Terms of Service

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These terms of service (“Terms”) govern your use of the St. Charles Health System’s (collectively, “St. Charles Health System, Inc.”, or “we”, “us”, or “our”) websites, digital offerings, platforms, tools, and all other interactive features and communications we provide, (collectively, the “Services”). By accessing or using the Services or otherwise providing assent to these Terms, you agree, to these Terms. If you do not accept these Terms then you may not use the Services.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS, INCLUDING AN ARBITRATION AGREEMENT IN SECTION 19 (DISPUTE RESOLUTION). UNLESS YOU OPT OUT, THE ARBITRATION AGREEMENT REQUIRES MOST DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, ELIMINATES YOUR ABILITY TO PURSUE DISPUTES AS PART OF A CLASS OR GROUP, AND WAIVES YOUR RIGHT TO A TRIAL IN COURT AND BY A JURY.

St. Charles Health may change these Terms on a going-forward basis at any time and in our sole discretion. If St. Charles Health makes changes to these Terms, we will notify you of the changes. We will also update the "Last Updated" date at the top of these Terms when we make changes.

Your continued use of the Services will confirm your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and delete your account. We encourage you to review the Terms from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Service.

This Services are not intended for use by persons under the age of 18 without the consent and involvement of a parent or guardian. If you are under the age of 18, you may use the Service only with the consent and involvement of a parent or guardian. You certify that you are 18 years old or, if you are between the ages of 13 and 18, that you are using the Service with the supervision of your parent or legal guardian who agrees to be bound by these Terms. Review these terms with your parent or guardian so that you both understand all of your rights and obligations. The Service is intended for, and should only be used, by individuals residing within the United States.

1. Access License. You may access and use the Services in accordance with these Terms. The Services may only be used for the intended purpose for which we make it available. We and our licensor(s) reserve all rights to the Service not expressly granted, whether by implication, estoppel, or otherwise. You grant us a worldwide, perpetual, non-exclusive, sub-licensable, right and license to access, use, disclose, copy, distribute, reproduce, modify, adapt, publish, translate, transform, display, and commercialize the data submitted by you into the Services in order to provide and improve the Services. You further acknowledge that we may aggregate or de-identify such data and then use, share, and commercialize the aggregated or de-identified output in our discretion. Please see our Privacy Policy for more information on how we access and use your data. Any rights that are not expressly granted to you in these Terms are expressly reserved by us.

2. Restrictions. Unless otherwise stated in these Terms, you are prohibited from misusing, copying, selling, or exploiting the Service without our explicit permission. Specifically, you must not:

attempt to use or gain unauthorized access to our or our third-party’s network or equipment;
attempt to test, probe, scan or test the vulnerability of the Services or of any associated system, account, or network;
upload any content, or engage in any activity, that is pornographic, obscene, harassing, erous or defamatory or that encourages, promotes or expresses racism, hatred, or violence;
interfere or attempt to interfere with Services or software used by any other user, host or network;
engage in any activity that infringes the intellectual property rights or privacy rights of any individual;
engage in fraudulent, offensive, or illegal activity of any nature;
intentionally distribute worms, Trojan horses, viruses, corrupted files, or any similar items;
use the Services or Content for commercial purposes;
modify, reverse engineer, decompile, disassemble, distribute, or otherwise attempt to discover the source code, object code, or underlying structures, ideas, know-how, documentation, data or algorithms relevant to the Services;
sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the Services;
use the Services to operate in or as a timesharing, outsourcing or service bureau environment or in any manner which supports the business or operations or otherwise for the benefit of a third-party;
remove any proprietary notices or labels;
create derivatives of the Service or Content;
download or distribute account information for third parties;
access the Service via automated means for any purpose without written permission;
overload our infrastructure or disrupt the Services;
circumvent access controls or Service protects or other filters and safety features;
use the Services or the Content for machine learning or to train artificial systems or software;
submit bulk applications or transmit bulk messages, or repeatedly access the Service in a manner that could be considered spamming, from the same IP address or a range of IP addresses.

Any unauthorized use automatically terminates the permissions and licenses granted to you by us.

3. Ownership. Excluding Submissions, St. Charles Health and our licensor(s) and vendor(s) own all of the content featured or displayed on the Service, including text, images, photographs, illustrations, trade names, logos, icons, videos, software, and sound ("Content"). All elements of the Service, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. You may not modify any Content and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. You will not remove any copyright, trademark, or other proprietary notice from any material found on the Service. You are responsible for ensuring your use is permissible before reusing any Content. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Service. The Service, Content, and all related rights remain the exclusive property of St. Charles Health or its licensors, vendors, agents, and/or Content providers unless otherwise expressly agreed, and are protected by U.S. and international copyright laws.

4. Trademarks/No Endorsement. All trademarks, service marks and trade names of St. Charles Health used in the Service or the Content (including but not limited to: St. Charles Health System, Inc. name, St. Charles Health corporate logo, the Service name, the Service design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of St. Charles Health or its affiliates, partners, vendors, or licensors in the United States or other countries. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Marks in any way without our prior written consent.

5. Account Registration and Security. You may need to create an account to access parts of the Service. You will provide and maintain true, accurate, current, and complete information about yourself or the entity you represent ("Registration Data"). Any suspected false or outdated Registration Data may lead to account suspension or termination. You are responsible for maintaining the confidentiality of your account details, including your password, and for all activity under your account. Do not share your login credentials and immediately notify us if you become aware of any unauthorized use of your account or any other breach of security. You must take all necessary steps to secure your account. We may disclose your account or usage information when legally required or to protect our rights or business. You will protect your identifiable information to prevent unauthorized account access.

6. Submissions.

Solicited Submission Policy. If we specifically invite or request submissions or comments in connection with the Service, you may submit content to us (“Submissions”). Submissions may be subject to certain territory or other restrictions, which we will include in our request for Submissions. You will only submit Submissions that you have a right to submit and that are not confidential. You may not post or submit a photograph of another person without that person’s permission. You expressly grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display your Submissions and your name, voice, and/or likeness as contained in your Submissions, in whole or in part, and in any form throughout the world in any media or technology for the purposes of operating and providing the Service to you and our other users of the Service. Submissions are non-confidential and we are under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Submission.
Inappropriate Submissions. You may only submit Submissions that comply with St. Charles Health’s acceptable use policy. You may not submit any Submissions that result from or reflect or portray any activity that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; or (c) may constitute a crime or tort. You have not and will not engage in any of the foregoing activities in connection with producing your Submissions. Without limiting the foregoing, in conjunction with your Submissions, you will not: inflict emotional distress on or humiliate others, assault or threaten others, infringe or misappropriate another person’s intellectual property, impersonate any other person or misrepresent your affiliation, title, or authority, send or post unsolicited advertisements or “spam” on or through the Service, or otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. We may, but are not obligated to, to monitor Submissions, and we may remove, refuse to post, edit, truncate, or excerpt any Submission in our sole discretion. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or any applicable rules or policies linked to in these Terms, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from using the Service and/or the immediate removal of the related materials from the Service at any time without notice. We take no responsibility and assume no liability for any Submissions you or any third party may post.

7. Others’ Submissions. Submissions do not represent our views or those of any individual associated with us, and we do not control Submissions. You will not represent or suggest, directly or indirectly, our endorsement of Submissions. We do not vouch for the accuracy or credibility of any Submission, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any Submission. Through your use of the Service, you may be exposed to Submissions that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals. By using the Service, you assume all associated risks.

8. Feedback. If you give to St. Charles Health any idea, proposal, suggestion, or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback, and

product improvements ("Feedback"), you give to St. Charles Health, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. St. Charles Health will treat any Feedback you provide to St. Charles Health as non-confidential and non-proprietary. You agree that you will not submit to St. Charles Health any information or ideas that you consider to be confidential or proprietary.

9. Health Related Information/Not Medical Advice. The information contained in the App is provided for informational purposes only. You should not use the information available on or through the Service (including, but not limited to, information that may be provided on the Service by healthcare or nutrition professionals employed by or contracting with St. Charles Health) for diagnosing or treating a health problem or disease, or for prescribing any medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product packaging prior to use. Consult your healthcare professional if you have a health condition, or are pregnant or nursing, prior to consuming St. Charles Health’s products. INFORMATION PROVIDED IN THE SERVICE ABOUT TESTS, CONDITIONS, DIAGNOSES, TREATMENTS, OR ANY OTHER INFORMATION IS NOT MEDICAL ADVICE. THE SERVICE DOES NOT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES OR PRESCRIBE MEDICATION. USE OF THE SERVICE OR ANY CONTENT AVAILABLE THROUGH THE SERVICE IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF HEALTH CARE PROFESSIONALS IN DIAGNOSING AND TREATING PATIENTS. YOU ACKNOWLEDGE YOUR SOLE RESPONSIBILITY FOR OBTAINING MEDICAL ADVICE FROM A LICENSED HEALTH CARE PROFESSIONAL. FOR HEALTH CARE PROFESSIONALS, YOU ACKNOWLEDGE YOUR SOLE RESPONSIBILITY FOR MEDICAL DECISIONS AND ACTIONS WITH RESPECT TO THE MEDICAL CARE, TREATMENT, AND WELL- BEING OF YOUR PATIENTS, INCLUDING, WITHOUT LIMITATION, ALL YOUR ACTS OR OMISSIONS IN TREATING THE APPLICABLE PATIENT. ANY USE OR RELIANCE BY YOU UPON THE SERVICE DOES NOT DIMINISH THAT RESPONSIBILITY. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE.

10. Third Party Links. The Services may contain hyperlinks to other websites, webpages, texts, graphics, videos, images, music, sounds, and information belonging to or originating from third parties (collectively, “Third-Party Links”). All such links are provided solely as a convenience to you. If you use these links, you will leave the Service. Neither we nor any of our affiliates are responsible for any content, materials, or other information located on or accessible from any other website. Neither we nor any of our affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you access any other websites linked to or from the Service, you do so entirely at your own risk.

11. Transactional Partners. We may promote the services of third parties (“Partners”) within the Service. In cases where you use Partner services, you are transacting directly with the Partner. When using these Partner services, you are bound by the Partner’s terms of service in addition to remaining bound by these Terms. If there is a conflict between these Terms and a Partner’s terms of service, the Partner’s terms of service will prevail with respect to the Partner’s services. We do not license any intellectual property to you as part of any Partner’s services and are not responsible or liable to you or others for information or services provided by any Partner.

12. Notification. If you gave us your email address or phone number in connection with your account, then we may send notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number. We may also send you notifications by other means (for example by in-product messages). Data or messaging rates may apply if you receive notifications via SMS.

13. Suspension and Termination. You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason, with or without prior notice. You may not access the Services if you breach these Terms or we believe that your actions may cause financial loss or legal liability for you, our users, or us. If your account is terminated, we may delete data or your Submissions or otherwise disassociate it from you and your account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you).

14. DISCLAIMERS. YOUR USE OF THE SERVICE IS AT YOUR RISK. THE CONTENT, INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER ST. CHARLES HEALTH NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER ST. CHARLES HEALTH, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ST. CHARLES HEALTH OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

15. LIMITATIONS OF LIABILITY. ST. CHARLES HEALTH DOES NOT ASSUME ANY RESPONSIBILITY, NOR WILL ST. CHARLES HEALTH BE LIABLE, FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS SERVICE, OR YOUR DOWNLOADING OF ANY CONTENT FROM THIS SERVICE. IN NO EVENT WILL ST. CHARLES HEALTH, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) , WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, MATERIALS, INFORMATION, OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT SHALL ST. CHARLES HEALTH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE SERVICES PURCHASED OR TO WHICH YOU SUBSCRIBE THROUGH THE SERVICE.

THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS OR THE SERVICE.

16. Indemnity. You will defend, indemnify, and hold St. Charles Health and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (a) the use of the Service or your Submission(s) or other content, message, or information you provide or transmit on or through this Service; (b) your violation of any of these Terms;

(c) your violation of any third party right, including without limitation any right of privacy, publicity rights, or intellectual property rights; (d) your violation of any applicable law, rule, or regulation; or (e) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.

17. Release. In the event that you have a dispute with one or more users of the Service, you release St. Charles Health (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

18. Force Majeure. Neither St. Charles Health nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our or your reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

19. Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND ST. CHARLES HEALTH HAVE AGAINST EACH OTHER ARE

RESOLVED. This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and St. Charles Health agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.

We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that we may have. Therefore, pursuant to these Terms, if you have any past, present, or future dispute or disagreement with us regarding (i) your use of or interaction with the Service, (ii) any purchases or other transactions or relationships with St. Charles Health or (iii) any data or information you may provide to St. Charles Health or that St. Charles Health may gather in connection with such use, interaction, or transaction (collectively, “St. Charles Health Transactions or Relationships”), you will not have the right to pursue a claim in court or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Service, or engaging in any other St. Charles Health Transactions or Relationships with us, you agree to binding arbitration as provided below.

We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using the Service, you agree that any complaint, dispute, or disagreement you may have against St. Charles Health, and any claim that St. Charles Health may have against you, arising out of, relating to, or connected in any way with these Terms, our Privacy Policy, or any St. Charles Health Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). If JAMS (or, if applicable, AAA) at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in

dispute, St. Charles Health agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this Section, provided, however, that in no event may such Minimum Standards contravene or restrict the application of subpart

(e) or (h) below.

You further agree that:

(a) Arbitrator Will Interpret These Terms. The Arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms and the arbitration provisions in this Section, including but not limited to any claim that all or any part of these Terms is void or voidable;

(b) Location of Arbitration. The Arbitration will be held either: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and St. Charles Health; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission;

(c) Governing Law. The Arbitrator (i) will apply internal laws of the State of Oregon consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent that federal law prevails, will apply the law of the U.S., irrespective of any conflict of law principles; (ii) will entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with the Oregon rules of civil procedure or federal rules of procedure, as applicable; (iii) will honor claims of privilege recognized at law; and (iv) will have authority to award any form of legal or equitable relief;

(d) No Class Relief. The Arbitration can resolve only your and St. Charles Health’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;

(e) Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;

(f) Arbitration Costs. In the event that you are able to demonstrate that the costs of Arbitration will be prohibitive as compared to the costs of litigation, St. Charles Health will pay as much of your filing and hearing fees in connection with the Arbitration as the Arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith;

(g) Reasonable Attorney’s Fees. If, through the process set forth in this Section, you recover an Award greater than St. Charles Health’s last written settlement offer, we will reimburse your reasonable and actual out-of-pocket attorneys’ fees associated with the Arbitration, and we will bear our own attorneys’ fees;

(h) Interpretation and Enforcement of Arbitration Clause. With the exception of the subsection entitled No Class Relief above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, “No Class Relief” is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor St. Charles Health shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction;

(i) Small Claims Matters are Excluded. No Class Relief or Joinder of Claims. Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against St. Charles Health in your local small claims court within the U.S., if your claim is within such court’s jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding;

(j) Right to Opt Out. You may opt out of this agreement to arbitrate. If you do so, neither you nor St. Charles Health can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision, and must include your name and residence address, the email address you use for your St. Charles Health account (if you have one), and a clear statement that you want to opt out of this arbitration agreement. Any requests to opt out must be sent to: [insert]; and

(k) Intellectual Property Disputes. Notwithstanding the foregoing, St. Charles Health or you may submit any dispute, cause of action, claim, or controversy relating to our or your intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and other patents) to any court of competent jurisdiction.

20. General. Any claim relating to, and the use of, this Service and the materials contained herein is governed by the laws of the State of Oregon. To the extent the provisions in the section titled Dispute Resolution do not apply, you consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms set forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to the Service, and operation of the Service may be interfered with by numerous factors outside of our control. Except as set forth in the section titled Dispute Resolution above, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced. You agree that these Terms and all incorporated agreements may be automatically assigned by St. Charles Health in our sole discretion. Headings are for reference purposes and have no interpretive value. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive these Terms will survive any termination or expiration of these Terms.

21. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE. In operating the Service, we may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed, or otherwise made available using the Service. St. Charles Health has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Service. St. Charles Health has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of St. Charles Health or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of these Terms. If you believe any material available via the Service infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). 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 material. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is copyrightagent@_______ .com.

Please provide the following notice:

Identify the copyrighted work or other intellectual property that you claim has been infringed;
Identify the material on the Service that you claim is infringing, with enough detail so that we may locate it on the Service;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
Your address, telephone number, and email address; and
Your physical or electronic signature.

We may give notice to our users of any infringement notice by means of a general notice on the Service, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

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