Terms and conditions
Companion MattersTM Subscription Agreement
Last Updated: April 3, 2019
This Subscription Agreement (the “Agreement”) is made between you (“you” or “Subscriber”) and Haywood Industries LLC d/b/a Companion Matters (“we” or “Companion Matters”).
Please read these terms and conditions carefully. These are the terms and conditions under which Companion Matters is willing to provide you the Services. This Agreement contains important disclaimers, limitations of liability and indemnity obligations applicable to the Services and requires the waiver of jury trials.
1. Services and Subscription.
(a) Companion Matters will provide you the Services subject to the terms of this Agreement. “Services” are as describe on Company Matters’ website at companionmatters.com/ourservices/, which may be changed at any time in Companion Matters’ sole discretion and by giving notice to you; provided that such change will be effective 30 days from the date after you receive the notice.
(b) You have to be 18 years of age and older to subscribe for the Services.
(c) To use the Services, you must register for an account (“Account”) and provide certain information about yourself on the sign-up form provided on Companion Matters’ website. All information related to your Account is subject to the terms of this Agreement. You are responsible for maintaining the confidentiality of your Account information and for all activities that occur under your Account.
(d) You represent that all information provided on the registration form is true and accurate. You further agree to keep your information updated, including your mailing/street addresses, phone numbers, email addresses, and payment information as well as those of designated contacts.
(e) You agree not to seek any medical advice or opinions from Companion Matters representatives. They are not trained or licensed as healthcare professionals and are not authorized to provide such advice or opinions. You further agree not to rely on any such advice or opinion even if provided.
(f) You are encouraged to name one or more designated contacts in case of emergency or in case we are unable to reach you. You hereby give Companion Matters permission to contact the designated contacts. It is also your responsibility to obtain permission from the designated contacts to be designated as such and coordinate in advance how they should handle the situation in the event of a contact from Companion Matters.
2. Payment for Services.
Subscriber shall pay Companion Matters fees for Services that you subscribed in accordance with the pricing and payment terms when registering for an Account (“Subscription Fees”). If subscribing to the periodic services (typically, monthly), you authorize Companion Matters to charge your credit/debit card or obtain payment through another means agreed to by the parties for the periodic Subscription Fees in advance. Each period is referred to as “Subscription Cycle.” If charges are declined, Companion Matters shall resubmit the charges for approval and notify you of the declined charges by e-mail or phone. If the Subscription Fees are unpaid, Companion Matters may, in its sole discretion, discontinue the Services immediately without further notice. COMPANION MATTERS MAY CHANGE THE SUBSCRIPTION FEES FOR THE SERVICES AT ANY TIME, BUT SUCH CHANGE SHALL BE EFFECTIVE AS OF THE BEGINNING OF THE NEXT SUBSCRIPTION CYCLE FOLLOWING YOUR RECEIPT OF THE NOTICE OF SUCH CHANGE.
3. Term and Termination.
The term of this Agreement will continue until this Agreement is terminated pursuant to this section. Companion Matters or Subscriber may terminate this Agreement for any reason or no reason following notice sent to the other as set forth in this section.
(1) Termination by Subscriber. Subscriber shall provide notice of termination to Companion Matters by (1) emailing email@example.com or (2) calling our customer support at 713-857-8866. Such notice by Subscriber shall be effective upon Companion Matters’ confirmation of receipt thereof. IF COMPANION MATTERS CONTINUES TO PROVIDE THE SERVICES AFTER THE EFFECTIVE DATE OF TERMINATION DESPITE YOUR TERMINATION NOTICE, YOU ARE RESPONSIBLE FOR NOTIFYING COMPANION MATTERS’ REPRESENTATIVES OF THE TERMINATION. YOUR FAILURE TO DO SO WILL RESULT IN RECURRING CHARGES OF SUBSCRIPTION FEES.
(2) Termination by Companion Matters. Companion Matters shall provide notice of termination to Subscriber by email sent to the email address on file with Companion Matters at the time of termination. Companion Matters’ termination shall be effective when Companion Matters sends the e-mail notice. If you do not provide Companion Matters an e-mail address, then Companion Matters may send you written notice of the termination by regular mail, postage pre-paid and any such notice shall be effective upon three (3) business days following the day on which Companion Matters mailed the notice. (3) The Agreement is terminated at the expiration of the Subscription Cycle in which a termination notice is received. NOTWITHSTANDING THE FOREGOING AND EXCEPT AS OTHERWISE EXPLICITLY PROVIDED, COMPANION MATTERS MAY IMMEDIATELY TERMINATE THIS AGREEMENT UPON AND BY GIVING NOTICE OF YOUR BREACH OF THIS AGREEMENT, SUCH AS YOUR MISUSE OF THE SERVICES AND FAILURE TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION ON THE REGISTRATION FORM.
4. DISCLAIMER OF WARRANTIES.
SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND COMPANION MATTERS EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting generality of the foregoing, Companion Matters does not guarantee that (i) the Services will be uninterrupted or error free; (ii) Companion Matters will ensure your medication compliance or taking medication as prescribed; or (iii) the Services will meet your expectations.
YOU AGREE TO DEFEND AND INDEMNIFY COMPANION MATTERS, ITS AFFILICATES, AND THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS (COLLECTIVELY, “COMPANION MATTERS PARTIES”) FROM AND AGAINST ALL CLAIMS, LAWSUITS, DEMANDS AND OTHER LIABILITY, WHICH MAY ARISE FROM OR RELATING TO YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ANY OF THE COMPANION MATTERS PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. YOU AGREE THAT COMPANION MATTERS’ LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT EQUAL TO THE LAST MONTH’S SUBSCRIPTION FEE THAT YOU PAID.
You may not assign this Agreement. Companion Matters may assign all or any portion of this Agreement. Specifically, without limitation, Companion Matters may, in its sole discretion, subcontract for the provision of any of the Services under this Agreement.
8. Late Payment.
If you fail to timely pay the Subscription Fee, you agree to pay an interest of the lesser of: (i) ten (10) percent per year or (ii) the maximum rate permitted under applicable law, for all Subscription Fees not timely paid.
9. No Waiver of Breach.
Waiver of your breach of this Agreement shall not be a waiver of any subsequent breach. Companion Matters’ rights under this Agreement shall be cumulative, may be exercised concurrently or consecutively and shall include all remedies available even if not referred to in this Agreement.
11. Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to the subject matter addressed herein and supersedes all prior or current negotiations, commitments, statements and representations, whether written or oral, pertaining to such transactions. IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY INDUCEMENT WHICH IS NOT SET FORTH IN THIS AGREEMENT.
If any provision of this Agreement is held illegal, invalid or unenforceable, the validity and enforceability of the remainder of this Agreement shall remain in full force and effect.
Additions, amendments, modifications or deletions to these terms shall not become part of the Agreement unless agreed to in writing by the parties; except that Companion Matters may add, amend, modify or delete the terms of this Agreement by providing a written notice to you; provided that such modification will be effective 30 days from the date after you receive the notice.
14. Section Headings.
The section titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement.
15. WAIVER OF JURY TRIAL; APPLICABLE LAW AND VENUE.
EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY SUCH DISPUTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (EXCEPT FOR ITS CHOICE OF LAW PRINCIPLES), AND THE EXCLUSIVE VENUE FOR SUCH DISPUTE SHALL BE COURTS WITHIN HARRIS COUNTY, TEXAS. THE PREVAILING PARTY SHALL HAVE THE RIGHT TO COLLECT FROM THE OTHER PARTY REASONABLE AND NECESSARY ATTORNEYS’ FEES AND COSTS INCURRED IN ANY PROCEEDING.
Unless otherwise expressly provided herein, (i) all notices required to be given to Companion Matters shall be deemed to have been duly given if in writing and mailed by regular mail, postage prepaid, or overnight delivery, by a reputable, national overnight delivery service to Companion Matters’ then current principal place of business and (ii) all notices required to be given to Subscriber shall be deemed to have been duly given if in writing and sent to the e-mail address on file with Companion Matters for your Account. Subscriber is responsible to provide Companion Matters with any changes to Subscriber’s e-mail address pursuant to the foregoing sentence.