Terms and Conditions

Effective Date: February 23, 2021

IMPORTANT NOTICE:

THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND WAIVER OF JURY TRIALS AND CLASS ACTIONS, GOVERNING DISPUTES ARISING FROM USE OF MODERN RECOVERY’S SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These Modern Recovery Services Terms and Conditions (“Terms”) govern access to and use of the Modern Recovery (“Modern Recovery,” “we” or “us”) web sites and services (collectively, the “Site”) by site visitors (“Site Visitors”), and by individuals or entities who receive services (“Modern Recovery Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”). By using the Site or any Modern Recovery Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor or agent of a Customer who is registered or permitted by Customer to use the Modern Recovery Services subject to these Terms. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

Updates and Communications.

1.1 We may revise these Terms or any additional terms and conditions which are relevant to a particular Modern Recovery Service from time-to-time to reflect changes in the law or to the Modern Recovery Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO RECEIVE THE MODERN RECOVERY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2 You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Modern Recovery Services (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the Site or through any Modern Recovery Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account contact information current.

ADDITIONAL TERMS FOR MODERN RECOVERY SERVICES

2.1 Payments. If you use the “Payments” feature in Modern Recovery Services, you accept the terms of the Payments Attachment below.

USAGE AND ACCESS RIGHTS

3.1 Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws (as defined in Section 12.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If Modern Recovery has previously prohibited you from accessing the Site or using the Modern Recovery Services, you are not permitted to access the Site or use the Modern Recovery Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

3.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your purposes and only as expressly permitted in these Terms and any registration of an Account for the use of a Modern Recovery Service when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor to Modern Recovery, you may not access or use the Modern Recovery Services without Modern Recovery’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, Modern Recovery grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use; and (c) do not modify them in any way. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.

OWNERSHIP

4.1 Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

4.1.1 The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Modern Recovery and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Modern Recovery and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processed related thereto, including rights in and to all applications and registrations relating to the Site shall, as between you and Modern Recovery, at all times be and remain the sole and exclusive property of Modern Recovery.

4.1.2 The trademarks, logos, taglines and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of Modern Recovery and others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate Modern Recovery's sponsorship of or affiliation with any product, service, event or organization without Modern Recovery's prior express written permission. Modern Recovery acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms or on the IP Pages are reserved by Modern Recovery, Inc. Other than as provided in these Terms or in the IP Pages incorporated herein by reference, your use of the Trademarks, or any other Modern Recovery content, is strictly prohibited.

4.1.3. Copyright. Modern Recovery respects copyright law and expects its users to do the same. If you believe that any content or material on the Site infringes copyrights you own, please notify us in accordance with our Copyright Policy.

4.2 Software Use Restrictions. Software available for downloading through the Site or third-party websites or applications (the “Software”) is the copyrighted work of Modern Recovery and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.

4.3 Non-eDocument Content and Submissions/User Content.

4.3.1 Submissions. The Site or Modern Recovery Services may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, service feedback, comments and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws.

4.3.2 Screening & Removal. You acknowledge and agree that Modern Recovery and its designees may or may not, at Modern Recovery's discretion, pre-screen User Content before its appearance on the Site or Modern Recovery Services, but that Modern Recovery has no obligation to do so. You further acknowledge and agree that Modern Recovery reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Site or Modern Recovery Services. Without limiting the foregoing, Modern Recovery and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Modern Recovery's sole discretion. You acknowledge and agree that Modern Recovery does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

RESTRICTIONS ON USE OF THE SITE

5.1 By using the Site, including any Modern Recovery Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

Is illegal, or violates any federal, state, or local law or regulation;

Advocates illegal activity or discusses illegal activities with the intent to commit them;

Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

Interferes with any other party’s use and enjoyment of the Services; Attempts to impersonate another person or entity;

Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;

Falsely states, misrepresents, or conceals your affiliation with another person or entity; Accesses or uses the account of another user without permission;

Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Modern Recovery Services;

“Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;

Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;

Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Site;

Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;

Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercializes any materials or content on the Site;

Uses the Services for benchmarking, or to compile information for a product or service;

Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or Modern Recovery Services, by any means except as provided for in these Terms or with the prior written consent of Modern Recovery;

or

Attempts to do any of the foregoing.

If you believe content on the Site violates the above restrictions, please contact us here: support@joinvirgil.com

5.2 In addition, Customers shall not, and shall not permit others to, do the following with respect to the Modern Recovery Services:

Use the Modern Recovery Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics.

License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Modern Recovery Services or Modern Recovery’s then-current technical and functional documentation for the Modern Recovery Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms; or

Access or use the Modern Recovery Services or Documentation for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Modern Recovery Services or allow access by a direct competitor of Modern Recovery.

5.3 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.

5.4 You acknowledge that we have no obligation to monitor your, or anyone else’s access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

PRIVACY

6.1 Modern Recovery Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the Modern Recovery Privacy Policy. Please read the Privacy Policy carefully.

6.2 Access & Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Modern Recovery Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Modern Recovery, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

TERMS SPECIFIC TO MODERN RECOVERY SERVICES

7.1 Right to Use Modern Recovery Services.

Subject to these Terms, Modern Recovery will provide the Modern Recovery Services to Customers in accordance with each Customer’s Treatment Plan, and Modern Recovery grants to each Customer a limited non-exclusive, non-transferable right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the Modern Recovery Services; (b) implement, configure and permit its Authorized Users to access and use the Modern Recovery Services up to any applicable limits or maximums; and (c) access and use the Documentation. Authorized Users of Customers must be identified by a unique email address and user name and two or more natural persons may not use the Modern Recovery Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the Modern Recovery Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the Modern Recovery Services solely to support Customer’s internal business purposes.

7.2 No Medical or Treatment Advice. THE CONTENTS OF THE SITES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT PLAN. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the Modern Recovery Sites. If you think you may have a medical emergency, call your doctor or 911 immediately. Reliance on any information provided by Modern Recovery, Modern Recovery employees or representatives, others appearing on the Sites at the invitation of Modern Recovery, or other visitors to the Sites is solely at your own risk.

7.2.2 No Refunds. Customers will timely pay Modern Recovery all fees associated with its Subscription Plan, Account or use of the Modern Recovery Services, including, but without limitation, by Authorized Users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for prepaid Subscription Plans will be billed to Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.

7.2.3 One Time Fees. As a part of assessing eligibility for ongoing care, all patients seeking MAT treatment will agree to pay a one-time lab testing fee of up to $150 for a drug screening examination. If the patient provides insurance, the insurance company will be billed for the services in accordance with the patient policy. If the patient doesn’t have insurance, then they will be responsible for the entire $150 fee.

7.2.4 Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. Customer must promptly notify us of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES MODERN RECOVERY OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (C) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE MODERN RECOVERY SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term (as defined in Section 8.2.3, below) until Customer cancels as set forth in Section 8.2 of these Terms.

7.2.5 Discounted Payments. When you enroll in a program with a first-month discount, you agree to enroll in a three-month subscription. These first-month discounts are only available to first time patients. You agree to pay the full amount of the three-month subscription, but will be charged in three separate installments.

7.2.6 Late Fees & Collection Costs. If Modern Recovery does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customers will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Modern Recovery to collect any amount that is not paid when due. Modern Recovery may accept payment in any amount without prejudice to Modern Recovery’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Modern Recovery may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from Modern Recovery.

7.2.7 Reactivation fees. If you are discharged from one of our programs, due to non-responsiveness, program completion, or any other reason, and would like to resume services at a later time, a new intake assessment fee, or reactivation fee, of $59 will be charged.

7.2.8 Invoices. Modern Recovery will provide billing and usage information in a format we choose, which may change from time to time. Modern Recovery reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If a Customer does not bring such problems/discrepancies to our attention within thirty (30) days, the Customer agrees to waive their right to dispute such problems or discrepancies.

7.2.9 Billing Cycles. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations. Customer agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Customer’s payment card issuer until submission of the accumulated charge(s).

7.2.10 Benefit Programs. You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits") through a business or government agreement with us (a "Business Terms"). Any and all such Benefits are provided solely as a result of the corresponding Business Terms and such Benefits may be modified or terminated without notice. If you use the Modern Recovery Services and a business or government entity pays your charges or is otherwise liable for the charges, you authorize us to share your account information with that entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive certain Benefits tied to a Business Terms with us, but you are liable for your own charges, then you authorize us to share enough account information to verify your continuing eligibility for those Benefits and the Subscription Plan.

7.2.11 Tax Responsibility. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on Modern Recovery’s net income (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Modern Recovery Services. Taxes shall not be deducted from the payments to Modern Recovery, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Modern Recovery receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that Modern Recovery can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for sales tax purposes. Modern Recovery’s and Customer’s obligations under this Section 7.2.8 (Tax Responsibility) shall survive the termination or expiration of these Terms.

7.3 Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 9 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular Modern Recovery Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the Modern Recovery Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and Modern Recovery DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND MODERN RECOVERY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS $100.

7.4 Data.

7.4.1 Data Generally. You shall be responsible for data that you provide or use in Modern Recovery Services. You are solely responsible for determining the suitability of the Modern Recovery Services and complying with any regulations, laws, or conventions applicable to the data you provide, and your use of the Modern Recovery Services and Site.

7.4.2 Personal Data. Customer warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations. Customer and its Authorized Users acknowledge that Modern Recovery may process such personal data in accordance with the Modern Recovery Privacy Policy

7.5 Customer Warranties.

Customer hereby represents and warrants to Modern Recovery that: (a) it has all requisite rights and authority to use the Modern Recovery Services under these Terms and to grant all applicable rights herein; (b) it is responsible for all use of the Modern Recovery Services associated with its Account; (c) it is solely responsible for maintaining the confidentiality of its Account names and password(s); (d) it agrees to immediately notify Modern Recovery of any unauthorized use of Customer’s Account of which it becomes aware; (e) it agrees that Modern Recovery will not be liable for any losses incurred as a result of a third party's use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the Modern Recovery Services for lawful purposes only and subject to these Terms; (g) any information it submits to Modern Recovery is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the System or the Modern Recovery Services, other accounts, computer systems, or networks under the control or responsibility of Modern Recovery through hacking, cracking, password mining, or any other unauthorized means.

7.6 Confidentiality.

7.6.1 Confidential Information. “Confidential Information” means (a) for Modern Recovery, the Modern Recovery Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the Recipient), or that due to the nature of the information the Recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of this Agreement, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of this Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing party’s Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. All information provided to Modern Recovery that is not Confidential Information will be treated in accordance with the Modern Recovery Privacy Policy.

7.6.2 Restricted Use and Nondisclosure. During and after the Account Term, the party receiving Confidential Information (“Recipient”) will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, Customer expressly authorizes Modern Recovery to use and process Customer Data as described in the Modern Recovery Privacy Policy.

7.6.3 Ownership. Notwithstanding any other provision of these Terms, Modern Recovery acknowledges that, as between the parties, all Confidential Information it receives from Customer, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by Customer. Nothing in these Terms grants Modern Recovery any right, title or interest in or to any of the Customer’s Confidential Information. Modern Recovery’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

TERM AND TERMINATION

8.1 Termination – Site Visitors. A Site Visitor can terminate its use of the Site at any time by ceasing further use of the Site. Modern Recovery may terminate your use of the Site and deny you access to the Site at our sole discretion for any reason or no reason, including for violation of these Terms.

8.2 Term and Termination – Customers.

8.2.1 Suspension of Access to Modern Recovery Services. Modern Recovery may suspend any use of the Modern Recovery Services, remove any content or disable or terminate any Account or Authorized User that Modern Recovery reasonably and in good faith believes violates these Terms. Modern Recovery will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless Modern Recovery reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Modern Recovery Services or a third party. Under circumstances where notice is delayed, Modern Recovery will provide the notice if and when the related restrictions in the previous sentence no longer apply.

8.2.2 Term. The period of effectiveness of these Terms (“Term”), with respect to Modern Recovery Services, begins on the date the Customer accepts the terms and continues until the Customer’s Account expires or its use of the Modern Recovery Services ceases (including as a result of termination in accordance with this Section 8.2), whichever is later.

8.2.3 Termination by Customer. You may terminate your Account at any time. If you wish to terminate, you must provide 30 days notice by contacting us here: support@joinvirgil.com.

8.2.4 Default; Termination by Modern Recovery. A Customer will be in default of these Terms if: (a) the Customer or an Authorized User associated with the Customer’s Account breaches any provision of these Terms or violates any published policy applicable to the Modern Recovery Services; or (b) if, in our sole discretion, we believe that continued use of the Modern Recovery Services by the Customer (or its Authorized Users) creates legal risk for Modern Recovery or presents a threat to the security of the Modern Recovery Services or Modern Recovery’s customers. If a Customer is in default, we may, without notice: (i) suspend the Customer’s Account and use of the Modern Recovery Services; (ii) terminate the Customer’s Account; and (iii) pursue any other remedy available to us. A Modern Recovery “Affiliate” means any legal entity that Modern Recovery, LLC owns, that owns Modern Recovery, LLC or that is under common control with Modern Recovery, LLC “Control” and “own” mean possessing greater than 50% interest in an entity or the right to direct the management of the entity.

8.2.5 Effect of Termination. If these Terms expires or are terminated for any reason: (a) Customer will pay to Modern Recovery any amounts that have accrued before, and remain unpaid, as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Customer’s liabilities to Modern Recovery that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the Site and Modern Recovery Services and intellectual property will immediately terminate; (d) Modern Recovery’s obligation to provide any further services to Customer under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms; and (e) the provisions of Section 3 (Usage and Access Rights), Section 4 (Ownership), Section 5.3 (Restrictions on Use of the Site), Section 5.4 (Compliance with Terms), Section 6 (Privacy), Section 7.2.2 (No Refunds), Section 7.2.7 (Benefit Programs), Section 7.2.8 (Tax Responsibility), Section 7.4 (Data), Section 7.6 (Confidentiality), Section 8.2.6 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification Obligations), Section 11 (Limitations of Liability), and Section 12

(General), Section WHATEVER NO MEDICAL ADVICE will survive, as well as provisions designated to survive under any Treatment Plan and accompanying attachments and Exhibits to these Terms.

WARRANTIES AND DISCLAIMERS

THE MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE SHALL BE AT YOUR SOLE RISK. MODERN RECOVERY AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“MODERN RECOVERY PARTIES”): (a) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE MODERN RECOVERY SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE MODERN RECOVERY SERVICES, DOCUMENTATION, OR SITE.

THE MODERN RECOVERY PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE CONTENT AND ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA MODERN RECOVERY SERVICES, DOCUMENTATION, AND SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF MODERN RECOVERY TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY, AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

MODERN RECOVERY AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE MODERN RECOVERY PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as in this Section 9 or below in Section 11. Accordingly, some of these limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 9 and Section 11 specifically do apply to you.

INDEMNIFICATION OBLIGATIONS

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the Modern Recovery Services; or (e) any products or services purchased or obtained by you in connection with the Site.

Modern Recovery retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. 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 with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

LIMITATIONS OF LIABILITY

11.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, MODERN RECOVERY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MODERN RECOVERY PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR MODERN RECOVERY SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, DOCUMENTATION, OR MODERN RECOVERY SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE, DOCUMENTATION, OR MODERN RECOVERY SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION, OR MODERN RECOVERY SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, DOCUMENTATION, OR MODERN RECOVERY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MODERN RECOVERY PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers and to the extent you are a consumer the limitations or exclusions in this Section 11.1 may not apply to you.

11.2 Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MODERN RECOVERY FOR THE MODERN RECOVERY SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

11.3 Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.

11.4 Jurisdictional Limitations.

11.4.1 Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law). If you are a New Jersey resident, the limitations in Section 11 specifically do apply to you.

11.4.2 Modern Recovery’s potential liability to you if you are domiciled in Germany is limited as described in Section 12.9 below.

GENERAL

12.1 Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. MODERN RECOVERY IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Site.

12.2 Relationship. At all times, you and Modern Recovery are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Modern Recovery or is otherwise authorized to bind or commit Modern Recovery in any way without Modern Recovery’s prior written authorization.

12.3 Export Control Laws. You acknowledge that the Site, Documentation, and/or Modern Recovery Services and any related products, information, documentation, Software, technology, technical data, and any derivatives thereof, that Modern Recovery makes available (collectively “Excluded Data”), is subject to export control laws and regulations of the United States (including, without limitation, the U.S. Export Administration Act and the sanctions regulations administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)) and other jurisdictions (collectively “Export Laws”). You represent and warrant that you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws (including, without limitation, to any end user in a U.S. embargoed country or territory or an end user included on OFAC’s listing of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List), without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site.

12.4 Assignability. You may not assign your rights or obligations under these Terms without Modern Recovery’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Modern Recovery may freely assign its rights, duties, and obligations under these Terms.

12.5 Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Modern Recovery Services will be effective only if it is in writing and sent using: (a) the Modern Recovery Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in Customer’s registration information or on the Site for Modern Recovery, with a copy, in the case of Modern Recovery, to support@joinvirgil.com. Modern Recovery may change its address for receipt of notice by notice to the other party through a notice provided in accordance with this Section 12. Notices are deemed given upon receipt if delivered using Modern Recovery Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

12.6 Force Majeure. Except for any payment obligations, neither you nor Modern Recovery will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

12.7 Mandatory Arbitration, Waiver of Class Actions Applicable to Customers.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.7.1 You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 12.7 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.

12.7.2 Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at support@joinvirgil.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and Modern Recovery agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Modern Recovery, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

12.7.3 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims.

12.7.4 Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

12.7.5 Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover to support@joinvirgil.com.

12.7.6 Fees & Costs. If your claim(s) total is less than US $5,000.00, then: (a) you may choose whether your participation in the arbitration will be conducted on the basis of documents provided to the arbitrator, through a telephonic hearing or by in-person hearing; (b) Modern Recovery will reimburse your filing fees up to a maximum of US $1,500.00, unless the arbitrator determines that your claims are frivolous; and (c) Modern Recovery will not seek attorney’s fees and costs, unless the arbitrator determines that your claims are frivolous. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

12.7.7 No Jury Trial. The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

12.7.8 Venue. Arbitration shall be initiated and take place in New York, New York, United States, and you and Modern Recovery agree to submit to the personal jurisdiction of any federal or state court in, New York, New York in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

12.7.9 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MODERN RECOVERY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

12.7.10 Exception: Litigation of Intellectual Property. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

12.7.11 Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.

12.8 Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and Modern Recovery regarding the Modern Recovery Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Modern Recovery Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Modern Recovery hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer and conditions assent solely based on these Terms and conditions of these Terms as offered by Modern Recovery. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.

12.9 Limitations on Liability for Customers Domiciled in Germany. The provisions of this Section 12.9 apply only to Customers who are domiciled in Germany when entering into these Terms.

12.9.1 Modern Recovery shall be fully liable for intentional and gross negligence, as well as for any damages arising from injury to life, body or health caused by Modern Recovery or any Modern Recovery Group Company.

12.9.2 In the case of slight negligence, Modern Recovery shall be liable only for breach of a material obligation (“Cardinal Duty”). A Cardinal Duty in the meaning of this Section 12.9 is an obligation, the fulfillment of which is essential to the performance of these Terms and on the fulfillment of which the contracting party may therefore rely.

12.9.3 In accordance with Section 12.9.2 above, Modern Recovery shall not be liable for any lack of economic results, loss of profit or indirect damages.

12.9.4 Liability in the meaning of Sections 12.9.2 and 12.9.3 above is limited to typical, foreseeable damages.

12.10 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and Modern Recovery agree that Modern Recovery is the proponent of these Terms. Notwithstanding Customer’s and Modern Recovery’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in New York, NY, as necessary to protect the party's rights or property pending the completion of arbitration. Customer and Modern Recovery submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New York, New York, U.S.A.

12.11 Language and Translations. Modern Recovery may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

12.12 Waiver. The waiver by either you or Modern Recovery of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

12.13 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

12.14 How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact Modern Recovery at support@joinvirgil.com. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

DEFINITIONS

“Cardholder Data” means individual credit and debit card account numbers or related data.

“Modern Recovery Payments” means the feature of Modern Recovery Services designed to collect payment information for the purpose of payment processing.

“Payment Applications” refers broadly to all supported payment applications, gateways, processors and service providers that store, process, or transmit cardholder data as part of authorization or settlement, where these payment applications are sold, distributed, or licensed to Customer by third parties.

“Payment Card Brands” means American Express, Discover, MasterCard, and Visa.

“Signer” means the person that uses Modern Recovery Payments to make a payment transaction that results in the debiting or charging of an amount to such person’s payment instrument and the crediting of funds to Customer.

PAYMENTS

2.1 Modern Recovery Payments is a Modern Recovery Service based in and provided from the United States that helps facilitate communication between Customer, Customer’s Authorized Users, and Payment Applications service providers regarding payments and payment processing.

2.2 During the Term, and subject to compliance with the terms and conditions of this Service Attachment, Customer with a Modern Recovery Payments-enabled Account for Modern Recovery, and Customer’s Authorized Users, will have the right to access and use Modern Recovery Payments within such Account in accordance with the Terms for Customer’s personal purposes.

2.3 To facilitate payments through a third-party Payment Application, Customer will be required to provide Modern Recovery with certain Customer Data, including, specifically, information that allows Modern Recovery to: (a) transmit Customer’s identifying information to a Payment Application; (b) if applicable, receive appropriate payment authorization from a Payment Application; and (c) collect any other information that Customer or Payment Application requires of Modern Recovery in order to facilitate payment processing. Customer authorizes Modern Recovery to store, process, and transmit Customer Data as necessary for a Payment Application to facilitate payment processing between Customer and a third party designated by Customer. Unless otherwise provided in the applicable Service Schedule for Modern Recovery Signature, Modern Recovery Payments will temporarily store information received from Customer, such as account information for a Payment Application, only for the purpose of facilitating the payment processing.

2.4 The payment processing facilitated through Modern Recovery Payments is communication activities between Customer and a third party and/or Customer and a Payment Application, and not with Modern Recovery or any of its Affiliates. Payment Applications are operated by third-party independent organizations and not agents, employees, or subcontractors of Modern Recovery. Modern Recovery does not control the payment methods made available by the Payment Applications through Modern Recovery Signature nor the products or services that are sold or purchased by Customer. At no time does Modern Recovery receive or hold payments or value for any party when Modern Recovery Payments is used to facilitate communication of payment processing requests. Customer acknowledges and agrees that Modern Recovery cannot ensure that a Signer or third party will complete a payment processing or that it is authorized to do so.

ADDITIONAL CUSTOMER RESPONSIBILITIES

3.1 Modern Recovery’s provision of the Modern Recovery Payments is conditioned on Customer’s acknowledgment of and agreement to the following:

(a) Customer is solely responsible for registering and maintaining an account with Payment Applications in order to receive payment and other services that may be necessary to use Modern Recovery Payments;

(b) Customer is solely responsible for complying with: (i) all laws applicable to the payment processing conducted by Customer via Modern Recovery Payments; (ii) standards set forth by the Payment Card Brands; and (iii) all terms of use or other terms and conditions between Customer and Payment Applications;

(c) Customer is solely responsible for the acts and omissions of its Authorized Users in relation to their use of Modern Recovery Payments and for ensuring that such use complies with the terms of the Agreement;

(d) Customer has exclusive control over and responsibility for the content, quality, and format of any transaction it submits to be processed by Modern Recovery Payments. Nothing in this Service Attachment may be construed to make Modern Recovery a party to any transaction processed by Modern Recovery Payments, and Modern Recovery makes no representation or warranty regarding the transactions sought to be affected by Customer’s use of Modern Recovery Payments; and

(e) Customer is solely responsible for any and all disputes with any Payment Applications or Signers related to or in connection with a payment processing sought to be facilitated via Modern Recovery Payments, including, but not limited to: (i) chargebacks; (ii) products or services not received; (iii) return of, delayed delivery of, or cancelled products or services; (iv) cancelled transactions; (v) duplicate transactions or charges; (vi) electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances; and (vii) amount of time to complete payment processing.

3.2 Customers are responsible for compliance with the Payment Card Industry Data Security Standard, developed and published jointly by the Payment Card Brands for protecting Cardholder Data as it relates to their payment processes and use of Cardholder Data and as it may be updated from time-to-time.

THIRD PARTY CLAIMS

In addition to the third party claims obligations and subject to the indemnification procedures under the Terms, Customer will indemnify Modern Recovery’s and its Affiliates’ Indemnified Parties from, and defend the Indemnified Parties against, any Claim to the extent arising from or related to: (a) improper use of Modern Recovery Payments by Customer or its Authorized Users, or Signers; (b) any breach by Customer of its obligations hereunder; (c) the nature and content of all Cardholder Data or any related data thereto provided by Customer, its Authorized Users, or Signers through use of Modern Recovery Payments; (d) violation of any law or the rights of a third party by Customer through its use of Modern Recovery Payments and/or the actions or inactions of any third party to whom Customer grants permissions to use Customer’s Account or access Modern Recovery Payments on Customer’s behalf; and (e) the terms of an agreement between Customer and a Signer, or Customer and a Payment Application.