Our Terms and Conditions

These Terms of Service (this “Agreement”) set out the terms on which Andel Co-op, Inc. (“Andel”, “Company”, “we” or “us”) will provide access to and use of certain services available on or through its website https://andel.org (the “Service”) to you, a user of the Service (“you” or “User”).  You should read this Agreement carefully.  By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement).  If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization.  If you do not agree to these terms and conditions, you must not use the Service.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY.  PLEASE READ THIS AGREEMENT CAREFULLY.

1. Nature of the Service.  
   
   

   1. The Service allows Users to access certain information or other content, which may include data, text or other materials or content, related to weight loss drug therapies.

      Disclaimer.  THE SERVICE IS NOT DESIGNED TO PROVIDE MEDICAL ADVICE OR FACILITATE MEDICAL EMERGENCIES.  THE SERVICE IS NOT DESIGNED FOR USE IN DIAGNOSING MEDICAL CONDITIONS OR MAKING TREATMENT DECISIONS.  ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH.  NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THIS SITE.  IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.  DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR COMMUNICATION THROUGH THE SERVICE FOR IMMEDIATE, URGENT MEDICAL NEEDS. 
      
      

   2. Health Care Providers.  You understand and agree that by using the Service, you are not entering into a health care provider-patient relationship with Andel.  You understand that information you send or receive via the Service does not become part of your separate medical records held by your health care providers.  The Service is not meant to keep a record of complete or exhaustive information about any individual User’s medical condition.  You are strongly encouraged to consult with a qualified health care professional for answers to your personal questions.

2. Our Ownership Rights.  The Service, including all aspects of the Andel website (including Our Property, as defined below), is the property of, and owned by, Company or its licensors.  All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via the Service are “Our Property.”  Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited.  You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.  You may be subject to criminal or civil penalties for violation of this paragraph.

The mark ANDEL and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent.  The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own personal, non-commercial use, as permitted by this Agreement.  We reserve all other rights.  For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

3. Use of the Service.  You must comply with any rules and policies about use of the Service that we publish from time to time.  These rules and policies will be available on the Service.  Certain features, pages or content within the Service may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.

Subject to the terms and conditions herein, you are permitted to use the Service solely for your own personal, non-commercial use. 

You must not (a) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (b) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (c) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (d) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; or (e) otherwise interfere in any manner with the use or operation of the Service.  

You agree not to use the Services in a way that is, in Andel’s sole discretion, harmful to others in any way or violates any applicable law, regulation, obligation, or other similar restrictions imposed by a government entity. You shall promptly notify Andel if you learn of any security breach related to the Services.

You agree that any pharmaceutical products that you acquire or obtain through the Services will be solely for your personal use. Andel may cancel, suspend, or terminate your access to the Services at any time, and for any reason, including any violation of these Terms.

4. Andel Access Membership.

About Andel Access

Andel Access is a subscription service that offers specific prescription discounts to members. Andel Access is NOT health insurance. Andel Access is not intended as a substitute for insurance, and does not meet any creditable coverage requirements under any state law. Andel Access cannot be combined with federal or state-funded programs such as Medicare, Medicaid, or TRICARE. 

Andel Access is a program that provides members (“Members” and your status as a Member is referred to as your “Membership”) discounts on certain prescriptions, and may include other Services (“Access Services”).  Discounts available through Andel Access may be funded by agreements with participating drug manufacturers, pharmacies, or other third parties. Andel does not guarantee the availability of discounts for any particular prescription, and actual prices may vary. Where required, disclosures regarding the source of discounts will be provided.

Andel Access provides discounts at participating pharmacies, but Andel does not pay pharmacies. You are obligated to pay for all services provided. You may obtain a current list of participating pharmacies here (andel.org/pharmacy-network-information or by calling 833-962-6335. The amount you save will vary depending on your individual retail prescription.  

The plan administrator for Andel Access is Andel Access LLC, located at 1209 Orange St, Wilmington, DE 19801. The phone number for our plan administrator is 833-962-6335. Please reach out to Andel Access for assistance with questions, an up-to-date list of participating pharmacies, or to request specific contact information for your department of insurance or service of process information for a specific state.

Your Andel Access Membership 

In order to participate in the Access Services, you must first register for an account with Andel (your “Account”) in accordance with Andel’s Terms of Use. You must then complete the registration process necessary to become a Member by following the instructions set forth in the Andel Access application and providing certain information to Andel (“Registration Data”), such as a payment method (“Payment Method”) and any other information requested by Andel (which may include, but is not limited to, your name, email address, date of birth, and mailing address), and which you may edit on the Andel website. You agree that you will maintain and update this information as required in order to keep it current, complete, and accurate. You further agree that Andel may contact you regarding your Account via the email address you provide at any time, which includes but is not limited to email communications regarding the status of your Account and your Payment Method.

You also grant us the right to disclose to third parties certain Registration Data about you for the purpose of administering the Access Services. Andel’s collection and use of personally identifiable information in connection with the Access Services is governed by Andel’s Privacy Policy, which is incorporated into these Terms by reference.

You agree to fully, accurately, and truthfully create your Andel Account when providing the Registration Data. Your Andel Account and credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Andel Account or credentials, and for all activities that occur under such Andel Account or credentials. You agree to prohibit anyone else from using your Andel Account or credentials and agree to immediately notify Andel of any actual or suspected unauthorized use of your Andel Account or credentials or other security concerns of which you become aware. You must be at least 18 years of age to become a Member. 

Andel may change the price of your Membership from time to time and will communicate any price changes to you via the email associated with your Membership in advance of any price increase, and if applicable, how to accept those changes. Price changes will take effect at the start of the next Membership Cycle following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Access Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Access Services prior to the price change going into effect.

Andel Pharmacy Network

You may select Andel Pharmacy LLC or one of our partner pharmacies (collectively, the "Andel Pharmacy Network") to dispense your prescription via mail. Your use of any form of the Andel Pharmacy Network Services shall be governed by these Terms of Use and the Andel Privacy Policy, and your use of the Andel Pharmacy Network Services constitutes acceptance of these Terms of Use and acknowledgment of the Andel Privacy Policy.

Prescriptions fulfilled by the Andel Pharmacy Network may be transferred among the Andel Pharmacy Network without notice. Andel Pharmacy Network may dispense prescriptions via shared services arrangements. You give us consent to send and disclose to the Andel Pharmacy Network all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

Andel Pharmacy Network providers are licensed pharmacies authorized to dispense prescription medications in compliance with all applicable federal and state laws and regulations. By using any pharmacy services, you acknowledge that dispensing and fulfillment are subject to the professional judgment of licensed pharmacists and applicable legal requirements. For questions or complaints regarding your prescription or dispensing pharmacy operations, please call the phone number on your medication bottle. For questions or complaints regarding your Andel Access account or membership, please call Andel at 833-962-6335.  

If you select to use the Andel Pharmacy Network to fulfill any prescriptions, you acknowledge that your medication will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

Fees and Payments

By starting your Membership, you authorize Andel to charge your Payment Method a membership fee at the then current rate, which may change from time to time (the “Membership Fee”), on the first day of each Membership Cycle until your Membership is canceled, placed on hold, or terminated. Andel reserves the right to change the timing of its billing, provided that Andel will adjust the amount it bills in accordance with any such change.

If Andel does not receive the Membership Fee from you, Andel may terminate your access to the Services. All fees are non-refundable, unless otherwise provided in these Terms. As between you and Andel, Andel reserves the right to revise any fees at any time in Andel’s sole discretion.

If a Membership Fee is not successfully settled, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, including in the event you attempt to create a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Services or any portion thereof.

Cancellation of Membership

Your Access Membership starts on the date that you sign up for a membership and provide us with your payment method. You will be charged for your Membership starting on the date of your membership. Your Access Membership will automatically renew and continue for a one (1) month period (a “Membership Cycle”) unless and until you cancel your Membership or Andel terminates it. You will be charged to the credit card number you provided.

You can cancel your Access Membership at any time. To avoid charges associated with the next Membership Cycle, cancel at least one (1) day prior to your Membership Cycle renewal date. If you cancel your Membership within the first thirty (30) days of your Membership, you will receive a full refund of any fees paid. Amounts paid for prescriptions are not refundable. You can view and update your billing details on your Account page. If you cancel your Membership at least one (1) day before the next Membership Fee is due, your Membership and access to the Services will terminate on the day your next Membership Fee is due. Otherwise, Andel will bill you for an additional Membership Fee, and your Membership and access to the Services shall expire one month after your last paid Membership Fee. 

You may also cancel your membership via mail. Your request must include the full name, Access Member ID and email address connected with your Access account. Please mail this request to: 447 Broadway, 2nd FL #950, New York, NY 10013

If you cancel your Membership, you may request that we delete your Data by calling 833-962-6335 or by submitting a request via support@andel.org.

5. Communications. 

Consent to Receive Electronic Communications 

You consent to receive communications (including emails, texts, phone calls, and notices and messages sent through the Services) from or on behalf of us to any email address, phone number, or mobile device associated with your account or otherwise directly or indirectly provided to us. This consent applies to marketing and non-marketing communications from or on behalf of Andel to you. Consent to receive marketing communications is not a condition to use the Services. Consent to receiving electronic communications from us may be revoked at any time by calling 833-962-6335 or contacting us via our website at andel.org/support, although you may not be able to opt out of necessary transaction communications from us, such as order and delivery confirmations. You may opt out of text messages from us by replying with STOP to any of our text messages; future text messages from us will be automatically blocked by your mobile carrier. If you are experiencing issues with text messages, you can reply to a message from us with HELP for more assistance, or you can get help directly by calling 833-962-6335.

Andel may use SMS (Short Message Service), MMS (Multimedia Message Service), and similar technologies to communicate with you using text messages. The frequency of text messages we send to you may vary. Message content may include account or delivery updates as well as verification codes to access your account. You’ll typically receive text messages when we have necessary information for you, and whoever has access to the mobile phone or carrier account may also be able to see this information. Data obtained from you in connection with our SMS service may include your cell phone number, your provider's name, and the date, time, and content of your messages. We don’t impose a separate charge for text messages, but rates may vary depending on your agreement with your mobile carrier. Andel won’t be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your device or telephone number. We may change or discontinue any text message programs without notice or liability to you and we reserve the right to cease delivery of text messages at any time. Carriers are not liable for delayed or undelivered messages.

Acknowledgement of Privacy Risks

By using the Services, you understand that electronic communications are never completely private or secure and certain communications have inherent privacy risks. You acknowledge that any communications you send to Andel may be read or intercepted by others, even if a particular communication is encrypted or purports to be encrypted. Such communications, which may contain your health-related information, could be accessed by an unauthorized party, intercepted, or altered without your knowledge or authorization.

Telephone Counseling Waiver 

By accepting these Terms you indicate that, by default, you don’t wish to be contacted by telephone for medication counseling. You may, however, call a licensed pharmacist at any time during business hours to ask questions about your medications by calling the phone number on your medication bottle.

6. Feedback.  If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Company.  We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way.  We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
   
   

7. Warranty Disclaimers and Limitations of Liability.  THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (B) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (C) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR OUR PROPERTY.  We may pause or interrupt the Service at any time, and you should expect periodic downtime for updates to the Service.  No advice or information, whether oral or written, obtained by you from us or through the Service will create any other warranty. 

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO ANDEL IN THE SIX (6) MONTHS PRIOR TO YOUR CLAIM OR (B) $10.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

8. Cloud Services and Third Party Services.  Without limitation of the disclaimers and limitations of liability set forth in Section 7, you acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); and (b) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

The Service may depend upon, interact with or enable access to third parties’ information, other content, services or websites (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use.  Use of each Third Party Service may require that you accept additional terms of use.  You must comply with the applicable terms of use when using the Third Party Service and the Service.  Company does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services.

If applicable, Andel will bill the Membership Fee to you through a third-party provider, which shall be governed by the third-party provider’s terms of service and privacy policy, which shall be incorporated herein by reference. Our current third-party provider’s Consumer Terms of Service are available at https://stripe.com/legal/consumer, and its Privacy Policy is available at https://stripe.com/privacy.  Andel uses such third-party provider to process payments for the Services from your financial service provider. The third-party provider alone collects and manages your payment information, including, without limitation, any credit card numbers; Andel does not store or have access to any of your payment information. 

9. No Medical Advice.

   The contents of the Services are for informational purposes only. The content does not provide medical advice and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health professionals or providers with any questions you may have regarding a medical condition or medicine. Never disregard professional medical advice or delay in seeking it because of the Services.

Andel does not recommend or endorse any specific prescription drug or pharmacy that may be mentioned in relation to the Services. Reliance on any information provided by Andel or the Services is solely at your own risk.

The content of the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional medical advice, counseling, diagnosis, treatment, the practice of medicine including but not limited to psychiatry, psychology or psychotherapy, the creation of a physician-patient or clinical relationship or recommendations of any kind by Andel. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions or any other matter related to your health or general well-being. All information provided by Andel, or in connection with any communications supported by Andel, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law.

If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately.

10. . Indemnity.  You will indemnify and hold harmless Andel, and our affiliates, directors, officers, employees, licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to (i) your breach of this Agreement; (ii) your use of the Services (but excluding any Liabilities to the extent caused by our negligence or willful misconduct); (iii) any breach of law or regulation, including pharmacy, PBM, data privacy, or coupon card statutes; or (iv) any claim arising from your use of discounts with any participating pharmacy or manufacturer.  We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us.  You will cooperate with us with respect to such defense and settlement.
    
    

11. Our Privacy Policy.  We operate the Service under the Privacy Policy published at https://andel.org/privacy (the “Privacy Policy”), which is hereby incorporated into this Agreement.  Each party shall comply with the Privacy Policy.

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Any personal health information (“PHI”) you provide or that is generated through use of the pharmacy services will be handled in accordance with all applicable federal and state privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”), as applicable. For details on how PHI is collected, used, and safeguarded, please refer to our Privacy Policy at https://andel.org/privacy.

12. . Suspension and Termination.  Unless otherwise described herein, you may terminate this Agreement at any time ceasing to use the Service.  We reserve the right to suspend your access to the Service at any time if we believe you are in breach of this Agreement.  We reserve the right to terminate this Agreement or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our website), for any reason or no reason.  

If we cease to provide the Service, you agree: (a) to continue to be bound by this Agreement, (b) that the license and rights provided by us under this Agreement shall end, and (c) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to the Service.

Sections 1-17 and 19-21, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.

13. Modification of Service and Agreement.  We reserve the right to modify the Service at any time, without notice to you.  We may also from time to time amend this Agreement prospectively.  If we do so, we will notify you by posting on our website.  You agree that your continued use of the Service constitutes your agreement to the amended Agreement.  If you do not agree to any amended Agreement that we publish, you must cease using the Service.  

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15. Applicable Law.  You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the State of New York, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law.  Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.  The United Nations Convention for the International Sale of Goods is hereby disclaimed.

15. Arbitration.  We will attempt to resolve disputes with Users to their satisfaction.  If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org).  You agree that the arbitration shall be held in New York, New York, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us.  You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court.  This provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).  In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis.  You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.  

If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.

16. Jurisdiction.  With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within the State of New York, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the State of New York, U.S.A. 
    
    

17. Force Majeure.  In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. 
    
    

18. Compliance with Laws.  You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
    
    

19. Geography.  We are based in the United States.  We provide the Service for use only by persons located in the United States, and any other states that we may update the Website to reflect from time to time.  We make no claims that the Service or any of its content is accessible or appropriate outside of the United States or any other states which may be reflected on the Website.  Access to the Service may not be legal by certain persons or in certain countries.  If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
    
    

20. . Children.  The Service is not directed to users under the age of 18.  The Service does not knowingly collect personal information from children under the age of 18.  By using the Services, you represent and warrant that you are of legal age to form a binding contract with Andel and meet all of the foregoing eligibility requirements. If you are under the age of 18, you are not permitted to use the Service or to send personal information to Company.
    
    

21. Miscellaneous Provisions.  No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on us unless made in an express writing signed by us.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  This Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion.  This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.  You agree that email to your email address on record will constitute formal notice under this Agreement.  There shall be no third party beneficiaries to this Agreement.