iTranslate Medical - Terms of Service

Effective date: April 1, 2024

Thank you for using the iTranslate Medical services and application (“iTranslate Medical”). iTranslate Medical is a service of Bending Spoons Operations S.p.A. based in Via Nino Bonnet 10, Milan, Italy.

Important

These iTranslate Medical Terms of Service (the "Terms"), together with our iTranslate Medical Privacy Policy and iTranslate GmbH Cookie Policy (collectively, the “Terms”), govern your use of iTranslate Medical, so please read them carefully before using the iTranslate Medical application. By using iTranslate Medical, you agree to be bound by these Terms. If you don't agree to these Terms, do not use iTranslate Medical.

If you are downloading iTranslate Medical on behalf of a legal entity, then you hereby represent that you have the authority to bind that organization to these Terms.  Further, if you are downloading iTranslate Medical on behalf of a “covered entity” or “business associate”, as these terms are defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”), we hereby disclaim any obligation as a HIPAA business associate unless you or the organization on whose behalf you download iTranslate Medical enters into a (A) master services agreement and (B) iTranslate Medical Business Associate Addendum with us.  Please contact support.bendingspoons.com with subject line “iTranslate Medical Business Associate Addendum” for more information.

We may revise the Terms from time to time. Changes may be posted to our website and in updates to the iTranslate Medical mobile application.  Please check for changes regularly.  By continuing to use iTranslate Medical after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using iTranslate Medical.

THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS YOU AND BENDING SPOONS AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL. (SEE SECTION L (DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION).) YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN 30 DAYS FROM THE DATE WHEN THESE TERMS ARE NOTIFIED TO YOU; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION L (DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION) BELOW.

A. Auto Renewing Subscriptions

For auto renewing subscriptions completed in our iOS versions of iTranslate Medical, the following terms apply:

• Payment will be charged to your iTunes Account at confirmation of purchase.

• Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period.

• Account will be charged for renewal within 24-hours prior to the end of the current period and identify the cost of the renewal

• Subscriptions may be managed by the user; auto-renewal may be turned off by going to the user's Account Settings after purchase.

• Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to iTranslate Medical, where applicable.

• You can cancel a free trial or subscription anytime by turning off auto-renewal through your iTunes account settings. This must be done 24 hours before the end of a free trial or subscription period to avoid being charged. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free service, where applicable.

B. Your Information and Responsibilities

• To use iTranslate Medical, you do not need to create an account unless your use is authorized by an organization that purchases multiple licenses from us.  Please contact support.bendingspoons.com with the subject line “iTranslate Medical Enterprise Account” for more information.  In that case, you will be able to sign in by entering the account credentials given to you by your organization.  iTranslate Medical does not support single sign-on authentication through third-party services at this time.

• You may use iTranslate Medical only if you are 18 years or older and are not barred from using iTranslate Medical under applicable law.

• If you create an iTranslate Medical account, you are responsible for safeguarding the password that you use to access iTranslate Medical. You are responsible for any activity on your account, whether or not you authorized that activity. You should immediately notify iTranslate Medical (or, if applicable, the organization that gave you credentials to access and use your copy of iTranslate Medical) of any unauthorized use of your account.

• By using iTranslate Medical, you provide us with graphics, images and text information, including “quick phrases” and customized conversation workflows (collectively, "content"). In order to develop feature enhancements and monitor service performance, we reserve the right to access your content.  If we do so, you hereby grant us a non-exclusive, fully transferable, sublicensable, worldwide, royalty-free, perpetual, irrevocable, fully paid-up right and license to use, copy, reproduce and create derivative works of your content, subject to the iTranslate Medical Privacy Policy. You represent and warrant that you own or have the necessary rights to all of your content, and that our use of your content does not infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

C. Your User Reviews

If you choose to provide app store reviews or reviews via any social medial channel, or other similar communication or messaging features or services (“User Review”), such information may be made publicly available, including commercially or for any other purpose whatsoever without compensation to you, including the public-facing username as it appears with the review. You hereby grant Bending Spoons and its affiliates a worldwide, perpetual, irrevocable, non- exclusive, sub-licensable (through multiple tiers) royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your User Review. In addition, you waive any so-called "moral rights" or "performance rights" in your User Review. If you prefer that we do not use your User Review, you will be able to elect for us not to do so by submitting your request https://support.bendingspoons.com/ (please include your name, mailing address, and email address). For security purposes, please do not include any password, social security number, payment card or other sensitive information via these features. We have the right, but not the obligation to monitor messages and communications between and among users for security and training purposes. We may, but are not obligated to, remove any content we deem inappropriate.

D. Bending Spoons Intellectual Property Rights

Bending Spoons and its licensors exclusively own iTranslate Medical, including all associated intellectual property rights. You acknowledge that iTranslate Medical is protected by copyright, trademark, and other laws of Italy, the United States and other foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights or notices incorporated in or accompanying iTranslate Medical.

Bending Spoons grants you a limited, non-exclusive, non-transferable license to view, copy, and display iTranslate Medical solely in connection with your permitted use thereof.

E. General Prohibitions

You agree not to do-or attempt to do-any of the following:

• Probe, scan, or test the vulnerability of any iTranslate Medical system or network or breach any security or authentication measures;

• Access, tamper with, or use non-public areas of Bending Spoons, Bending Spoons computer systems, or the technical delivery systems of Bending Spoons' providers;

• Decipher, decompile, disassemble or reverse engineer any of the software used to provide iTranslate Medical;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing Bending Spoons;

• Access or search iTranslate Medical or download any intellectual property from iTranslate Medical through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than our publicly supported interfaces;

• Plant malware or use iTranslate Medical to distribute malware;

• Send any unsolicited communications, promotions, advertisements or spam;

• Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

• Post or transmit anything that is fraudulent or misleading, or that infringes on others' rights;

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate the privacy of others;

• Violate any applicable law or regulation; or

• Encourage or enable any other individual to do any of the above.

Although we're not obligated to monitor access to or use of iTranslate Medical or your content, or to review or edit any of your content or the intellectual property of other iTranslate Medical users, we have the right to do so for the purpose of operating iTranslate Medical or any of our other products and services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of your content, at any time and without notice, including, but not limited to when we, at our sole discretion, consider any of your content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that negatively affects iTranslate Medical or any of our other products or services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

F. DMCA/Copyright Policy

We respect copyright law and expect you to do the same. It's our policy to terminate those accounts that repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you believe that a Bending Spoons product infringes your copyright, please contact Bending Spoons’ legal department at legal@bendingspoons.com.

G. Termination

We may suspend iTranslate Medical or terminate your access to and use of iTranslate Medical, at our sole discretion, at any time and without notice to you. For example, we may suspend or terminate your use if you are not complying with these Terms, or use iTranslate Medical in any way that would cause us legal liability or disrupt others' use of iTranslate Medical. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You may cancel your account at any time by contacting us at https://support.bendingspoons.com/.

H. IMPORTANT

Your activity on iTranslate Medical is not monitored by us.  If you have an urgent or specific health care need, please call the emergency services or your regular health care provider, or go to an emergency department near you.

Neither we nor any of our licensors or service providers makes any warranty as to the reliability, accuracy, timeliness, usefulness or completeness of any material, content or information appearing in iTranslate Medical.  We do not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be included in user-generated content or elsewhere in the service. iTRANSLATE MEDICAL, INCLUDING ALL OF THE MATERIAL, CONTENT AND INFORMATION MADE AVAILABLE THROUGH iTRANSLATE MEDICAL, ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE OR TREATMENT. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. You should never disregard medical advice or delay seeking it because of something you read when accessing iTranslate Medical. iTranslate Medical not a substitute for professional medical advice.

1. Warranty Disclaimers

OTHER THAN EXPRESSLY STATED HEREIN OR REQUIRED BY LAW, ALL PRODUCTS AND SERVICES OFFERED THROUGH iTRANSLATE MEDICAL ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.   WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM, AND YOU ACKNOWLEDGE, THAT TRANSLATIONS PROCESSED THROUGH iTRANSLATE MEDICAL ARE NOT GUARANTEED TO BE EXACT, COMPLETE, ACCURATE OR FREE FROM INAPPROPRIATE LANGUAGE.  OUR TRANSLATIONS ARE PROVIDED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT BE RELIED UPON FOR DECISIONS THAT COULD RESULT IN HARM TO YOURSELF OR THIRD PARTIES.  YOU ARE SOLELY RESPONSIBLE FOR RELYING UPON THE INFORMATION YOU RECEIVE FROM OUR PRODUCTS OR SERVICES.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

J. Indemnity

Be advised, an intended use of iTranslate Medical is to facilitate communications between parties that do not share a common language.  Necessarily, this means that you will be using iTranslate Medical to collect personal data from third parties that have not accepted these Terms.  For this reason, you acknowledge and accept full responsibility for collecting, using and disclosing such personal data in accordance with all applicable laws, and agree to indemnify and hold harmless Bending Spoons and its corporate affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your violations of these Terms, including violations to the personal or privacy rights of third parties as a result of your use of iTranslate Medical; (ii) your misappropriation or infringement of iTranslate Medical or our licensors' intellectual property; and (iii) your content.

K. Limitation of Liability

NEITHER BENDING SPOONS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING ITRANSLATE MEDICAL, INCLUDING OUR LICENSORS, WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, INCLUDING LOST PROFITS OR REVENUES, DIMINUTION IN VALUE ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, LOSS OF DATA, PRIVACY OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE BENDING SPOONS‘ OR OUR LICENSORS' INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BENDING SPOONS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL BENDING SPOONS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE ITRANSLATE MEDICAL OR TO ACCESS YOUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO BENDING SPOONS FOR USE OF ITRANSLATE MEDICAL OR TWENTY DOLLARS ($20), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BENDING SPOONS, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BENDING SPOONS AND YOU.

The limitation of liability set forth above shall only apply to the extent permitted by applicable law.

L. DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOUR AND OUR ABILITY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND US FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND WE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW IN THE SECTION TITLED “OPTING OUT OF ARBITRATION” IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS.

Claims Subject to this Section. The dispute resolution and binding arbitration terms in this section apply to all Claims between you and us. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either party wishes to seek legal recourse and that arises from or relates to these Terms or iTranslate Medical, including any related to privacy or data-security or to the formation, validity, enforceability, revocability, performance, breach, or scope of the Terms or arbitration agreement or any portion of it or arising out of or relating to interpretation or application of the Terms or arbitration agreement.

Informal Dispute Resolution Prior to Arbitration. If you have a Claim against us or if we have a Claim against you, you and we must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. You and we will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to us by certified mail addressed to Via Nino Bonnet 10, 20154 Milano, Italy or by email to bspoperations@legalmail.it. We will send any Claimant Notice to you by certified mail or email using the contact information you have provided to us or via reasonably available means of notice if you have not provided certified mail or email contact information to us. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or we cannot initiate arbitration before the end of the Informal Resolution Period. If you or we file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Information Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or us, including any disputes in which you or we seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or our intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with the above section will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.

Binding Individual Arbitration. Subject to the terms of this section, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these Terms.

If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use iTranslate Medical for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules apply to Claims between you and us, as modified by these Terms. For Claims that must be arbitrated by AAA, if you are not a “Consumer,” the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures apply to Claims between you and us as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability.

Arbitration Procedure and Location. You or we may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM (or with AAA if applicable pursuant to the above section).

Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to us by certified mail addressed to Via Nino Bonnet 10, 20154 Milano, Italy or by email to bspoperations@legalmail.it. We will send any demand for arbitration to you by certified mail or email using the contact information you have provided to us or via reasonably available means of notice if you have not provided certified mail or email contact information to us.

The arbitration will be conducted by a single arbitrator in the English language. You and we both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks USD $10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD $10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and we agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

Arbitration Fees. Except for circumstances outlined in the following two sections, each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed for any improper purpose, such as to harass the responding party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

Offers of Settlement: Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party rejected, that party must pay all arbitration costs and fees incurred by the other party after the written settlement offer was made.

One Year to Assert Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM BY YOU OR US AGAINST THE OTHER MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM ARISES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU OR WE WILL NO LONGER HAVE THE RIGHT TO ASSERT THAT CLAIM.

Confidentiality. If you or we submit a Claim to arbitration, you and we agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and we agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in these Terms. You or we may advise the other of your or our belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter.

COORDINATED CLAIMS MAY ONLY BE FILED IN ARBITRATION AS PERMITTED BY THE BELLWETHER PROCESS SET FORTH BELOW. APPLICABLE STATUTES OF LIMITATIONS WILL BE TOLLED FOR CLAIMS ASSERTED AS COORDINATED CLAIMS FROM THE TIME A COMPLIANT CLAIMANT NOTICE HAS BEEN RECEIVED BY A PARTY UNTIL THESE TERMS PERMIT SUCH COORDINATED CLAIMS TO BE FILED IN ARBITRATION OR COURT.

The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.

After that point, counsel for the parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process.

A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by us. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this section shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with section.

To the extent you are asserting the same Claim as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.

If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days from the date when these Terms are notified to you by providing us with notice of your decision to opt out via email at bspoperations@legalmail.it or by certified mail addressed to Via Nino Bonnet 10, 20154 Milano, Italy. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. If you opt out of this updated arbitration clause and were previously subject to an arbitration clause in effect prior to this updated arbitration clause, then that prior arbitration clause shall remain as the agreement between us. If you are a new user and did not previously consent to the prior arbitration clause and you choose to opt-out of this updated agreement, then we will also not be bound by this updated arbitration clause.

Rejection of Future Arbitration Changes. You may reject any change we make to section (except address changes) by sending us notice of your rejection within 30 days of the change via email at bspoperations@legalmail.it or by certified mail addressed to Via Nino Bonnet 10, 20154 Milano, Italy. Changes to section may only be rejected as a whole, and you may not reject only certain changes to section. If you reject changes made to section, the most recent version of section that you have not rejected will continue to apply.

Severability. If any portion of this section is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

M. Governing Law

These Terms and any action related thereto will be governed by the laws of the Austria without regard to its conflict of laws provisions. The place of fulfilment is Graz, Austria. You also have the possibility to enforce Your rights before the competent courts of general jurisdiction. Alternatively, You may use Online Dispute Resolution (“ODR”). ODR offers an out-of-court solution to disputes connected to online transactions: http://ec.europa.eu/consumers/odr/

N. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Bending Spoons and you regarding iTranslate Medical, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Bending Spoons and you regarding iTranslate Medical.

You may not assign or transfer these Terms, by operation of law or otherwise, without Bending Spoons’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Bending Spoons may freely assign or transfer these Terms without notice or restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Bending Spoons under these Terms, including those regarding modifications to these Terms, will be given: (i) by Bending Spoons via email (if available to us); or (ii) by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Bending Spoons’ failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Bending Spoons. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

O. Contact Information

If you have any questions about these Terms, please contact us at:

Bending Spoons Operations S.p.A.
Via Nino Bonnet 10
20154 Milano
Italy
https://support.bendingspoons.com/