Effective Date: March 16, 2020
This document is legally binding, so you should read it in its entirety. References in these Terms of Service to “you” or “your” refer to you and any person or entity on whose behalf you act, if any.
Essentially, by registering for or receiving coaching services from Ginger.io Coaching Services LLC (“Ginger” or “we”) or downloading or using the Ginger mobile application (the “App”), you agree to the following:
IF YOU REGISTER FOR OR RECEIVE OUR COACHING SERVICES OR DOWNLOAD AND USE THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM, AND AGREE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND GINGER.IO COACHING SERVICES LLC. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST REJECT THEM BY NOT REGISTERING FOR OR USING OUR COACHING SERVICES OR INSTALLING OR USING THE APP.
YOU AGREE THAT THE APP, ANY COMPONENT OF THE APP, AND ANY INFORMATION MADE AVAILABLE THROUGH THE APP (COLLECTIVELY, OUR “SOFTWARE”) AND OUR COACHING SERVICES ARE NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.
1.a Grant of License. Subject to the terms and conditions of these Terms of Service, Ginger hereby grants to you a personal, non-transferable, non-exclusive, revocable, royalty-free, limited license to install and use our Software on your mobile device for the purposes of receiving and participating in our coaching services.
1.b. Coaching Services. Subject to these Terms of Service, you may receive our coaching services, which include unlicensed personnel with the applicable educational degrees coaching and helping you to clarify and understand personal problems or the need for change/improvement. Our coaching services are NOT INTENDED TO AND DO NOT PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT. While coaching services may be provided by a licensed medical provider, coaching is not a licensed or regulated service and does not require licensed professionals.
1.c. Modification of the Service. Subject to applicable law, Ginger may change or discontinue, temporarily or permanently, any feature or component of our Software at any time without notice.
1.d. Consent. By accessing or using our Software or registering for or receiving our coaching services, you hereby give consent to such services being provided to you by us and our service providers.
2.a. Software Use Restrictions. You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey or transfer our Software to anyone, and under no circumstance may you use or allow the use of our Software in any manner other than as expressly set forth in these Terms of Service. You shall not modify the Software, incorporate the Software in any other product, or create derivative works based on the Software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice(s) included on or embedded in the Software. You shall not use the Software in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer the Software. If you dispose of any media embodying Software, you will ensure that you have completely erased or otherwise destroyed any Software stored on such media. You shall also not engage in any activity that could interfere with, disrupt, negatively affect, or inhibit other users from fully using the Software, or that could damage, disable, overburden, impair or otherwise negatively affect the functionality of the Software or the networks or computer systems of Ginger or its licensors and suppliers.
YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN ACCORDANCE WITH ALL APPLICABLE INTERNATIONAL, FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. You represent that you are using the Software for its intended purpose. If you are registering or using the Software on behalf of a company or other organization, you represent that you have authority to enter into these Terms of Service and may bind such company or other organization hereunder by your actions. Any written materials provided in the Software are for educational or informational purposes only, to be used in conjunction with our coaching services.
2.b. Coaching Services Use Restrictions. You shall refrain from any abusive, dangerous, or threatening behavior when receiving or participating in our coaching services. You shall not violate any laws in using the coaching services. We reserve the right to immediately terminate your access to or use of our coaching services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms of Service. We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.
3. Copying Restrictions. You may copy the Software onto your mobile device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of these Terms of Service, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Ginger on any media embodying an authorized copy of the Software originally provided by Ginger. Except as expressly described in this paragraph, you are not permitted to copy the Software.
4. Disclosure Restrictions. You acknowledge that the Software, including the source code for the Software and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of, Ginger and its licensors and suppliers. If you should gain access to such materials, you shall not disclose them to anyone.
5. Ownership of Software. You agree and acknowledge that: (i) the Software is licensed to you, not sold, and Ginger transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under these Terms of Service or otherwise; (ii) that Ginger and its licensors and suppliers reserve all rights not expressly granted to you hereunder; (iii) Ginger and its licensors and suppliers own the Software (including, but not by way of limitation, any code, images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software); (iv) subject to your privacy rights in any personally identifying information, Ginger owns the data collected via the Software and has the right to use such data in accordance with the our privacy practices, as may be amended from time to time in Ginger’s sole discretion (the “Privacy Statement”); and (v) the Software is protected by law, including without limitation the United States copyright law and international treaties relating to protection of copyright. The Software includes, and these Terms of Service will cover, any versions, updates, upgrades or bug fixes for the Software provided to you.
6. Privacy Terms. For information about our privacy practices in connection with our services, please read the Privacy Statement. The Privacy Statement explains how Ginger collects, protects, uses and shares your personally identifiable information in connection with your use of our services. In connection with creating an account or clicking an “I Accept” button or an equivalent indicator with regards to the access and use of Software, you have indicated that you agree to the terms of the Privacy Statement.
7. Communications. Email and text messaging allow us to exchange information with you efficiently in connection with the provision of our services. At the same time, we recognize that email and text messaging are not a completely secure means of communication because these messages can be addressed to the wrong person or accessed improperly while in storage or during transmission. Your use of the Software or our services means that you agree and consent to the use of email and/or text messaging as an acceptable form of communication for the purposes of receiving such services.
8. Login Information and Access. Ginger may issue to you, or prompt you to provide, a username/password for login to download, access and use the Software. Ginger will protect as confidential any personally identifying information that you may provide to complete the applicable online forms to establish your username/password or account with Ginger (“Account Data”). You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. Ginger reserves the right to authenticate any information you provide. You shall be responsible for all use and access of the Software by means of usernames/passwords issued to you. You will notify Ginger promptly of any unauthorized use of your username/password or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. Ginger cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party's fraudulent use or misuse of information submitted by you. You are solely responsible for providing accurate information so that you can be provided with the appropriate coaching services. We are not responsible for your failure to provide the information needed to provide you with appropriate coaching services.
9. Feedback. Ginger may ask for your feedback regarding the Software, including any problems encountered in the Software (the “Evaluation Data”). If you provide Evaluation Data to Ginger, it will be deemed and remain the sole property of Ginger to the fullest extent permitted by applicable law, and will not be subject to any obligation of confidence on the part of Ginger. To the fullest extent permitted by applicable law, Ginger shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to Ginger any and all intellectual property rights you may have in and to the Evaluation Data, waive any moral rights you have in the Evaluation Data to the fullest extent permitted by applicable law, and agree to cooperate with Ginger to perfect Ginger’s sole and exclusive ownership in and title to the Evaluation Data. Complaints can be directed to Ginger at the contact information listed below or on our website: www.ginger.io.
10. Transfer Restrictions. You may not sublicense, delegate, assign or otherwise transfer these Terms of Service, the license granted herein, or any other of your rights or obligations under these Terms of Service, in whole or in part.
11. Export Restrictions. You may not export or re-export any Software except in full compliance with all applicable laws, regulations, judicial orders, executive orders and similar binding legal instruments, including in particular the Export Administration Regulations of the U.S. Department of Commerce.
12. Breach and Termination. Subject to applicable law, Ginger may, in its sole discretion, suspend or terminate your access to or use of the Software (and terminate these Terms of Service) and/or our coaching services at any time with or without notice if you breach or attempt to breach these Terms of Service or use or attempt to use the Software or our coaching services in a manner that: (i) impairs the operation of the Software; (ii) causes or threatens to cause harm to our systems and servers or those of our suppliers; (iii) causes or threatens to cause harm to our coaches and personnel or other users of the Software or our coaching services; (iv) violates the law; or (v) is otherwise harmful to Ginger, its licensors and suppliers, or third parties.
13. Enforcement of Terms; Effect of Termination. If you contravene these Terms of Service, Ginger and its licensors and suppliers may pursue all available legal remedies available to them. You agree that Ginger’s licensors and suppliers are third-party beneficiaries of these Terms of Service, and may enforce them in connection with their intellectual property or any harm that you may have caused to them. Sections 2-5, 7, 9, 10, 11, 13 through 24 shall survive any termination or expiration of these Terms of Service. Upon any termination of these Terms of Service or your account, your license to use the Software shall terminate and you shall promptly uninstall and remove the Software from the mobile device on which it was installed (and promptly uninstall, delete or destroy your authorized backup or archival copy).
14. Assumption of Risk. The Software is designed to provide you with information and coaching services based on your inputs to mobile interactions. The Software and any information supplied to you by Ginger is not, nor a substitute for, medical advice. By granting you a license to use the Software and providing coaching services to you, Ginger does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall Ginger be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software or any activity you undertake in connection with your receipt of our coaching services. As between you and Ginger, you are solely responsible for your use of the Software and our coaching services, your health and medical condition, and any treatment related thereto. Ginger shall have no liability for any unauthorized disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.
YOU AGREE THAT: (i) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL EMERGENCY SERVICES IMMEDIATELY; (ii) GINGER DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER; (iii) GINGER IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE EMERGENCY SERVICES, AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY GINGER THROUGH THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) GINGER IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE; (viii) GINGER HAS NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFTWARE; AND, (ix) GINGER IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE.
If you do not agree to these Terms of Service, stop now and do not use the Software or our coaching services.
In connection with your use of the Software and our coaching services, you'll work with a coach who will provide personal support, encouragement and motivation. The coaches do not provide medical advice. The coaches do not provide professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the coaches or the Software should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your medical or other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our Software or received through our coaching services. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other healthcare professional. The information provided in or through the Software or our coaching services is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor/physician, nurse, or any other medical or clinical healthcare professional.
To the fullest extent permitted by applicable law, you agree that Ginger shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the Software or the coaching services.
To the extent Ginger provides information from, or links or references to, websites operated by third parties, Ginger does not monitor or investigate such websites and Ginger is not responsible for the content, functionality, or practices of such websites. Inclusion of links to third party websites does not imply approval or endorsement of the linked website by Ginger. If you decide to access these third party websites, you do so at your own risk. You agree that Ginger has no liability for any damage or loss of any type that is a result of your use of a third party website.
15. Disclaimer of Warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS, SO SOME OF THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU.
GINGER PROVIDES THE SOFTWARE TO YOU "AS IS", WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND, GINGER HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES AND CONDITIONS. GINGER MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO-DATE. GINGER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OF THE SOFTWARE, THE RESULTS THEREFROM, OR THE USE OF ANY DATA (INCLUDING WITHOUT LIMITATION DATA PRODUCED BY THE SOFTWARE) OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY GINGER EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. GINGER’S LICENSORS AND SUPPLIERS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. GINGER DOES NOT WARRANT THAT THE SOFTWARE, OR ACCESS THERETO OR USE THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL MEET ANY END USER’S REQUIREMENTS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY STANDARDS. GINGER DOES NOT WARRANT THAT ANY FUNCTIONALITY, INCLUDING WITHOUT LIMITATION ANY SECURITY MEASURE OR SECURITY FEATURE, PROVIDED HEREUNDER WILL BE ERROR-FREE, UNBREAKABLE, UNBREACHABLE, VIRUS FREE, OR INVIOLATE; AND, END USERS ASSUME THE ENTIRE RISK (AND ARE SOLELY RESPONSIBLE) THAT, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY GINGER OR ITS LICENSORS OR SUPPLIERS HEREUNDER, THE SOFTWARE AND/OR THE DATA PROCESSED THEREBY MAY BE CORRUPTED, COMPROMISED, INACCESSIBLE OR LOST. THE SOFTWARE IS NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GINGER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
16. Limitation of Liability; Indemnification. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL GINGER OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT GINGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS THESE TERMS OF SERVICE (INCLUDING WITHOUT LIMITATION ANY THEORY BASED IN TORT, CONTRACT OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITH THE EXCEPTION OF CLAIMS ARISING FROM GINGER’S BREACH OF THE PRIVACY STATEMENT (FOR WHICH DAMAGES ARE LIMITED TO THE COST OF REQUIRED NOTICES UNDER APPLICABLE LAW AND ANY ADDITIONAL COSTS INCURRED BY YOU UP TO A MAXIMUM OF $1,000 (US DOLLARS) IN THE AGGREGATE), GINGER'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OF SERVICE AND/OR YOUR POSSESSION OR USE OF THE SOFTWARE OR YOUR USE OF OUR COACHING SERVICES, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT YOU PAID TO INSTALL THE SOFTWARE OR $100 (US DOLLARS), WHICHEVER IS GREATER.
Upon request by us, you agree to defend, indemnify and hold Ginger and its partners, affiliates, use providers, licensors, suppliers, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your violation of these Terms of Service; or (b) your violation or infringement of any intellectual property or other third party rights or any applicable law in connection with your use of the Software. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us.
17. Notices. You agree that Ginger may provide you with notices and other disclosures in connection with the Software and our coaching services by postings on the Software and/or communications sent to the email address or mailing address provided by you when you registered to download and install the Software.
Notices to Ginger shall be sent to:
Ginger.io Coaching Services LLC 116 New Montgomery Street Suite 500, San Francisco, CA 94105 USA.
Each party may change such address upon written notice to the other party.
18. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. To the fullest extent permitted by applicable law, the parties shall seek resolution exclusively through binding arbitration using a single arbitrator and the rules promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding on the parties and may be entered into a court of competent jurisdiction. All such arbitration shall be conducted in San Francisco, CA. To the extent that the above mandatory arbitration clause is invalid under applicable laws, the parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the state courts in San Francisco, CA or any federal court located therein. In any action, arbitration or proceeding to enforce or interpret these Terms of Service, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action, arbitration or proceeding and enforcing any judgment or order obtained. Notwithstanding the above, Ginger shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction and, in the event of a breach, or threatened breach, of these Terms of Service by you which may harm the intellectual property or proprietary rights of Ginger (or its licensors and suppliers), the parties agree that (i) Ginger may suffer irreparable harm for which monetary damages may be insufficient as a remedy, (ii) Ginger shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, (iii) no bond or surety shall be required to be posted for such relief, and (iv) such relief shall be in addition to any and all other remedies in law or in equity to which Ginger may be entitled. Other than the foregoing injunctive or equitable relief, the parties agree to waive their right to trial by jury.
19. Complete Agreement; Waiver; Severability. These Terms of Service contain the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersede all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Ginger relating thereto. In the event any term in these Terms of Service is held by a court of competent jurisdiction to be unenforceable, such unenforceability shall not affect the remaining terms of these Terms of Service in such jurisdiction or render unenforceable or invalidate such terms and provisions of these Terms of Service in other jurisdictions. Upon such determination that any of the terms or provisions of these Terms of Service are held to be invalid under any applicable statute or rule of law, they shall be severed from the rest of these Terms of Service and the remaining provisions of these Terms of Service shall survive and be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order for the transactions contemplated hereby to be consummated as originally contemplated to the greatest extent possible. Ginger's failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision unless such waiver is in writing and signed by Ginger.
20. Consent to Electronic Contracting. You agree that execution of these Terms of Service may occur by your manifesting your acceptance of it when you installed or used the Software, and that no signature on a paper copy of these Terms of SErvice is required in order to form a binding contract.
21. Force Majeure. Ginger shall not be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed or impracticable due to circumstances beyond Ginger’s reasonable control, including without limitation earthquakes, fire, flood, war, embargo, strike (other than Ginger’s employees), riot, civil unrest, inability to secure materials, transportation, or power/utilities, intervention of any governmental authority, or acts of God/nature.
22. No Joint Venture; Independent Contractors. The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint venturers.
23. Assignment. Any attempted assignment, sublicense, transfer, encumbrance of these Terms of Service (or of any of your rights or obligations herein) by you shall be void and shall constitute a material breach thereof. Ginger reserves the right to assign these Terms of Service, and the rights and obligations hereunder, to any third party without notice to or consent from you. Subject to the foregoing, these Terms of Service will be binding on, inure to the benefit of, and be enforceable against you and your respective successors and assigns.
24. Modifications. We may make changes to these Terms of Service from time to time upon 7-days notice and will seek your consent thereto as required by applicable law. A link to the most current Terms of Service that will govern your use of the Software will be available through the Software and we will indicate the date of the latest update at the top of the posted Terms of Service. We may also communicate significant changes by email or in the App.
25. Payment. It is your responsibility to know if your employer benefits or insurance coverage includes our coaching services. Payment for the use of certain components of the Software and our coaching services is required and due at the time or point of service. You may activate a subscription for automatic recurring payment of periodic charges. Our coaching services are subject to cancellation fees if you miss a scheduled session and fail to give the required advance notice. All fees are in U.S. dollars and are not refundable. Ginger is not responsible for the user being reimbursed by an insurance plan or policy. Payment is due and payable regardless of insurance or reimbursement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.