GEMINI HEALTH, LLC

DISCLAIMER

IMPORTANT: The drugs and dosages within this Drug Savings Report (DSR) are based upon actual paid pharmacy claims provided to Gemini Health. The DSR service is intended to provide lower cost alternative drug information that may be appropriate for clinical consideration for a specific patient. The DSR is not designed to be clinical decision support nor as a substitute for individual clinician’s judgment. Although Gemini Health’s clinical algorithms are applied to this information, other important factors (e.g. diagnosis information, prior treatment history, provider preferences, etc.) used by clinicians in selecting care plans are not available to Gemini to assist in alternatives identification.

TERMS OF SERVICE

This Terms of Service was last revised on July 2, 2020.

I. User’s Acknowledgment and Acceptance of Terms

Gemini Health, LLC (collectively, “Us” or “We”) provides the Gemini Health drug cost transparency and various related services (the “Service”) to you, your organization and those in your care (hereinafter “you”), the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service”), as well as any other written agreement between us and you. In addition, when using particular services or materials on the Service, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.

We allow you to access and use the Service in accordance with the terms and conditions in this Terms of Service. The Service offers a variety of features and functionality, which includes, but is not limited to checking costs for prescription drugs and providing therapeutically equivalent alternatives that are lower in cost and may also include finding drug coupons and/or discount cards, locating pharmacies, learning about prescription drug offerings such as Patient Assistance Programs, and receiving updates about prescription drug offers.

We reserve the right to add, remove, fix, change, update, modify, amend or terminate either temporarily or permanently any feature, functionality or in entirety the Service or any term of these Terms of Service from time to time with or without prior notice to you.  If we make material changes to the Service or these Terms of Service, we may notify you of such changes by sending you an email, notification or other message (e.g., push notifications, in-app news notices) or by posting them on the Service, including when such changes shall take effect.

BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE CEASE USE OF THE SERVICE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SERVICE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE, IS TO STOP USING THE SERVICE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SERVICE.  We may change these Terms of Service from time to time. Please review this Service and these Terms of Service from time to time and to familiarize yourself with any modifications.

You acknowledge and agree that we have no obligation to make available to you any subsequent or updated versions of the Service. You also understand and agree that you may or may not be required to enter into a renewed version of this Terms of Service if you want to download, install, or use a new version of the Service. By continuing to use or access our Service after those revisions take effect, you agree to be bound by all applicable revised terms and conditions of this Terms of Service.  The modified terms of these Terms of Service shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Terms of Service. 

As used in these Terms of Service, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, customers, distributors, clients, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Service and/or its contents.

II. Description of the Service

You understand and acknowledge that the Service is being provided and is made available on an “AS IS” and “AS AVAILABLE” basis. The Service may contain errors or inaccuracies that may cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. We strongly encourage you to back-up all data and information before using it with the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical or other support for the Service.  We reserve the sole right to either modify or discontinue the Service, including any of the Service’s features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this Service shall also be subject to these Terms of Service.

III. Restrictions on Use 

Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service. 

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by us or authorized within the Service); use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.  The Software is the property of either Gemini Health, LLC or its Affiliates.

You represent, covenant, and warrant that you will use the Services only in compliance with our standard published policies then in effect and all applicable laws and regulations.  Although we have no obligation to monitor your use of the Service, we may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.  In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You acknowledge that the professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. You take full responsibility for the use of information provided by the Service in patient care and acknowledges that the use of the Service in no way is intended to replace or substitute for professional judgment. We do not assume any responsibility for your actions which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis.

You acknowledge the clinical information contained in the Service is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, or other healthcare professionals in patient care. The absence of a notification for any treatment should not be construed to indicate treatment is safe, appropriate or effective in any given patient.

We do not recommend or endorse any specific prescription drug or pharmacy that may be mentioned on the Service. Reliance on any information provided by us or our partners or customer is solely at your own risk.

You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our Service without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

IV. Customer Support

Subject to the terms hereof, we will provide Technical Support to you via both telephone and electronic mail on weekdays during the hours of 9:00 am through 9:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). You may initiate a helpdesk ticket during Support Hours by calling the help line or any time by emailing support@gemini.health or calling 415-887-9452. We will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

V. Data

In connection with the use, registration, implementation, maintenance, or servicing of the Services, you may be required to provide data, information, personally identifiable information, personal health information or other materials for you or your patients (collectively “Data”). You hereby grant to us and our Affiliates a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, monitor, retrieve, display, view, print, and use the Data to the extent required solely to provide or improve the Service. We may also only share the Data as permitted by applicable law.  Even if there is not registration, we may collect and store certain information about your use of the Services.   You shall own all right, title and interest in and to the Data.  We shall own and retain all right, title and interest in and to (a) the Service, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Service or support, and (c) all intellectual property rights related to any of the foregoing.

We are not obligated to store the Data, Account information, Service requests, communications, e-mails, messages or any other information but does so in its sole discretion. We may delete information at any time or periodically to comply with applicable law or regulation, its internal document retention policies or any other reason in its sole discretion. You understand and agree that we have no responsibility or liability whatsoever for the deletion or failure to store any information related to your use of the Service.

Certain features of the Service display a patient’s out-of-pocket expenses (i.e., copay or coinsurance) for prescription drugs. You understand and agree that by providing the Data, including a patient’s health insurance information, that give us or our Affiliates your consent to solely assist, process and identify such pharmacy related benefits, including without limitation to determine if the prescription drugs are covered, the out-of-pocket obligations and other benefit related restrictions and requirements.

Notwithstanding anything to the contrary, we shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning the Data and data derived therefrom), and  we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  The use and transmittal of any of any Data that includes personal health information shall only be governed by a Business Associates Agreement between us, which we mutually agree to execute prior to your use of the Service.  No rights or licenses are granted except as expressly set forth herein.

VI. Confidentiality of Your Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Our Proprietary Information includes non-public information regarding features, functionality and performance of the Service.  Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Service, including information about company, its providers or practices. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

VII. Third Party Services and Content

This Service may link you to other services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These other services may contain information or material that some people may find inappropriate or offensive. These other Services and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such Services, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Service or party by us, or any warranty of any kind, either express or implied.

Materials or content may be made available via the Service that are owned, provided or references documents, information, software, products, services, offers and/or materials provided by third parties not within our control, including without limitation, information regarding prescription drugs, coupons, discounts, patient assistance programs offered by pharmaceutical manufacturers or other entities, links to third party Services or other condition management initiatives (collectively, “Third Party Content”).

Third Party Content is not under our control and we are not liable or responsible for Third Party Content available, linked or accessible through the Service, and any right, title, interest and liability for any intellectual property rights in such Third Party Content shall remain with the respective third party owner or licensor unless otherwise stated herein or agreed to by us and such third party. You assume all risk arising from Your use of Third Party Content, including without limitation, any Third Party Content You may find or view on Services linked from the Service. Our inclusion of such a link to Third Party Content is provided as a convenience and is not intended to indicate association with or endorsement of such third party, or any warranty of any kind, either implied or express of any of the Third Party Content.

We do not and is under no obligation to review Third Party Content transmitted, sent, received, used, linked or offered through the Service for any purposes, including without limitation, for determining intellectual property infringement, copyright compliance, accuracy, decency, legality, omissions, errors, references or any other aspect of the Third Party Content. However, we reserve the right to and will, in appropriate circumstances, terminate access to the Service if a user infringes on any of our intellectual property rights or a third party.

You are only permitted to use Third Party Content as expressly authorized by us or Third Party Content provider. Any unauthorized use of the materials appearing on the Service may violate trademark, copyright and other applicable laws resulting in civil or criminal penalties.

VIII. Third Party Distributors of the Service

The Service may be distributed by one or more of our Affiliates.  The terms of this Terms of Service applicable to us will, in pertinent part, apply to those Affiliates as third-party beneficiaries of these Terms of Service.  For example, any intellectual property protections afforded to us shall also extend to the intellectual property of such Affiliates.  Similarly, any and all disclaimers, warranties and other protections shall extend and apply in pertinent party, to such Affiliates.  

IX. Intellectual Property Information

Copyright ©2018 Gemini Health, LLC. All Rights Reserved. For purposes of these Terms of Service, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on the Service. 

By accepting these Terms of Service, you acknowledge and agree that all content presented to you on this Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of either Gemini Health, LLC and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Service in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Service. Any unauthorized use of the materials appearing on this Service may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Service will not infringe the rights of third parties. See “Users Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Service infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

The following are registered trademarks, trademarks or service marks of Gemini Health, LLC or its Affiliates: Gemini Health. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of either Gemini Health, LLC or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, and/or the name of either Gemini Health, LLC or its Affiliates.

X. Disclaimer of Warranties

We shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service.  The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, we do not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND WE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.  THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE THE SERVICE.  THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service often represents the opinions and judgments of an information provider, Service user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than our authorized spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this Service for further information, which policies are incorporated by reference into these Terms of Service.

You understand and agree that temporary interruptions of the services available through this Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

XI. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, US AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CUSTOMERS, CLIENTS, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF SERVICE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOUR FOR THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SERVICE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

XII. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your use or misuse of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

XIII. International Use

Although this Service may be accessible worldwide, we make no representation that materials on this Service are appropriate or available for use in locations outside the United States of America and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made about this Service is void where prohibited.

XIV. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Service with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.  Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this Service immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Service. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us about such termination or suspension.

XV. Governing Law

This Service (excluding any linked Services) is controlled by us from our offices within California, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing this Service both of us agree that the statutes and laws of the State of California, U.S.A., without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this Service and the purchase of products and services available through this Service. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of California, U.S.A. with respect to such matters.

XVI. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at info@Gemini.Health, if by email, or at Gemini Health, LLC, 2 Alexander Avenue, Sausalito, CA 94965 if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

XVII. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter of this Terms of Service and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Service is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.

XVIII. Miscellaneous

In any action to enforce these Terms of Service, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Service arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

We may assign this Agreement and any of its rights and obligations hereunder at any time. You may not transfer or assign this Agreement or any of your rights or obligations under this Agreement, and any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives. Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.  Please contact us at info@geminihealth.net with any questions regarding this Terms of Service.