Terms of Use

1. INTRODUCTION

These Terms of Use govern your use of this website. By using this website, you accept these Terms of Use in full and without reservation. If you disagree with these Terms of Use or any part of these Terms of Use, you must not use this website.

The terms “we,” “us,” or “our” refer to HighBeam Health Services, Inc. and its corporate affiliates. The terms “you” or “your” refer to you, users of our Services, and any entity or organization you or such users represent. The term “Services” means, collectively, the website at www.windwardway.com, related websites, applications, information, services, email notifications, media, and portions of media through which You have accessed these Terms of Use. These Terms of Use contain an agreement to arbitrate all claims and disclaimers of warranties and liability.

2. YOUR COMPLIANCE WITH TERMS OF USE

By using our Services and visiting our website, you voluntarily accept and consent to the Terms of Use, and your consent and acceptance is supported by sufficient and valuable consideration. You acknowledge that this consideration includes, but is not limited to, access to our Services and your ability to interact with our Services. You expressly represent that you have the capacity to agree to be bound to the Terms of Use and, if you are acting on behalf of a business entity or other organization, you agree that you have the authority to so bind that entity or organization.

3. PROHIBITED ACTIVITIES

You may view, download for caching purposes only, and print pages, files or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these Terms of Use. You are responsible for anything you transmit to or through our website or to us through email, text message, voice call, social media, or any similar services. You represent that your transmissions to us are and will be truthful, accurate, not misleading, and offered in good faith, and that you have authority to transmit such information. You agree that it is solely your responsibility to avoid certain activities that we deem to be prohibited, at our discretion. These prohibited activities include without limitation:

Criminal activity or tortious activity, including (i) fraud or misrepresentation, (ii) harassment (such as verbal harassment), (iii) infringement or misappropriation of a third party’s copyright, trademark, patent, trade secret, or other intellectual property, (iv) slander, libel, defamation, or use of content that is obscene, pornographic, vulgar or offensive, (v) use of content that promotes discrimination, bigotry, racism, hatred, harassment, violence, or harm against any individual or group, and (vi) content that promotes illegal or harmful activities or substances;
Advertising to, or solicitation of, any user to buy or sell any products or services, including any marketing activities;
Attempting to impersonate, or impersonating, another user or entity;
Using a false email address, phone number, postal address, or contact information. You are also prohibited from using an email address, phone number, address or contact information of another entity or person without authorization;
Attempting to access or search the Services or engaging in any automated use of the System, such as using scripts, Trojan horses, spiders, crawlers, data mining tools, or the like to collect data, send comments or messages, post on forums, and/or request information;
Attempting to probe, scan, or test the vulnerability of our computer system or network, or breach any security or authentication measures, including by use of worms, viruses, or malicious computer software;
Interfering with, disrupting, or creating an undue burden on our Services or the underlying networks;
Accessing or tampering with non-public areas of the Services, our computer systems, or the technical delivery systems of our providers or affiliates;
Avoiding, bypassing, removing, deactivating, impairing, descrambling otherwise circumventing any technological measure implemented by us or any of our providers or any other authorized third party to protect the Services;
Using mega tags or other hidden text or metadata utilizing our trademark, logo, URL, or product name without our express written consent;
Using systematic or automatic data collection activities (including data mining, data extraction, data harvesting, framing, or article “spinning”) or scraping information from our Services for any purpose whatsoever,;
Using the Services for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Use;
Using the Services to send altered, deceptive, or false source-identifying information;
Attempting to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
Interfering with, or attempting to interfere with, the access of any user, host or network, including without limitation, sending a virus, overloading, flooding, or spamming the Services;
Collecting or storing any personally identifiable information from the Services from other us or from other users of the Services without our or their express permission;
Using our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of our website
Using our Services in a manner inconsistent with any and all applicable laws and regulations; and
Encouraging or enabling any other individual to do any of the foregoing.

Where content is specifically made available for redistribution, it may only be redistributed within your organization for internal use.

4. USER CONTENT

In these Terms of Use, your “user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also waive the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

5. NO WARRANTIES

This website is provided “as is” without any representations or warranties, express or implied. We make no representations or warranties in relation to this website or the information, materials, or Services offered on this website.

Without prejudice to the generality of the foregoing paragraph, we do not warrant that:

This website will be constantly available, or available at all; or
The information on this website is complete, true, accurate or non-misleading; or
This website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

6. INTELLECTUAL PROPERTY RIGHTS

Our names, graphics, and logos used in connection with our Services, service marks, icons, page headers, page layouts, scripts, and unique terminology are our trademarks and trade dress (collectively, “Proprietary Marks”) in the United States. You may not use our Proprietary Marks without our express and written permission. We make no proprietary claim to any third party names, trademarks, or service marks appearing on our Services as the rights related to these names, trademarks, or service marks belong to their respective owners. Any information, advice, data, software, or other content, which may be contained in or downloaded from our Services (collectively, “Content”), including, but not limited to, all text, graphics, charts, images, videos, line art, icons, and renditions, are copyrighted by, or otherwise licensed to, us or our Content suppliers. We also own copyrights to a collective work in the selection, coordination, arrangement, organization, navigation, presentation, display, and selective alteration of the Content (“Collective Work”). All software used in providing or supporting our Services (“Software”) is our property or the property of our software vendors and is protected by United States and international copyright laws. Any access you may have, including but not limited to, viewing, reading, printing, downloading or otherwise using the Content, Collective Work, or Software does not waive any of our rights and does not entitle you or any third party to any ownership or intellectual property rights.

You are solely liable for any damages arising from your infringement of our or any third party intellectual property rights with respect to the Proprietary Marks, Content, Collective Work, Software, or third party names, trademarks or service marks. You are solely responsible for any harm incurred to us or our affiliates as a direct or indirect result of you copying, distributing, redistributing, publishing, or using the same for purposes that are expressly or impliedly in violation of these Terms of Use.

7. ARBITRATION

(a) Arbitration Agreement

Any controversy or claim arising out of or relating to the Terms of Use shall be finally resolved by binding arbitration following the parties’ best efforts to settle such dispute, claim, question or disagreement. If a binding arbitration occurs, it shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and its procedures for consumer disputes, except for any rules or procedures permitting class actions or otherwise contradictory to the Terms of Use. An arbitrator shall wield exclusive authority to resolve all disputes, including whether this or any other provision contained in the Terms of Use is void or voidable. The arbitrator’s award shall be binding and entered as a judgment in any court of competent jurisdiction and in accordance with the Governing Law and Jurisdiction clause of the Terms of Use.

The parties understand that, absent this Arbitration Agreement provision, they may otherwise have the right to sue in a court of law, and may have the right to a trial by jury. While arbitration is intended to be more cost-effective, in some instances the cost of arbitration may exceed the cost of civil litigation in a court. Moreover, the rules and procedures of arbitration may limit discovery.

(b) Waiver of Class Remedies

The parties agree that any arbitration shall be conducted only in their individual entity capacities, and the parties expressly forego the right or option to file or join a class action or other representative action. Should any court or arbitrator determine that the class action waiver set forth in this section is void or otherwise unenforceable, or that an arbitration can proceed on a class basis, then the arbitration provision shall be deemed null and void in its entirety, and the parties shall be deemed to have not agreed to arbitrate any dispute.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, relief may also be sought in a small claims court for disputes or claims within that court’s jurisdiction—subject to the Governing Law and Jurisdiction clause of the Terms of Use.

(d) Thirty Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration agreement and class action provisions of this section by sending written notice of your decision to opt out to the following email address: info@highbeamhealth.com. Such notice must be sent within thirty (30) days of registering to use our Services, or else you shall be bound to arbitrate disputes in accordance with these Terms of Use. Any such opt out shall be mutual. We reserve the right to terminate your use of our Services should you opt out.

8. DISCLAIMERS AND LIMITATIONS OF LIABILITY

We make no warranty of any kind whatsoever with respect to the website or the Services. We hereby disclaim any and all implied warranties of merchantability, title, noninfringement, and fitness for a particular purpose. We do not warranty that any content available is free from infection from any computer programming or other glitches which may contaminate, damage, interfere with, destroy, intercept, or expropriate any system, data, or personal information.

The website www.windwardway.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of or use of, or otherwise in connection with, this website:

to the extent that the website is provided free-of-charge, for any direct loss;
for any indirect, special or consequential loss; or
for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if we have been expressly advised of the potential loss.

9. EXCEPTIONS

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit our liability in respect of any death or personal injury caused by the gross negligence of our agents, employees or owners; or any matter which it would be illegal or unlawful for us to exclude or limit, or to attempt or purport to exclude or limit, our liability.

16. ASSIGNMENT

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Use.

15. GOVERNING LAW

You agree that the Terms of Use (and incorporated Privacy Statement) are governed and interpreted by the laws of the State of Virginia without regard to principles of conflicts of law. By using our Services, you agree to personal and exclusive jurisdiction of the state and federal courts of Virginia in order to resolve any dispute arising from your use of the Services, including but not limited to the enforcement of any arbitration award. You further agree to waive any objection to such jurisdiction or venue.

14. BREACHES OF THESE TERMS OF USE

Without prejudice to our other rights under these Terms of Use, if you breach these Terms of Use in any way, we may take such action as we deem appropriate to deal with such breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

13. INDEMNITY

You hereby indemnify us, our officers, directors, employees, and agents (“Indemnified Parties”) against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by the Indemnified Parties to a third party in settlement of a claim or dispute on the advice of an Indemnified Party’s legal adviser) arising out of any claim that you have breached any provision of these Terms of Use.

12. UNENFORCEABLE PROVISIONS

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

11. OTHER PARTIES

You agree that you will not bring any claim personally against us or our officers, directors, or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect us and our officers, directors, employees, agents, subsidiaries, successors, assigns and sub-contractors.

10. REASONABLENESS

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. If you do not think they are reasonable, you must not use this website.

17. ENTIRE AGREEMENT

These Terms of Use, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

18. CHANGES

At our discretion, we may amend the Terms of Use from time to time. We will post any such material changes to our Website along with a notice indicating that the Terms of Use have changed at least thirty (30) days prior to the effective date of these changes, when practicable.

19. SEVERABILITY

If a provision of these Terms of Use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

If you require any more information or have any questions about our Terms of Use, please feel free to contact us at info@highbeamhealth.com.

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