TERMS OF USE AND END USER LICENSE AGREEMENT
Date of Last Revision: September 4, 2024
Green Sun Medical, LLC (“Green Sun”, “we” or “us”) has established this Terms of Use and End User License Agreement (“Agreement”) that governs your use, access and/or procurement of the greensunmedical.com website (including, without limitation, any subdomains thereof, the “Website”), any mobile software application provided by Green Sun (each an “App” and together with the Website, the “Online Offering”) any orthotic device(s) provided or licensed to you by or on behalf of Green Sun (each, a “Device” and together with the App and Online Offerings, the “Products”) and all services performed by Green Sun in connection with any of the foregoing (the “Services,” and the Services together with the Products, the “Green Sun Offerings”). All information Green Sun collects from you via the Online Offering is subject to our Privacy Policy which can be found at greensunmedical.com/privacy/.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GREEN SUN AND GOVERNS YOUR USE OF THE GREEN SUN OFFERINGS.
The terms “you” and “user” refers to all individuals and entities that access or use any Green Sun Offering.
By your affirmative actions of procuring, registering for, or using the Green Sun Offerings or by clicking a box that states you agree to this Agreement (as applicable), you signify your agreement to the terms and conditions herein and are bound by to this Agreement and Green Sun’s Privacy Policy and consent to allow Green Sun to communicate with you electronically regarding the Green Sun Offerings. If you do not agree to this Agreement or any of its terms, do not use the Green Sun Offerings.
The Green Sun Offerings are available for individuals under the age of majority under certain circumstances described herein. If you are under the age of 18 or the age of majority in the jurisdiction that you access or use the Green Sun Offerings, or are otherwise unable to bind yourself by contract, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it and agree that you are bound by it.
Full use of the Green Sun Offerings requires compatible mobile device and handsets, Internet access, and certain software, and may require periodic updates; and the Green Sun Offerings may be affected by the performance of these factors. You agree that you have carefully read all warnings, recommendations, precautions and user manuals provided to you by Green Sun related to the Green Sun Offerings, or will do so before using the Product to which such warnings, recommendations, precautions and user manuals relate.
Green Sun enables users to provide immediate, real-time information about spinal deformities to their healthcare providers via the Online Offering, if such users so choose. The Device and Online Offering are available for purchase by clinician users that are licensed healthcare providers.
1. PRECAUTIONS
None of the Green Sun Offerings are intended to be a substitute for professional medical advice, diagnosis or treatment. Content found on or through the Green Sun Offerings is for informational purposes only and is not intended to replace the relationship between a user and his or her clinician, physician or other medical provider. Green Sun is not a licensed medical care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind. Users should always consult with a clinician or physician before changing any treatment plan or if they have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something published via Green Sun Offerings. If you think you may have a medical emergency, call your physician or 911 immediately. If you feel discomfort or pain while using the Device, immediately stop using the Device and consult your doctor or clinician. While using the Device under a prescription, you represent that you have received consent from a clinician or your physician to participate in the Green Sun Offerings. We are not responsible for any health problems that may result from changes you make as a result of your use of the Green Sun Offerings, and you agree that–as between you and Green Sun—any changes you make are at your own risk.
A PRODUCT MAY OR MAY NOT INCLUDE A MEDICAL DEVICE, THE USE OF WHICH IS RESTRICTED UNDER LOCAL LAW TO PHYSICIANS OR PERSONS ACTING ON THE ORDER OF A PHYSICIAN. A PRODUCT MAY GENERATE OR USE COMPUTERIZED ANALYSIS OF PHYSIOLOGIC DATA. THE ANALYSIS ACTS ONLY AS AN AID FOR THE PHYSICIAN IN DETERMINATION OF A PROPER DIAGNOSIS. IT DOES NOT REPLACE THE PHYSICIAN AND DOES NOT DENOTE A DIAGNOSIS. THE FUNCTIONS AND CAPABILITIES OF THE GREEN SUN OFFERINGS ARE NOT INTENDED TO REPLACE THE USE OF SOUND, PROFESSIONAL JUDGMENT BY PHYSICIANS AND TECHNOLOGISTS.
Except as otherwise provided herein, you, at your sole expense, shall maintain the Devices in good repair, condition, and functional order, shall not use the Green Sun Offerings unlawfully, and shall not alter any of the Green Sun Offerings without Green Sun’s prior written consent.
2 MODIFICATIONS TO THIS AGREEMENT
Green Sun may make changes to the terms and conditions related to the Green Sun Offerings and this Agreement from time to time. A link to the most current Agreement will be available on the Website and we will indicate the date of the “Latest Update” of such terms and conditions. Green Sun may also place a special notice on the Products or communicate significant changes by email. Your continued use of the Green Sun Offerings following the posting of such changes constitutes your acceptance thereof. If you decide not to continue use of the Green Sun Offerings due to a modification of this Agreement or the Green Sun Offerings, you will notify Green Sun by email at information@greensunmedical.com. You will continue to be bound by the Terms of Use Agreement and Privacy Policy that were in effect as of the date you terminate or stop using the Green Sun Offerings.
3 PASSWORD AND REGISTRATION
In order to use the Green Sun Offerings, you may be required to create a user account. When creating your user account, you will be required to provide Green Sun with certain personal information. You agree that you will supply accurate information to Green Sun when requested, and that you will update that information if and when it changes. When registering an account, you will be required to select a unique username and a password (collectively, the “Login Information”). You are responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, whether or not authorized by you. In the event that you become aware of or reasonably suspect any breach of security including, without limitation, any loss, theft or unauthorized disclosure of the Login Information, you agree to immediately notify Green Sun via the “Contact Us” page of the Website or email: information@greensunmedical.com. Green Sun cannot and does not assume any responsibility or liability for any information submitted by someone who has accessed your account in any unauthorized or fraudulent manner, or for any third party’s fraudulent use or misuse of information submitted by you.
4 INTELLECTUAL PROPERTY RIGHTS
We will have access and will need to use data provided by you (“User Data”). You hereby grant to Green Sun a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit any User Data you submit to Green Sun in any media now existing or hereafter developed, including without limitation on websites, in audio format, and in any print media format. So long as Green Sun is in conformance with its Privacy Policy, you agree not to assert any claim, whether based on tort, contract, or other legal theory, against Green Sun or its sublicensees relating to Green Sun’s or its sublicensees’ use of the User Data, and you hereby release Green Sun and its sublicensees from any such claims. You represent that the User Data you provide: (a) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights; (b) will not violate any law, statute, ordinance or regulation; (c) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; and (d) will not violate any third party’s rights of publicity or privacy.
Subject to and conditioned on your acceptance of and adherence to this Agreement, Green Sun grants you a non-exclusive, revocable, limited, personal and nontransferable license to use the Products and the Services for their intended purpose (the “License”). The App and Online Offering, and any work product created by or on behalf of Green Sun as a result of its performance of the Services shall at all times remain the property of Green Sun, and you shall have no right, title, or interest therein except as expressly set forth in this Agreement. You may not reproduce, distribute, modify or create derivative works of, publicly display, or commercially exploit any part of the Online Offering except as necessary to view the content therein: (a) for your personal, non-commercial use if you are a patient; or (b) for the benefit of the patient, if you are a clinician. All rights in the Green Sun Offerings not expressly granted to you are retained. If you violate the Agreement, your permission to use the Green Sun Offering automatically terminates and you must immediately cease use of all Green Sun Offerings.
Green Sun and other trademarks contained in the Green Sun Offerings are trademarks of Green Sun, its affiliates or third parties. You may not, and agree not to, remove or alter any trademark, trade name, product name, logo, copyright or other proprietary notice, legend, symbol or label from the Green Sun Offerings. This Agreement does not authorize you to use Green Sun’s or its licensors’ names or any of their respective trademarks.
Except as otherwise provided herein, you may not: (a) reproduce, make or distribute copies of the Online Offering or App; (b) alter, merge, modify, adapt or translate the Green Sun Offerings, or decompile, reverse engineer or disassemble the Green Sun Offerings, or create derivative works based upon the Online Offering. You shall not use the Green Sun Offerings to develop any product, service or application having the same primary function as the Green Sun Offerings. You agree that you shall not use any automated device or process, such as a “bot” or a “spider,” to copy or extract information or content from the Online Offering.
5 PURCHASE OF DEVICES
All orders for the purchase of Devices are subject to acceptance by Green Sun. Upon acceptance by Green Sun, you agree that any orders or purchase for Devices are subject to this Agreement and, for clarity, your acceptance or use of any Devices constitutes your irrevocable acceptance that the terms and conditions of this Agreement apply to such purchase of Devices. Prices for Devices are at Green Sun’s then-current rates for the Devices at the time of purchase, unless otherwise agreed by Green Sun in writing. You agree to pay the fees for the Green Sun Offerings ordered by you, in addition to any taxes, duties, transportation or shipping charges, special packaging or other services necessary for Green Sun or its representatives to provide the Devices. All prices quoted are in U.S. Dollars, unless expressly indicated otherwise.
You shall remit payment in U.S. Dollars (unless otherwise specified by Green Sun) and by wire transfer, check or otherwise as agreed between the parties. Late payment is subject to service charges and interest at a rate of the lesser of 1½% per month or the maximum amount allowed by law. Notwithstanding delivery and the passing of the risk of loss to you, title in all Devices supplied to you shall remain in Green Sun until Green Sun has received the entire purchase price and any other sums due in full for the applicable Devices. The provisions of this section shall not entitle you to refuse or delay payment or to require Green Sun to accept the return of the Devices on the grounds that the title in the Devices remains in Green Sun until receipt of payment. Green Sun shall have no obligation pursuant to deliver any Devices unless and until all necessary authorizations required pursuant to applicable laws have been obtained.
Upon your receipt of Devices, you agree to immediately inspect the Devices. Unless you provide Green Sun with written notice of any claim for damaged, defective or insufficient Devices within ten (10) days after receipt of shipment of such Devices, such Devices shall be deemed finally inspected, checked and accepted by you.
All shipments of Devices to addresses within the United States are offered and procured “FOB – Shipping Point.” Shipment of Devices outside the United States are offered and procured “EXW – Ex Works”. All shipments are F.O.B. the original shipping point. ANY AND ALL CLAIMS FOR LOSS OR DAMAGE TO DEVICES IN TRANSIT MUST BE MADE TO THE DELIVERING CARRIER AND NOTED ON THE DELIVERY RECEIPT.
Green Sun warrants the Device for ninety (90) days from the purchase date against any defects in material or workmanship. In the event any warranty claim is made within such 90 days, Green Sun or its authorized agents may, at its election, inspect the Device subject to the warranty claim or issue shipping instructions for return of such Product to Green Sun or its designee. If Green Sun determines that the warranty claim for such Device is valid, Green Sun shall, in its sole discretion, replace such Device and arrange for such Device to be returned to Green Sun at Green Sun’s expense or refund the fees paid for such Device. Such replacement or refund is your sole and exclusive remedy, and Green Sun will bear no other expenses or liabilities for a breach of the foregoing warranty. Replacement of a Device under the terms of Green Sun’s limited warranty does not extend the original limited warranty period (i.e. replaced Devices are covered by the limited warranty for the remainder of the original warranty period). You assume and shall bear the entire risk of loss, theft, destruction, or damage of or to any part of a Good to you from any cause whatsoever (“loss or damage”), and no loss or damage shall release you of your obligations under this Agreement. The foregoing notwithstanding, Green Sun makes no warranty and shall have no liability under this Agreement or otherwise for damages, errors or the like to any Product caused by accident, abuse or misuse; variations or problems with electrical power; natural disaster; servicing not authorized by Green Sun; handling, storage, operation, use or maintenance in a manner or environment not conforming to or not in accordance with the applicable specifications, product literature or other instructions or specifications provided by Green Sun (whether via the Website or elsewhere); problems caused by third party software; or problems resulting from hardware parts or components not supplied by Green Sun.
TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE GREEN SUN OFFERINGS ARE PROVIDED “AS IS,” AND GREEN SUN DOES NOT WARRANT THE FITNESS, MERCHANTABILITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, OR PERFORMANCE OF THE GREEN SUN OFFERINGS, AND DOES NOT WARRANT THAT THE GREEN SUN OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GREEN SUN OFFERINGS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, GREEN SUN EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE AND NON INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.
6 PRODUCT SUPPORT
Green Sun shall use reasonable efforts to provide technical support for each Product (unless and until Green Sun is no longer offering such Product for sale or license). Technical support may be provided via the Internet, telephone or any other method and at times as determined by Green Sun in its sole and absolute discretion. If you need Product support, contact Green Sun via the “Contact Us” page, or via email at support@greensunmedical.com. Response times may vary.
Green Sun reserves the right to make changes to, or to suspend or discontinue (temporarily or permanently), the Green Sun Offerings. You agree that we will not be liable to you or to any third party for any such change, suspension or discontinuance.
7 LIMITATION OF LIABILITY
IN NO EVENT WILL YOU BE ENTITLED TO, AND GREEN SUN, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, SUBSIDIARIES, REPRESENTATIVES, AGENTS, LICENSORS, AND AFFILIATES WILL NOT BE LIABLE FOR, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE GREEN SUN OFFERINGS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CUSTOMERS, INTERRUPTIONS OF SERVICE INCLUDING, WITHOUT LIMITATION, ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE, EVEN IF GREEN SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BRING A CAUSE OF ACTION RELATING TO THE GREEN SUN OFFERINGS OR THIS AGREEMENT AGAINST GREEN SUN’S MEMBERS, MANAGERS, OFFICERS OR EMPLOYEES IN THEIR PERSONAL CAPACITY. YOUR RECOVERY FROM GREEN SUN FOR ANY CLAIM OR SET OF CLAIMS SHALL NOT EXCEED IN THE AGGREGATE TOTAL THE FEES PAID BY YOU TO GREEN SUN FOR THE PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM, IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SUCH LIMITATION MAY NOT APPLY TO YOU.
NOTICE TO CALIFORNIA RESIDENTS:
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
NOTICE TO NEW JERSEY RESIDENTS:
IF YOU ARE ACCESSING THE SERVICE FROM NEW JERSEY, YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SERVICE; AND (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE SPROUT AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SERVICE; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST SPROUT FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF SPROUT AND THEIR AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.
8 INDEMNITY
Upon Green Sun’s request, you agree to indemnify and hold harmless Green Sun and its members, managers, officers, employees, subsidiaries, representatives, agents, licensors, and affiliates from and against, for and in respect of, any claim, loss, damage, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Green Sun Offerings, breach of this Agreement by you (or anyone using Login Information received other than as a result of Green Sun’s negligence or willful misconduct) or violation of any law or the rights of a third party by you (or anyone using Login Information received other than as a result of Green Sun’s negligence or willful misconduct).
9 FORCE MAJEURE
Green Sun shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Green Sun including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
10 PRIVACY POLICY
Green Sun has established a Privacy Policy that describes how Green Sun collects and uses various types of information. You may review the Privacy Policy at greensunmedical.com/privacy/. By agreeing to this Agreement, you consent to the privacy practices detailed in the Privacy Policy, which may be modified from time to time as set out in the Privacy Policy. To the extent you are covered by laws requiring your consent for data transfer to the United States, you agree that your data may be transferred to the United States and collected and used in accordance with the Privacy Policy.
In the case you are a health care provider or other covered entity within the meaning of the HIPAA Privacy Rule and use a Green Sun Offering in connection with individually identifiable personal health information, you agree to have a HIPAA Privacy Rule compliant Notice of Privacy Practices Concerning Your Personal Health Information or similar document consistent with, and at least as restrictive as, Green Sun’s notice of Privacy Practices Concerning Personal Health Information available at greensunmedical.com/privacy/.
11 THIRD PARTY terms and conditions
(a) All Apple iOS-powered mobile device users agree and acknowledge that:
- This Agreement is between you and Green Sun, and not with Apple, Inc. or its affiliated entities (“Apple”);
- Your use of the App must comply with Apple’s then-current Terms of Service found in the Apple App Store;
- Green Sun, not Apple, is solely responsible for the App and all services, features, functionality and content accessible through the App;
- Apple has no obligation to provide maintenance or support services with respect to the App;
- To the maximum extent permitted under applicable law, Apple will have no warranty obligations with respect to the App;
- Green Sun, and not Apple, is responsible for addressing any claims by you or any third party relating to the App or your use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to meet any regulatory or other legal requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed by this Agreement and any law applicable to Green Sun as a provider of the App;
- In the event of any third party claim that the App or your use of the App infringes upon any third party’s intellectual property rights, you or Green Sun, as the case may be, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property claim;
- You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties;
- You will comply with applicable third party terms of agreement when using the App; and
- Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
(b) All Android-powered mobile device users agree and acknowledge that:
- This Agreement is between you and Green Sun, and not with Google, Inc. or its affiliated entities (“Google”);
- Your use of the App must comply with Google’s then-current Terms of Service found in the Google Play Store;
- Google is only a provider of the Google Play Store where you obtained the App. Green Sun, and not Google, is solely responsible for its obligations under this Agreement, which may include services, features, functionality and content you access through the App;
- Google has no obligation or liability to you with respect to the App or this Agreement; and
- Google is a third-party beneficiary of this Agreement with regards to your use of the App.
12 TERM AND TERMINATION
Green Sun may terminate the License, your right to access the Online Offerings, and your license to the App at any time and for any or no reason, whether you violate this Agreement or not. You further understand and agree that Green Sun, at its sole discretion, may terminate, remove or alter the Green Sun Offerings at any time and for any reason or no reason.
You may cancel your License to any or all of the Products or Services at any time, by notifying Green Sun Customer Support by email at support@greensunmedical.com, and such cancellation shall be effective thirty (30) days thereafter. Regardless of the reason for termination, you will continue to be bound by the Terms of Use Agreement and Privacy Policy that were in effect as of the date of termination.
13 ASSIGNMENT
Without Green Sun’s prior written consent, you shall not assign, transfer, pledge, or otherwise transfer this Agreement. If you are a clinician, you will only transfer the Products, or any interest therein, or sublet or lend the Products or permit them to be used by patients whom you oversee their use thereof. Green Sun may assign or novate this Agreement or delegate and/or subcontract its duties, in whole or part, without notice to you. Any attempted assignment contrary to this Agreement shall be void.
14 GOVERNING LAW & DISPUTE RESOLUTION
This Agreement and any dispute or claim arising out of or related to the Agreement, its formation or subject matter, or the Green Sun Offerings (in each case, including without limitation, non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule.
If you bring or institute any legal suit, action, or proceeding arising out of or related to these Agreement, its formation or subject matter, or the Green Sun Offerings (in each case, including without limitation, non-contractual disputes or claims) you agree to do so exclusively in the federal or state courts located in Denver, Colorado USA, and you further agree that such courts shall have in personam jurisdiction and venue with respect to you, and you hereby submit to the in personam jurisdiction and venue of such courts and waives any objection. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
15 WAIVERS
The failure of Green Sun at any time or times to enforce any provisions of this Agreement or to require your performance of any provisions hereof shall in no way be construed to be a waiver of this Agreement or the right of Green Sun thereafter to enforce each and every provision in accordance with the terms of this Agreement.
16 ENTIRE AGREEMENT
This Agreement and the documents referenced herein contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written, between the parties with respect to such subject matter.
17 SEVERABILITY
If any provision(s) of the Agreement is found by a court of competent jurisdiction to be contrary to law, then such provision(s) will be construed, as nearly as possible and to the maximum extent permissible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.