Last updated on: August 10 2023

Lizzy Care Inc. (“Lizzy”, “us” or “we) provides through our website, http://www.hilizzy.com/, and our mobile applications for the iOS and Android operating systems (“Mobile App”) an online service to help manage and store information related to the management of care of someone with a memory care condition; your health, wellbeing and care; and/or the health, wellbeing and care of a loved one (collectively, the “Service”).  This document outlines the Terms of Service (“Terms”). Please also read our Privacy Policy, which is incorporated by reference within these Terms.

Together with the Privacy Policy, these Terms make up the “Agreement,” which may be updated by Lizzy from time to time as set forth in Section 19.5 below, that governs your access to and use of the Mobile App and the Service.

By downloading, installing, or using the mobile app or the Lizzy Application (“Application”) from Apple’s software distribution platform (“App Store”) and/or Google’s software distribution platform (“Play Store”), and any update that may occur from time to time as permitted by these Terms, you indicate that you accept and agree to be bound by this agreement. The App Store and Play Store are referred to in these Terms as “STORE Services.” and their operators as a “Service Store Operator.” further, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE MOBILE APP OR SERVICES AND DELETE IT FROM YOUR MOBILE DEVICE.

For purposes of these Terms “you” and “your” means you as the user of the Service. If you use the Service on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

The parties of this Agreement hereby acknowledge that the Store Services are not a Party to the Terms and are not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. Lizzy and, not the Store Services, is solely responsible for the Service and the content thereof.

This Agreement may not provide for usage rules for the Application that are in conflict with the latest Apple Media Services Terms and Conditions and Google Play Terms of Service (“Usage Rules”). Lizzy acknowledges that it had the opportunity to review the Usage Rules and this Agreement are not in conflict with them.

LIZZY is not a healthcare provider, nor do we provide medical or healthcare advice OR SERVICES. No material OR INFORMATION RECEIVED THROUGH THE SERVICES OR USE OF THE MOBILE APP IS intended to be a substitute for professional medical advice, diagnosis, or treatment.  Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition or treatment.  The Service is not designed or intended for resolving medical emergencies. If you believe you are in need of immediate medical attention dial 911. Our Service is designed to support you to manage the health, wellbeing and care of a loved one with a memory care condition.

Please note, the Service does not fall within the criteria of a medical device pursuant to Section 201(h) of the Federal Food, Drug and Cosmetic Act because they are not intended in any way to diagnose, treat or cure conditions or diseases. Any medical content, services, information, advice or materials of any kind accessed through the Service are for general information or reference purposes ONLY.

  1. SERVICE USAGE AND LICENSE RESTRICTIONS

    1. The Service is intended solely for users who are thirteen (13) years of age or older. These terms shall also govern any updates of the Service that replace, repair, and/or supplement the Service, unless a separate terms or license is provided for such update, in which case the terms of that new license will govern.
    2. When you use our Service, you as the caregiver (“Caregiver”) provides care to a particular individual receiving care (“Care Recipient”), may create and maintain a personal, private area of the application (“an Individual Care Circle Member”) on behalf of yourself and/or one or more persons within your care circle (“Care Circle”) or visiting and posting to an Individual Care Circle Member created by someone else within your Care Circle.
    3. Lizzy Account. In order to access certain Service and the Application, you may be required to register an account in the Application (“Account”). Your Account will allow you to access the applicable Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may implement different types of Accounts for different types of users. You may control your user profile and how you interact with the Service by accessing the functionality that may be made available on your “Account Settings” page. When creating your Account, you must provide accurate and complete information and you agree to maintain and promptly update such information as necessary to keep it true, accurate, current and complete. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You are not allowed to provide a third-party access to your Account. You must notify Lizzy immediately of any breach of security or unauthorized use of your Account. Lizzy will not be liable for any losses caused by any unauthorized use of your Account. You may never use another user’s Account without permission. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Lizzy.
    4. Access to the Service via the Application is provided as a revocable, non-exclusive, non-transferable, limited right grant to install and use the Service on wireless electronic devices owned or controlled by you, and to access and use the Service and Application on such devices strictly in accordance with this Agreement.
    5. You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, attempt to derive or gain access to the source code of the Service, or any part thereof (except with Lizzy prior written consent).
    6. You may not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application.
    7. You may not copy (excluding when expressly authorized by this Agreement and the Usage Rules) or alter the Service or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under this Agreement, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove, delete, alter, or obscure any intellectual property notices, including trademark, copyright, patent, or other IP or proprietary rights notices from the Application or Service, including any copy thereof. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the Service from the Devices before doing so.
    8. You may not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or the Service, or any features or functionality of the Application or Service, to any third party for any reason, including by making the Application and Service available on a network where it is capable of being accessed by more than one device at any time.
    9. Nothing in this Agreement should be interpreted to restrict third-party terms. When using the Service, You must ensure that You are also in compliance with any applicable third-party terms and conditions.

  2. TECHNICAL REQUIREMENTS

    1. Lizzy attempts to keep the Service updated so that it complies with any modified/new versions of the firmware (including operating systems such as iOS or Android) and new hardware. It should be noted that You are not granted rights to claim such an update.
    2. Lizzy reserves the right to modify the technical specifications and requirements as it sees appropriate at any time.

  3. USE OF DATA

    We take the protection and privacy of your data very seriously and provide strict access controls to who has access to your data.  Unfortunately, the transmission of information via the internet and mobile applications are not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Service, website and/or Mobile App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained within our Service, website or Mobile App.

    You acknowledge that Lizzy will be able to access and adjust content held within the Service and your personal information, and that Lizzy’s use of such material and information is subject to your legal agreements with Lizzy as outlined in our privacy policy: https://hilizzy.com/privacy-policy/.

    You acknowledge that Lizzy may periodically collect and use technical data and related information about your device, system, and application software, and peripherals, offer product support, facilitate the software updates, and for purposes of providing other services to you (if any) related to this Agreement. Lizzy may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.

    After completing registration of your Account, you will be invited to create a caregiver and care recipient, each a Profile (“Profile”)  and together the Profiles (“Profiles”) . A Profile stores information relating to the health, wellbeing and care of you and/or a loved one, including but not limited to:  age, gender, race, ethnicity and zip code, medical conditions, medications, care needs, dietary preferences, as well as longitudinal data collected as you use the Service.  At your discretion, you are able to share data held within a Profile with other Lizzy users. Any user that you allow access to a Profile will have the ability to view and in some cases modify this information. Due to the highly sensitive and private nature of the information stored within a Profile you should consider carefully those that you provide with access to a Profile.

    Please note that you are responsible for the maintenance and protection of all information stored in your Profiles. Although we take care to make regular backups of data held within the Service, Lizzy is not liable for any loss or corruption of information stored within Profiles.

    If you suspect that any unauthorized party may be using a Profile, or you suspect any other breach of security, then you will cease all use and immediately contact Lizzy by emailing support@hilizzy.com.

    You acknowledge that Lizzy has no obligation to pre-screen any user Content or Data that you upload or provide, including, but not limited to, your User Content, but Lizzy reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. In the event that Lizzy pre-screens, refuses, or removes any User Content, you acknowledge that Lizzy does so for Lizzy’s benefit, not yours. Without limiting the foregoing, Lizzy shall have the right to remove any User Content that violates the Agreement or is otherwise objectionable.  “User Content” means any information that you submit or upload into the Service, including registration information, Profile information, and Contributions.

    All information we collect on this Application and the Service, including Account and Profile information, is subject to our Privacy Policy. By using the Application and Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You acknowledge and agree that Lizzy is not a covered entity or business associate as defined by Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and thereby is not subject to HIPAA

  4. USER-GENERATED CONTRIBUTIONS

     

    As part of your use of the Service you may be invited to chat, contribute to, or participate in status updates, activity updates, care feed updates, posts, message/discussion boards, online forums, and other functionality, and the Service may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or within the Service, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions and feedback, or personal information or other material (collectively, “Contributions”).

    Contributions may be viewable by other users of the Service and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
    Any use of the Service in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Service.

    1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
    2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, and other users of the Service to use your Contributions in any manner contemplated by the Service and this Agreement.
    3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Service and this Agreement.
    4. Your Contributions are not false, inaccurate, or misleading.
    5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
    6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
    7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
    8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
    9. Your Contributions do not violate any applicable law, regulation, or rule.
    10. Your Contributions do not violate the privacy or publicity rights of any third party
    11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
    12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
    13. Your Contributions do not otherwise violate, or link to material that violates, any provision of this Agreement, or any applicable law or regulation.

      Any use of the Service in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Service.

  5. CONTRIBUTION LICENSE

     

    By posting your Contributions to any part of the Application or Service or making your Contributions accessible to through the Application or the Service by linking your account from the Service to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, fully-paid, worldwide right, and license to host, use copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

    This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

    We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Service. You are solely responsible for your Contributions to the Service and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

    We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to recategorize any Contributions to place them in more appropriate locations in the Service; and (3) to prescreen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

  6. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

     

    Visiting the Lizzy site(s), using the Service or Mobile App, sending us emails, and completing digital forms constitute electronic communications.  You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and across the Service, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

  7. THIRD PARTY LINKS

     

    The Application or Service may contain links to third-party websites, advertisers, information, materials, products, or services (“Third-Party Links”) that are not owned or controlled by Lizzy. Lizzy does not endorse or assume any responsibility for any content or information on or from any Third-Party Links. If you access a Third-Party Link from the Service, you do so at your own risk, and you understand that this Agreement and Lizzy’s Privacy Policy do not apply to your use of such Third-Party Links. You expressly relieve Lizzy from any and all liability arising from your use of any Third-Party Link, including your dealings with or participation in promotions of the applicable third party, payments to and delivery of goods from such third party, and any other terms (such as warranties) are solely between you and such third party. You agree that Lizzy will not be responsible for any loss or damage of any sort relating to your dealings with such third parties.

  8. LIABILITY

    1. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR USE OF THE APPLICATION AND SERVICE, INCLUDING YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND SERVICE ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APPLICATION OR SERVICE, OR INAPPROPRIATE DISCLOSURE OF YOUR DATA AND CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED FIFTY DOLLARS ($50.00).
    3. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Lizzy and you. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Lizzy has been advised of the possibility of such damage.  The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.

  9. DISCLAIMER OF WARRANTIES

     

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE AND SERVICES ARE AT YOUR SOLE RISK, AND THE APPLICATION AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIZZY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LIZZY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LIZZY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT ANY LIZZY PROPERTY, RESULTS FROM THE SERVICE, OR USER CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA OR CONTENT THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

    You further understand that the provision of the Service and use of the Mobile App is dependent upon you having a reliable internet connection and access to hardware supporting the functionalities of the Service and Mobile App. You acknowledge that it is your responsibility to obtain and maintain a reliable internet connection and such hardware. We accordingly will not have any liability to you in the event internet service outages, interupttions, hardware malfunctions, or similar events disrupt your ability to access or use the Service or Mobile App.

  10. PRODUCT CLAIMS

     

    You acknowledge that Lizzy and not the Store Services, are responsible for addressing any claims of the you, an end-user, or any third party relating to the Service or the end-user’s possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with your Service’s use of the HealthKit and HomeKit.

  11. INDEMNIFICATION

     

    You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Application and Service, including any Data or content, including User Content transmitted or received by you;  (3) breach of this Agreement; (4) any breach of your representations and warranties set forth in this Agreement; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) your violation of any applicable law, rule, or regulation; or (7) any overt harmful act toward any other user of the Service with whom you connected via the Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  12. LEGAL COMPLIANCE

     

    You represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country; and that You are not listed on any US Government list of prohibited or restricted parties.

  13. TERMINATION

     

    This Agreement are valid until terminated by Lizzy or by you. Your rights under this Agreement will terminate automatically and without notice from Lizzy if You fail to adhere to any of this Agreement. Upon termination, you shall stop all use of the Service, and destroy all copies, full or partial, of the Service.     

    Lizzy may terminate this Agreement or your ability to access or use any or all Service at any time for any reason, if you have breached any provision of the Agreement, or if Lizzy is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful).

    If you want to terminate this Agreement, you must do so by: (a) notifying Lizzy at any time; and (b) cancelling your Account for the Service that you use. Your notice should be sent, in writing, to support@hilizzy.com. 

    Termination of the Agreement, your Account or of your access to or use of any Service may include removal of access to the applicable Service and barring of further use of such Service. Termination of this Agreement or your Account also includes disassociation or deletion of your username, your password and all related information, files and User Content associated with or inside your Account (or any part thereof), including your User Content. Upon termination of the Agreement, your right to use the Service will automatically terminate. Lizzy will not have any liability whatsoever to you for any suspension or termination, including for deletion of your User Content. All provisions of the Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation, ownership provisions, warranty disclaimers, arbitration and governing law, and limitations of liability.

  14. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

     

    Lizzy represents and warrants that we comply with applicable third-party terms of agreement when using the Service.

    In Accordance with Section 9 of the “Instructions for Minimum Terms of Developer’s End-User License Agreement,” both Apple and Google and their subsidiaries shall be third-party beneficiaries of this Agreement and — upon your acceptance of the Terms, both Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement, of which you are a third-party beneficiary.

  15. INTELLECTUAL PROPERTY RIGHTS

    1. Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software, Application designs, audio, video, text, photographs, and graphics within the Service (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Service “AS IS” for your information and personal use only.  Except as expressly provided in this Agreement, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
    2. Provided that you are eligible to use the Service, you are granted a limited license to access and use the Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Service, Content and the Marks.
    3. You acknowledge that, in the event of any third-party claim that the Service or your possession and use of the Service infringes on the third party’s intellectual property rights, Lizzy, and not the Store Services, will be solely responsible for the investigation, defense, settlement, and discharge or any such intellectual property infringement claims.
    4. Reservation of Rights. You acknowledge and agree that the Application and Service are provided under license, and not sold, to you. You do not acquire any ownership interest in the Application or Service under this Agreement, or any other rights thereto other than to use the Application or Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Lizzy and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application or Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

  16. GOVERNING LAW AND JURISDICTION

     

    All matters relating to the Application and Service, and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service, the Website, Mobile App, or the Service, shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  17. ARBITRATION

     

    At Lizzy’s sole discretion, it may require you to submit any disputes arising from this Agreement or use of the Application or Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

  18. CALIFORNIA USERS AND RESIDENTS

     

    If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

  19. MISCELLANEOUS

     

    1. These Terms and any other policies or operating rules posted by us within or regarding the Service shall constitute the entire agreement and understanding between you and Lizzy.
    2. If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
    3. Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
    4. This Agreement, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but may be assigned by Lizzy without restriction. Any attempted transfer or assignment in violation hereof will be null and void. We may also subcontract or otherwise delegate, in whole or in part, the performance of any or all of our other obligations related to the Service.
    5. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You may be notified by a posting on the website, so we suggest that you check the website frequently. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms.
    6. If any term or provision of these Terms (or any agreement incorporating these Terms) is invalid, illegal, or unenforceable in any jurisdiction, the rest of these Terms and/or the agreement will remain in effect. The authority invalidating a term or provision of these Terms or the agreement will have the authority to reform the Terms or agreement to reflect your and our intent to the largest degree permissible.