Terms and Conditions

Stay Alive Terms and Conditions

Stay Alive Inc. (“Stay Alive”) operates the website located at www.stayaliveinc.org (and successor or related websites) and related mobile communication services and Slack (collectively, the “website”) to facilitate a community. These services facilitate communication with, through and by community members through the above referenced content.

Applicability

If you are a healthcare provider, by accessing and using the website, the services, content or any portion thereof, you agree to be bound by each of these Terms and Conditions, which are a contract between you, both in your individual capacity and as an authorized representative of your medical practice, and Stay Alive.

You agree to comply with all applicable laws and regulations governing the website and services. If you do not agree with any of the Terms and Conditions, you are not authorized to access or use the website or services for any purpose. Additional terms and conditions applicable to specific areas of the website or to a particular transaction may also be posted in particular areas of the website and, together with these general terms and conditions, govern your use of those areas. If you do not agree with any of these additional terms and conditions, you are not authorized to access or use those areas of the website.

Use of the Website

Stay Alive grants you permission to use the website for your pleasure. Your use of the website is further limited as follows:

You agree not to use the website for unlawful purposes, and you agree to comply with all applicable laws, rules and regulations while using the website.

You agree not to use the website for any commercial purposes not related to the provision of your healthcare services, including any advertisement, commercial solicitation or promotion of any specific goods or services including your healthcare services.

You agree not to collect or use any information or other data available via the website inappropriately.

You may not distribute, modify, copy (except as set forth in these Terms and Conditions), transmit, display, reuse, reproduce, publish, license, create derivative works from, transfer, translate, sell, reverse engineer, decompile or disassemble, or otherwise use the website, services or the content, except as specifically authorized in the Terms and Conditions, without Stay Alive’s written permission.

You agree not to use the website to post or transmit any threatening, harmful, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

You agree not to incorporate any code into the code of the website or to use the website to post or transmit any virus, worm, Trojan Horse, time bomb, spyware, bot, tracking device, screen scraping software or other computer code, file or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use or operation of the website or any user of the website.

You agree not to restrict or inhibit any other person from use of the website. You agree not to interfere with or disrupt the operations of the website, or the servers and or networks used to make the website available, or violate any requirements, procedures, policies or regulations of such networks.

You agree not to use the website to harvest or collect personally identifiable information about users of the Site, except as expressly permitted by these Terms and Conditions.

You agree not to use the website to disrespect or violate the privacy or views of others.

You agree not to use the website to impersonate another person or supply false information about yourself or another person.

You agree not to allow any other person or entity to use your identification to post or view comments, or to otherwise access or use the website and you are responsible for all acts under your user identification.

You agree not to post material on the website that infringes on the copyright or other intellectual property rights of others, or the privacy, publicity, or other personal rights of others.

You are responsible for obtaining and maintaining the equipment and services necessary to access and use the website, services and content, including but not limited to any computer hardware, software, telephone landline, smartphone, mobile access, wireless provider, internet connection, internet service provider, SMS capability, data access and transmission capability, network access and coverage, etc. You are solely responsible for all costs related to the equipment and services necessary or desirable for the access to and use of the website, services and content.

You are responsible for maintaining the confidentiality of your user identification and password. You must contact Slack immediately in the event that you have reason to believe there has been any unauthorized access to or use of your account.

Changes in Terms and Conditions

Stay Alive reserves the right to modify these Terms and Conditions at any time. Stay Alive will notify you of any change to these Terms and Conditions. Your use of the website following any such notice constitutes your agreement to follow and be bound by the Terms & Conditions as modified. The last date these Terms and Conditions were revised is set forth below. We may add to, update, delete from or modify our website at any time in our sole discretion.

Registered Users

If you meet the eligibility requirements as established by Stay Alive, you may sign up to become a registered user of the services provided through the website. Both an email and a password are necessary to access the services through the website. The password provides vital security in preventing unauthorized access to your account. The website requires you to choose a password with certain characteristics designed to increase the password’s security. You are responsible for selecting a secure password. You should never allow anyone to access your account on your behalf or give anyone your password. You are responsible for keeping and maintaining the security of your password. Stay Alive will have no responsibility for unauthorized access to your account or the information in that account that results from your failure to select and keep secure your password.

Indemnification

You understand and agree that you are personally responsible for your behavior on the website and agree to the website’s code of conduct.

Links to Third Party Sites

As a convenience to you, Stay Alive may provide hypertext links to third-party web sites. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Stay Alive of the third party, third-party website, or the information contained therein. You acknowledge and agree that Stay Alive is not responsible for the availability of any such website, and that Stay Alive does not endorse or warrant, and is not responsible or liable for, any such website, its content, its privacy policy or practices, or the acts or omissions of its operators. Your use of the third-party website may be subject to different terms and conditions.

Choice of Law

These Terms and Conditions are made and delivered in, and shall be construed in accordance with the substantive laws of the State of Illinois without regard to conflict of law principles, except that all matters relating to the interpretation and enforcement of the arbitration provisions of this paragraph.

Arbitration Agreement

By agreeing to these Terms and Conditions, you agree that you are required to resolve any claim that you may have against Stay Alive on an individual basis in arbitration. This will preclude you from bringing any class, collective, or representative action against Stay Alive, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Stay Alive by someone else.

You and Stay Alive agree that any dispute, claim or controversy arising out of or relating to (a) these terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the services at any time, whether before or after the date you agreed to the terms, will be settled by binding arbitration between you and Stay Alive, and not in a court of law.

You acknowledge and agree that you and Stay Alive are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Stay Alive otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Stay Alive each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Illinois.

Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Illinois and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure

Unless you and Stay Alive otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Stay Alive submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. If Stay Alive were to prevail in Arbitration, Stay Alive will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Should the Arbitrator find that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you agree to be responsible for all administrative fees, including Stay Alive’s attorney fees and costs associated with defending the matter.

Changes

Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these terms, if Stay Alive changes this Arbitration Agreement after the date you first agreed to the terms (or to any subsequent changes to the terms), you may reject any such change by providing Stay Alive written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Stay Alive, or (b) by email. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Stay Alive in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the terms (or to any subsequent changes to the terms).

Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Remainder of Terms and Conditions

These Terms and Conditions represent the complete understanding between the parties regarding these issues and no oral representations, statements or inducements have been made apart from these Terms and Conditions. If any provision of the Terms and Conditions are held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.

General Contact Information

If you have any questions about these Terms and Conditions, the website, the services, or the content, you may contact us by sending an email to info@stayaliveinc.org.