***PLEASE READ CAREFULLY***
Last Modified: JULY 7, 2019
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APPLICATION YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF SOUND MIND AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (18 YEARS OF AGE OR OLDER); AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE APPLICATION. IF YOU HAVE ALREADY DOWNLOADED THE APPLICATION, DELETE IT FROM YOUR COMPUTING DEVICE.
We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Application constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you sign into your account, access, or use the Application. Therefore, we encourage you to review this Agreement regularly.
If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal to the email address provided in Section 28 herein. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the Application and you must delete it from your Computing Device.
1. License Grant . Subject to the terms of this Agreement, Kinto grants you a personal, limited, non-exclusive, revocable, and non-transferable license to:
(a) download, install, and use the Application on a mobile computing device that is owned or otherwise controlled by you (“Computing Device”) strictly for your own, personal, non-commercial use; and
(b) access, view, and use on such Computing Device the Kinto Content (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement, and any other terms and conditions applicable to such Content as set forth in Section 5.
2. License Restrictions . You shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application or any of its parts;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any of its parts;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one user device without creating unique user accounts for each user in accordance with this Agreement; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.
3. Use of the Application; Account Security; Payment .
(a) KINTO IS A SOFTWARE COMPANY. ACCORDINGLY, KINTO IS NOT A CARE PROVIDER OF ANY TYPE AND DOES NOT OFFER OR PROVIDE ANY HEALTH, NURSING, SERVICES, CARE, SERVICES, DIAGNOSES, OR ADVICE OF ANY KIND. FURTHERMORE, THE APPLICATION IS NOT INTENDED AS A COMMUNICATION, DATA STORAGE, OR RECORDKEEPING TOOL FOR ANY PROTECTED HEALTH INFORMATION OR FOR ANY HEALTH CARE PROVIDER.
(b) The Application is intended specifically to collect and store information and data about the day-to-day personal care and living assistance that a person receives (the “ Care Receiver”) on an ongoing basis from a person providing the care (such as, for example, an in-home caregiver; the “ Caregiver”) and/or spouses, family members, friends, or loved ones of the Care Receiver, or other individual individuals interested in the Care Receiver’s wellbeing (each a “Care Facilitator” and collectively, the “ Family Care Team”).
(c) The information may be input into the Application either by i) the Care Receiver who is using the Application (the “ Care Receiver User”); ii) and/or the Care Facilitator(s) using the Application (each a “Care Facilitator User” and collectively, the “ Family Care Team User”). Each user of the Application, whether a Care Receiver User or a Care Facilitator User, may be referred to as an End User.
(d) In addition to collecting and storing information about the day-to-day care offered to, or received by, a Care Receiver, the Application (i) makes the information available to the Family Care Team User; and (ii) facilitates the efficient communication and coordination between Care Facilitator Users in connection with the care services offered to, or received by, the Care Receiver. Specifically, the Application allows users to:
(i) Record notes, events, actions, tasks, dates, and updates in connection with the personal care of a Care Receiver;
(ii) Create and update schedules in connection with the personal care of a Care Receiver;
(iii) Communicate with other End Users about the personal care of a Care Receiver;
(iv) Upload, store, and view documents (such as, for example, legal documents), notes and arrangements (collectively, “ Documents”) related to Care Receiver that are provided by the Care Receiver (or Care Receiver User) or Care Facilitator Users;
(v) Search for articles, academic postings, blogs, and general educational materials about providing personal care and about healthcare; and
(vi) Post information to general forums that consist of other users of the Application outside of the User Circle and communicate with those users in a public forum.
(e) To access and use the Application (or any other services offered), whether as a Care Receiver User or Care Facilitator User, you must register for a unique, individual user account (an “ Account”).
(f) To create your Account and generally use the Application, you may be asked to provide us with at least the following information (along with any fields or data marked as mandatory as part of the Account creation process):
(i) Your first and last name;
(ii) Your mobile telephone number;
(iii) Your email address;
(iv) If any paid features of the Application are enabled and desired by you, a Credit or Debit card or other payment method that Kinto will utilize to collect payment from you for in Application services that you request.
(g) All payments for any in Application fees that are made by you through the Application are collected by Kinto via the payment method that you provided through your Account. By selecting or enabling a paid service and/or by confirming your desire to make the payment in the Application, you expressly authorize Kinto to immediately withdraw funds from your account and/or charge your payment card (as applicable) in the amount selected by you. If the paid service or feature that you request is on-going and subject to recurring payments, you expressly authorize Kinto to withdraw funds from your account and/or charge your payment card on a recurring basis until you affirmatively stop, cancel, or remove the paid service or feature in accordance with this Agreement (or until such paid service or feature is terminated by us).
(h) All amounts paid by you to or through the Application are final.
(i) You are responsible for keeping your Account, password, and ALL Care Receiver information secure. You agree to notify us immediately of any unauthorized access to or use of your Account, user name, Care Receiver information, or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account so as not to provide third parties with Account credentials.
(j) All of the data, text, information, graphics, images, charts, records, Documents, schedules, photographs, profiles, audio and video files, links and other content and materials (collectively, “ Data”) that is uploaded, submitted, stored, and/or transmitted through the use of the Application by an End User shall be owned by that End User.
(k) You acknowledge and agree that (i) the Application is intended, and is provided by us, as a neutral venue for sharing non-critical, non-emergency information between End Users; (ii) the services provided by the Application are dependent upon factors outside our control, including but not limited to, the operation of third party provided hardware and network services; (iii) the information that is available to you via the Application is provided by you or other End Users; (iv) the services provided by the Application are not a substitute for any of End User’s systems of transmitting and safeguarding highly-sensitive information (such as, for example, protected health information); (v) there may be occasional communication failures or delays in the delivery or receipt of properly sent information and communications; and (vi) the Services are not expected to perform at the same level of performance or security as one might expect from medical devices or medical information systems used in the delivery of medical care environments.
(l) We have the right to disable any Account at any time if, in our sole opinion, you have violated any provision of this Agreement or if your continued use of the Application may cause harm to Kinto or to any other third party.
(m) We reserve the right to change, suspend, disable, or delete any features or functionality of the Application at any time and without notice.
4. SMS Text Message Updates .
(a) By using the Application, you give your consent and authorize us to send SMS text messages to the mobile number you have provided using an automatic telephone dialing system.
(b) As part of our Services, we may send you SMS text messages to notify you of: information sent to your Account by us and other End Users.
(c) You understand that your mobile phone service provider may charge you fees for text messages that we send you, and you agree that we shall have no liability for the cost of any such text messages.
(d) You are not required to authorize SMS text messages to utilize the Application, and you may withdraw your consent at any time. To withdraw your consent, simply change your notification settings in the Application or reply “STOP” to any text message you receive from us. You may also contact us by telephone or send your request to: email@example.com
5. Reservation of Rights; Content .
(a) You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest or any other rights in the Application under this Agreement, other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Except as expressly granted in this Agreement, Kinto reserves and shall retain all rights, title, and interest in the Application and Kinto Content, including all copyrights and copyrightable subject matter, trademarks and trademarkable subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, both now in existence or that may be created, relating to the thereto. The Application may provide you with access to information, data, functionality and content (collectively, “Kinto Content”) available and/or accessible through or via the Application. Your access to and use of such Kinto Content is governed by this Agreement.
(b) The Application may make available to you one or more public forums in which you may interact with other End Users. You may have the ability to post information, images, data, and/or other multi-media content (collectively, “End User Public Content”) to such public forums. You hereby grant to Kinto a sole, irrevocable, perpetual, worldwide, fully paid up, royalty free license to utilize any End User Public Content uploaded or posted by you to, or through the use of, the Application.
(c) The Digital Millennium Copyright Act of 1998 (“ DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Our Copyright Policy is applicable to the Application and is expressly incorporated into this Agreement. Our Copyright Policy is available here: www.kinto.care/copyright-policy .
6. End User Provided Materials. You acknowledge and agree that Kinto is not responsible for the accuracy, completeness, correctness, timeliness, validity, copyright compliance, legality, decency, formatting, quality, availability, or any other aspect of materials, information of Data uploaded to the Application by you or any End User (collectively, the “ End User Provided Materials”). KINTO DOES NOT ASSUME AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY TO YOU, CARE RECEIVER, ANY END USER, OR ANY OTHER PERSON OR ENTITY FOR ANY END USER PROVIDED MATERIALS.
7. Compliance .
(a) The Application is designed to allow End Users to manually input End User Provided Materials into the Application for their own use and benefit. The Application is made specifically to provide Care Facilitators with general information about the logistics of day-to-day care of a Care Receiver, for convenience of the End Users. The Application is not intended to be an electronic medical records system or a system that stores or transmits Protected Health Information as defined under the Health Insurance Portability and Accountability Act (HIPAA). Furthermore, due to the nature of the Application and services provided by it, the Application is not a Covered Entity or a Business Associate of a Covered Entity as defined by HIPAA, and is not bound by HIPAA or its privacy rules.
(b) You acknowledge and agree not to upload any End User Provided Materials to the Application that are, or may be considered to be Protected Health Information as defined by HIPAA. If you elect to upload or store any Protected Health Information (whether your own or of any Care Receiver or third party), you acknowledge and agree that (i) you have the required authorizations to possess, view, access, and upload such End User Provided Materials (and, if applicable, to share them with the User Circle and any Care Receiver User); and (ii) you are uploading and storing such Protected Health Information at your own risk.
(b) Kinto will comply with applicable data privacy laws, data breach laws and industry standards in the United States of America. Kinto and any subcontractors to whom Data is provided shall maintain a comprehensive data security program, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Data in the possession of Kinto or its subcontractors, and which shall be (i) no less rigorous than those maintained by Kinto for its own information of a similar nature, and (ii) no less rigorous than typical security standards in the industry.
9. Geographic Restrictions . The Application and Kinto Content are based in the State of Massachusetts in the United States and are provided primarily for access and use by persons located in the United States. While you may have the ability to access the Application from outside the United States, Kinto is NOT responsible for compliance with local laws, customs, or directives outside of the United States. You acknowledge that you may not be able to access the Application or all or some of the Kinto Content outside of the United States and that access outside the United States may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you are responsible for compliance with local laws.
10. Updates . Kinto may from time to time in its sole discretion develop and provide Application updates. These updates may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Kinto has sole discretion to issue updates. You agree that Kinto has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Computing Device settings, when your Computing Device is connected to the internet either:
(a) the Application will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You agree to promptly download and install all Updates and acknowledge and agree that the Application or portions of the Application may not properly operate should you fail to do so. You further understand and agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
11. Third Party Materials . The Application may display, include or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third Party Materials”). You acknowledge and agree that Kinto is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. KINTO DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY THIRD PARTY MATERIALS. Third Party Materials and links are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
(a) The term of Agreement commences when you download the Application and will continue in effect until terminated by you or by Kinto as set forth in this Section 12.
(b) You may terminate this Agreement by deleting the Application and all copies from your Computing Device.
(c) Kinto may terminate this Agreement at any time, without notice, and for any reason. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will be terminated; and
(ii) you must cease all use of the Application and delete all copies of the Application from your Computing Device and account.
(e) Termination will not limit any of Kinto’s rights or remedies at law or in equity.
(a) Kinto represents and warrants that it has the proper rights and authority to grant the license to you to utilize the Application.
(b) You represent, warrant, and covenant that:
(i) you shall at all times comply with applicable laws, regulations, and government directives in your use of the Application and in your communication with other End Users and any other third parties via or through the use of the Application;
(ii) you have obtained all required permissions and authorizations that may be necessary from all appropriate parties (including, without limitation, each Care Receiver and, if applicable, each Care Facilitator) in order to use the Application, Kinto Content, and End User Provided Materials;
(iii) you have obtained and have available, at all times, a valid copy of any written authorization of a Care Receiver, if necessary, in order for you to possess, view, access, input, upload, download, discuss, and/or share with any other party (including any Care Facilitator User) that Care Receiver’s information via or through the use of the Application;
(iv) all End User Provided Materials that you input or upload to the Application are either owned by you, or have been lawfully obtained by you, and that you have all of the necessary authorizations from the appropriate parties to possess, view, access, and upload such End User Provided Materials (and, if applicable, to share them with the User Circle and any Care Receiver User); and
(v) your use of the Application does not and will not conflict with, or infringe upon, the rights any Care Receiver, Care Facilitator, or any third party.
14. Disclaimer of Warranties .
(a) THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KINTO, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
(b) KINTO DOES NOT PROVIDE, OR FACILITATE THE PROVISION OF, ANY PERSONAL CARE OR HEALTH CARE SERVICES. ACCORDINGLY, KINTO MAKES NO REPRESENTATIONS AND DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH ANY TYPE OF CARE SERVICES PROVIDED TO, OR RECEIVED BY, ANY CARE RECEIVER.
(c) KINTO ADDITIONALLY MAKES NO REPRESENTATIONS AND DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH ANY CARE SERVICES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, APPROPRIATENESS, RELIABILITY, TIMELINESS, USABILITY, AVAILABILITY, OR ANY OTHER QUALITY OF SUCH ANY SUCH SERVICES) THAT YOU MAY INTERACT WITH THROUGH THE USE OF THE APPLICATION.
(d) KINTO MAKES NO REPRESENTATIONS AND DISCLAIMS ANY AND ALL WARRANTIES AS TO THE SKILL SET, COMPETENCY, AVAILABILITY, OR ANY OTHER QUALITY OF ANY PARTY (INCLUDING ANY END USER) WHO MAY UTILIZE THE APPLICATION IN CONNECTION WITH PROVIDING SERVICES TO YOU OR TO ANY CARE RECEIVER.
(e) KINTO MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OF ANY KIND AS TO THE ACCURACY, COMPLETENESS, APPROPRIATENESS, RELIABILITY, TIMELINESS, USABILITY, AVAILABILITY, OR ANY OTHER QUALITY, OF ANY END USER PROVIDED MATERIALS IN UTILIZING THE APPLICATION.
15. Limitation of Liability . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KINTO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE APPLICATION, THE KINTO CONTENT, OR ANY ASSOCIATED SERVICES FOR:
(a) PERSONAL INJURY, WRONGFUL DEATH, PERSONAL OR PROFESSIONAL NEGLIGENCE, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF GOODWILL, BREACH OF PRIVACY, UNAUTHORIZED ACCESS OF YOUR DATA BY THIRD PARTIES, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTING DEVICE FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES;
(b) UNDER NO CIRCUMSTANCES WILL KINTO, OR ANY OF OUR AFFILIATES BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) USE OF THE APPLICATION OR ANY SERVICES OFFERED THEREON, (2) RELIANCE ON KINTO CONTENT OR END USER PROVIDED MATERIALS BY YOU OR ANYONE USING YOUR PASSWORD, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) IN NO EVENT SHALL KINTO’S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE LESSER OF (1) THE AMOUNT ACTUALLY PAID BY YOU FOR THE USE OF THE APPLICATION WITHIN THE IMMEDIATE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (2) $1,000.00. THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES HEREUNDER.
(d) THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Additional Disclaimers and Limitations of Liability . IN NO EVENT SHALL KINTO BE LIABLE TO YOU OR TO ANY CARE RECEIVER FOR ANY DAMAGES WHATSOEVER THAT ARISE OUT OF, OR THAT ARE IN CONNECTION WITH CARE RECEIVER’S USE OF (OR INTERACTION WITH), ANY CARE SERVICES PROVIDER OF ANY KIND, OR OTHER CARE SERVICES, INCLUDING, BUT NOT LIMITED TO:
(a) PERSONAL INJURY OR DEATH, WHETHER INVOLVING YOU, A CARE RECEIVER, OR A THIRD PARTY;
(b) ANY ACT OR OMISSIONS OF A PERSON OR PERSONS WHO PROVIDE CARE SERVICES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSONS.
(c) BREACH OF A CARE RECEIVER’S PRIVACY OR CONFIDENTIAL INFORMATION BY ANY END USER OR THIRD PARTY;
(d) INABILITY TO ACCESS OR USE (OR ANY DELAYS IN THE USE OF) THE APPLICATION, ANY FEATURES OF THE APPLICATION, KINTO CONTENT, OR END USER PROVIDED MATERIALS, TO UTILIZE OR OBTAIN HEALTH CARE SERVICES FOR ANY REASON, EVEN IF IT IS DUE TO A MALFUNCTION OF THE APPLICATION;
17. Indemnification . You agree to indemnify, defend and hold harmless Kinto and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Application; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with any Care Receiver, Care Facilitator, Caregiver, or any third party. Furthermore, you agree that the Kinto assumes no responsibility for the information or content you submit or make available through this Application or the content that is made available to you by third parties.
18. Severability . If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
19. Dispute Resolution .
(a) You acknowledge and agree that any controversy or claim arising out of, or in any way related to, this Agreement, will be settled exclusively by binding arbitration. Such arbitration proceeding shall be conducted in Middlesex County, Massachusetts before a single arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration award will be valid and binding upon the parties, and judgment may be entered and enforced as a final judgment in any court with competent jurisdiction.
(b) Claims by the Kinto for injunctive relief or other equitable relief may be filed in the state or federal courts of Middlesex County, Massachusetts (or any other jurisdiction selected by the Kinto for such action) for an order effective until the conclusion of arbitration and enforcement of the arbitration award. Such claims may be filed without a good faith attempt to resolve the issues underlying such claims.
20. Governing Law . This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
21. You agree that any action, or proceeding that you bring against Kinto arising out of or related to this Agreement or the Application that must be brought in a court of law for any reason shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts, in each case located in Middlesex County, Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Nothing in this Section 21 shall modify or supplant the dispute resolution methods, including binding arbitration, set forth in Section 19, which is intended to be the preferred and exclusive dispute resolution method among and between the Parties. Furthermore, you acknowledge and agree that Kinto may bring any action or proceeding to enforce this Agreement, and equitable remedies available to it, in any court or venue with jurisdiction.
22. Limitation of Time to File Claims . ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
24. Waiver . No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
25. No Employment or Agency Relationship . No provision of this Agreement, or any part of relationship between you and Kinto, is intended to create nor shall they be deemed or construed to create any relationship between you and Kinto other than that of and end user of the Application and services provided.
26. Equitable Relief . You acknowledge and agree that your breach of this Agreement would cause Kinto irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Kinto may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.
27. Headings . The headings in these Agreement are for reference only shall not limit the scope of, or otherwise affect, the interpretation this Agreement.
28. Comments, Concerns and Notifications . The Application is operated by RSV Opco 5, Inc. All feedback, comments, requests for technical support and other communications relating to the Application should be directed to: firstname.lastname@example.org.