Effective: April 02, 2021
PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THESE TERMS OF SERVICE INCLUDE AN AGREEMENT TO ARBITRATE THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND. SEE SECTION 7 BELOW FOR THE TERMS OF THIS ARBITRATION AGREEMENT.
TABLE OF CONTENTS
Section 1: LICENSES AND LIMITATIONS
Section 2: PROVIDER INFORMATION
Section 3: OWNERSHIP
Section 5: PROVIDER REPRESENTATIONS AND WARRANTIES
Section 6: WARRANTY & MEDICAL DISCLAIMERS/ LIMITATIONS/ WAIVERS/ INDEMNIFICATION
Section 7: AGREEMENT TO ARBITRATE
Section 8: MISCELLANEOUS
1. LICENSE AND LIMITATIONS
1.1. Limited License. Subject to your agreement and continuing compliance with these Terms and any other relevant Twenty policies, Twenty grants you a non–exclusive, non–transferable, revocable limited license to access and use the Standby Service. You agree not to use the Standby Service or any personal information provided through the Standby Service about individuals searching for a vaccine (“Vaccine Recipients”) for any purpose other than the scheduling and provision of Covid-19 vaccines. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Standby Service, including but not limited to payment of all third party fees associated therewith, including fees for information sent to or through the Standby Service.
1.2. License Limitations. Any use of the Standby Service in violation of these license limitations or these Terms is strictly prohibited and can result in the immediate revocation of your limited license granted in these Terms, and may subject you to liability for violations of law and these Terms. Any attempt by you to disrupt or interfere with the Standby Service is a violation of these Terms and may be a violation of law. You agree that you will not, under any circumstances, and will not permit any Provider employees, agents, partners and independent contractors who are authorized to access the Standby Service pursuant to Provider’s rights under this Agreement (“Authorized Users”) to:
1.2.1. Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Standby Service or any application environment; or (2) the use of the Standby Service by any other person;
1.2.2. Institute, assist, or become involved in any type of attack, including but not limited to distribution of a virus, denial of service attacks upon the Standby Service, or other attempts to disrupt the Standby Service or any other person's use or enjoyment of the Standby Service;
1.2.3. Engage in any act that Twenty deems to be in conflict with the spirit or intent of the Standby Service, including, but not limited to, circumventing or manipulating these Terms;
1.2.4. Improperly use Twenty's support services;
1.2.5. Use the Standby Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
1.2.6. Create an account using a false identity or information, or on behalf of someone other than yourself; or
1.2.7. Use the Standby Service if you have previously been removed by Twenty or previously been banned from any Twenty application.
2. PROVIDER INFORMATION
2.1. Provider Information. “Provider Information” means any information that is uploaded or transmitted through the Standby Service, including but not limited to vaccine availability information. Provider is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Provider Information. Provider will obtain all third party licenses, consents and permissions needed for Twenty to use the Provider Information to provide the Standby Service.
2.3. User Interactions and Text Messaging Services. You acknowledge and agree that, by signing up for the Standby Service using your mobile phone number, you expressly consent to receive the Standby Service-related text (SMS) messages from Twenty and its representatives and that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt-in to receive messages at that number. You acknowledge and agree that such messages may be sent using an automatic telephone dialing system or other technology. If you no longer wish to receive such messages can opt out of receiving further SMS messages from or through Twenty at any time by responding to such message with the single-word command, “STOP.” If you have a Healthy Together account, you can also opt out of such messages by changing the settings within the application. You agree and warrant that you will follow these instructions to opt out of receiving SMS messages from or through Twenty, and that you understand that deleting or installing the application, or blocking the phone number that delivers SMS messages, may not be not sufficient to opt you out from receiving SMS messages. You agree to notify Twenty in the event that your telephone number, or the telephone number of one of your contacts, has changed, and to update such information within the Standby Service.
2.4. SUSPENSION AND TERMINATION OF ACCOUNT AND SERVICE. WITHOUT LIMITING ANY OF OUR OTHER REMEDIES, WITH OR WITHOUT NOTICE TO YOU, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE STANDBY SERVICE OR PORTIONS THEREOF IF YOU ARE, OR TWENTY SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE STANDBY SERVICE, CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR OTHERWISE ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. YOU SHALL NOT HAVE ANY RIGHT TO COMPENSATION OR REMEDY FOR ANY SUCH LOSSES OR RESULTS.
We reserve the right to cease offering or supporting the Standby Service or a particular application or part of the Standby Service at any time either permanently or temporarily, at which point your license to use the Standby Service or a part thereof will be automatically terminated or suspended. In such event, Twenty shall not provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Standby Service. Termination of your account can include disabling your access to the Standby Service or any part thereof including any information you submitted or others submitted.
3.1. Our Application. The Standby Service (including but not limited to any titles, computer code, themes, objects, audio–visual effects, methods of operation, moral rights, documentation, and the Twenty application clients and server software) is a copyrighted work owned by Twenty Inc. Twenty reserves all rights, including, but not limited to, all intellectual property rights or other proprietary rights in connection with the Standby Service.
3.3. Usage Data. Provider grants Twenty a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, fully paid license use the Provider Information in an aggregated or anonymized form (“Usage Data”) to: (i) improve the Standby Service; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Standby Service, provided, however, that no statistics will be disclosed to third parties in a manner that would identify Provider without Provider’s consent.
5. PROVIDER WARRANTY
5.1. Provider Warranty. Provider represents and warrants that (1) it has all necessary permissions and consents necessary to provide the Provider Information, (2) it will provide complete and accurate information regarding the availability of vaccines, (2) that it will honor Vaccine Recipient reservations for vaccinations initiated through the Standby Service, (4) it is duly licensed to provide Covid-19 vaccines under applicable local, state, federal law, (5) that it will administer Covid-19 vaccines in accordance with the eligibility criteria set forth by local, state and federal officials and use best medical practices concerning safety and advisability of administering the vaccine in doing so and (6) that it will comply with all applicable laws in the participation in the Standby Service and in the administration of Covid-19 vaccines.
5.2. Authority. You represent and warrant that you have the right, authority, and capacity to enter into these Terms and to bind any company or other legal entity you represent to these Terms.
6. WARRANTY & MEDICAL DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION
6.1. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE STANDBY SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON–INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED UNDER APPLICABLE LAW). WITHOUT LIMITING THE FOREGOING, NEITHER TWENTY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD– PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “TWENTY PARTIES”) WARRANT THAT THE STANDBY SERVICE WILL BE UNINTERRUPTED OR ERROR–FREE.
6.2. MEDICAL DISCLAIMER.
WE DO NOT PROVIDE ANY MEDICAL ADVICE OR ASSURANCES REGARDING HEALTH OR SAFETY. THE STANDBY SERVICE DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE CONTENTS OF THE STANDBY SERVICE OR OTHERWISE CONTAINED IN THE STANDBY SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR YOUR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR PUBLIC HEALTH INFORMATION.
RELIANCE ON ANY INFORMATION PROVIDED BY THE STANDBY SERVICE OR IN CONNECTION WITH ITS SERVICES IS SOLELY AT YOUR OWN RISK. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER, OR APPROPRIATE GOVERNMENT ENTITY, WITH ANY QUESTIONS YOU MAY HAVE REGARDING COVID-19. TWENTY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC VACCINES, VACCINE PROVIDERS OR ADMINISTRATORS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED IN THE STANDBY SERVICE.
6.3. COVID-19 ACKNOWLEDGEMENTS
BY USING THE STANDBY SERVICE, YOU ACKNOWLEDGE AND AGREE THAT: YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER VACCINE RECIPIENTS ARE ELIGIBLE TO GET THE COVID-19 VACCINE. YOU SHOULD REVIEW FEDERAL, STATE AND LOCAL REGULATIONS TO DETERMINE WHETHER VACCINE RECIPIENTS ARE ELIGIBLE. THE STANDBY SERVICE IS NOT INTENDED TO SCREEN VACCINE RECIPIENTS FOR THEIR ELIGIBILITY OR PROVIDE INFORMATION REGARDING SAFETY OR ADVISABILITY OF ADMINISTERING VACCINES TO SPECIFIC VACCINE RECIPIENTS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER IT IS SAFE TO ADMINISTER THE VACCINE, WHETHER VACCINE RECIPIENTS HAVE PREEXISTING COMORBIDITIES OF COVID-19 AND WHETHER VACCINE RECIPIENTS COULD HAVE ALLERGIC REACTIONS TO MEDICATION OR BIOLOGICAL PRODUCT SUCH AS THE COVID-19 VACCINE. THE CENTERS FOR DISEASE CONTROL AND PREVENTION RECOMMENDS ANYONE WITH AN ALLERGY TO “ANY COMPONENT” OF THE COVID-19 VACCINE TO NOT GET THE COVID-19 VACCINE.
TWENTY DOES NOT SCHEDULE OR ADMINISTER ANY COVID-19 VACCINES. YOU ACKNOWLEDGE THAT AND AGREE THAT TWENTY NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TWENTY LIABLE, FOR THE CONDUCT OF OTHER THIRD PARTIES, INCLUDING VACCINE RECIPIENTS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
6.4. LIMITATIONS; WAIVERS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED IN THESE TERMS APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE STANDBY SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE TWENTY PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE STANDBY SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE TWENTY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE TWENTY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING VACCINE PROVIDERS, AND THAT THE RISK OF THE STANDBY SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE TWENTY PARTIES BE LIABLE TO YOU FOR MORE THAN TEN DOLLARS. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH TWENTY IS TO STOP USING THE STANDBY SERVICE AND TO CANCEL YOUR ACCOUNT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF TWENTY.
6.5. Indemnification. You shall indemnify, save, and hold harmless Twenty, its affiliated companies, contractors, employees, agents and its third–party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Standby Service, vaccinations of Vaccine Recipients, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you in these Terms. Twenty reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Twenty, and you agree to cooperate with Twenty's defense of these claims. Twenty will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your account or of the Standby Service.
7. AGREEMENT TO ARBITRATE
7.1. Arbitration. Please read the following arbitration agreement in this Section 7 (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Twenty, its parent companies, subsidiaries, affiliates, successors and assigns, and all of its and their respective officers, directors, employees, agents and representatives (collectively, the “Twenty Parties”) and limits the manner in which you can seek relief from the Twenty Parties.
7.2. Applicability of Arbitration Agreement. You agree that any dispute, claim or controversy arising out of, relating to, or in any way connected to your access to or use of the Standby Service, any communication you receive through or relating to the Standby Service, or these Terms (including this Arbitration Agreement), will be resolved exclusively by binding arbitration on an individual basis, rather than in court, except that: (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or the Twenty Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents). This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Twenty Parties on your behalf.
IF YOU AGREE TO ARBITRATION WITH THE TWENTY PARTIES, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN, OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN, ANY LAWSUIT OR PROCEEDING FILED AGAINST ANY TWENTY PARTIES ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE TWENTY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.
7.3. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to:
Twenty Labs, LLC
c/o 280 Park Avenue
New York, NY 10017
The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ and other legal fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Twenty will pay them for you. In addition, Twenty will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, the Twenty Parties will not seek attorneys’ and other legal fees and costs in arbitration unless the arbitrator determines the claims are frivolous. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
7.4. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Twenty Parties. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Twenty Parties.
7.5. Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 7.2, YOU AND THE TWENTY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Twenty Parties are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 7.2 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
7.6. Waiver of Class or Consolidated Actions. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND EACH OF THE TWENTY PARTIES AGREE THAT EACH MAY BRING CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREMEENT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in a court of competent jurisdiction. All other claims will be arbitrated.
7.7. Thirty-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to Twenty Labs, LLC, c/o 280 Park Avenue, 41st Floor, New York, NY 10017, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, and the phone number you used to set up your account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7.8. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
7.9. Survival of Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Twenty.
7.10. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Twenty makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Twenty at the following address: Twenty Labs, LLC, c/o 280 Park Avenue, 41st Floor, New York, NY 10017.
8.2. Supplemental Policies. Twenty may publish additional policies related to specific services it offers. Your right to use such services is subject to those specific policies and these Terms of Service.
8.7. Amendment. Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by either party shall be deemed a modification of these Terms of Service nor be legally binding, unless documented in physical writing. For purposes of this provision, “writing” does not include an email message and a signature does not include an electronic signature.
8.9. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms of Service to Twenty are of a unique and irreplaceable nature, the loss of which will irreparably harm Twenty and that cannot be replaced by monetary damages alone. Accordingly, Twenty is entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Standby Service or any Twenty application, exploitation of any advertising, or other materials issued in connection therewith, or exploitation of the Standby Service or any content or other material used or displayed through the Standby Service and agree to limit your claims to claims for monetary damages, limited by Section 5 (if any).
8.10. Force Majeure. Twenty shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Twenty, including but not limited to any failure to perform hereunder due to unforeseen circumstances or cause beyond Twenty's control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
8.11. Governing Law. These Terms shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods will not apply.
8.12. Independent Contractors. Customer’s relationship to Crisp is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Crisp.
8.13. Exclusive Jurisdiction. To the extent that these Terms allow you or us to initiate litigation in a court, both you and us agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Standby Service will be litigated exclusively in the state or federal courts located in New York, New York. Both you and us consent to the personal jurisdiction of such courts.