Terms of Service

Terms and Conditions

1. Right To Access And Use The Tech Tools And Other Services Subject to the terms and conditions of this Agreement, MD360 hereby grants to you and the Registered Family Members (if any) a limited, non-exclusive, non-transferable, license during the Term (as defined below) to access and use the Tech Tools and other Services solely for your and such Registered Family Member’s individual benefit. You shall ensure that all access and use of the Tech Tools and other Services by you and any Registered Family Members is in compliance with the terms and conditions of this Agreement and MD360’s manual for its members (as such manual may be modified by MD360 from time to time, the “Manual”). The Manual may contain, among other things (a) additional obligations that you and the Registered Family Members (if any) must comply with, (b) additional descriptions, limitations, conditions, exclusions and permitted usages of or relating to the Tech Tools and the other Services, and (c) additional information relating to processes and procedures for accessing the Tech Tools and the other Services. You shall be liable and responsible for any non-compliance by you and/or any Registered Family Members with the terms and conditions of this Agreement and/or the Manual. All rights not granted by MD360 pursuant to this Agreement are expressly reserved.
2. Term; Termination
   1. Term; Your Right to Cancel this Agreement within Three (3) Business Days After Registration Unless earlier terminated as provided herein, this Agreement is effective upon the date of your registration for a Plan (as confirmed by email from MD360 to you) through the end of the term specified during the registration process for the Plan (the “Term”). After your registration for a Plan, you shall have three (3) business days thereafter to notify MD360 in writing of your intention to cancel this Agreement and receive a full refund of the Membership Fee (in which event, this Agreement shall be deemed cancelled and null and void); following such three (3) business day period, you shall not have any right to terminate this Agreement except as provided in Section 3 below.
   2. MD360 Right to Terminate Agreement or Suspend Services at Any Time. Notwithstanding anything in this Agreement to the contrary, MD360 reserves the right to terminate this Agreement upon notice to you without cause in its sole and absolute discretion or with cause as determined solely by MD360 (including if you or any Registered Family Member breaches a term or condition of this Agreement). In the event of termination by MD360 without cause, you shall receive a full refund of the Membership Fee. In addition to the foregoing, MD360 may suspend or terminate its performance of all or a portion of its obligations under this Agreement, and/or any access to and/or use of all or any part of the Tech Tools and/or other Services, whenever it has reasonable cause to believe that you and/or any Registered Family Member (as applicable) has breached a term or condition of this Agreement.
   3. Effect of Termination of this Agreement. In the event of any termination of this Agreement: (i) all rights to access and use the Tech Tools and other Services shall immediately terminate and any information or materials included within the electronic document storage repository by you or any Registered Family Member will be deleted, (ii) Sections 2(c), 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 of this Agreement shall survive and continue in full force and effect, (iii) you and any Registered Family Members will immediately pay all amounts due and owing to MD360 at the time of termination, and (iv) you and any Registered Family Members will immediately delete and destroy all materials (in tangible or intangible form) relating to the Tech Tools and the other Services in your possession or control (or in the possession or control of any Registered Family Member). Termination of this Agreement shall be without prejudice to MD360’s rights and remedies under this Agreement, at law and in equity, all of which are expressly reserved.
3. Fees; Payment You shall pay the membership fee (the “Membership Fee”) in the amount specified during the registration process applicable to the Plan. You also authorize MD360 to charge the credit card that you provided during the registration process for all Membership Fees. You shall also pay the amounts agreed upon with respect to any additional services (as provided in Section 6 below) and any other amounts owed to MD360 as provided herein. You shall pay MD360 the costs of collecting any amounts owed to MD360 under this Agreement, including attorneys’ fees. Any amounts owed to MD360 in connection with this Agreement that are not paid when due shall accrue interest at 1½ percent per month or the highest amount permissible by law, whichever is less, until such amounts are paid. MD360 will have no obligation to provide the Tech Tools or perform other Services if you have not made payment to MD360 of all amounts owed under this Agreement. Money Back Guaranty In the event you are not satisfied with the Tech Tools or other Services for any reason, you may at any time prior to the expiration of the Term provide notice of termination of this Agreement to MD360 and the reasons for any dissatisfaction with the Tech Tools or other Services. Upon receipt by MD360 of such notice, this Agreement shall terminate, and within sixty (60) days of receipt of such notice, MD360 shall provide a full refund of the Membership Fee.
4. Tech Tools and Other Services included in Plan; Certain limitations, exclusions and conditions of Tech Tools and Other Services.
   1. Tech Tools and Other Services Included in Plan Subject to the terms and conditions of this Agreement and solely as permitted by applicable Law, MD360 will provide the following Tech Tools and other Services to you and the Registered Family Members (if any) as part of the Plan:
      1. General Information on Site; Travel Alerts You and the Registered Family Members (if any) may access and use the Site solely for your own personal benefit to obtain certain general travel-related security and safety information with respect to certain cities and countries outside of the United States where you and the Registered Family Members may travel to, visit or stay, and subscribe to email Travel Alerts with respect to such covered cities and countries; provided however, that all Travel Alerts will be delivered only to your email address and not to the email addresses of any of the Registered Family Members (if any). All Travel Alerts are provided by a third party provider.
      2. Electronic Document Storage You and the Registered Family Members (if any) may access and use the Site solely for personal benefit to utilize its electronic document storage functionality, which may be updated from time to time by MD360. MD360 will not review and/or confirm the completeness, readability (i.e., whether it can be read or is legible) or accuracy of any documentation that you or the Registered Family Members (if any) upload into the MD360 electronic document storage.
      3. Emergency Helpline The Emergency Helpline described below is a potential resource for certain non-medical security and safety related information only. MD360 does not provide medical advice or care or insurance coverage of any kind. MD360 will not provide any safety or security personnel or take any safety or security actions under any Plan; additional services may be made available by MD360 in its sole and absolute discretion for additional fees (as described in Section 6 below).
         1. Certain Definitions As used in this Agreement, the capitalized terms listed below will have the meanings as follows:
            • Criminal Act means an actual or threatened violation of a criminal law of a Qualifying Foreign Country committed against you and/or any Registered Family Member.
            • Eligible Security Event means (i) the occurrence of a civil war, civil unrest, riot, revolution, insurrection, terrorist act, natural disaster or Criminal Act that poses an imminent and direct threat to your or any Registered Family Member’s personal safety or security, or (ii) the theft of your or any Registered Family Member’s driver’s license, passport or other equivalent personal identification document. However, an Eligible Security Event will not include any matter excluded under Section 4(b)(8) below or otherwise excluded under this Agreement.
            • Qualifying Foreign Country means a country other than the United States (i) in which the United States maintains an embassy or consulate, and (ii) that is not the subject of a United States Department of State Travel Warning.
            • United States means the United States of America and its territories and possessions (including without limitation, Puerto Rico, Guam, US Virgin Islands and American Samoa).
         2. Initial Contact by Telephone When you and/or one or more Registered Family Members (if any) suffers an Eligible Security Event while in a Qualifying Foreign Country, you and/or such Registered Family Members (if any) may call MD360’s Emergency Telephone Helpline at the telephone number listed in the Manual (the “Emergency Helpline”) to reach a MD360 representative. Upon receipt of such call, one or more MD360 representatives will use commercially reasonable efforts to provide information by telephone to you and/or the Registered Family Members (if any) making such call with respect to general safety and security issues and, where MD360 has additional information available, with respect to specific questions that you and/or the Registered Family Members (if any) may have in connection with the particular Eligible Security Event. If you or the Registered Family Members (if any) are unable to reach a MD360 representative by telephone when calling the Emergency Helpline, you and the Registered Family Members (if any) should continue to call the Emergency Helpline until a MD360 representative is reached. MD360 reserves the right to confirm the occurrence of a reported Eligible Security Event. In addition, in the event of any emergency or safety or security issue or event (whether or not an eligible security event for purposes of this agreement), you and the registered family members (if any) should call 911 or other local 911 equivalent.
         3. Initial Contact by Smartphone Tools When you and/or one or more of the Registered Family Members (if any) suffers an Eligible Security Event while in a Qualifying Foreign Country, you and the Registered Family Members may utilize certain smartphone tools that may be offered by MD360 from time to time to attempt to contact MD360 by text message and telephone call to the Emergency Helpline. Any smartphone tools that may be made available by MD360 will be more particularly described in the Manual, which may be updated from time to time by MD360. Upon receipt of such text message or telephone call, one or more MD360 representatives will use commercially reasonable efforts to place a telephone call back to you and/or the Registered Family Members (if any) that sent such text message or telephone call and use commercially reasonable efforts to provide information by telephone with respect to general safety and security issues and, where MD360 has additional information available, with respect to specific questions that you and/or the Registered Family Members (if any) may have in connection with the particular Eligible Security Event. If you or the Registered Family Members (if any) do not receive confirmation that a MD360 representative has been reached when using the smartphone tools, you and the Registered Family Members (if any) should call the Emergency Helpline directly (at the telephone number listed in the Manual) until a MD360 representative is reached. MD360 reserves the right to confirm the occurrence of a reported Eligible Security Event. In addition, in the event of any emergency or safety or security issue or event (whether or not an eligible security event for purposes of this agreement), you and the registered family members (if any) should call 911 or other local 911 equivalent.
      4. Lost Passport Assistant MD360 will, at your request and/or the request of the Registered Family Member (if any) who is in a Qualifying Foreign Country and who has lost a United States passport while in such Qualifying Foreign Country, use commercially reasonable efforts to provide information to you and such Registered Family Member (if any and as applicable) regarding the process to obtain a replacement United States passport from United States authorities. You shall be responsible for any fees, costs and expenses relating to obtaining such replacement passport.
      5. Information Regarding Legal Professionals When you and/or one or more of the Registered Family Members (if any) is in a Qualifying Foreign Country and is involved in a non-emergency civil or criminal action or proceeding, MD360 will, at your request and/or the request of the Registered Family Members (if any) during regular business hours, use commercially reasonable efforts to provide you and the Registered Family Members (if any and as applicable) with the names, addresses and phone numbers of legal professionals in the Qualifying Foreign Country. You and the Registered Family Members (if any) shall be responsible for selecting a legal professional and all fees, costs and expenses relating to obtaining the services of such legal professional. For the avoidance of doubt, MD360’s obligations are solely to provide such contact information and MD360 will not have any responsibility for the quality or outcome of any legal services obtained.
      6. Information Regarding Security Services Providers When you and/or one or more of the Registered Family Members (if any) is in a Qualifying Foreign Country and requires non-emergency personal security services, MD360 will, at your request and/or the request of the Registered Family Members (if any) during regular business hours, use commercially reasonable efforts to provide you and the Registered Family Members (if any and as applicable) with the names, addresses and phone numbers of one or more security providers in the Qualifying Foreign Country. You shall be responsible for selecting a security provider and all fees, costs and expenses relating to obtaining the services of such security provider. For the avoidance of doubt, MD360’s obligations are solely to provide such information and MD360 will not have any responsibility for the quality or outcome of any security services obtained.
   2. Certain Limitations, Exclusions and Conditions of Tech Tools And Other Services.
      1. General Limitations/Exclusions The Tech Tools and other Services are limited to (a) the use of the electronic document storage on the Site and other Tech Tools (e.g., smartphone tools) which electronic document storage and/or retrieval and other Tech Tools (e.g., smartphone tools) may not be available at all times and (b) the provision of non-medical safety and security information (including without limitation, information provided through the Site, travel alerts or telephone) as and when such information may be available to MD360, with the understanding by you and each Registered Family Member (if any) that MD360 is providing a potential resource for information, and MD360 may not have any particular information available and cannot guarantee any results. Examples of these limitations and exclusions include the following:
         1. No particular response time for the provision of any information or other Services is guaranteed, and MD360 shall be under no obligation to provide any information or other Services immediately or within any particular time frame;
         2. Information and other Services that may be available will only be provided to you or a Registered Family Member (if any); provided, however, that MD360 may provide available materials, documents and other information that have been provided to MD360 by you or any Registered Family Member, or stored in the electronic document storage by you or any Registered Family Member, to the United States embassy or consulate upon the request of such embassy or consulate;
         3. Any information or other Services that are made available by MD360 are based on such information as MD360 has in its possession, and there may be inaccuracies, errors and omissions in any of such information;
         4. In no event shall the Services under the Plan include the taking of any action by MD360 in connection with any Eligible Security Event other than the provision by telephone of available information as described above; and
         5. No particular results or outcome is guaranteed as a result of any information or Services provided by or on behalf of MD360, and any actions determined by you or any Registered Family Member to be taken following the provision of any information by MD360 or otherwise shall not be covered under any Plan.
      2. No Medical or Health Advice, Coverage or Care You and each Registered Family Member (if any) acknowledges and agrees that the Tech Tools and other Services do not cover any medical or health information, advice, coverage or care of any nature, and the Tech Tools and other Services will not include the provision of medical or health-related services or advice, and nothing in the Tech Tools or other Services shall constitute medical or health advice, diagnosis or treatment or create any medical or health relationship relating thereto with or between MD360 and you or MD360 and any Registered Family Member. In the event of any medical situation and/or need for any medical or healthcare services, you and the Registered Family Members (if any) should call 911 or other local 911 equivalent and/or otherwise seek appropriate medical assistance.
      3. MD360 is Not an Insurer MD360 is not an insurer nor is it providing any insurance of any nature, and you and any Registered Family Members should obtain appropriate medical, travel, property and other insurance. The Tech Tools and other Services do not provide reimbursement or any other forms of payment for any personal injury, death, property damage, liability or loss of any nature. In the event of any damages, injuries, death, or other liabilities or losses to any person (including you or any Registered Family Member) or property, you and all Registered Family Members (if any) agree to look exclusively to your insurers to recover for such damage, injury, death, or other liability or loss.
      4. No Legal Advice You and each Registered Family Member (if any) acknowledges and agrees that the Tech Tools and other Services do not and will not include the provision of legal services or advice, and nothing in the Tech Tools or other Services will create any attorney-client or similar relationship relating thereto with or between MD360 and you or MD360 and any Registered Family Members.
      5. Third Party Providers You and each Registered Family Member (if any) acknowledges and agrees that certain of the Tech Tools and other Services may be provided by third parties (the “Third Party Products and Services”). While MD360 uses its reasonable judgment when selecting such Third Party Products and Services and the providers thereof, MD360 shall have no liability or obligation with respect to any Third Party Products and Services, the selection or provision thereof or any acts or omissions of any third party providers thereof.
      6. Telecommunications, Internet and Related Requirements You and each Registered Family Member (if any) acknowledges and agrees that certain of the Tech Tools and other Services require that you and the Registered Family Members (as applicable) have and maintain adequate access to the internet, an email account, a compatible smartphone device with access to compatible telecommunications networks, a telephone with access to compatible telecommunications networks, and/or a compatible data/voice plan. In furtherance of the foregoing, you and each Registered Family Member (if any) acknowledges and agrees that your and any Registered Family Member’s ability to access and use the Tech Tools and other Services, and MD360’s ability to provide the Tech Tools and other Services to you and the Registered Family Members (if any), will be dependent on such factors.
      7. No Obligation if Prohibited by Law You and each Registered Family Member (if any) acknowledges and agrees that MD360 will not have any obligation to provide Tech Tools or other Services where doing so would not be permitted by law.
      8. Additional Limitations/Exclusions You and each Registered Family Member (if any) acknowledges and agrees that MD360 will have no obligation to you and/or any Registered Family Members (if any) under this Agreement (including, without limitation, any obligation to provide any Tech Tools or other Services) in connection with any issue, event, problem, circumstance, situation or occurrence directly or indirectly relating to or arising out of: (i) any hazardous or dangerous work, trade or profession performed by you or any Registered Family Members (if any); (ii) any hazardous or dangerous pursuits or activities engaged in by you and/or any Registered Family Members (if any) including, but not limited to, mountain climbing, parachuting, bungee jumping, racing, rallying, diving or caving; (iii) any act, attempted act or omission of yours and/or any Registered Family Members that violates or is claimed to violate applicable Law and/or infringes upon the rights of third parties; (iv) any intentionally self-inflicted injury or illness (including suicide or attempted suicide), insanity, psychiatric condition, drug or substance abuse, or exposure to needless peril by you and/or any Registered Family Members (if any); (v) participation or involvement by you and/or any Registered Family Members (if any) (1) in the armed forces of any nation or in any war (whether declared or not) and/or armed conflict in any capacity (armed, unarmed, in a security role or otherwise), or (2) in an invasion, act of a foreign enemy, terrorist act, civil war, civil unrest, rebellion, police action, riot, revolution and/or insurrection; (vi) any matters relating to a nuclear reaction, nuclear radiation, or the use, release or the threat thereof of any nuclear weapon or device, chemical weapon or biological agent; (vii) any trip, stay or visit to or in any country or jurisdiction other than a Qualifying Foreign Country; (viii) any trip, stay or visit against the advice of retained personal or corporate security professionals; (ix) any trip, visit or stay to or in a Qualifying Foreign Country where you or any Registered Family Member (if any) knew or should have known that an Eligible Security Event existed or was imminent; (x) the purchase of a Plan by you or any Registered Family Member (if any) when an Eligible Security Event existed or was reasonably expected prior to the purchase of a Plan; (xi) any Eligible Security Event occurring while aboard any airplane, helicopter, ship or other vessel or otherwise occurring while in transit (whether traveling to, from or within a Qualified Foreign County); (xii) any general travel or travel-related situations including but not limited to, lost luggage, hotel or hostel cancellations or interruptions, flight cancellations or interruptions, ground transport cancellations or interruptions, expedition cancellations or interruptions, leisure related cancellations or interruptions, itinerary cancellations or interruptions, private aviation cancellations or interruptions, or lost or stolen non-travel essential items; (xiii) the breach of any term or condition of this Agreement by you and/or any Registered Family Members (if any); and (xiv) any other limitations or exclusions that may be set forth in the Manual.
5. Your Representations and Warranties; Certain Obligations You and each Registered Family Member (if any) jointly and severally represents, warrants and covenants that:
   1. (i) The person that completed the registration form and is listed as the member is an individual 18 years of age (or such other minimum age as may be applicable in a particular jurisdiction with respect to entering into agreements) or older, is a citizen or legal resident of the United States and has and will maintain a primary residence within the United States; (ii) you and each Registered Family Member has the full power, capacity and authority to enter into this Agreement and to satisfy all obligations hereunder; (iii) this Agreement is a legal, valid and binding obligation and enforceable in accordance with its terms; (iv) you and each Registered Family Member will comply with all applicable laws, treaties, rules, regulations, orders and ordinances, whether of or applicable to the United States, a state thereof or any foreign country or other jurisdiction including, without limitation, those relating to export control and export compliance (collectively, “Law”), and will ensure that all Registered Family Members do so; and (v) you and each Registered Family Member will comply with the terms and conditions of this Agreement and the Manual and will ensure compliance by all Registered Family Members;
   2. if the selected Plan will permit access to the Tech Tools and other Services to you and certain other individuals within your immediate family, (i) the Registered Family Members to be covered under the Plan as designated by you during the registration process (referred to herein as Registered Family Members) consist solely of your spouse/domestic partner and/or unmarried dependent children of you and/or your spouse/domestic partner, all of whom are citizens or legal residents of the United States of America with the same principal residence within the United States of America as your principal residence and (ii) you have been authorized by such Registered Family Members, and you have all power and other rights required, to bind such Registered Family Members to the terms and conditions of this Agreement and by accepting this Agreement such Registered Family Members are bound hereby;
   3. all statements, information, documents and materials that may be given or provided to MD360 or its representatives (including, without limitation, any information submitted through the Site as part of registration with MD360 or the electronic document storage features or otherwise) by or on behalf of you and/or any of the Registered Family Members (as applicable) will be accurate, complete, readable and truthful and will not conceal, omit or misrepresent any facts, circumstances or other matters;
   4. that you and each Registered Family Member will obtain, maintain and make (as applicable) any passports, visas, permits, licenses, consents, filings, approvals and declarations required in connection with (i) any departure from or re-entry into the United States, and (ii) any visit or travel to, or stay in, a Qualifying Foreign Country;
   5. that any information provided by or on behalf of MD360 in connection with the Tech Tools or other Services is subject to the terms and conditions of this Agreement and is provided for information purposes only and that you and the Registered Family Members (if any) are responsible for making any decisions or determinations and/or taking any actions with respect to any such information;
   6. that you and each Registered Family Member will (i) exercise reasonable care at all times to protect person and property and will take reasonable and appropriate steps in advance of any trip, visit or stay outside of the United States to minimize the impact of any emergencies and safety and security events including, without limitation, keeping additional copies of all travel documentation in multiple locations, notifying family members of itineraries and registering with the US Embassy or Consulate as part of the travel registration program offered by the United States Department of State, and (ii) promptly provide MD360 with any information, documents and materials that MD360 may request in connection with the provision of the Tech Tools and other Services;
   7. you and each Registered Family Member will not upload any information, documents or materials to the Site other than that which relates to such individual(s), and will have all rights, permissions, licenses and consents necessary to upload all information, documents and materials uploaded;
   8. none of the information, documents or materials uploaded to the Site by you or any Registered Family Member will contain any viruses or harmful code or any material or functionality that could adversely affect, disable or impair the provision of the Tech Tools and/or the Services; and
   9. except with respect to information, documents and materials in your account relating to you and the Registered Family Members (if any), no one will access (or attempt to access) any information, documents or materials of another member of the Site.
6. Additional Services Not Included in Plan
   1. By Additional Agreement Subject to the terms and conditions of this Agreement and applicable Law, MD360 may (but shall have no obligation to) provide additional security and safety services to you and/or any Registered Family Members (if any) for additional fees agreed to by MD360 and you. For the avoidance of doubt, none of the fees for such additional services are included within the Membership Fee paid by you for the Plan and such additional services will be billed at MD360’s then-current rates and cost and expense schedule for such additional services. MD360 may require you to pre-pay MD360 for all or a portion of such additional services and/or provide financial guarantees relating to the payment thereof prior to MD360 performing such additional services. To the extent that MD360 agrees to provide any such additional services, and the parties reach agreement on the additional fees relating to such additional services, such additional services will be deemed to be included within the Services provided to you and any Registered Family Members (as applicable) pursuant to this Agreement.
   2. In Connection with Breach If you or any Registered Family Members (as applicable) breach a term or condition of this Agreement and such breach results in MD360 or any of its licensors, vendors or contractors performing services or incurring costs or expenses, you shall be responsible for and shall pay (and/or reimburse) immediately upon MD360’s request the cost of all of such services and the related costs and expenses. For the avoidance of doubt, any such services provided shall otherwise be deemed to be “Services” pursuant to this Agreement.
7. Intellectual Property Ownership You and each Registered Family Member (if any) acknowledges and agrees that MD360 or its licensors (as applicable) own and shall retain all right, title and interest in and to the Tech Tools and other Services, and any improvements, enhancements, and modifications thereto, and all copyrights, patents, trade secrets, trademarks and other intellectual property and proprietary rights therein. You and each Registered Family Member shall not: (a) provide or transfer access to or use of the Tech Tools or other Services (or any passwords relating thereto) to any third party, (b) modify, create derivative works from, adapt, rent, lease, loan, reverse engineer, disassemble, decompile or attempt to obtain the source code of all or any portion of the Tech Tools or other Services, (c) obscure or modify any of the copyright or other proprietary notices contained therein, or (d) use the Tech Tools or other Services for the benefit of any third party.
8. Confidentiality The Tech Tools and other Services and all related documents, materials and information (“Confidential Information”) constitute confidential and proprietary information of MD360 or its licensors and may be used by you and any Registered Family Members solely as provided herein. You and the Registered Family Members (if any) agree to secure the confidentiality of any Confidential Information against unauthorized use or disclosure, and not to disclose any of such Confidential Information to a third party.
9. Disclaimer of Warranties and Representations The tech tools and other services (including without limitation, all information provided on the site, in any travel alert or by telephone) are provided “as is,” “as available,” “with all faults” and without warranty or representation of any kind, either express or implied. Md360 hereby disclaims all warranties and representations including, but not limited to any warranties or representations of non-infringement and the implied warranties of merchantability and fitness for a particular purpose. In furtherance of the foregoing, you and each registered family member (if any) acknowledges that md360 makes no warranty or representation, express or implied, that access to and use of the tech tools or other services (including without limitation, all information provided on the site, in any travel alert or by telephone) will (i) be available at all times or any specific time, (ii) address or resolve any particular issues (including without limitation, any eligible security event) affecting you or any registered family members or (iii) be complete, comprehensive, uninterrupted, virus-free, error-free or completely secure.
   Nothing in this agreement (including, without limitation, section 10 below titled “limitation on damages; limitation of MD360 liability; limitation on actions and proceedings”) shall exclude or limit warranties or liability for damages or losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion or limitation of certain warranties or the exclusion or limitation of liability for damages or losses caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the exclusions and limitations which are lawful in your jurisdiction will apply and MD360’s liability will be limited to the maximum extent permitted by law
10. Limitation on Damages; Limitation of MD360 Liability; Limitation on Actions and Proceedings
    1. MD360 and certain other parties are not liable for indirect, consequential, incidental, special, punitive or exemplary damages In no event shall md360 and its licensors, vendors, contractors, or any of md360’s or their respective officers, directors, members, managers, employees, agents and representatives and md360’s or their successors and assigns be liable for any indirect, consequential, incidental, special, punitive or exemplary damages or losses arising out of, under or directly or indirectly related to this agreement, the privacy policy or the tech tools or other services, even if one or more of them has been advised of the possibility of such damages or losses or if such damages or losses are otherwise foreseeable, and regardless of the nature of the cause of action or theory asserted (e.g., whether in contract, tort (including, without limitation, negligence), strict liability or otherwise).
    2. Maximum liability of md360 and certain other parties is limited to the amount of the membership fee. The aggregate and cumulative liability of md360 and its licensors, vendors, contractors, or any of md360’s or their respective officers, directors, members, managers, employees, agents and representatives and md360’s or their successors and assigns for any damages, injuries, death, or other liabilities or losses to or suffered by you and/or any registered family members (if any), and all claims relating thereto, which arise out of or are in any way directly or indirectly related to this agreement, the privacy policy or the tech tools or other services shall in no event exceed the amount of the membership fee, regardless of the nature of the cause of action or theory asserted (e.g., whether in contract, tort (including, without limitation, negligence), strict liability or otherwise). You and each registered family member (if any) agrees to use best efforts, and shall ensure that the registered family members (as applicable) use best efforts to mitigate any damages, injuries, death or other liabilities or losses that you or the registered family members (if any) may suffer in connection with the tech tools and other services.
    3. One year for you or any registered family member to file any action No action or proceeding by you and/or the registered family members (if any), arising out of or in any way directly or indirectly relating to this agreement, the privacy policy, the tech tools or other services may be brought more than one (1) year after the cause of action accrued.
    4. MD360 reliance on these limitations. You acknowledge and agree that: (i) MD360 has relied on the enforceability of the disclaimers and limitations contained in this Agreement including, without limitation, Sections 9 and 10 (collectively, the “Limitations”) in pricing the fees payable for the Tech Tools and other Services and entering into the Agreement, (ii) the Limitations form an essential part of the agreement between the parties, and (iii) the parties desire that the Limitations be enforceable even if any remedy provided fails of its essential purpose.
11. Privacy Policy Certain information collected from you and the Registered Family Members (if any) in the course of the use of the Tech Tools and other Services will be subject to MD360’s Privacy Policy as same may be modified by MD360 from time to time as provided therein (the “Privacy Policy”), the current version of which is included below as Exhibit A to this Agreement and incorporated into this Agreement by reference. You and each Registered Family Member (if any) acknowledges, agrees and consents to the Privacy Policy (including, without limitation, any modifications thereto as may be made from time to time) and specifically agrees to the information collection, use, and disclosure practices set forth therein.
12. Indemnification You and each Registered Family Member (if any), jointly and severally, agrees to indemnify and hold harmless each of MD360 and its licensors, vendors, contractors, or their respective officers, directors, members, managers, employees, agents and representatives and their successors and assigns from any and all losses, liabilities, injuries, death, claims, damages, judgments, settlements, costs and expenses (whether or not resulting from third party claims and including, without limitation, reasonable attorneys' fees and expenses incurred in the investigation or defense of any claim) arising out of or relating to the breach or alleged breach of this Agreement or any term or condition of this Agreement by you and/or any Registered Family Members (if any).
13. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14. Jurisdiction and Venue; Waiver of Trial By Jury You and each registered family member (if any) consents to the jurisdiction of and venue in the united states federal district court for the southern district of New York and the state courts of the state of New York, for the resolution of all disputes, claims, actions or proceedings arising out of, under or in connection with this agreement, the privacy policy, the tech tools and other services. You and each registered family member (if any) (a) agrees that it shall not initiate any such claim, action or proceeding other than in such courts or take any action to have any such claim, action or proceeding heard or adjudicated other than in such courts, and (b) waives any objections or defenses to the jurisdiction of and venue in such courts including, without limitation, any defenses relating to such courts being an inconvenient forum. To the extent permitted by law, if any dispute or claim results in an action or proceeding, you and each registered family member (if any) knowingly and voluntarily agrees that a judge, without a jury, will decide such matters. You and each registered family member (if any) knowingly and voluntarily agrees that it is waiving its right to a trial by jury.
15. Acts Beyond MD360 Control MD360 shall not have any liability or obligation (including, without limitation, any obligation to provide the Tech Tools and other Services) to the extent that performance is prevented or impaired by events or circumstances outside of the reasonable control of MD360 or its licensors, vendors or contractors including, without limitation, any act of God; natural disaster; fire; explosion; war (whether declared or undeclared); civil war; civil unrest; riot; revolution; insurrection; act of public enemy or terrorist; electrical power outage; failure or malfunction of computer, telephone, telecommunications or network equipment, software or infrastructure; lack of or disruption to Internet, telephone, telecommunications or network access; strike, lockout or other labor disturbance; epidemic; quarantine; embargo; sabotage; release of nuclear, radiological, chemical or biological devices or material; restraint or act of any government or governmental authority; or any other events or circumstances outside of the reasonable control of MD360 or its licensors, vendors or contractors, whether similar or dissimilar to any of the foregoing.
16. Miscellaneous Except as provided below, all notices given in connection with this Agreement shall be in writing and addressed to the party to receive such notice. Notices to you or any Registered Family Member (if any) shall be sent to you at the address provided by you during the registration process with the Site. Notices to MD360 shall be sent to 825 Third Avenue, 40th Floor, New York, NY 10022 (or such other address as provided by MD360 from time to time). Notices shall be deemed given upon personal delivery, three (3) days after deposited with the United States Postal Service for mailing by certified mail (as evidenced by the deposit receipt), or one (1) day after sent by a nationally-recognized overnight delivery service (as evidenced by the deposit receipt) for next day delivery. Notwithstanding the foregoing, MD360 may (a) provide notice of termination of this Agreement and/or suspension of the provision of all or a portion of the Tech Tools and other Services by other means including, without limitation, by electronic mail to the email address provided by you during the registration process and/or through a notification through the Site; and (b) provide administrative and other communications relating to the Tech Tools and other Services (including, without limitation, as to updates to the Manual) to you through the Site and/or by electronic mail to the email address provided by you during the registration process. Any notices provided to you by MD360 shall be deemed to be notice to all Registered Family Members (if any). In the event of a conflict between the Manual and this Agreement, the terms and conditions of this Agreement shall control. This Agreement, together with the Manual and the Privacy Policy (which are incorporated herein by reference), constitutes the complete and exclusive statement of the agreement between MD360 and you and each Registered Family Member (if any) with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, agreements, representation or warranties, whether oral and written, relating to the subject matter hereof. The introduction to this Agreement is an integral part hereof and is incorporated herein by reference. If any term or condition of this Agreement is held to be invalid or unenforceable in part, that term or condition of this Agreement shall be enforced to the maximum extent permitted by Law. If any term or condition of this Agreement is held to be wholly invalid or unenforceable, that term or condition of this Agreement shall be deemed severed from this Agreement and the remainder of this Agreement shall remain in full force and effect. To the fullest extent, however, that any Law limiting the enforceability of this Agreement or any term or condition of this Agreement may be waived, such Law is hereby waived. You and each Registered Family Member (if any) may not assign, transfer or delegate any rights or obligations under this Agreement without MD360’s prior written consent, and any purported assignment, transfer or delegation without such consent shall be void and of no force and effect. No waiver of this Agreement or any portion hereof shall be binding unless such waiver is made in a writing signed by the waiving party. Any waiver of this Agreement or any portion hereof in one instance shall not constitute a continuing waiver or a waiver of the matters relating thereto in future instances. This Agreement may be amended or modified only by the written agreement of MD360 and you, which such agreement may be made through an electronic process substantially similar to that used by MD360 and you in initially entering into this Agreement.