Please read these Terms carefully. Access to, and use of EA Clinic Knee Wellness products (“Products”), EA Clinic Knee Wellness services (“Services”) including any of its content, is conditional on your agreement to these Terms. You must read, agree with, and accept all of the terms and conditions contained in these Terms. By creating an account, or by using or visiting our Website, you are bound to these Terms and you indicate your continued acceptance of these Terms.

1. Your EA Clinic Knee Wellness Account

If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to provide and maintain accurate, current, and complete information, including your contact information for notices and other communications from us and your payment information. You may not use false or misleading information in connection to your account, or trade on the name or reputation of others, and EA Clinic Knee Wellness may change or remove any information that it considers inappropriate or unlawful, or otherwise likely to expose EA Clinic Knee Wellness to claims of third parties. You agree that we may take steps to verify the accuracy of information you have provided to us. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password. You must immediately notify EA Clinic Knee Wellness of any unauthorized uses of your information, your account, or any other security breaches. EA Clinic Knee Wellness will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2. Responsibility of Users of the Website, Products, and/or Services

Your access to, and all of your use of the Website, Products, and/or Services must be lawful and must be in compliance with these Terms, and any other agreement between you and EA Clinic Knee Wellness. When accessing or using the Website, Products, and/or Services, you must behave in a civil and respectful manner at all times. We specifically prohibit any use of the Website, Products, and/or Services, and you agree not to use the Website, for any of the following:

• Engaging in conduct that would constitute a criminal offense, giving rise to civil liability, or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted internet protocol;
• Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
• Communicating, transmitting, or posting material that reveals trade secrets, unless you own them or have the permission of the owner;
• Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy, or publicity right of another;
• Attempting to interfere in any way with the Website, or our networks or network security, or attempting to use our Website to gain unauthorized access to any other computer system;
• Accessing data not intended for you, or logging on to a server or account which you are not authorized to access;
• Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt);
• Attempting to interfere or interfering with the operation of the Website, Products, and/or Services, or our provision of Services to any other users of the Website, our hosting provider or our network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website.

In addition, if you operate an account, contribute to an account, post material to the Website, post links on the Website, or otherwise make material available by means of the Website (any such material, “Content”), you are solely responsible for the content of, and any harm and damages resulting from that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• The downloading, copying, and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of any third party;
• If your employer has rights to intellectual property you create, you have either (i) received written permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a written waiver as to all rights in or to the Content;
• You have fully complied with any third party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• The Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unethical or unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• The Content is not obscene, libelous, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party.

If you delete Content, EA Clinic Knee Wellness will use reasonable efforts to remove it from the Website and our servers, but you acknowledge that caching or references to the Content may not be made unavailable to the public immediately. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. EA Clinic Knee Wellness shall take reasonable precautions to prevent the transmission of harmful content from its technology systems to your technology systems. EA Clinic Knee Wellness disclaims any liability for any harm or damages resulting from your access or use of the Website, Products, and/or Services, or access or use of non-EA Clinic Knee Wellness websites. EA Clinic Knee Wellness has the right (though not the obligation) to (i) refuse or remove any Content that, in EA Clinic Knee Wellness’s reasonable opinion, violates any EA Clinic Knee Wellness policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website, Products, and/or Services, to any person for any reason, in EA Clinic Knee Wellness’s sole discretion.

3. Fees and Payments

By purchasing Products and/or Services, you agree to pay EA Clinic Knee Wellness annual subscription fees indicated for such Product or Service. Payments will be due as of the first day you sign up for a Product and/or Services, and will cover an annual period, as indicated when signing up. Configurations and prices of the Website, Products, and/or Services are subject to change at any time, and EA Clinic Knee Wellness shall at all times be entitled to modify configurations, fees, prices, and quotations, provided that no price changes shall be made applicable to you during a subscription term, and shall only take effect after EA Clinic Knee Wellness and you have agreed upon an extension, upgrade or renewal of the subscription term. You agree to any such changes if you do not object in writing to EA Clinic Knee Wellness within seven (7) business days of receiving a notice of EA Clinic Knee Wellness, or an invoice, incorporating or announcing the fee and/or price changes. All prices are exclusive of, and you shall pay all taxes, duties, levies or fees, or other similar charges imposed on EA Clinic Knee Wellness or yourself by any taxing authority (other than taxes imposed on EA Clinic Knee Wellness’s income), related to your order, unless you have provided EA Clinic Knee Wellness with an appropriate resale or exemption certificate for the delivery location, which is the location where the Products and/or Services are used or performed. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to EA Clinic Knee Wellness of delivering the Products and/or Services, whereby and to such an extent EA Clinic Knee Wellness is entitled to increase its prices accordingly and retroactively.

4. Use of Third Party Content and Materials

EA Clinic Knee Wellness has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, EA Clinic Knee Wellness does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. EA Clinic Knee Wellness disclaims any responsibility for any harm and/or damages resulting from the use or downloading of postings of other parties on the website.

5. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which EA Clinic Knee Wellness links, and that link to EA Clinic Knee Wellness. EA Clinic Knee Wellness does not have any control over those non-EA Clinic Knee Wellness websites and webpages, and is not responsible for their contents or their use. By linking to a non-EA Clinic Knee Wellness website or webpage, EA Clinic Knee Wellness does not represent or imply that it endorses such website or webpage.

6. Copyright Infringement

As EA Clinic Knee Wellness requires others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright, you are encouraged to notify EA Clinic Knee Wellness in accordance with Digital Millennium Copyright Act (“DMCA”) Policy. EA Clinic Knee Wellness will, as it is able, respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. EA Clinic Knee Wellness will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of EA Clinic Knee Wellness or others.

7. Intellectual Property

This Agreement does not transfer from EA Clinic Knee Wellness to you any EA Clinic Knee Wellness or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with EA Clinic Knee Wellness. EA Clinic Knee Wellness, the EA Clinic Knee Wellness logo, and all other trademarks, service marks, graphics, and logos used in connection with the Website, Products, and/or Services, are trademarks or registered trademarks of EA Clinic Knee Wellness or EA Clinic Knee Wellness’s licensors. Other trademarks, service marks, graphics, and logos used in connection with the Website, Products, and/or Services may be the trademarks of other third parties. Your use of the Website, Products, and/or Services grants you no right or license to reproduce or otherwise use any EA Clinic Knee Wellness or third-party trademarks.

8. Changes

EA Clinic Knee Wellness reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website, Products, and/or Services following the posting of any changes to this Agreement constitutes acceptance of those changes. EA Clinic Knee Wellness may also, in the future, offer new services and/or features through the Website (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

9. Termination

EA Clinic Knee Wellness may terminate your access to all or any part of the Website, Products, and/or Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your EA Clinic Knee Wellness account (if you have one), you may simply discontinue using the Website, Products, and/or Services. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by EA Clinic Knee Wellness if you materially breach this Agreement and fail to cure such breach within thirty (30) days from EA Clinic Knee Wellness’s notice to you thereof; provided that, EA Clinic Knee Wellness can terminate the Website immediately as part of a general shut down of our service.

10. Disclaimer of Warranties

The Website, Products, and/or Services are provided “as is”. EA Clinic Knee Wellness and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither EA Clinic Knee Wellness nor its suppliers and licensors make any warranty that the Website, Products, and/or Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

11. Limitation of Liability

In no event will EA Clinic Knee Wellness, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to EA Clinic Knee Wellness under this agreement during the twelve (12) month period prior to the cause of action. EA Clinic Knee Wellness shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

12. General Representation and Warranty

You represent and warrant that (i) your use of the Website, Products, and/or Services will be in strict accordance with the EA Clinic Knee Wellness Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Website, Products, and/or Services will not infringe or misappropriate the intellectual property rights of any third party.

13. Indemnification

You agree to indemnify and hold harmless EA Clinic Knee Wellness, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, Products, and/or Services, including but not limited to your violation of this Agreement.

14. Miscellaneous

This Agreement constitutes the entire agreement between EA Clinic Knee Wellness and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized executive of EA Clinic Knee Wellness, or by the posting by EA Clinic Knee Wellness of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website, will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York, NY. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, NY, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; EA Clinic Knee Wellness may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns