Consuli Member Agreement
& Terms of Use
Member Agreement
Consuli (“Consuli”) values your privacy and the privacy of our other customers and visitors to www.consuli.net website and the associated mobile applications (“Apps”), features and services (collectively, with any successor websites, the “Services”).
This Privacy Policy describes what information Consuli gathers from you via the Services (the “Information”), how we use that Information, and what we do to protect it. Your Information may include what we refer to as “Medical Information,” which is defined in more detail below but involves certain health-related information necessary for performing the Services (as defined below), “Personal Information,” which is a limited set of identifying information that allows for communication between Users and Consuli, and “Technical Information,” which includes certain information that is automatically collected from Users. Please note that we do not intend to gather personal data from individuals residing outside of the United States of America. By using the Services, you expressly consent to the Information handling practices described in this notice.
This Privacy Policy is incorporated into and is subject to the Consuli Terms of Use. Your use of the Services and any Information you provide on the Services are subject to the terms of this Privacy Policy and Consuli’s Terms of Use.
1. Your Choices
You may, of course, decline to share your Information with Consuli, in which case Consuli will not be able to provide to you some of the features and functionality found on the Services. To use the Services while limiting your risk of disclosure of Information that may be identified as yours you can use the Apps, and disclose an email address that cannot be linked to you.
2. Our Commitment to Data Security
Consuli uses certain physical, managerial, and technical safeguards consistent with those used to protect electronic health records and that are designed to improve the integrity and security of your personally identifiable information. However, Consuli also cannot guarantee that such information may not be accessed, disclosed, altered, or destroyed by unauthorized breach of any of our physical, technical, or managerial safeguards.
Consuli works with authorized service providers to provide website hosting and maintenance as well as other services for us. To the extent it is necessary for these service providers to complete their contractual obligations to Consuli; these third parties may have access to or process your Information. Consuli generally limits their use of your Information to the purpose for which it was shared. Such service providers shall be bound by obligations of confidentiality at least as protective of you and your information as those contained herein. Consuli uses all of the Information that we collect to understand and analyze the usage trends and preferences of visitors to the Services, to improve the way the Services works and looks, and to create new features and functionality.
If Consuli learns of a security systems breach, then we will attempt to notify you electronically so that you can take appropriate protective steps. Consuli will post a notice on the Services if a security breach occurs. Depending on where you live, you may have a legal right to receive notice of a security breach in writing. To receive a free written notice of a security breach you should notify us at compliance@consuli.net.
3. Medical Information
You may provide Your Data when using the Services. Your Data may include but is not limited to, gender, birth year, health risk questionnaire data, lab and genetic test results, metabolic assessments, and health-related information collected through devices. Consuli may use Your Data as described in Terms of Use, and to perform research to improve the functioning of the Services. Consuli will not disclose Your Data without your permission to third parties that are not our vendors and service providers, except as described in this Privacy Policy.
4. Personal Information
Consuli attempts to limit the Personal Information you provide and uses the Information you provide or that we collect to operate, maintain, enhance, and provide all of the Services. We will use your email address, without further consent, for administrative purposes, for customer service purposes, and to address intellectual property infringement, rights of privacy, or defamation issues.
5. User ID and Password
YOU ARE RESPONSIBLE FOR MAINTAINING THE SECRECY OF YOUR UNIQUE PASSWORD AND ACCOUNT INFORMATION AT ALL TIMES.
6. Information Consuli Collects
“Cookies”: When you visit the Services, we may send one or more cookies – small text files containing a string of alphanumeric characters – to your device. Consuli may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to the Services. Persistent cookies can be removed. Please review your web browser “Help” file to learn the proper way to modify your cookie settings.
Consuli may use “cookies” : (a) so that you will not have to re-enter it during your visit or the next time you visit the Services; (b) to provide customized third-party advertisements, content, and information; (c) to monitor and analyze the effectiveness of the Services and third party marketing activities; (d) to monitor aggregate site usage metrics such as total number of visitors and pages viewed; and (e) to track your entries, submissions, and status.
7. Disclosure of Information
We disclose your personally identifiable information in a variety of circumstances in connection with providing the Service and the operation of our business. For example:
Consuli may disclose your information if required to do so by law or in the good-faith belief that such action is necessary to comply with state and federal laws (such as U.S. Copyright law), in response to a court order, judicial or other government subpoena or warrant, or to otherwise cooperate with law enforcement activity.
Consuli also reserves the right to disclose your information that we believe, in good faith, is appropriate or necessary to take precautions against liability; to protect Consuli and others from fraudulent, abusive, or unlawful uses or activity; to investigate and defend ourselves against any third party claims or allegations; to assist government enforcement agencies; to protect the security or integrity of the Service; or to protect the rights, property, or personal safety of Consuli, our users, or others.
8. Third Party Services
The Service may contain features or links to Web sites and services provided by third parties. Any personally identifiable information you provide on third party sites or services is provided directly to that third party and is subject to that third party’s policies, if any, governing privacy and security, even if accessed through the Service. Consuli is not responsible for the content or privacy and security practices and policies of third party sites or services to which links or access are provided through the Service. Consuli encourages you to learn about third parties’ privacy and security policies before providing them with personally identifiable information.
9. Commitment to Children’s Privacy
Protecting the privacy of young children is especially important to Consuli. For that reason, Consuli does not knowingly collect or maintain personally identifiable Information on Services from persons under 13 years-of-age, and no part of Services is directed to persons under 13. IF YOU ARE UNDER 13 YEARS OF AGE, THEN PLEASE DO NOT USE OR ACCESS THE SERVICES AT ANY TIME OR IN ANY MANNER. If Consuli learns that personally-identifiable Information of persons less than 13-years-of-age has been collected on Consuli without verifiable parental consent, then Consuli will take the appropriate steps to delete this Information.
10. Privacy Settings
Although Consuli may allow you to adjust your privacy settings to limit access to your information, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you may choose to share your information. Therefore, if you choose to post information using social media, we cannot and do not guarantee that information you post on the Service will not be viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures contained on the Website. You understand and acknowledge that, even after removal, copies of information that you have posted may remain viewable in cached and archived pages or if other users have copied or stored such information.
11. Storage of Information
Personally identifiable Information collected on the Services may be stored and processed in the United States or any other country in which Consuli or its affiliates, subsidiaries or agents maintain facilities, and by using the Services you consent to any such transfer of Information outside of your country.
12. International Visitors
The Service is hosted in the United States and is intended solely for visitors located within the United States. If you choose to use the Service from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personally identifiable information outside of those regions to the United States for storage and processing, and by providing your personally identifiable information on the Service you consent to that transfer, storage, and processing.
13. In the Event of Merger or Sale
In the event that Consuli is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the Information that we have collected as part of such merger, acquisition, sale, or other change of control.
14. Changes and Updates to this Privacy Policy
This Privacy Policy may be revised periodically without further notice to you and this will be reflected by a “last modified” date below, if applicable. Please revisit this page to stay aware of any changes. In general, we only use Your Data in the manner described in the Privacy Policy in effect when we received that personal Information. Your continued use of the Services constitutes your agreement to this Privacy Policy and any future revisions.
For revisions to this Privacy Policy that may be materially less restrictive on our use or disclosure of personal Information you have provided to us, we will make reasonable efforts to notify you and obtain your consent before implementing such revisions with respect to such Information.
15. Effective Date, Date Last Modified
This Privacy Policy is effective as of August 20, 2020.
16. Consuli Contact Information
Please contact Consuli with any questions or comments about this Privacy Policy, your personal Information, our third-party disclosure practices, or your consent choices at: compliance@consuli.net.
Terms of Use
These Terms of Use are a contract between you (“You”) and Consuli (“Consuli”). Consuli operates https://www.consuli.net/ and associated mobile applications (“Apps”), features and services (collectively, with any successor websites, the “Services”).
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE APP AND/OR SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CONSULI’S PRIVACY POLICY (TOGETHER, THESE “TERMS OF USE”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS OF USE, THEN YOU DO NOT HAVE CONSULI’S PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND CONSULI’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY CONSULI AND BY YOU TO BE BOUND BY THESE TERMS.
The Services are directed towards users who are eighteen (18) years or older and reside in the United States of America. If You are younger than eighteen (18) years or residing outside the United States there may be special rules or limitations regarding Your use of the Services. Consuli does not intend to gather personally identifiable information from individuals younger than eighteen (18) years or residing outside of the United States.
1. Description of Services
a. Consuli will request copies of Your Data from entities or persons that store or have access to Your Data (“Data Holder”). Consuli’s offers fee-bearing licenses to Your Data via its marketplace to third parties (each a “Licensee”) for various purposes, including but not limited to, research, clinical trials, product development, studies and related services. Consuli will make payments to You based on the payments received from Licensees for access to or the right to use Your Data. “Data” means personally identifiable information and health information about You, past, present or future, including, but not limited to Your name, address (including street address, city county, and zip code), all elements of dates related to You (including birthdate, admission date, discharge date, date of death), telephone numbers, email address, social security number, medical record number, health plan beneficiary number, account number, certificate or license number, vehicle identifiers and serial numbers, including license plate numbers, device identifiers and serial numbers, web URL, internet protocol address, finger or voice print, genetic data, medical record files, diagnoses, procedures, medication uses and other similar information, and in each case whether provided by You or a Data Holder.
b. Consuli will be solely responsible for the relationship with Licensees, including the contracting and payment collection efforts associated with any such license.
2. Privacy; Additional Terms
a. You confirm that You have read and accept Consuli’s Privacy Policy at www.consuli.net. The Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms of Use.
b. Your use of the Services is subject to any additional term (the “Additional Terms”), such as end user license agreements for Consuli’s downloadable applications, subject to Section 12 below. All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms.
3. Authorization to Request Data.
a. You hereby authorize Consuli to act as Your personal representative and attorney-in-fact for the limited purpose of requesting copies of Your Data from Data Holders, and instructing the Data Holder to provide Your Data directly to Consuli. You expressly consent to Consuli requesting a copy of Your Designated Record Set (as defined in the Health Insurance Portability and Accountability Act and its implementing regulations, as amended “HIPAA”) on Your behalf, as permitted by 45 C.F.R. 164.523, from the Data Holder that is a Covered Entity (as defined in HIPAA), and instructing the Data Holder to provide Your Data directly to Consuli.
b. If any Data Holder refuses to provide copies of Your Data to Consuli, You agree to reasonably cooperate with Consuli, at Consuli’s request and expense, to instruct the Data Holder to issue a copy of Your Data to Consuli.
4. Consuli’s Use of Your Data
a. Consuli agrees that, as between the parties, You are the sole owner of Your Data. You hereby grant Consuli a non-exclusive, world-wide, license, with the right to grant and authorize sublicense, to use Your Data and all intellectual property therein or thereto for purposes of providing the Services.
b. Consuli maintains physical, managerial, and technical safeguards that are designed to improve the integrity and security of Your Data.
5. Ownership of Content. The Services are owned and operated by or on behalf of Consuli. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Services are the property of Consuli. All trademarks, logos and service marks are owned exclusively by Consuli. Consuli reserves all rights not expressly granted in this Terms of Use.
6. License. Consuli hereby grants You a nontransferable, nonexclusive license to use the Services and the Materials contained on the Services solely for Your own personal, non-commercial use, and information. You may download and/or print a single copy of any of the Materials contained herein for Your personal use; however, You shall not otherwise reproduce, display, publish, distribute, sell, license, or modify the Materials or incorporate the Materials into other documents, websites, or publications.
7. Termination.
a. Consuli reserves the right to limit, suspend or terminate Your account and/or Your access and use of the Services at any time without notice and remove and discard or deidentify all or any part of Your account and user profile. You agree that Consuli will not be liable to You or any third party for any such limitation, suspension or termination. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Use, (iii) any policy or practice of Consuli in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate Your account. You may terminate Your use of the Services at any time by deleting Your account and discontinuing use of any and all parts of the Services.
b. Upon termination of these Terms of Use, Consuli will remove and discard or deidentify all of Your Data. The following Sections shall survive any termination or expiration of these Terms of Use: 4,5,6,12,13,15,15,17,18
8. Payment.
a. In order to use the Service, You may pay Consuli a fee. Consuli reserves the right to determine fee amounts and may change the fees for any feature of the Services if Consuli gives You advance notice of changes before they apply.
b. As consideration for Your use of the Services, Consuli will pay You for rights to Your Data less a transaction fee.
In order to facilitate payment between You and Consuli, including payment collection services, payments and payouts, in connection with and through the Services, Consuli will provide payment services to You ("Payment Services").
You may not use the Payment Services except as authorized by applicable law. Consuli may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
You may be required to provide bank account, or credit or debit card details used to make or receive payments ("Payment Method"). When You provide a Payment Method, You must provide accurate, current, and complete information when adding a Payment Method, and it is Your obligation to keep Your Payment Method up-to-date at all times.
You authorize Consuli to store Your Payment Method information and charge Your Payment Method all sums for the fees including all applicable taxes.
You acknowledge and agree that Consuli may temporarily restrict the availability of the Payment Services to carry out maintenance that ensures the proper functioning of the Payment Services. Consuli may modify the Payment Services from time to time.
9. Prohibited Conduct
As a condition to Your use of the Services, You agree not to:
rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials;
impersonate any person or entity, falsely claim an affiliation with any person or entity, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
delete the copyright or other proprietary rights on the Services;
use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
use the Services if You are under the age of 18 years old;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or
intentionally interfere with or damage operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
10. User Accounts
When You use the Services or any products or information from Consuli, You may be asked to provide a password. You are responsible for maintaining the confidentiality of Your account and password. You agree that the information You provide to Consuli on registration and at all other times will be true, accurate, current, and complete. If You have reason to believe that Your account is no longer secure then You agree to immediately notify Consuli.
11. Third-Party Sites, Products and Services; Links
The Services may include links or references to other external websites or services solely as a convenience to users (“Reference Sites”). Links may lead to resources located on servers maintained by third parties over whom Consuli has no control. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK, AND CONSULI MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE REFERENCE SITES. You acknowledge and agree that Consuli shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, materials, products, or services contained on or accessible through Reference Sites.
12. Disclaimer of Warranties; Limitation of Liabilities
a. Consuli disclaims any and all warranties expressed, statutory or implied with respect to the Services and the Materials, including but not limited to any implied warranties of merchantability, non-infringement or third party rights and fitness for a particular purpose. Consuli does not represent or warrant that any Licensee will pay Consuli for Your Data. To the fullest extent allowed by applicable law, Consuli hereby disclaims, and in no event shall Consuli or any party involved in creating or producing the Services, be liable for any indirect or consequential damages resulting from loss related to the use of the Services or any materials.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CONSULI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, REPUTATION OR INTANGIBLE LOSS, ARISING UNDER THESE TERMS OF USE, THE SERVICES OR OUT OF YOUR USE OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF CONSULI OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to You.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONSULI FOR ANY DAMAGES UNDER THESE TERMS, THE SERVICES OR OUT OF YOUR USE OR INABILITY TO USE, THE SERVICES EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID TO CONSULI FOR RIGHTS TO YOUR DATA IN CONNECTION WITH THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A 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 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnity.
To the fullest extent permitted by law, You agree to defend, indemnify and hold harmless Consuli and its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) Your use or inability to use, the App, Site and/or Payment Services; and (ii) Your violation of these Terms of Use.
14. Special Considerations for International Use.
While Consuli has designed the Services for users in the United States. You agree to comply with all local rules regarding online conduct, and You agree to comply with all applicable laws regarding the transmission of data exported from or imported to the United States.
15. Modification.
Consuli reserves the right, at its discretion, to change these Terms of Use at any time. In the event that a change to the Terms of Use materially modifies Your rights or obligations, You will be required to accept such modified terms in order to continue to use the Service. Material modifications are effective upon Your acceptance of such the modified Terms of Use. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms of Use in effect that the time the dispute arose.
16. Dispute Resolution and Arbitration.
a. Generally. In the interest of resolving disputes between You and Consuli in the most expedient and cost effective manner, and except as described in Section 16(b) and 16(c), You and Consuli agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND CONSULI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
b. Exceptions. Despite the provisions of Section 16.1, nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
c. Opt-Out. If You do not wish to resolve disputes by binding arbitration, You may opt out of the provisions of this Section 16 within 30 days after the date that You agree to these Terms of Use by sending a letter to: Consuli, Inc., Attention: Legal Department – Arbitration Opt-Out, 550 W B St., Ste 400, San Diego, CA 92101 that specifies: Your full legal name, the email address associated with Your account on the App and/or Site, and a statement that You wish to opt out of arbitration (“Opt-Out Notice”). Once Consuli receives Your Opt-Out Notice, this Section 16 will be void and any action arising out of these Terms of Use will be resolved as set forth in Section 17. The remaining provisions of these Terms of Use will not be affected by Your Opt-Out Notice.
d. Arbitrator. Any arbitration between You and Consuli will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Consuli. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
e. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Consuli’s address for Notice is: Consuli, Inc., 550 W B St., Ste 400, San Diego, CA 92101. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, You or Consuli may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by You or Consuli must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards You an amount higher than the last written settlement amount offered by Consuli in settlement of the dispute prior to the award, Consuli will pay to You the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
f. Fees. If You commence arbitration in accordance with these Terms of Use, Consuli will reimburse You for Your payment of the filing fee, unless Your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Diego, California, USA, but if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Your billing address. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse Consuli for all monies previously disbursed by it that are otherwise Your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
g. No Class Actions. YOU AND CONSULI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Consuli agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
h. Modifications to this Arbitration Provision. If Consuli makes any future change to this arbitration provision, other than a change to Consuli’s address for Notice of Arbitration, You may reject the change by sending Consuli written notice within 30 days of the change to Consuli’s address for Notice of Arbitration, in which case Your account with Consuli will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected will survive.
i. Enforceability. If Section 16(g) or the entirety of this Section 16 is found to be unenforceable, or if Consuli receives an Opt-Out Notice from You, then the entirety of this Section 16 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these Terms of Use.
17. General
These Terms of Use and the relationship between You and Consuli shall be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflict of laws. The exclusive jurisdiction in every matter and/or issue regarding the terms of use that is not subject to arbitration pursuant to Section 16 will be exclusively granted to the court with jurisdiction over San Diego, California. This Terms of Use, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between You and Consuli regarding Your use of and access to the Services, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms of Use or Your rights hereunder, in whole or in part, by operation of law or otherwise, without Consuli’s prior written consent. Consuli may assign the Terms of Use at any time without notice. The failure to require performance of any provision shall not affect Consuli’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms of Use is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms of Use is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BROUGHT AGAINST CONSULI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS AND EMPLOYEES, ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE TERMS OF USE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
18. SMS Disclosure
By submitting this form and signing up for texts, you consent to receive marketing text messages (e.g. New clinical trial opportunities) from Consuli at the number provided, including messages sent by autodialer. Msg & data rates may apply. Msg frequency varies. Unsubscribe at any time by replying STOP or clicking the unsubscribe link (where available). Terms of use and member agreement https://www.consuli.net/terms.
19. Disclosure
The services hereunder are offered by Consuli, Inc., 550 West B St., Ste 400, San Diego, CA 92101 or compliance@consuli.net. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.
Last Updated: June 5, 2023