Terms of Use

 

Last Updated:  August 10, 2016

We want you to have a great experience with our products and services. To this end, we’ve provided simplified Terms of Use on this page. These explanations are written in a way that makes our Terms of Use quick and easy to understand. We hope you will find these simplified terms helpful.

But remember: you’re agreeing to all of the fine print when you use our products and services, so we encourage you to read the entire terms of use carefully.

 

I. TERMS OF USE

SUMMARY OF THIS SECTION

This web site and associated products and services are designed to help you better manage your behavioral health, and are provided by Lyra Health, Inc. and its affiliates (“Lyra”).

This agreement is an electronic contract that sets out the legally binding Terms of Use of using Lyra. To use Lyra, you must live in the United States and be at least 18 years old.

By using Lyra, you agree to these Terms of Use. If Lyra change theses terms, Lyra will update them. By continuing to use Lyra, you’re agreeing to the changes. You are free to stop using Lyra at any time, and we’re likewise free to deny use to anyone at any time.

 

FULL DETAILS

  1. Electronic Agreement. This agreement is an electronic contract that sets out the legally binding terms of your use of the Lyra web site (the “Web Site”). By using the Web Site and Lyra’s products and services (the “Services”), you agree to be bound by these Terms of Use. If you object to anything in this Agreement, do not use the Web Site or the Services.

  2. Capacity. By using the Web Site, you represent and warrant that you have the right, authority, and capacity to enter into this agreement and abide by all its terms and conditions. You represent and warrant that you reside in a jurisdiction in which Lyra offers its Services. You represent and warrant that you are at least 18 years of age. If you are under 18, please do not attempt to register for Lyra’s Services or send any personal information about yourself to us. If we learn that we have collected personal information from an individual under 18, we will delete that information as quickly as possible and terminate the associated account. If you believe that an individual under 18 may have provided us with personal information, please email legalnotice@lyrahealth.com.
  3. Term and Termination. This agreement will remain in full force and effect while you use the Website and/or are a registered user (a “Member”). You may delete your account with Lyra (“Account”) at any time for any reason by sending Lyra an email at legalnotice@lyrahealth.com. Lyra may terminate your Account and use of our Services at any time for any reason. You understand that termination of your Account may involve deletion of your Account Information from our live databases as well as any content that you uploaded to the Services using such Account, but that your Providers, or Lyra on behalf of your Providers, may retain your Account Information in accordance with applicable laws and professional standards. You agree that we will not be liable for any termination of your access to our Services or deletion of your Account or content uploaded by you.
  4. Changes. If we need to change the terms of this Agreement, we will post the revised Terms of Use through our Services and update the “Last Revised” date to reflect the date of the changes. You are responsible for being aware of any changes made to this agreement. By continuing to use our Services after we post such changes, you agree to modified terms.
  5. Non-Electronic Copy. By accessing the Web Site or registering for Lyra’s Services, you consent to have this agreement provided to you in electronic form. You have the right to receive this agreement in non-electronic form. You may request a non-electronic copy of this agreement either before or after you electronically sign the agreement. To receive a non-electronic copy of this agreement, please send an email to legalnotice@lyrahealth.com.
  6. Withdrawal of Consent to Electronic Agreement and Effect of Withdrawal. You have the right to withdraw your consent to have this agreement provided to you in electronic form. Should you choose to withdraw your consent to have this agreement provided to you in electronic form, we will discontinue your access to your account. This means you will not have the right to use Lyra’s Services unless, and until, we issue you a new username and password. We will only issue you a new username and password after we receive a signed copy of a non-electronic version of this agreement. To withdraw your consent, please send an email to legalnotice@lyrahealth.com. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice. Your withdrawal of consent will not affect the legal validity or enforceability of this electronic agreement prior to the effective date of your withdrawal.

 

II. WHAT SERVICES DOES LYRA PROVIDE?

SUMMARY OF THIS SECTION

Lyra may be used among other things, to screen for behavioral health disorders and connect you with healthcare Providers for non-emergency behavioral health Services, via our proprietary technology and Lyra Care Advisors. Lyra may also help you to track the course of your treatment. Lyra does not make decisions about your medical care and treatment; only your healthcare Providers can do that. Because we do not control or direct your providers, they are solely responsible for the quality of your care.

In addition to these personalized Services, Lyra may also provide you with general information and content which is publicly available and not transmitted to you personally.

 

FULL DETAILS

Lyra’s Services are designed to enable you to obtain treatment for common behavioral health conditions by screening for common behavioral health disorders, providing guidance and education, and facilitating the connection between you and a healthcare provider (“Provider”). Once you are referred to one or more providers through Lyra’s Services, each of those Providers may be referred to as “your provider.”

Your Provider is solely responsible for providing you with medical care. We act primarily as a technology platform to connect you with professional healthcare providers who may be available to provide you with non-emergency care.  A Lyra Care Advisor may assist you in the process of connecting with Providers, and sometimes, if and when appropriate, a Lyra Care Advisor may directly provide you with guidance and education.  Lyra may also help you to track the course of your treatment. We do not control or interfere with any Providers’ practice of medicine: each provider is responsible for the decisions and Services he or she provides.

Unless specifically represented to you in writing as a Lyra Care Advisor, your Provider is neither an employee nor agent nor representative of Lyra. Furthermore, we assume no responsibility for any act or omission of any Provider. We make no representation or warranty as to whether you will find the Provider’s Services relevant, useful, correct, satisfactory, or suitable to your needs. We do not control the quality of Provider Services. We do not guarantee that a Provider is categorized correctly or correctly matched to you.

While we may try to do so from time to time, in our sole discretion, you acknowledge that we do not represent to verify, and do not guarantee the verification of, the skills, degrees, qualifications, licensure, certification, credentials, competence, or background of any Provider. It is your responsibility to conduct independent verification regarding any Provider that provides you with Provider Services, and we strongly recommend that you conduct this verification prior to communicating with any Provider through the platform or on a continuous basis.

 

III. ARE LYRA’S SERVICES RIGHT FOR YOU?

SUMMARY OF THIS SECTION

Lyra will use its technology platform to determine whether its Services are a good fit for your particular concerns. If not a good fit, you will be notified that the Services are not suited for your concerns, and we will provide you with additional information regarding next steps. Though Lyra provides this information to be helpful, its screening tool is not a medical diagnosis and does not constitute a medical opinion about what treatment is appropriate for you.

 

FULL DETAILS

In some cases, Lyra’s Services may not be the best way for you to seek care and treatment. For example, certain behavioral health conditions might require in-person care or very specialized providers who are not available through our Services. To assist you in determining whether our Services are a fit for your needs, we ask a series of initial screening questions. Based on your responses to these questions, we may determine that our Services are not well suited for the particular issue for which you are seeking treatment. If that is the case, we will notify you that our Services are not a good fit for your condition and will provide you with some additional information about next steps. If this occurs, your screening information will remain on file with Lyra, but we will not connect you with you a Provider. You may still return to Lyra at a later time to submit updated information about another condition or issue.

Lyra’s screening tool is not a medical diagnosis and does not provide a medical opinion about what treatment is appropriate for you. You are ultimately responsible for determining whether Lyra’s Services are the right choice for you.

 

IV. MEDICAL EMERGENCIES

THE SERVICES YOU RECEIVE FROM LYRA ARE NOT A SUBSTITUTE FOR OTHER MEDICAL TREATMENT YOU MAY NEED. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR SEEK EMERGENCY MEDICAL HELP.

 

V. REGISTRATION

SUMMARY OF THIS SECTION

You are not obligated to register with Lyra in order to access the website; however, if you would like to access certain other services, such as getting our help in connecting you with a Provider, you will be asked to register for an account. You agree that, during the registration process, you will provide true and accurate information.  By providing us with your email address, you consent to receiving information from us by email, including protected health information.

 

FULL DETAILS

You are not obligated to register with Lyra in order to access the Website; however, certain services of this Website are available only to users who have registered with Lyra. If you are asked to and would like to register for an account (“Account”), you will be required to enter your name, email address, password (“Password”) and certain other information (e.g., date of birth, contact information, and medical history). By providing us with an email address, you consent to receiving information from us by email to the provided address, including protected health information.  You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the “Account Information”) with anyone.

 

VI. ACCOUNT SECURITY

SUMMARY OF THIS SECTION

Your Lyra Account is password protected. It is your responsibility to keep this password private so that your Account Information and activity remain confidential.

 

FULL DETAILS

You are responsible for maintaining the confidentiality of the Account Information that you designate during the registration process, and you are fully responsible for all activities that occur under your Password or Account. You agree to (a) ensure that you exit from your account at the end of each session on Lyra’s web site and (b) immediately notify Lyra if you become aware of any unauthorized use of your Account Information or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or personal information. If you share your computer with others, you may wish to consider disabling your browser’s auto-sign-in features.

Lyra reserves the right to take any and all action it deems necessary to preserve the security of our Services and your Account Information. Under no circumstances shall Lyra be held liable to you for any liabilities or damages resulting from or arising out of your use of our Services, your use of your Account Information, or your release of your Account Information to a third party.

 

VII. PRIVACY

As part of the registration process, you will be asked to provide certain personal information. Any use of such information will be treated in accordance with our Privacy Policy and HIPAA Notice and Consent, which are incorporated by this reference into these Terms of Use.

 

VIII. NONCOMMERCIAL USE ONLY

SUMMARY OF THIS SECTION

Your access to the Lyra Web Site and Services are for your personal use only. If you use Lyra’s Web Site or Services for business purposes, disseminate it to the public, or copy it, Lyra may terminate your use of its Web Site and Services.

 

FULL DETAILS

Lyra’s Web Site and Services are for your own internal, personal, non-commercial use. Organizations, companies, and/or businesses may not become members and should not use the Services or web site for any purpose.

You agree that you will not, and will not attempt to:

  1. Interfere with or disrupt the functioning of our Services in any manner, including the functioning of any software, hardware, network or server connected to our Services;
  2. Distribute or transfer in any manner the Services or any part of the Services to any third party;
  3. Copy or modify the Services or any part of the Services for any purpose;
  4. Incorporate by any means any of the Services content into another application, website or Services;
  5. Reverse-engineer, modify, adapt, sublicense, translate, or otherwise create derivative works based on any part of the Services for any purpose, commercial or otherwise; or
  6. Use the Services in any manner that is inconsistent with these Terms of Use.
  7. Lyra reserves the right, at Lyra’s sole discretion, to deny use of the Services to anyone for any reason.

Subject to your compliance with the terms and conditions of this Agreement, Lyra hereby grants you a limited, non-exclusive, nontransferable right to access our Web Site and Services and use our Web Site and Services on the computers and mobile device(s) that you own or control, solely for your personal non-commercial use.

 

IX. ACCEPTABLE USE

SUMMARY OF THIS SECTION

As a user of the Lyra Services, you agree to use the Services only for lawful purposes and in a lawful manner. You also agree not to misuse or abuse Lyra’s Services, and to refrain from any behavior that might be harmful or offensive to Lyra’s Care Advisors, Providers to whom we refer you, users, and prospective users. If you do not meet these requirements, we may terminate your use of our Web Site and Services.

 

FULL DETAILS

Use of Lyra’s Services requires that you comply with acceptable use behavior as determined by Lyra. As part of your responsibilities, you agree that you will not:

  1. Use the Services in an unlawful manner;
  2. Use the Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity (including your Lyra Care Advisor and/or Provider);
  3. Express or imply that Lyra endorses any statements you make, unless you have Lyra’s prior written consent;
  4. Post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without containing the prior consent of the owner of such proprietary rights;
  5. Remove any copyright, trademark, or other proprietary rights notices contained on the Web Site or Services;
  6. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Web Site or its contents;
  7. Interfere with or disrupt the Services, Web Site, or servers or networks connected to the Web Site or Services;
  8. Post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services;
  10. Frame or mirror any part of the Services or Web Site, without Lyra’s prior written authorization;
  11. Use meta tags, code, or other devices containing any references to Lyra or the Services or the Web Site in order to direct any person to any other web site for any purpose;
  12. Interfere with or inhibit any other user from using or enjoying the Services;
  13. Use the Services as a means to distribute unsolicited or unauthorized communications, advertisements or spam;
  14. Collect or use any data or Services content that violates any third-party right;
  15. Create a false identity, impersonate another person or entity, or otherwise misrepresent yourself;
  16. Breach or otherwise circumvent any security measures incorporated into the Services;
  17. Otherwise use the Services in any manner Lyra considers unacceptable.

 

X. OWNERSHIP

SUMMARY OF THIS SECTION

Lyra owns the Web Site and Services. You agree not to make unauthorized use Lyra’s name, logo, or content, including logos and content featured on Lyra’s Web site but provided by other entities. Even where Lyra allows you to copy or download certain content, you may only make personal use of the content and may not reproduce it without permission.

 

FULL DETAILS

The materials displayed or performed or available on or through Lyra’s Web Site or Services, including but not limited to text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or intellectual property laws. Lyra owns all right, title and interest in and to our Services and Web Site, including all intellectual property rights, and any suggestions, ideas or other feedback provided by you or any other party relating to Lyra’s Services. Lyra will solely and exclusively own any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from its Services. Lyra also owns any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights. Except for that information which is in the public domain, you may not copy, modify, publish, transmit, distribute, or sell any of Lyra’s proprietary information without express written permission.

You understand that Lyra owns the Web Site and Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of Web Site or Services.

Certain names, logos, and other materials displayed in Lyra’s Services may constitute trademarks, trade names, Services marks or logos (“Marks”) of Lyra or other entities. You are not authorized to use these Marks. Ownership of all Marks and the goodwill associated with them belongs to Lyra or to those other entities.

Lyra reserves the right to modify or discontinue our Web Site or Services, or any portion thereof, with or without notice. Lyra will not be liable to you or any third party should we exercise that right.

 

XI. LYRA’S CONTENT

SUMMARY OF THIS SECTION

Lyra provides information through our Web Site, including information provided by third parties. Though Lyra endeavors to provide helpful information, Lyra does not guarantee that information posted on our Web Site and Services are useful, accurate, or complete, and will not be liable for your reliance on this content.

 

FULL DETAILS

Lyra makes opinions, advice, statements, offers, and other information available through its Services. Any such information made available through Lyra’s Web Site or Services, but not authored by Lyra, belongs to its respective authors, and should not necessarily be relied upon. Lyra does not (i) guarantee the accuracy, completeness, or usefulness of any information on our Web Site or Services, or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Web Site or Services. Under no circumstances will Lyra or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by other members.

 

XII. CONTENT YOU POST OR SHARE ON LYRA’S WEB SITE OR SERVICES

SUMMARY OF THIS SECTION

You agree to be truthful when providing or posting information via Lyra’s Web Site or Services, either privately or publicly. You agree to comply with applicable laws and warrant that any content you provide does not infringe anyone else’s intellectual property rights. When you post any information publicly (for example, in comments on Lyra’s content), Lyra has the right to republish that information. Any feedback you provide about Lyra, such as ideas about how to improve the Services, will be Lyra’s sole property.

 

FULL DETAILS

Anything you post, upload, share, store, or otherwise provide through the Services are your “User Submission.” Some User Submissions may be viewable by other users; you will be notified when this is the case. In order to display your User Submissions on the Services, and to allow others to view them (where applicable, you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent that they relate to User Submissions that are also your personally identifiable information.

  1. Sole Responsibility. You are solely responsible for the User Submissions that you publish or display (hereinafter, "post") on Lyra’s Web Site or Services, or transmit to our other Members. You will not provide inaccurate, misleading or false information to Lyra or to any other Member. If information provided to Lyra, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify Lyra of the change.
  2. Review by Lyra. You understand and agree that Lyra may review and delete any content, messages, double-blind emails, photos or profiles (collectively, "Content"), in each case in whole or in part, that in our sole judgment would violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of our Members.
  3. Modification of Content you Provide. For all User Submissions, you hereby grant Lyra a license to translate, modify (for technical purposes, for example making sure your content is viewable on mobile devices as well as computers) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate Lyra’s Services.
  4. Use of Content You Post. By posting Content to any public area of Lyra’s Web Site or Services, you automatically grant, and you represent and warrant that you have the right to grant, to Lyra, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute that information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.
  5. Legal Guarantees. Your use of the Web Site and Services, including but not limited to the Content you post on the Web Site or Services, must be in accordance with any and all applicable laws and regulations. You further represent and warrant that public posting and use of your content by Lyra will not infringe or violate the rights of any third party.
  6. Personal Profile. All information you include in your Member profile must be accurate, current and complete.

 

XIII. LINKS

SUMMARY OF THIS SECTION

Lyra or its Providers may provide you with links to outside content. Though Lyra endeavors to select helpful links, Lyra does not control this content and will not be liable for any damage you incur if you rely on it.

 

FULL DETAILS

Lyra’s Web Site or Services may provide, Providers may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Lyra has no control over such sites and resources, you acknowledge and agree that Lyra is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Lyra shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such Content, goods or Services available on or through any such site or resource.

 

XIV. CONSENT TO USE OF ELECTRONIC DOCUMENTS

You agree to the use of electronic documents and records in connection with your registration, future transactions and communications involving our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

XV. FEES AND PURCHASE TERMS

FULL DETAILS

At this time, Lyra does not charge any fees for the use of its Services.  Your Provider may charge separately, so please check with your Provider.

 

XVI. DISCLAIMER

SUMMARY OF THIS SECTION

Though Lyra attempts to ensure the highest quality Services possible, Lyra does not guarantee that its Services will function perfectly or without error. Lyra also cannot guarantee that third parties will not interfere with your use of its Services. You understand that use of our Services constitutes acceptance of Lyra’s Services “as is.”

 

FULL DETAILS

LYRA’S SERVICES AND WEB SITE ARE PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO OR USE OF LYRA’S SERVICES ARE VOLUNTARY AND AT YOUR SOLE RISK. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) REGARDING LYRA’S SERVICES, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH LYRA’S WEB SITE OR SERVICES (INCLUDING ANY CONSULTATIONS OR OTHER SERVICES YOU MAY RECEIVE FROM YOUR PROVIDERS). LYRA DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF OUR SERVICES. LYRA DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, OR ANY ADVERSE INCIDENT.

In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Lyra makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

 

XVII. LIMITATION OF LIABILITY

SUMMARY OF THIS SECTION

Lyra won’t be liable for losses you incur, or that any third party incurs, due to your use of Lyra’s Web Site or Services.

 

FULL DETAILS

IN NO EVENT WILL LYRA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION MADE AVAILABLE THROUGH OUR SERVICES OR ANY SERVICES PERFORMED BY ANY HEALTHCARE PROVIDERS YOU CONNECT WITH VIA OUR SERVICES (INCLUDING CLAIMS OF MEDICAL MALPRACTICE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY FOR ALL CLAIMS OF EVERY KIND WILL NOT EXCEED U.S. $100. THE FOREGOING LIMITATION OF LIABILITY WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY ARISING FROM THE USE OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

 

XVIII. INDEMNITY BY YOU

SUMMARY OF THIS SECTION

You will be responsible for any claims that result from your violation of these Terms of Use.

 

FULL DETAILS

You agree to indemnify and hold harmless Lyra, its parents, subsidiaries, affiliates, licensors, and suppliers, and the officers, directors, employees, consultants, and agents of each, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from your use of our Services, your violation of these Terms of Use, your breach of any of the representations and warranties set forth above, or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

 

XIX. JURISDICTION AND CHOICE OF LAW

SUMMARY OF THIS SECTION

Any dispute related to these Terms of Use that cannot be resolved informally will be governed by Delaware law and resolved by binding arbitration in San Francisco, California, under the Rules of the American Arbitration Association.

 

FULL DETAILS

These Terms of Use constitute the entire and final agreement between you and Lyra and govern your access to Lyra’s Web Site and Services, superseding any prior agreements between us with respect to Terms of Use. The section titles in these Terms are for convenience only and have no legal or contractual effect. You may not assign any of your rights under these Terms, and any such attempt will be null and void.

The validity, interpretation, construction and performance of these Terms of Use will be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any dispute arising under or relating to these Terms of Use will be resolved exclusively by final and binding arbitration in San Francisco, California, under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security. The parties agree to the personal and subject matter jurisdiction and venue of the courts located in San Francisco, California, for any action related to these Terms of Use. You may only resolve disputes with us on an individual basis and not as part of any class, consolidated or representative action.

Our failure to enforce any provision of these Terms will not constitute a waiver of such right. If any provision is found to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action related to these Terms of Use must be filed within one year after such claim arose or be forever barred. You have no authority to act on behalf of or bind Lyra in any way.