Recode Health Service Plan Agreement
This Service Plan Agreement (the "Agreement") is entered into as of (“Effective Date”) between Recode Health, LLC d/b/a STRIVE Benefits, a Delaware limited liability company having offices at 1850 Mountain Blvd, Oakland, CA 94611 ("Recode Health") and You.
Recode Health develops and sells subscription-based mobile application services and other products and services.
Company desires to buy and resell services and other products from Recode Health. With these goals in mind, Recode Health and Company hereby agree to the following terms and conditions:
1. TERM OF AGREEMENT
The obligations of the parties to this Agreement begin on the Effective Date and end one year from the effective date (the “Initial Term”). This Agreement shall automatically renew for 12-month periods unless either party provides at least 30 days prior written notice of nonrenewal prior to the applicable anniversary of the execution of this Agreement (each such additional term a "Renewal Term" and collectively with the Initial Term, the "Term").
Company will purchase and Recode Health will provide the Subscription Services and other services as described in Exhibit A at the prices provided therein in accordance with the terms and conditions of this Agreement.
3. PRICING AND PAYMENT
All payments shall be made pursuant to the terms of this Agreement to Recode Health within 30 days receipt of an invoice. Services will be billed annually upfront.
4. CANCELLATION FOR DEFAULT
A. If a party is in material default of this Agreement, the non-defaulting party may provide written notice and demand that the defaulting must cure the breach within thirty (30) days. If the breach is not cured within thirty (30) days, the non-defaulting party may terminate the Agreement.
B. Within thirty (30) days of cancellation of this Agreement, Recode Health will provide Company with a final invoice for all services rendered should the Company materially breach this Agreement.
5. GOVERNING LAW
This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles. Both parties agree to submit to the exclusive jurisdiction of federal or state courts located in the County of Alameda, State of California for any disputes arising through this Agreement.
6. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties relating to its subject matter, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision will be effective against a party unless it is in a signed writing by that party. You may not assign Your rights or obligations under this Agreement without the prior written consent of Recode Health.
Addenda attached and incorporated herein.
A. Service Plan for Subscription Services B.Terms & Conditions for STRIVE Subscription Services
RECODE HEALTH, LLC
Date: Name: Saravanan ChettiarTitle:CEO
EXHIBIT A – Service Plan for Subscription & Implementation Services
During the Initial Term, the Company is entitled to purchase STRIVE Subscription services at $0.50 PEPM (self-implementation) or $1.00 PEPM (Recode Health provides implementation support) for a one year minimum commitment. Billing will be based on the census Company provides to Recode Health (subject to audit by Recode Health as set forth in the Terms and Conditions) and all subscriptions shall be billed annually in advance.
EXHIBIT B - TERMS AND CONDITIONS for STRIVE Subscription Services
1. ACCEPTANCE OF TERMS AND CONDITIONS
2. MODIFICATION OF TERMS AND CONDITIONS
We reserve the right to modify these Terms and Conditions at any time and in any manner at our sole discretion by: (a) posting a revision on the Site; or (b) sending information regarding the amendment to the email address You provide to us. BY CONTINUING TO USE OUR SERVICES FOR MORE THAN 20 DAYS AFTER AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING AMENDMENTS HAS BEEN SENT TO YOU, YOU AGREE TO ACCEPT THE AMENDMENTS. You agree that we will not be liable to You for any modification of the Terms and Conditions.
3.1 “Account” means a unique account established by You to enable Your Authorized Users to access and use the Subscription Service.
3.2 “Agreement” means the signed, written agreement between You and Recode Health pursuant to which you obtain rights to access and use the Recode Health Implementation Portal and the Subscription Service and receive Professional Services from Recode Health. The Agreement includes these Terms and Conditions, as well as Your Service Plan, the Business Associate Agreement and any applicable Statements of Work relating to Professional Services.
3.3 “Authorized User” means any employee or agent of You, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register, access or use the Subscription Service as the same Authorized User.
3.4 “Business Associate Agreement” means the Business Associate Agreement which can be found here and which is incorporated herein by reference.
3.5 “Implementation Portal” means the Recode Health implementation portal that allows you to implement Accounts and create Authorized Users.
3.6 “Professional Services” means Professional Services provided by Recode Health to You.
3.7 “Seat” means an active Authorized User listed in the membership of an Account at any one time. No two individuals may log onto or use the Subscription Service as the same Authorized User, but You may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Seats purchased.
3.8 “Service Plan” means the right to access and use the Subscription Service for a specified period in exchange for a periodic fee, subject to any Service Plan restrictions and requirements that are used to describe the selected Service Plan on the RecodeHealth.com website (the “Site”). Restrictions and requirements may include any or all of the following: (a) number of Seats that You may use in a month or year for a fee; (b) per-seat or per-user restrictions; (c) the license to use Recode Health software products in connection with the Subscription Service; and (e) per use fees.
3.9 “Subscription Service” means Recode Health’s healthcare related mobile applications, as updated from time to time, which provide the ability to store and display insurance identification cards, as well as information regarding emergency services, health plans, local healthcare providers, drug pricing and common health related questions.
3.10 “System” refers to the software systems and programs, communication and network facilities, and hardware and equipment used by Recode Health or its agents to provide the Implementation Portal and the Subscription Service.
3.11 “Term” means the period of effectiveness of these Terms and Conditions, as specified in Section 11 below.
3.12 “Transaction Data” means the metadata associated with Your Account (such as transaction history and search history) and maintained by Recode Health in order to establish the digital audit trail required by Implementation Portal and the Subscription Service.
4. SUBSCRIPTION SERVICE
During the term of the Service Plan and subject to these Terms and Conditions, You will have the right to obtain an Account and register Your Authorized Users, who may access and use the Subscription Service. You must be 18 years of age or older to register for an Account and use the Subscription Service. Your right to access and use the Subscription Service is limited to Your Authorized Users, and You agree not to resell or otherwise provide or assist with the provision of the Subscription Service to any third party. In addition, Recode Health’s provision of the Subscription Service is conditioned on Your acknowledgment and agreement to the following:
4.1 The content available through the Subscription Service does not constitute an employee health plan, and does not replace or supplement any form of insurance coverage that You make available to Your employees.
4.2 The content provided through the Subscription Service is for informational and educational purposes only. The provision of this content does not create a medical professional/patient relationship between Your Authorized Users and Recode Health, or Your Authorized Users and any health care professional whose content appears on the Services. Nor does the provision of content constitute an opinion, medical advice, or diagnosis or treatment of any medical condition.
4.3 The provision of the Subscription Services does not satisfy any legal or contractual obligation You may have to provide health care or health insurance to any of Your employees, including Your Authorized Users. You are solely responsible for understanding and fulfilling Your legal obligations to Your employees.
5. RESPONSIBILITY FOR USE OF THE SUBSCRIPTION SERVICE
As between You and us, You are solely responsible for the acts of Your Authorized Users while accessing and using the Subscription Service. You will not use or permit the use of the Subscription Service: (i) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (ii) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iii) in any manner that is likely to damage, disable, overburden, or impair the System or the Subscription Service or interfere with the use or enjoyment of the Subscription Service by others; or (iv) in any way that constitutes or encourages conduct that could constitute a criminal offense.
6. SUBSCRIBER SUPPORT
Recode Health will provide support to You as specified in the Service Plan selected by You. Details regarding our support are available at StriveBenefits.com.
7. IMPLEMENTATION PORTALUpon your execution of the Agreement, you will be provided access to the Implementation Portal. Your right to access and use the Implementation Portal is limited to Your employees, and You agree not to resell or otherwise provide or assist with the provision of the Implementation Portal to any third party. As between You and us, You are solely responsible for the acts of Your employees while accessing and using the Implementation Portal. You will not use or permit the use of the Implementation Portal: (i) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (ii) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iii) in any manner that is likely to damage, disable, overburden, or impair the System or the Implementation Portal or interfere with the use or enjoyment of the Implementation Portal by others; or (iv) in any way that constitutes or encourages conduct that could constitute a criminal offense. Recode Health reserves the right to immediately terminate access to the Implementation Portal at any time with or without cause and without prior notice.
8. AUTHORIZED USER CENSUS AND CREDIT REPORTS
8.1 You will be billed based on the Seats you tell Recode Health You need for an Account. Recode Health reserves the right to audit the number of Authorized Users and required Seats at anytime, and if the number of actual required Seats is 3% or more than the number You reported to Recode Health, you shall be required to reimburse Recode Health for the costs of the audit, which You and Recode Health agree shall be a fixed fee of $15,000.
8.2 You authorize us to ask consumer reporting agencies or trade references to furnish us with employment and credit information, and You consent to our rechecking and reporting personal and/or business payment and credit history if, in our sole discretion, we so choose. If You believe that we have reported inaccurate information about Your account to a consumer reporting agency, You may send a written notice describing the specific inaccuracy to the address provided in the Notices section below.
9. TERM AND TERMINATION
9.1 The term of these Terms and Conditions for each Client begins on earlier of the date You send us the eligibility file or the date you set up a Client in the Implementation Portal and can be terminated in accordance with the applicable SOW.
9.2 For any termination, You will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs.
9.3 You will be in default of these Terms and Conditions if You: (a) fail to pay any amount owed to us; (b) have amounts still owing to us from a prior account; (c) breach any provision of these Terms and Conditions; (d) violate any policy applicable to the Subscription Service; (e) are subject to any proceeding under the Bankruptcy Code or similar laws; or (f) if, in our sole discretion, we believe that Your continued use of the Subscription Service or Implementation Portal presents a threat to the security of other users of the Subscription Service or Implementation Portal. If You are in default, we may, without notice to You, suspend Your Account and use of the Implementation Portal and Subscription Service, withhold refunds and terminate Your Account, in addition to all other remedies available to us. We may require reactivation charges to reactivate Your Account after termination or suspension. The following provisions will survive the termination of these Terms and Conditions and Your Account: Sections 3, 9-11, and 14-22.
10. SUBSCRIBER WARRANTIES
You hereby represent and warrant to Recode Health that: (a) You have all necessary rights and authority to use the Implementation Portal and Subscription Service under these Terms and Conditions and to grant all applicable rights herein; (b) the performance of Your obligations under these Terms and Conditions will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between You and third parties; (c) You will use and authorize Your Authorized Users to use the Subscription Service for lawful purposes only and subject to these Terms and Conditions and will use and authorize Your employees to access and use the Implementation Portal for lawful purposes and subject to these Terms and Conditions; (d) You are responsible for all use of the Implementation Portal and Subscription Service in Your Account; (e) You are solely responsible for maintaining the confidentiality of Your Account names and password(s); (f) You agree to immediately notify us of any unauthorized use of Your Account of which You become aware; (g) You agree that Recode Health will not be liable for any losses incurred as a result of a third party's use of Your Account, regardless of whether such use is with or without Your knowledge and consent; (h) You will not use the Implementation Portal or Subscription Service in any manner that could damage, disable, overburden or impair the System, or interfere with another's use of the Implementation Portal or Subscription Service; (i) any information submitted to Recode Health by You is true, accurate, and correct; and (j) You will not attempt to gain unauthorized access to the System, the Implementation Portal or the Subscription Service, other accounts, computer systems, or networks under the control or responsibility of Recode Health through hacking, cracking, password mining, or any other unauthorized means.
11. RECODE HEALTH WARRANTIES
Recode Health represents and warrants that: (a) the performance of our obligations under these Terms and Conditions will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between us and third parties; (b) the Implementation Portal and Subscription Service will work in accordance with the Documentation provided by us in their then-current form at the time of the provision of such Implementation Portal or Subscription Service; and (c) Recode Health has implemented information security policies and safeguards to preserve the security, integrity, and confidentiality of content that You and Your Authorized Users submit to the Implementation Portal or Subscription Service.
12. DISCLAIMER OF WARRANTIES
WE PROVIDE THE IMPLEMENTATION PORTAL, SUBSCRIPTION SERVICE AND THE PROFESSIONAL SERVICES “AS IS”. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE IMPLEMENTATION PORTAL, SUBSCRIPTION SERVICE OR THE PROFESSIONAL SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT INFORMATION OR RESULTS OBTAINED FROM THE USE OF THE IMPLEMENATON PORTAL, SUBSCRIPTION SERVICE OR THE PROFESSIONAL SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THIRD PARTY CONTENT ON THE IMPLEMENATION PORTAL OR SUBSCRIPTION SERVICE. WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE IMPLEMENATION PORTAL OR SUBSCRIPTION SERVICE OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. WE DO NOT WARRANT THAT THE IMPLEMENATION PORTAL OR THE SUBSCRIPTION SERVICE WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE IMPLEMENATION PORTAL, SUBSCRIPTION SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL CODE. YOUR ONLY REMEDY FOR DEFECTIVE PROFESSIONAL SERVICES WILL BE THAT RECODE HEALTH WILL, AT ITS OPTION, REPAIR OR REPLACE ANY DEFECTIVE DELIVERABLES PROVIDED THROUGH OUR PROFESSIONAL SERVICES OR ISSUE A REFUND FOR MONIES PAID FOR THE DEFECTIVE SERVICES.
13. SUBSCRIBER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to: (a) Your use of the Implementation Portal, Subscription Service and the deliverables from our Professional Services; (b) Your violation of these Terms and Conditions; (c) Your infringement, or infringement by any other user of Your Account, of any intellectual property or other right of any person or entity; or (d) the nature and content of all materials, works, data, statements, and other visual, graphical, written, or audible communications of any nature submitted by any Authorized User of Your Account or otherwise processed through Your Account.
14. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SUBSCRIPTION SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECODE HEALTH DISCLAIMS LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTH CARE PROVIDERS UTILIZED THROUGH USE OF THE IMPLEMENTATION PORTAL OR SUBSCRIPTION SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” UNDER NO CIRCUMSTANCES WILL RECODE HEALTH'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE IMPLEMENTATION PORTAL OR SUBSCRIPTION SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO RECODE HEALTH UNDER THESE TERMS AND CONDITIONS DURING THE 3 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. RECODE HEALTH’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO OUR PROFESSIONAL SERVICES WILL BE CAPPED AT THE AMOUNT ACTUALLY PAID BY YOU FOR THE AFFECTED PROFESSIONAL SERVICES.
“Confidential Information” means any confidential, proprietary and trade secret information of Recode Health that is disclosed to or made available to You. Confidential Information does not include any information that: (a) was rightfully known to You prior to receiving it from Recode Health; (b) is independently developed by You without use of or reference to any Confidential Information; (c) is rightfully acquired by You from another source without restriction as to use or disclosure; or (d) is or becomes publicly known through no fault or action of You. During and after the Term of these Terms and Conditions, You will: (i) use the Confidential Information solely for the purpose for which it is provided; (ii) not disclose such Confidential Information to a third party; and (iii) protect such Confidential Information from unauthorized use and disclosure to the same extent that You protect Your own Confidential Information of a similar nature (but no less than reasonable care under the circumstances). If You are required by law to disclose the Confidential Information, You must give prompt written notice of such requirement before such disclosure and assist the Recode Health in obtaining an order protecting the Confidential Information from public disclosure. You acknowledge that, as between You and us, all Confidential Information You receive from Recode Health, including all copies, is proprietary to and exclusively owned by Recode Health.
16. PRIVACY AND HIPAA
16.2 HIPAA. If You provide or disclose to us any Protected Health Information, You agree that Recode Health is Your subcontractor business associate and that the provisions of the Business Associate Agreement shall govern our use and disclosure of such Protected Health Information, which provisions are incorporated herein by reference.
17. ACCESS LIMITS
18. INTELLECTUAL PROPERTY
Recode Health is the owner of various intellectual property and technology rights associated with the Implementation Portal, Subscription Service and the Professional Services. Except for the rights expressly granted in the Agreement, Recode Health does not transfer to You or any Authorized User any of Recode Health’s technology or other intellectual property or technology rights. All right, title, and interest in and to Recode Health’s technology and intellectual property will remain solely with the Recode Health. You agree that You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Implementation Portal, Subscription Service or Recode Health’s technology. Recode Health agrees that data and information provided by You under these Terms and Conditions will remain, as between You and Recode Health, owned by You.
If You choose to provide us with any feedback, suggestions, or similar communications (collectively, “Feedback”), You grant to Recode Health a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, fully paid-up, irrevocable license, under all of Your intellectual property rights, to use, reproduce, display, perform, modify, create derivative or collective works and distribute Your Feedback, and any of our products or services embodying Your Feedback, in any manner we choose, without reference to the source.
20.1 Recode Health will be and act as an independent contractor (and not as the agent or representative of You) in the performance of these Terms and Conditions. These Terms and Conditions will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; (c) prohibiting or restricting either party’s performance of any services for any third party; or (d) establishing or as a foundation for any rights or remedies for any third party, whether as a third party beneficiary or otherwise. You must not represent to anyone that You is an agent of Recode Health or is otherwise authorized to bind or commit Recode Health in any way without Recode Health’s prior authorization.
20.2 You may not assign its rights, duties, or obligations under these Terms and Conditions without Recode Health’s prior written consent. If consent is given, these Terms and Conditions will bind Your successors and assigns. Any attempt by You to transfer its rights, duties, or obligations under these Terms and Conditions except as expressly provided in these Terms and Conditions is void. Recode Health may freely assign its rights, duties, and obligations under these Terms and Conditions. Recode Health may utilize a subcontractor or other third party to perform its duties under these Terms and Conditions so long as: (a) Recode Health will not be relieved of any responsibilities or obligations under these Terms and Conditions that are performed by the subcontractor or third party; and (b) Recode Health will remain Your sole point of contact and sole contracting party.
20.3 We may provide, or third parties may provide, links to other Web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and You hereby waive any claim You might have against us with respect to such sites. RECODE HEALTH IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE CONTAINED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the Site.
20.4 Any notice required or permitted to be given in accordance with these Terms and Conditions will be effective if it is in writing and sent by email, certified or registered mail, or insured courier, return receipt requested. Notices to You will be sent to the address You provided in Your Service Plan, unless You notify us of another address in writing.
20.5 Neither party will be liable for, or be considered to be in breach of or default under these Terms and Conditions on account of, any delay or failure to perform as required by these Terms and Conditions as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
20.7 The waiver by either party of any breach of any provision of the Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with the Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of the Agreement.
20.8 If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms and Conditions will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under these Terms and Conditions is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
20.9 Recode Health may retain Transaction Data for as long as it has a business purpose to do so.
20.10 Except as set forth in Section 2 of these Terms and Conditions, these Terms and Conditions may not be amended except in writing signed by both You and us. In the event that we make such a change that has a material adverse impact on Your rights or use of the Service, You may terminate these Terms and Conditions by giving us notice within 20 days of the date we notify You, and You will not be charged any cancellation fee. These Terms and Conditions are the final and complete expression of the agreement between these parties regarding the Subscription Service. These Terms and Conditions supersede, and the terms of these Terms and Conditions govern, all previous oral and written communications regarding these matters.