Headspace XR Terms & Conditions

1.1 PRODUCTS

1.2 GENERAL RULES FOR USE OR ACCESS

1.3 CHANGES TO TERMS

Headspace reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Products. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Products after modification, you agree to abide by the modified Terms.

2.1 BECOMING A MEMBER

2.2 CHILDREN

2.3 PURCHASES

2.4 PAYMENT TERMS

2.5 CHANGING FEES AND CHARGES

We reserve the right to change our fees, plans or adjust pricing for our Products or any components thereof in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes will take effect following notice to you.

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products. Such termination or suspension may be immediate and without notice.

By using the Products you agree not to:

 a. copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products in any way, or create derivative works of the Products;

 b. use the Products (or any part thereof) to create any tool or software product that can be used to create software applications of any nature whatsoever;

 c. upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products;

 d. interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products;

 e. access the Products in an unauthorized manner, including in violation of any local, state, national or international law

 f. circumvent any territorial restrictions applied to the Products;

 g. perform any fraudulent activity including impersonating any other person or entity while using the Products;

 h. conduct yourself in an offensive manner while using the Products (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);

 i. use the Products for any illegal, immoral or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes);

 j. use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Headspace;  k. rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part or use the Products except for your own personal use;

 l. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

 m. sell or otherwise transfer access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Materials; or

 n. attempt to do any of the acts described in this Section or as otherwise prohibited by these Terms or assist or permit any person in engaging in any of the acts described in this Section or otherwise as prohibited by the Terms.

We reserve the right to immediately terminate your access to or use of our Products if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.

By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.

Subject to the limitations set forth in these Terms, Headspace grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to stream, download and make personal non-commercial use of the Products. The Products, including the source code for the Products and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of Headspace and its licensors and suppliers.

5.1 COPYRIGHT

5.2 TRADEMARKS

Headspace®, the Headspace logo and all other Headspace product or service marks are trademarks of Headspace. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed or referred to on or in the Products is strictly prohibited. Headspace will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at help@headspace.com and we will review your concern and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time. ‍ Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing help@headspace.com.

We may change or discontinue, temporarily or permanently, any feature, component, or content of the Products at any time without notice to you. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by us, without prior notice to you. You agree that Headspace will not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Products.

7.1 The Products may let you submit material to us, for example, you may be able to post comments or images in certain functions or features of the Product. “User Material” refers to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so. ‍

7.2 We do not systematically review all User Material submitted by you or other users. However, we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Products for operational and other purposes. If at any time we choose to monitor such information, we assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. ‍

7.3 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this Section, and we may do this with or without giving you any prior notice. ‍

7.4 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Headspace or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Headspace. We may indirectly commercially benefit from use of your User Material. ‍

7.5 Each time you submit User Material to us, you represent and warrant to us as follows:

 a. You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.

 b. Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.

 c. Your User Material does not advertise any product or service or solicit any business.

 d. Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.

 e. You will not collect email addresses of users for the purpose of sending unsolicited email.

 f. You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.

 g. You will not engage in any automated use of the system, such as using scripts to alter our content.

 h. You will not access, tamper with, or use non-public areas of the Products, Headspace’s computer systems, or the technical delivery systems of Headspace’s providers.

 i. Except as necessary to maintain your own computer security by use of commercial-off-the-shelf antivirus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Headspace system or network or breach any security or authentication measures. ‍

7.6 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted. ‍

7.7 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Headspace an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained in the User Material, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Headspace may include your User Material in Headspace’s distribution content that is made available to others through the Products. Be aware that Headspace has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Headspace and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.

7.8 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Headspace an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained in the Submissions, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Headspace has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Headspace and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

8.1 At times, we may contract with a third party to support the Products we offer to you. In such instances, your use of the third party’s products or services will be subject to their applicable terms of service and privacy policy, which will be presented to you upon engagement with their product or service. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted entities, the third-party terms will apply. We reserve the right to change third-party providers in our sole discretion.

8.2 The Products may integrate, be integrated into, or be provided in connection with third-party products, services and content. As part of such integration we may transfer your information to the applicable third party service. These third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third party service’s use of your exported information.

8.3 We may provide links to other websites or services for you to access. Any access is at your sole discretion and for your information only. We do not review or endorse any of those third-party websites or services. We are not responsible in any way for: (a) the availability of; (b) the privacy practices of; (c) the content, advertising, products, goods or other materials or resources on or available from; or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.4 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written consent to do so from Headspace. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with Section 4. If you wish to make any use of material on or in the Products other than that set out above, please address your request to help@headspace.com.

By granting you the right to use the Products, the Headspace Entities (as defined in Section 14) do not assume any obligation or liability with respect to your health or your physical activity or condition. In no event will the Headspace Entities be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or any activity you undertake in connection therewith. As between you and the Headspace Entities, you are solely responsible for your use of the Products and your health and medical conditions and treatment related thereto. The Headspace Entities will have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT:

a. IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE IN IMMEDIATE DANGER, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM;

b. HEADSPACE IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; c. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS;

d. THE HEADSPACE ENTITIES ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS; AND

e. THE HEADSPACE ENTITIES ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR AS GENERATED BY THE PRODUCTS.

9.1 Meditation Assumption of Risk

While there is research that meditation can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues, Headspace makes no guarantees that the Products provide a physical or therapeutic benefit. There have been rare reports where people with certain psychiatric conditions like anxiety and depression have experienced worsening conditions in conjunction with intensive meditation practice. People with existing mental health conditions should speak with their health care providers before starting a meditation practice.

10.1 THE PRODUCTS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HEADSPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PRODUCTS, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HEADSPACE DOES NOT WARRANT THAT THE PRODUCTS OR ANY PORTION OF THE PRODUCTS, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PRODUCTS, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HEADSPACE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PRODUCTS OR HEADSPACE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PRODUCTS WILL CREATE ANY WARRANTY REGARDING ANY OF THE HEADSPACE ENTITIES OR THE PRODUCTS THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PRODUCTS AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

APPLICABLE LAW IN SOME JURISDICTIONS MAY IMPLY WARRANTIES, CONDITIONS, OR GUARANTEES OR IMPOSE OBLIGATIONS WHICH PROVIDE YOU WITH CERTAIN CONSUMER RIGHTS. THESE TERMS ARE IN NO WAY INTENDED TO RESTRICT THOSE RIGHTS AND HEADSPACE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT HEADSPACE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

10.2 Headspace’s meditation, mindfulness, sleep and movement content and behavioral health coaching should not be considered health care, a medical device, or considered medical advice. Only your physician or other health care provider can provide medical advice. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

10.3 To the extent that you participate in any movement content featured in the Products, you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Headspace has advised you of the necessity of doing so.

11.1 We are committed to complying with copyright and related laws, and we require all users of the Products to do the same. This means you may not store any material or content on, or disseminate any material or content over, the Products in any manner that infringes of third-party intellectual property rights, including rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

11.2 Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. ‍

11.3 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below. ‍

11.4 If you believe that your work has been copied and posted on the Products in a way that constitutes copyright infringement, please provide our designated agent with the following information:

 a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

 b. A description of the copyrighted work or other intellectual property that you claim has been infringed;

 c. A description of where the material that you claim is infringing is located on the Products;

 d. Your address, telephone number, and email address;

 e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

 f. A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

 g. Our designated agent for notice of claims of copyright infringement can be reached as follows:

  By Mail: Headspace Attn: Copyright Agent 500 Molino St., Suite 118 Los Angeles, CA 90013

  By Email: hcannom@wscylaw.com Subject line: DMCA

Email, text messaging, push notifications and other electronic communication (“Electronic Communications”), such as posting notices on the Products allow Headspace to exchange information with you efficiently in connection with the provisioning of our Products, product information, appointment reminders, and links to surveys.

Your use of the Products means that you agree and consent to the use of Electronic Communications as an acceptable form of communication for the purposes of receiving our Products and product information. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You acknowledge that Electronic Communications may not be a completely secure means of communication, and there may be the potential for such communications to be accessed in storage or during transmission. We will limit the amount and type of confidential information disclosed in un-encrypted Electronic Communications in compliance with our privacy policy.

Applicable laws require that some of the information or communications we send to you should be in writing. You agree to transact with us electronically, and that communication with us will be mainly electronic. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at help@headspace.com. Please be sure to state that you are requesting a copy of the particular communication.

If you wish to change your email address, phone number, or modify your preferences regarding the use of email and text communication, please contact us at help@headspace.com. You can also contact help@headspace.com to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.

We reserve the right, in our sole discretion, to discontinue the provision of your Electronic Communications, or to terminate or change the terms and conditions on which we provide Electronic Communications. We will provide you with notice of any such termination or change as required by law.

You may not export or re-export any Products except in full compliance with all Applicable Law, including in particular the Export Administration Regulations of the U.S. Department of Commerce.

You may not access to the Products or any features thereof from countries or territories where such access is illegal, banned or restricted, including in any sanctioned countries or territories.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE DISCLAIMERS IN SECTION 10 OR LIMITATIONS IN SECTION 14.3 MAY NOT APPLY TO YOU.

14.1 ASSIGNMENT BY US

14.2 INDEMNITY

14.3 LIMITATION OF LIABILITY

EXCEPT AS PROVIDED IN THE ARBITRATION CLAUSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HEADSPACE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PRODUCTS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO HEADSPACE FOR ACCESS TO AND USE OF THE PRODUCTS IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $10,000.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR AN ASSUMPTION OF RISK, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.4 NO WAIVER

14.5 FORCE MAJEURE

14.6 NOTICES

14.7 ENTIRE AGREEMENT

14.8 THIRD PARTY RIGHTS

14.9 DISPUTE RESOLUTION & BINDING ARBITRATION

14.10 EXCLUSIVE VENUE

14.11 CHOICE OF LAW

14.12 SEVERABILITY