EPHY Terms of Service

EPHY Online Terms of Service

Last Updated: 27/2/2024

‍These Terms of Service (“Terms”) apply to your access to and use of (a)the website located at www.ephy.io and all associated web pages, websites and corresponding social media pages, (b) any web pages, websites and corresponding social media pages (including all content therein) that directly reference these Terms, (c) the Community (as defined below), and (d) the EPHY APIs (as defined below) ((a)-(d) collectively, the “Sites”) provided by EPHY, Inc., its subsidiaries and affiliates (each “EPHY”,“we”, “us”  or “our”).

‍By checking a box agreeing to these Terms or by using our Sites, you agreeto these Terms, including the mandatory arbitration provision and class actionwaiver in Section 14. If you do not agree to these Terms, do not use our Sites.

‍We may supply different or additional terms, conditions, guidelines, policies, or rules in relation to some of our Sites or EPHY products or services made available on or through our Sites (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Sites and are hereby incorporated herein, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. 

The Supplemental Terms include our: Paid Offering Terms (solely when you access or use Paid Offerings (as defined below) EPHY API Terms (solely when you access or use the EPHY APIs, as defined below). We may also make changes to these Terms from time to time.  The “LastUpdated” legend above indicates when these Terms were last changed. If we make future changes,  the updating of the date at the top of theseTerms will serve as notice to you of the changes. It is your responsibility to check these Terms periodically for changes. Unless we say otherwise, the amended Terms will be effective immediately, and your continued use of our Sites will confirm your acceptance of the changes. If you do not agree to thea mended Terms, you must stop using our Sites. 

‍1. Eligibility
‍You must be at least sixteen (16) years old to use our Sites.  If you use our Sites on behalf of another person or entity, (a) all references to“you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s orentity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.  If you are a parent or legal guardian of a user under the age of 18 (or the age oflegal majority), you will be fully responsible for the acts or omissions of such user in relation to our Sites.

‍2. Prohibited Conduct and Content
‍In connection with using our Sites, you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Sites. This includes, but is not limited to, you agreeing you will not: Engage in any harassing, threatening, intimidating, predatory or stalking conduct; Use or attempt to use     another user’s account or information, share your log-in information, or     otherwise allow any other person or entity to use your account, without     authorization from that user and EPHY; Impersonate or post on     behalf of any person or entity you are not authorized to represent, or     otherwise misrepresent your affiliation with a person or entity; Sell, resell or     commercially use our Sites except where expressly permitted; Copy, reproduce,     distribute, publicly perform or publicly display all or portions of our     Sites, except as expressly permitted by us or our licensors; Modify our Sites,     remove any proprietary rights notices or markings, or otherwise make any     derivative works based upon our Sites; Use our Sites other     than for their intended purpose; Use our Sites in any     manner that could interfere with, disrupt, negatively affect or inhibit     other users from fully enjoying our Sites or the EPHY Service or that     could damage, disable, overburden or impair the functioning of our Sites     or the EPHY Service in any manner; Use our Sites in any     manner that, in our sole discretion, circumvents the ordinary use or     operation of the EPHY Service or EPHY APIs, disrupts our pricing structure     or ability to provide products, services or support to our customers, or     directly competes with any EPHY product or offering; Reverse engineer any     aspect of our Sites or do anything that might discover source code or     bypass or circumvent measures employed to prevent or limit access to any     part of our Sites; Use any data mining,     robots or similar data gathering or extraction methods designed to scrape     or extract data from our Sites;  Develop or use any     applications that interact with our Sites without our prior written     consent; Send, distribute or     post spam, unsolicited or bulk commercial electronic communications, chain     letters, or pyramid schemes; Link to any online     portion of the Sites in a manner that damages or exploits our reputation     or suggests any form of association, approval, or endorsement by us; Bypass or ignore     instructions contained in our robots.txt file; or Use our Sites for any     illegal or unauthorized purpose, or engage in, encourage or promote any     activity that violates these Terms.

‍3. Ownership; Limited License
‍The Sites, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by EPHY or our licensors and are protected under both domestic and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Sites are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Sites for your own personal use. Any use of the Sites other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
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4. Trademarks
‍EPHY and our logos, our product or service names, our slogans and the look and feel of the Sites are trademarks of EPHY and may not be copied, imitated or used, in whole or in part.  All other trademarks, registered trademarks, product names and company names or logos mentioned on the Sites are the property of their respective owners.Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.  

‍5. Repeat Infringer Policy; Copyright Complaints
‍In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriatecircumstances, the accounts of users who repeatedly infringe the intellectualproperty rights of others. If you believe that anything on our Sites infringesany copyright that you own or control, you may notify EPHY’s designated agent.

‍6. Accounts
‍You must provide accurate account information and promptly update thisinformation if it changes, and you hereby agree to receive emails, SMSmessages, and other types of communication from EPHY using the email address orother contact information that you provide in connection with your account. Youmust maintain the security of your account and promptly notify us if youdiscover or suspect that someone has accessed your account without your permission.You may not share your account information or credential with any other personor entity, and may not permit any other person or entity to use your accountinformation or credentials. You are solely responsible for all activityperformed under your account. We reserve the right to reject, require that youchange or reclaim usernames, including trademark rights, in those usernames.You agree that in the event of your death, incapacity or unavailability, we mayterminate any rights to your account or User Content (as defined herein), asapplicable.

‍7. Feedback
‍You may voluntarily post, submit or otherwise communicate to us anyquestions, comments, suggestions, ideas, original or creative materials orother information about EPHY or our Sites (collectively, “Feedback”). Youunderstand that we may use such Feedback for any purpose, commercial orotherwise, without acknowledgment or compensation to you, including to develop,copy, publish, or improve the Feedback or to improve or develop new products,services, or the Sites in EPHY’s sole discretion. EPHY will exclusively own allimprovements to, or new, EPHY products, services, or Sites based on anyFeedback. You understand that EPHY may treat Feedback as nonconfidential.

‍8. Third-Party Content
‍We may provide information about or links to third-party products,services, activities or events, or we may allow third parties to make theircontent and information available on or through the Sites (collectively,“Third-Party Content”). We may provide Third-Party Content as a service tothose interested in such content. Your dealings or correspondence with thirdparties and your use of or interaction with any Third-Party Content are solelybetween you and the third party. EPHY does not control or endorse anyThird-Party Content, and makes no representations or warranties regarding, anyThird-Party Content, including the accuracy, validity, timeliness,completeness, reliability, integrity, quality, legality, usefulness or safetyof Third-Party Content.  Your access to and use of such Third-PartyContent is at your own risk and may be subject to additional terms, conditions,guidelines, policies, or rule (including terms of service or privacy policiesof the providers of such Third-Party Content).

‍9. Credentialing
‍In EPHY’s sole discretion, you may be offered credentials in the form ofa digital badge and/or electronic certificate(s) in connection with your use ofthe Sites. You acknowledge and agree that the provision of such credentialsdoes not constitute any contractual relationship or guarantee between theparties, including but not limited to an offer of employment by EPHY or anyother third party. Your use of any such credentials shall comply with the termsprovided with such credential.

‍10. Indemnification
‍To the fullest extent permitted by applicable law, you will indemnify,defend and hold harmless EPHY and our subsidiaries and affiliates, and each ofour and their respective officers, directors, agents, partners and employees(individually and collectively, the “EPHY Parties”) from and against anylosses, liabilities, claims, demands, damages, expenses or costs (“Claims”)arising out of or related to (a) your access to or use of the Sites or anycontent you provide thereon or therein; (b) sharing your login credentials forthe Sites without EPHY’s authorization; (c) your Feedback; (d) yourviolation of these Terms; (e) your violation, misappropriation or infringementof any rights of another (including intellectual property rights or privacyrights); or (f) your conduct in connection with the Sites. You agree topromptly notify the EPHY Parties of any Claims, cooperate with the EPHY Partiesin defending such Claims and pay all fees, costs and expenses associated withdefending such Claims (including attorneys' fees). You also agree that the EPHYParties will have control of the defense or settlement, at EPHY's sole option,of any Claims. This indemnity is in addition to, and not in lieu of, any otherindemnities set forth in a written agreement between you and any of the EPHYParties.

‍11. Disclaimers

Your use of our Sites is at your sole risk. Except as otherwise providedin a writing by us and to the fullest extent permitted under applicable law,our Sites and any content therein  are provided “as is” and “as available”without warranties of any kind, either express or implied. EPHY disclaims allwarranties with respect to the Sites and any content therein, including impliedwarranties of merchantability, fitness for a particular purpose, title, andnon-infringement. In addition, EPHY does not represent or warrant that ourSites are accurate, complete, reliable, current, free of viruses or otherharmful components or content, or error-free or that access to the Sites willbe uninterrupted. You assume the entire risk as to the quality and performanceof the Sites.

12.  Limitation of Liability
(a)   To the fullest extent permitted by applicable law, the EPHYParties will not be liable to you under any theory of liability—whether basedin contract, tort, negligence, warranty, or otherwise—for any indirect,consequential, incidental, or special damages or lost profits, even if EPHY orthe other EPHY Parties have been advised of the possibility of such damages.
(b)   The total liability of the EPHY Parties for any claimarising out of or relating to these Terms or our Sites, regardless of the formof the action, is limited to $100.
(c)   The limitations set forth in this Section 12 (Limitationof Liability) will not limit or exclude liability of the EPHY Parties for anymatters in which liability cannot be excluded or limited under applicable law.Additionally, some jurisdictions do not allow the exclusion or limitation ofincidental or consequential damages, so the limitations or exclusions ofsection 12(a) may not apply to you.

13.  Release
‍To the fullest extent permitted by applicable law, you forever releaseand discharge EPHY and the other EPHY Parties from any and all responsibility,liability, claims, demands, causes of action, and/or damages (actual andconsequential) of every kind and nature, known and unknown (including claims ofnegligence), arising out of or related to disputes between users and the actsor omissions of third parties. If you are a consumer who resides in California,you hereby waive your rights under California Civil Code § 1542, whichprovides:“A general release does not extend to claims that the creditor orreleasing party does not know or suspect to exist in his or her favor at thetime of executing the release and that if known by him or her, would havematerially affected his or her settlement with the debtor or released party.”

14. Processing Data
‍For information about how we collect, use, share and otherwise processinformation about you, please see our Privacy Statement. Our Privacy Statement does not constituteSupplemental Terms.

‍15. Promotions
‍Any sweepstakes, contests, raffles, surveys, games or similar promotions(collectively, “Promotions”) made available through the Sites may be governedby rules that are separate from these Terms. If you participate in anyPromotions, please review the applicable rules, as well as please see ourPrivacy Statement. If the rules for a Promotion conflict with these Terms, thePromotion rules will govern.

‍16. Governing Law; Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND EPHY TOARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CANSEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND EPHY FROM SUING INCOURT OR HAVING A JURY TRIAL. YOU AND EPHY AGREE THAT ARBITRATION WILL BESOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ORANY OTHER KIND OF REPRESENTATIVE PROCEEDING. EPHY AND YOU ARE EACH WAIVING THERIGHT TO TRIAL BY A JURY.IF YOU ARE A CONSUMER (AS DEFINED BELOW), FOLLOW THE INSTRUCTIONS BELOWIF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUALBASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDERTHIS ARBITRATION AGREEMENT.

‍(a)   Informal Dispute Resolution Prior to Arbitration.  For any dispute or claim that you have against EPHY,that EPHY has against you or that you have, or EPHY has, in each case relatingin any way to these Terms or the Sites, or any aspect of the relationshipbetween you and EPHY as relates to these Terms or the Sites (collectively,“Claims” and each a “Claim”), you and EPHY agree to attempt to first resolvethe Claim informally via the following process. If you assert a Claim against EPHY, you will first contact EPHY by sending a written notice of your Claim(“Claimant Notice”) to EPHY, attention of the General Counsel, by certifiedmail addressed to the appropriate address identified below with a copy sent byemail to support@ephy.io. The Claimant Notice must (i) include your name,residence address, email address, and telephone number; (ii) describe thenature and basis of the Claim; and (iii) set forth the specific relief sought.If EPHY asserts a Claim against you, EPHY will first contact you by sending awritten notice of EPHY’s Claim (“EPHY Notice”) to you via email to the primary email address associated with your Account. The EPHY Notice must (i) includethe name of a EPHY contact and the contact’s email address and telephonenumber; (ii) describe the nature and basis of the Claim; and (iii) set forththe specific relief sought.  If you and EPHY cannot reach an agreement toresolve the Claim within thirty (30) days after you or EPHY receives such aNotice, then either party may submit the Claim to binding arbitration as setforth below. The statute of limitations and any filing fee deadlines shall betolled for thirty (30) days from the date that either you or EPHY first send aClaimant Notice or a EPHY Notice, so that the parties can engage in thisinformal dispute-resolution process.

‍EPHY Mailing addresses for Claimant Notice

‍For users accessing the Sites:
EPHY
Seattle
support@ephy.io


(b)   Claims Subject to Binding Arbitration; Exceptions. Except for (i) small claims disputes in which you or EPHY seek to bring anindividual action in small claims court located in the county of your billingaddress or (ii) any disputes exclusively related to the intellectual propertyor intellectual property rights of you or EPHY, including any disputes in whichyou or EPHY seek injunctive or other equitable relief for the alleged unlawfuluse of your or EPHY’s intellectual property or other infringement of your or EPHY’sintellectual property rights (“IP Claims”), all Claims, whether based incontract, tort, statute, fraud, misrepresentation, or any other legal theory,including Claims that are not related to intellectual property or intellectualproperty rights but are jointly filed with IP Claims, that are not resolved inaccordance with Section 14(a) will be resolved by a neutral arbitrator throughfinal and binding arbitration instead of in a court by a judge or jury. SuchClaims include, without limitation, disputes arising out of or relating tointerpretation or application of this arbitration provision, including theenforceability, revocability, or validity of the arbitration provision or anyportion of the arbitration provision. The arbitrator will have the authority togrant any remedy or relief that would otherwise be available in court.(

c)   Federal Arbitration Act.  These Termsaffect interstate commerce, and the enforceability of this Section will besubstantively and procedurally governed by the Federal Arbitration Act, 9U.S.C. § 1, et seq. (the “FAA”), to the extent permitted by law. As limited bythe FAA, these Terms, and the AAA Rules, the arbitrator will have exclusiveauthority to make all procedural and substantive decisions regarding anydispute and to grant any remedy that would otherwise be available in court,including the power to determine the question of arbitrability.

(d)  Arbitration Procedure (Consumers and Businesses). All Claims must be submitted to the American Arbitration Association (the“AAA”) and will be resolved through binding arbitration before one arbitrator.The AAA administers arbitration pursuant to the due process standards set forthby the AAA and rules set forth by the AAA.  Such rules differ if you are aconsumer or a business as further described below:●      If you are an individual using the Sitesfor your personal or household use, you are a “Consumer”, and the then-currentversion of the AAA’s Consumer Arbitration Rules, which are available on theAAA’s website (adr.org), as amended by these Terms as follows, will apply toany arbitration between you and EPHY:
1.  YOU AND EPHY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILLTAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND EPHY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitrationand, except as described below for the additional procedures to govern iftwenty-five (25) or more similar or coordinated claims are asserted against EPHYor you by the same or coordinated counsel, may not consolidate more than oneindividual’s claims, preside over any type of class or representativeproceeding, or preside over any proceeding involving more than one individual.
2. For any arbitration you initiate, you will pay the consumer filingfee, and EPHY will pay the remaining AAA fees and costs. For any arbitrationinitiated by EPHY, EPHY will pay all AAA fees and costs.
3. For all arbitrations where the Claims asserted are $25,000 orless, the arbitration shall be resolved according to the AAA’s Procedures forthe Resolution of Disputes through Document Submission, and for all otherarbitrations the following procedure will apply: (i) the arbitrator willconduct hearings, if any, by teleconference or videoconference, rather than bypersonal appearances, unless the arbitrator determines upon request by you orby us that an in-person hearing is appropriate; (ii) any in-person appearanceswill be held at a location that is reasonably convenient to both parties withdue consideration of their ability to travel and other pertinent circumstances,and (iii) if the parties are unable to agree on a location, such determinationwill be made by the AAA or by the arbitrator.
4. If you or EPHY submits a dispute to arbitration and thearbitrator orders any exchange of information, you and EPHY agree to cooperateto seek from the arbitrator protection for any confidential, proprietary, tradesecret, or otherwise sensitive information, documents, testimony, and/or othermaterials that might be exchanged or the subject of discovery in the arbitration.You and EPHY agree to seek such protection before any such information,documents, testimony, and/or materials are exchanged or otherwise become thesubject of discovery in the arbitration. 
5. In addition, the provisions of Federal Rule of Civil Procedureshall apply and be enforced by the arbitrator.
6. The arbitrator’s decision will follow these Terms and will befinal and binding. The arbitrator will have authority to award temporary,interim or permanent injunctive relief or relief providing for specificperformance of these Terms, but only to the extent necessary to provide reliefwarranted by the individual claim before the arbitrator. The award rendered bythe arbitrator may be confirmed and enforced in any court having jurisdictionthereof. Notwithstanding any of the foregoing, nothing in these Terms willpreclude you from bringing issues to the attention of federal, state or localagencies and, if the law allows, they can seek relief against us for you.
7. The  AAA Supplementary Rules for Multiple Case Filings andthe AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five(25) or more similar claims are asserted against EPHY or against you by thesame or coordinated counsel or are otherwise coordinated. In addition to theapplication of the AAA Supplementary Rules for Multiple Case Filings and theAAA Multiple Consumer Case Filing Fee Schedule, you and EPHY understand andagree that, when twenty-five (25) or more similar claims are asserted against EPHYor you by the same or coordinated counsel or are otherwise coordinated,resolution of your or EPHY’s Claim might be delayed. For such coordinatedactions, you and EPHY also agree to the following coordinated bellwetherprocess:
●  Counsel for the claimants and counsel for EPHY shall each selectten (10) cases (per side) to proceed first in individual arbitrationproceedings. The remaining cases shall be deemed filed for purposes of thestatute of limitations but not for the purpose of assessing AAA fees. No AAAfees shall be assessed in connection with those cases until they are selectedto proceed to individual arbitration proceedings as part of a bellwetherprocess. If the parties are unable to resolve the remaining cases after theconclusion of the initial twenty (20) proceedings, each side shall selectanother ten (10) cases (per side) to proceed to individual arbitrationproceedings.
●  A single arbitrator shall preside over each case. Only one casemay be assigned to each arbitrator as part of a bellwether process unless theparties agree otherwise.
●  This bellweather process shall continue, consistent with theparameters identified above, until all the claims included in these coordinatedfilings, including your case, are adjudicated or otherwise resolved.
●  The statute of limitations and any filing fee deadlines shall betolled for claims subject to this bellweather process from the time the firstcases are selected for a bellwether process until the time your or EPHY’s caseis selected for a bellwether process, withdrawn, or otherwise resolved.
●  A court shall have authority to enforce this paragraph and, ifnecessary, to enjoin the mass filing or prosecution of arbitration demandsagainst EPHY or you.    
●      If you are NOT a “Consumer” (as definedabove), you are a “Business” and the then-current version of the AAA’sCommercial Arbitration Rules and Mediation Procedures, which are available onthe AAA’s website (adr.org), as amended by these Terms as follows, will applyto any arbitration between you and EPHY:

1. YOU AND EPHY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKEPLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOTPERMITTED, AND YOU AND EPHY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATEIN A CLASS ACTION.  The arbitrator may conduct only an individualarbitration and, except as described below for the additional procedures togovern if twenty-five (25) or more similar or coordinated claims are assertedagainst EPHY or you by the same or coordinated counsel, may not consolidatemore than one individual’s claims, preside over any type of class orrepresentative proceeding, or preside over any proceeding involving more thanone individual.
2. Any in-person appearances will be held in KingCounty, WA, U.S.A.
3. The arbitrator’s decision will follow these Terms and will befinal and binding. The arbitrator will have authority to award temporary,interim or permanent injunctive relief or relief providing for specificperformance of these Terms, but only to the extent necessary to provide reliefwarranted by the individual claim before the arbitrator. The award rendered bythe arbitrator may be confirmed and enforced in any court having jurisdictionthereof. Notwithstanding any of the foregoing, nothing in these Terms willpreclude you from bringing issues to the attention of federal, state or localagencies and, if the law allows, they can seek relief against us for you.
4. You and EPHY agree to cooperate to seek from the arbitratorprotection for any confidential, proprietary, trade secret, or otherwisesensitive information, documents, testimony, and/or other materials that mightbe exchanged or the subject of discovery in the arbitration. You and EPHY agreeto seek such protection before any such information, documents, testimony,and/or materials are exchanged or otherwise become the subject of discovery inthe arbitration. 
5. In addition, the provisions of Federal Rule of Civil Procedure 68shall apply and be enforced by the arbitrator.
6. The  AAA Supplementary Rules for Multiple Case Filings andthe AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five(25) or more similar claims are asserted against EPHY or against you by thesame or coordinated counsel or are otherwise coordinated. In addition to theapplication of the AAA Supplementary Rules for Multiple Case Filings and theAAA Multiple Consumer Case Filing Fee Schedule, you and EPHY understand andagree that, when twenty-five (25) or more similar claims are asserted against EPHYor you by the same or coordinated counsel or are otherwise coordinated,resolution of your or EPHY’s Claim might be delayed. For such coordinatedactions, you and EPHY also agree to the following coordinated bellwether process:

●  Counsel for the claimants and counsel for EPHY shall each selectten (10) cases (per side) to proceed first in individual arbitrationproceedings . The remaining cases shall be deemed filed for purposes of thestatute of limitations but not for the purpose of assessing AAA fees. No AAAfees shall be assessed in connection with those cases until they are selectedto proceed to individual arbitration proceedings as part of a bellwetherprocess. If the parties are unable to resolve the remaining cases after theconclusion of the initial twenty (20) proceedings, each side shall selectanother ten (10) cases (per side) to proceed to individual arbitrationproceedings.
●  A single arbitrator shall preside over each case. Only one casemay be assigned to each arbitrator as part of a bellwether process unless theparties agree otherwise.
●  This bellweather process shall continue, consistent with theparameters identified above, until all the claims included in these coordinatedfilings, including your case, are adjudicated or otherwise resolved.
●  The statute of limitations and any filing fee deadlines shall betolled for claims subject to this bellweather process from the time the firstcases are selected for a bellwether process until the time your or EPHY’s caseis selected for a bellwether process, withdrawn, or otherwise resolved.
●  A court shall have authority to enforce this paragraph and, ifnecessary, to enjoin the mass filing or prosecution of arbitration demandsagainst EPHY or you.(e)   

‍One Year to Assert Claims. To the extentpermitted by law, any Claim or dispute by you or EPHY arising out of or relatedto these Terms or the Sites, or any aspect of the relationship between you and EPHYas relates to your use of the Sites, in each case other than IP Claims, must befiled within one year after such Claim or dispute arose; otherwise, the claimis permanently barred, which means that you and EPHY will not have the right toassert the claim.
‍(f)    Opting Out of Arbitration (Consumers Only). You have the right to opt out of binding arbitration within 30 days of the dateyou first accepted these Terms by providing us notice of your opt-out via emailat info@hrcopilot.io. In order to be effective, the opt-out noticemust include your full name, and mailing address, and email address and clearlyindicate your intent to opt out of binding arbitration. By opting out ofbinding arbitration, you are agreeing to resolve disputes in accordance withSection 15.
(g)   Rejection of Future Arbitration Changes.  Youmay reject any change we make to Section 14 (except address changes) bypersonally signing and sending us notice within 30 days of the change via emailat support@ephy.io. If you do, the most recent version ofSection 14 before the change you rejected will apply.
(h)  Severability.  If any portion of this Section14 is found to be unenforceable or unlawful for any reason, including but notlimited to because it is found to be unconscionable, (i) the unenforceable orunlawful provision will be severed from these Terms; (ii) severance of theunenforceable or unlawful provision will have no impact whatsoever on theremainder of this Section 14 or the parties’ ability to compel arbitration ofany remaining claims on an individual basis pursuant to this Section 14; and (iii)to the extent that any claims must therefore proceed on a class, collective,consolidated, or representative basis, such claims must be litigated in a civilcourt of competent jurisdiction and not in arbitration. The litigation of thoseclaims will be stayed pending the outcome of any individual claims inarbitration. Further, if any part of this Section is found to prohibit anindividual claim seeking public injunctive relief, that provision will have noeffect to the extent such relief is allowed to be sought out of arbitration,and the remainder of this Section will be enforceable.

‍17. Governing Law
‍Any dispute arising from these Terms and your use of the Sites will begoverned by and construed and enforced in accordance with the laws of the Stateof California, except to the extent preempted by U.S. federal law, withoutregard to conflict of law rules or principles (whether of the State ofCalifornia or any other jurisdiction) that would cause the application of thelaws of any other jurisdiction. If any dispute between the parties is notsubject to arbitration or cannot be heard in small claims court, then the stateand federal courts located in Alameda County, California, will have exclusivejurisdiction. You and EPHY waive any objection to venue in any such courts. Ifyour local law requires that consumer contracts be interpreted subject to locallaw and enforced in the courts of that jurisdiction, this section may not applyto you (but only to the extent that local law conflicts with this section).

‍18. Modifying and Terminating Our Sites
‍Unless otherwise stated, we reserve the right to modify our Sites or tosuspend or stop providing all or portions of our Sites at any time or tocharge, modify or waive any fees required to use the Sites. You also have theright to stop using our Sites at any time. We are not responsible for any lossor harm related to your inability to access or use our Sites.

‍19.  Severability
‍If any provision or part of a provision of these Terms is unlawful, voidor unenforceable, that provision or part of the provision is deemed severablefrom these Terms and does not affect the validity and enforceability of anyremaining provisions.

‍20. Export Control
‍You are responsible for complying with the export laws and regulationsof the United States and other applicable jurisdictions. Without limiting thegenerality of the foregoing, you represent, warrant, and covenant that you arenot: (1) located in, or a resident or a national of, any country subject to aU.S. government embargo; (2) listed on any U.S. government list of prohibitedor restricted parties; or (3) engaged in activities directly or indirectlyrelated to proliferation of weapons of mass destruction.

‍21. Miscellaneous
‍(a)   The failure of EPHY to exercise or enforce any right orprovision of these Terms will not operate as a waiver of such right orprovision. These Terms (including any Supplemental Terms) reflect the entireagreement between the parties relating to the subject matter hereof andsupersede all prior agreements, representations, statements and understandingsof the parties. The section titles in these Terms are for convenience only andhave no legal or contractual effect. Use of the word “including” will beinterpreted to mean “including without limitation.” Except as otherwiseprovided herein, these Terms are intended solely for the benefit of the partiesand are not intended to confer third-party beneficiary rights upon any otherperson or entity. You agree that communications and transactions between us maybe conducted electronically..(b)   If you have a question or complaint regarding the Sites,please contact us. Please notethat e-mail communications will not necessarily be secure; accordingly, youshould not include credit card information or other sensitive information inyour e-mail correspondence with us. Further, under California Civil CodeSection 1789.3, California consumers are entitled to the following specificconsumer rights notice: The Complaint Assistance Unit of the Division ofConsumer Services of the California Department of Consumer Affairs may becontacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento,California 95834, or by telephone at 1 (800) 952-5210.

‍Supplemental Terms
‍The following are Supplemental Terms (as defined in the EPHY OnlineTerms of Service) and apply together with the EPHY Online Terms of Service toyour access and use of certain Sites or EPHY products or services madeavailable on or though the Sites. Capitalized terms used in these SupplementalTerms which are not otherwise defined have the meanings given to them in the EPHYOnline Terms of Service.

‍1. EPHY Community TermsThe following terms (the “EPHY Community Terms”) applysolely to access to and use of the EPHY Community and all associated services,webpages, and websites (“Community”).
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(a)  Eligibility. If you use our Community onbehalf of another person or entity, (i) all references to “you” throughoutthese Community Terms will include that person or entity, (ii) you representthat you are authorized to accept these Terms on that person’s or entity’sbehalf, and (iii) in the event you or the person or entity violates theseCommunity Terms, the person or entity agrees to be responsible to us.
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(b)  User Content.  Our Community may allowyou and other users to create, post, store and share content, includingmessages, text, photos, videos, software and other materials (collectively,“User Content”), and you may make available certain User Content through or inconnection our interactive Community, such as message boards and other forums,and chatting, commenting and other messaging functionality. Except for thelicense you grant below, as between you and EPHY, you retain all rights in andto your User Content, excluding any portion of the Sites included in your UserContent.  i. You grant EPHY and its subsidiaries and affiliates a perpetual,irrevocable, nonexclusive, royalty-free, worldwide, fully paid, andsublicensable (through multiple tiers) license to use, reproduce, modify,adapt, publish, translate, create derivative works from, distribute, publiclyor otherwise perform and display, and exploit your User Content and any name,username or likeness provided in connection with your User Content in all mediaformats and channels now known or later developed without compensation to youor any third party. When you post or otherwise share User Content on or throughour Community, you understand that your User Content and any associatedinformation (such as your username or profile photo) may be visible to others. EPHYhas no control over and is not responsible for any use or misuse (including anydistribution) by any third party of User Content. If you choose to makeany of your personally identifiable or other information publicly availablethrough the Community, you do so at your own risk.ii. You represent and warrant that your User Content, and our use ofsuch content as permitted by these Terms, will not violate any rights of orcause injury to any person or entity. You further irrevocably waive any “moralrights” or other rights with respect to attribution of authorship or integrityof materials regarding User Content that you may have under any applicable lawunder any legal theory.iii. You may also post or otherwise share only User Content that isnonconfidential and that you have all necessary rights to disclose. You may notcreate, post, store or share any User Content for which you do not have allrights necessary to grant us the license described above or that:▪ Is unlawful, libelous, defamatory, obscene, pornographic, indecent,lewd, suggestive, harassing, threatening, invasive of privacy or publicityrights, abusive, inflammatory or fraudulent;▪  Would constitute, encourage or provide instructions for acriminal offense, violate the rights of any party or otherwise create liabilityor violate any local, state, national or international law;▪  May infringe any patent, trademark, trade secret, copyright,moral right or other intellectual or proprietary right of any party;▪  Contains or depicts any statements, remarks or claims that donot reflect your honest views and experiences;▪  Impersonates, or misrepresents your affiliation with, any personor entity;▪  Contains any unsolicited promotions, political campaigning,advertising or solicitations;▪  Contains any private or personal information of a third partywithout such third party’s consent or contains your private or personalinformation;▪  Contains any malware, viruses, corrupted data or other harmful,disruptive or destructive files or content; or▪  In our sole judgment, is objectionable, restricts or inhibitsany other person from using or enjoying our Community, or may expose EPHY orothers to any harm or liability of any type.iv.  Enforcement of this Section 1(c) is solely at EPHY’sdiscretion, and failure to enforce this section in some instances does notconstitute a waiver of our right to enforce it in other instances. In addition,this Section 1(c) does not create any private right of action on the part ofany third party or any reasonable expectation that the Community will notcontain any content that is prohibited by such rules or that objectionablematerial will be promptly removed after it has been posted. v. We do not undertake to review all User Content, and we expresslydisclaim any duty or obligation to undertake any monitoring or review of anyUser Content. Although we have no obligation to screen, edit or monitor UserContent, we may:▪ delete or remove User Content or refuse to post any User Content atany time and for any reason with or without notice, including withoutlimitation for any violations of applicable law or these Terms;▪ terminate or suspend your access to all or part of the Community ifyour User Content violates applicable law or these Terms;▪ take any action with respect to your User Content that is necessary orappropriate, in EPHY’s sole discretion, to ensure compliance with applicablelaw and these Terms or to protect any third-party rights, including third-partyintellectual property and privacy rights (e.g., providing information regardingyou to copyright owners in furtherance of Digital Millennium Copyright Acttakedown requests); and▪ cooperate fully with any law enforcement authorities or court orderrequesting or directing us to disclose the identity or other information ofanyone posting any materials on or through the Community.

(c)   Confidentiality. 
‍EPHY may provide toyou certain information that (a) is marked or declared “Confidential” or“Proprietary” or in some other manner to indicate its confidential nature or(b) based upon the facts and circumstances of the disclosure, is informationthat a reasonable person would consider confidential or proprietary(“Confidential Information”).  “Confidential Information” does not includeany information that (i) was publicly available prior to the time of disclosureby EPHY, (ii) becomes publicly available after disclosure by EPHY to youthrough no action or inaction by you, (iii) is already in the lawful possessionof you at the time of disclosure, (iv) is obtained by you from a third partywithout a breach of such third party’s obligations of confidentiality, or (v)is independently developed by you without use of or reference to EPHY’sConfidential Information. You will use EPHY’s Confidential Information only asnecessary to use the Services provided under these Terms and will usereasonable care to protect EPHY’s Confidential Information from being disclosedto persons other than, as applicable, your employees, affiliates, contractors,agents, or professional advisors who need to know it and who have a legalobligation to keep it confidential. Your disclosure of EPHY’s ConfidentialInformation pursuant to law or a judicial or administrative order will not bedeemed to be a breach of this Agreement, if you (A) provide timely writtennotice of such disclosure requirement to EPHY (if permitted to do so underapplicable law), and (B) reasonably cooperate, at your expense, with EPHY’sefforts to limit the scope of such disclosure.2.  Paid Offering TermsThe following terms (the “Paid Offerings Terms”) areSupplemental Terms and apply solely to products or services that are madeavailable for purchase through our Sites (“Paid Offerings”):(a)   Transactions. By purchasing a PaidOffering through our Sites (a “Transaction”), you represent thatthe applicable Paid Offerings will be used only in a lawful manner.(b)   Eligibility. To complete your purchase,you must have a valid billing and shipping address within a country that can beselected for the billing and shipping addresses as part of the checkout processon the Sites (the “Territory”). We make no promise that PaidOfferings available on the Sites are appropriate or available for use inlocations outside the Territory.(c)   Restrictions. You may only purchase PaidOfferings for personal use by either yourself or your intended recipient of thePaid Offerings. The Paid Offerings are not authorized for resale. We may placea limit on the quantities that may be purchased per order, per account, perpayment card, per person, or per household. We reserve the right, without priornotice, to refuse service to any customer or reject any order at any time andrefund any money you have paid for such order.(d)   Paid Offering Listings. We may makeavailable listings, descriptions and images of our Paid Offerings or relatedcoupons or discounts through our Sites (“Listings”). We attempt to ensure thatany such Listings are complete, accurate, and current, but despite our efforts,the Listings may occasionally be inaccurate, incomplete, or out of date. Wemake no representations as to the completeness, accuracy, reliability, validityor timeliness of any Listings (including any features, specifications and pricescontained therein). The Listings and the availability of any Paid Offering(including the validity of any coupon or discount) are subject to change at anytime without notice.(e)   Price. Prices shown on the Sites exclude alltaxes, as applicable. Applicable taxes will be added to the amount of yourpurchase and itemized on the check-out page. You will have an opportunity toreview taxes and delivery costs before you confirm your purchase. All prices onthe Sites are subject to change at any time without notice.(f)   Payment. If you wish to make aTransaction, you may be asked to supply certain relevant information to us orour payment processors, such as your payment card number and its expirationdate, your billing address and your shipping information. You represent and warrantthat you have the right to use any payment card that you submit in connectionwith a transaction. By submitting such information to us, as applicable, yougrant to us the right to provide such information to third parties for purposesof facilitating Transactions. Verification of information may be required priorto the acknowledgment or completion of any Transaction. You agree to pay allcharges incurred by you or on your behalf through the Services, at the pricesin effect when such charges are incurred, including all taxes and shipping andhandling charges applicable to your Transactions. In the event legal action isnecessary to collect on balances due, you will reimburse us and our vendors oragents for all expenses incurred to recover sums due, including attorneys’ feesand other legal expenses. Notwithstanding any amounts owed to EPHY hereunder, EPHYdoes not process payment for any products or services. To facilitate paymentfor the Paid Offering via payment card, we use payment processors.(g)   Order Confirmation; Acceptance. Youwill have the opportunity to review and confirm your order, including deliveryaddress, payment method, and other details of your order. We will display orsend a notice when we ultimately accept your order, and our acceptance will becomplete at the time we display or send the formal acceptance notice. Paymentmust be received by us before our acceptance of an order.(h)   Order Delays; Cancellation. We reservethe right to delay, refuse or cancel any order prior to your use of the PaidOffering. For example, if there are errors on the Site or made in connectionwith your order, inaccuracies in Paid Offering or pricing information or PaidOffering availability, we reserve the right to correct the error and charge youthe correct price or cancel your order. We will contact you if any portion ofyour order is canceled or if additional information is required to accept yourorder.(i)   Refunds, Returns, and Exchanges. Allsales are final. Requests for refunds will be reviewed by EPHY and granted in EPHY’ssole discretion, except where prohibited by law. Any refunds granted will bemade to the same method of payment and account used to place the order. We donot currently provide for returns or exchanges.(j)   Reservation of Rights. EPHY reserves theright, including without prior notice, to limit the available quantity of ordiscontinue making available any Paid Offering; to impose conditions on thehonoring of any coupon, discount or similar promotion; to bar any user frommaking any Transaction; alter the payment option for Paid Offerings; and torefuse to provide any user with any Paid Offering.

‍3. EPHY API Terms
‍If EPHY makes application programming interfaces available to you on orthrough the Sites (the “EPHY APIs”) without a separate license agreement, youruse of any EPHY APIs is governed by the Terms and these Supplemental Terms (the“EPHY API Terms”). EPHY hereby grants you a non-exclusive, non-sublicensable,non-transferable limited license to use the EPHY APIs exclusively for thebenefit of EPHY customers. You assume all liability as a result of any use ofthe EPHY APIs. EPHY makes no commitment to continued availability of EPHY APIsand you have no rights to version enhancement or support of any kind. EPHY mayrevise or cease to provide EPHY APIs without notice at any time in EPHY's solediscretion. NOTWITHSTANDING THE FOREGOING, COPYING OR REPRODUCTION OF THE EPHYAPIS FOR FURTHER REDISTRIBUTION IS EXPRESSLY PROHIBITED.  Any use of the EPHYAPIs other than as specifically authorized herein is strictly prohibited andwill terminate the license granted herein and violate our intellectual propertyrights.

‍4. Global Addendum
‍If you are in a country that provides consumer guarantees or imposesobligations on us which cannot be excluded, restricted or modified byapplicable law, or may be so only to a limited extent, then nothing in theTerms is intended to exclude, restrict or modify such mandatory guarantees orobligations. Without limiting the foregoing, if you are in a country where anyprovision of these Terms are illegal or unenforceable, or unlawful for anyreason, including but not limited to by statute or because such provision isfound to be unconscionable, (i) the unenforceable or unlawful provision will besevered from these Terms; (ii) severance of the unenforceable or unlawfulprovision will have no impact whatsoever on the remainder of these Terms.If you reside outside of the United States in one of the countrieslisted below (each an “Applicable Country”) and the Sites were offered to youin an Applicable Country, please review this Global Addendum for specialprovisions applicable to your use of the Sites in the Applicable Country(“Special Provisions”). In the event of a conflict between the SpecialProvisions and other provisions of the Terms, the provisions of the SpecialProvisions control. By accessing or using the Sites, you also agree to be boundby the applicable Special Provisions. All capitalized terms not defined in thisGlobal Addendum shall have the meaning given to them in the Terms. ApplicableCountries: European UnionThe following provisions apply to you if you reside in an ApplicableCountry:(a)  Binding Arbitration; No Class Action. Notwithstanding anything to the contrary in the Terms, you may bring legalproceedings regarding the Terms either by following the arbitration proceduredetailed in Section 16 the Terms or, if given the right by applicable law, bysubmitting the dispute to an arbitration administrator in the country in whichyou reside. To the extent any proceeding is not subject to arbitration underapplicable law, you may submit the dispute to the courts of the country inwhich you reside.(b)  Governing Law.  If you are an individualconsumer in an Applicable Country that requires consumer contracts to begoverned by the laws of the Applicable Country, the Terms will be governed bythe laws of the Applicable Country, to the extent required by local law. If you are an individual consumer in an Applicable Country that does notrequire that consumer contracts be governed by the laws of the ApplicableCountry, the Terms will be governed by laws of the State of California inaccordance with Section 17 of the Terms.(c)  Indemnification.  If required by applicablelaw, Section 10 (Indemnification) of the Terms does not apply if you are notresponsible (with at least slight negligence) for the indemnified event, breachor damage.The following provisions apply to you if you reside in the EuropeanUnion (the “EU”) and the Sites were offered to you in the EU, notwithstandinganything to the contrary in the Terms:(a)  Software.  Software is subject to theTerms only if we have notified you about the applicable Terms at time ofcontract conclusion and you have the possibility to access the applicableTerms.(b)  Feedback.  You do not waive your moral rightsin any Feedback.(c)  Termination by EPHY.  EPHY may terminate theTerms in case of material or repeated failure to comply with the provision ofthe Terms. Before any termination for your breach, we will give you areasonable warning or cure period, except if the nature of the breach justifiesimmediate termination, taking into account both your and our legitimateinterests. We may however temporarily suspend and/or restrict your account inthe event of other breaches if the suspension and/or restriction isproportional to the severity of the breach, also taking into account any priorbreaches.(d)  Disclaimers.  If we fail to supply adigital content or digital service we owe you, or that digital content ordigital service is not in conformity with the contract, your statutory rightsare unaffected, except that we will owe damages only to the extent set forth inthe Terms and this Global Addendum.(e)  Limitation on Liability.  We do notlimit our statutory liability for intent, gross negligence, injuries to life,limb and/or health, to the extent we have granted a guarantee (which must beexpressly designated as such to be a guarantee in the legal sense), and undermandatory product liability law. In other cases, our liability for slightlynegligent breaches of essential contractual obligations is limited to thetypical and foreseeable damage. Essential contractual obligations areobligations that must be performed in order to achieve the purpose of thecontract in the first place, and on the performance of which you may thereforegenerally rely. Other than in the cases described above, we are not liable forslight negligence.