and agree to the provisions outlined in the Privacy & Security Policy, which is incorporated by reference herein.

 

25.         GOVERNING LAW AND JURISDICTION

 

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).

 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in the City of Salt Lake City and County of Salt Lake, State of Utah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

26.         ARBITRATION

 

At Solei’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non- performance, or termination, to final and binding arbitration applying Utah law.

 

27.         LIMITATION ON TIME TO FILE CLAIMS

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

28.         ENFORCEMENT COSTS

 

If any civil action or other legal proceeding is brought for the enforcement of any of these Terms of Use or the Privacy & Security Policy or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of any of these Terms of Use or the Privacy & Security Policy, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).

 

29.         WAIVER AND SEVERABILITY

 

No waiver by Solei of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Solei to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

      

30.       SPAM AND COMPLIANCE WITH ANTI-SPAMMING LAWS

 

Solei has a strict zero tolerance for unsolicited bulk email, unsolicited posting to news groups or other illegal activities. You shall not use or permit any your employees, agents or affiliates to: market, promote or solicit Solei products in ways that violate the federal CAN-SPAM Act (Controlling the Assault of Non- Solicited Pornography and Marketing) or any other laws of the United States. You shall not, infringe the rights of others, shall not distribute chain letters or unsolicited bulk electronic mail; spamming; propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; infringe copyrights, trademarks, or other intellectual property rights. You further agree to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the Worldwide Web. You agree to indemnify and hold Solei and its Affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Solei and its Affiliates harmless against and from losses, damages, costs, and reasonable attorneys’ fees, if any, incurred in defending and/or resolving any suits brought against Solei or any of its Affiliates, by anyone arising out of an alleged violation of any anti-spamming rules, regulations, laws, statutes, and the like. Your right to use the Services will be terminated for any of the above infractions.

 

31.         NOTICE

 

Solei shall provide notice by email to the email address provided at registration, by a general notice to the Solei Website, or by written communication delivered by first class U.S. mail or express courier to your address on record. You may give notice to Solei at any time to:

 

Romeo Therapy Consulting LLC dba Solei Rehab
881 Baxter Drive, Suite 100 South Jordan, Utah 84095

 

32.         ENTIRE AGREEMENT

 

These Terms of Use and Solei’s Privacy & Security Policy, together with any Solei rules or policies referred to herein, represent the entire agreement between you and Solei concerning the subject matter hereof, and supersede all prior understandings, whether written or oral, concerning such subject matter. Solei may modify this Terms of Use as set forth above.