Terms and Conditions
Effective Date: October 15, 2021
AS FURTHER DESCRIBED BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
As described in Section 5(g) below, Rest will not refund you for any reason if you receive a Treatment , except as determined in its sole discretion. For avoidance of doubt, if you engage in conduct deemed inappropriate or unsafe by a Provider, as determined in the Provider's sole discretion, including, but not limited to, making inappropriate requests, engaging in inappropriate behavior, including inappropriate touching, or the Provider perceives a threat to his/her safety or well-being, and such conduct results in a Provider ending the Treatment or Medical Treatment prior to the end of the allotted time, Rest will not refund you.
Use of Web Site, Mobile Applications, and our Service
a. The "Service" is Rest's website located at www.restmassage.net , and mobile applications, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. The Service provides health and wellness professionals ("Providers") with a network (the “Rest Network") through which Providers can provide Treatments (each, a "Treatment") to consumers, whether in-person or virtually, meaning utilizing a video communications platform. Any person who accesses and/or uses the Service to book a Treatment on his or her own behalf, or on behalf of any third party, will be referred to herein as a “Rest Member".
b. Subject to the terms and conditions of these Terms, Rest hereby grants you a limited revocable, non-exclusive, non-transferable license to access and use the Service, solely in the manner intended by Rest. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. Rest reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
2. Registration, Accounts, Passwords and Security
a. Rest Members. In order to become a Rest Member, you must complete the registration process by providing Rest with current, complete and accurate information, as prompted by the applicable registration form.
b. Providers. In order to become a Provider, you must enter into the Agreement Between Rest and Provider for Use of Rest Services (the "Provider Agreement") and provide any information required by Rest in order to verify your identity and credentials or as otherwise set forth in the Provider Agreement. Providers providing virtual wellness services must also sign an addendum governing audiovisual usage.
c. Accuracy of Information. You acknowledge that in the event you provide any information to Rest which is untrue, inaccurate, not current or incomplete, Rest may terminate these Terms and your continued access and use of the Service.
i. You represent and warrant that you are at least eighteen (18) years of age, that you have not been previously suspended or removed from the Service, and that you possess the legal right and ability to enter into these Terms. THE SERVICE IS NOT FOR PERSONS YOUNGER THAN REST S STATED AGE MINIMUMS OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY REST. Treatments may be booked for minors through the platform by a parent or legal guardian who must be present in the same room during the entire duration of appointment. Guardians who are booking for minors must indicate that they are booking for a dependent and indicate the age of the minor at the time of booking. For massage therapy, physical therapy, and assisted stretching appointments, minors must wear T-shirts and shorts for the entire duration of their appointments.
Treatments may be booked for minors as follows:
16 and older for massage therapy and assisted stretching
10 and older for physical therapy
ii. If you are using the Service on behalf of an individual, company, entity, or organization (each, a "Guest"), you represent and warrant that (A) you are an authorized representative of such Guest with the authority to bind such Guest to these Terms, (B) agree to be bound by these Terms on behalf of such Guest, and (C) your Guest meets the eligibility requirements for the Service, as set forth in these Terms. Further, you will be solely responsible for ensuring your Guest complies with these Terms.
e. Credentials. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Rest immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at www.restmassage.net/contactus You are responsible for all use of the Service occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Rest will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Rest or another party due to someone else
using your account or password.
3.Your Responsibilities. You may use the Service solely for lawful and, unless you are a Provider or On-Call Member (defined in Section 5.h below), non-commercial purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):
a. use, copy, install, transfer or distribute the Service, except as specifically permitted by these Terms;
b. modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service or its Content (as defined below);
c. remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
d. create user accounts by automated means or under false or fraudulent pretenses;
e. use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Service;
f. probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
g. reformat, mirror, or frame any portion of the web pages that are part of the Service;
h. express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
i. transmit (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
j. transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
k. harvest or collect information about other users without their prior written consent;
l. undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Service, including Content, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the Service's authorized features, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Rest.
m. access, tamper with, or use non-public areas of the Service, Rest’s (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Rest's providers;
n. harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Rest employees and other users;
o. create a new account with Rest, without Rest's express written consent, if Rest previously disabled an account of yours;
p. solicit, or attempt to solicit, personal information from other users, except as permitted through the Service's functionality;
q. restrict, discourage or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users;
r. gain unauthorized access to the Service, to other users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
s. violate any applicable federal, state or local laws, regulations or these Terms;
t. use the Service for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Service to contact Providers for sexual or other inappropriate purposes, or using the Service in violation of Rest's or any third party's intellectual property or other proprietary or legal rights; or
u. use or access the Service to build a competing service.
We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
4. Medical-Related Disclaimers
a. THE CLAIMS MADE IN CONNECTION WITH THE MOBILE APPLICATION OR THROUGH THE SERVICE HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR MEDICAL CONDITION.
b. THE CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE SERVICE, INCLUDING MATERIALS, (COLLECTIVELY, THE "CONTENT") ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NONE OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICE SHOULD BE CONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR CONSULTATION. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. BY USING THE SERVICE, YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND THAT YOU WILL ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL MATTERS. IN NO EVENT WILL A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BY USING THE SERVICE.
c. REST DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY INFORMATION PROVIDED BY REST OR OTHER VISITORS TO THE SERVICE IS SOLELY AT YOUR OWN RISK. THE SERVICE MAY CONTAIN HEALTH- OR MEDICAL-RELATED MATERIALS THAT SOME MAY CONSIDER SEXUALLY EXPLICIT. IF YOU FIND THESE MATERIALS OFFENSIVE, YOU MAY NOT WANT TO USE THE SERVICE.
d. THE SERVICE IS CONTINUALLY UPDATED AND REST MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY OR COMPLETENESS. REST MAKES NO WARRANTY THAT THE INFORMATION AVAILABLE ON THE SERVICE INCLUDES THE MOST RECENT FINDINGS.
e. YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICE OR BY ANY PROVIDER TO YOU IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH, AS ALLOWABLE TO THE EXTENT OF THE LAW. THE SERVICE ARE NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.
f. ALTHOUGH REST PROVIDES INFORMATION ABOUT VARIOUS PROVIDERS ON THE SERVICE, REST DOES NOT RECOMMEND ANY OF THE PROVIDERS AND DOES NOT PROVIDE THE SERVICES RENDERED BY SUCH PROVIDERS. REST REQUESTS COPIES OF PROVIDERS' LICENSES, CERTIFICATIONS AND OTHER BACKGROUND INFORMATION, BUT REST DOES NOT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION-GATHERING OR THAT A PARTICULAR PROVIDER IS QUALIFIED TO PERFORM ANY GIVEN SERVICE.
g. IT IS SOLELY THE RESPONSIBILITY OF EACH REST MEMBER, AND NOT REST, TO DETERMINE WHETHER A GIVEN PROVIDER IS QUALIFIED AND CAPABLE OF RENDERING SERVICES. FURTHER, REST DOES NOT AND CANNOT GUARANTEE THAT ITS IDENTITY VERIFICATION PROCESSES (WHETHER OF REST MEMBERS OR PROVIDERS) ARE ACCURATE AND, TO THE FULLEST EXTENT PERMITTED BY LAW, REST DISCLAIMS ANY LIABILITY ARISING OUT OF A REST'S FAILURE TO ACCURATELY VERIFY THE IDENTITY OF A REST MEMBER OR PROVIDER. YOU SHOULD EXERCISE COMMON SENSE AND CAUTION TO PROTECT YOUR AND OTHERS' PERSONAL PROPERTY AND PERSONAL SAFETY. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH ANY THIRD PARTY YOU INTERACT WITH IN OR THROUGH THE SERVICE.
h. YOU AGREE THAT TREATMENT AND MEDICAL TREATMENT APPOINTMENTS MAY CARRY INHERENT RISK, AND BY REQUESTING A TREATMENT OR MEDICAL TREATMENT, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, THE TREATMENTS AND MEDICAL TREATMENTS MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY REQUESTING SUCH TREATMENTS OR MEDICAL TREATMENTS. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR APPOINTMENT. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE OR RECEIVING THE TREATMENTS OR MEDICAL TREATMENTS MADE AVAILABLE TO YOU BY REST AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH
INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
5. Booking Treatments and Medical Treatments. As a condition of being permitted to make appointments for Treatments or Medical Treatments through the Service, Rest Members agree with the following terms for all appointments booked on the Service.
a. Treatments Booked Through the Service. Rest Members understand that Providers and Healthcare Providers providing the Services are highly trained, certified and licensed (where applicable under relevant state law) and specialize in medical, massage therapy, personal training, assisted stretch, and other health and wellness techniques, as applicable. Rest does not tolerate any requests deemed sexual or inappropriate in nature. Users reported for inappropriate behavior will be immediately removed from the Service. Rest Members agree that Treatments are for therapeutic purposes only and should not be used if the person who will receive the Treatment is on any medication that would be expected to weaken bone structure and/or connective tissue or lead to enhanced bleeding; have edema due to chronic heart failure or kidney failure; have an inflammatory condition in the acute stage; have acute phlebitis and/or deep venous thrombosis; have had an acute trauma or recent surgery; are in the first trimester of pregnancy; or where Treatment is otherwise contraindicated. A Rest Member who uses the Service to book a Treatment or Medical Treatment on his or her own behalf should consult a physician if uncertain as to whether a Treatment or Medical Treatment is appropriate for such Rest Member, and a Rest Member who uses the Service to book a Treatment or Medical Treatment on behalf of a third party should encourage that third party to do the same.
b. Prices. The fees listed on the Service are the standard fees for the listed service, which Rest may change at any time in its sole discretion by so posting on the Service. In addition, fees for services provided by a Provider or Healthcare Provider may vary depending on a variety of factors such as length, day, time, or location of appointment. The fee you are ultimately charged is the "Fee."
c. No Liability.To the fullest extent permitted by law, Rest will not have any liability whatsoever for any of the services provided by Providers or Healthcare Providers. Providers and Healthcare Providers bear sole liability for all of the services provided, including those services that are booked through the Service.
d. Exclusive Booking through Rest. In order to receive pre-negotiated rates with Providers or Healthcare Providers, Rest Members agree that once a Rest Member has made an appointment with a Provider through the Rest Network, all subsequent appointments with the Provider or Healthcare Provider will be made through Rest, for as long as: (i) the Provider or Healthcare Provider is an active participant in the Rest Network, and (ii) the Rest Member continues to keep its account with Rest active and in good standing.
e. Responsibility for Payment. You will be charged the Fee prior your receipt of a Treatment by a Provider. You agree to pay to Rest all Fees, whether or not you dispute the amount of the charge or the quality or nature of the services provided. You acknowledge that Treatments obtained through the Service in all likelihood will not be covered services under your benefit plan, the Medicare program, a state Medicaid program, or any health insurance plan whether government-sponsored or private. Notwithstanding the foregoing, Medical Treatments may be reimbursable under your benefit plan, the Medicare program, a state Medicaid program, or any health insurance plan whether government-sponsored or private, although reimbursement is solely up to the applicable plan or program. Rest will have no liability in connection with your ability to secure reimbursement for any such Medical Treatment. You acknowledge and agree that Rest will not file any claims with your insurance benefit plan, the Medicare program, a state Medicaid program, or any other third party medical benefits program, and that the services you receive from or through Rest may not be eligible for reimbursement under such plans. You acknowledge, understand and agree that when using the Service, you may be responsible for standard phone, data and messaging charges from your wireless carrier. Under no circumstances will Rest be responsible for any wireless email, data, phone, or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number, or email address.
f. Cancellations. If you cancel before your scheduled Treatment or Medical Treatment, then Rest may charge you a cancellation fee, which will be set forth in the Cancellation Policy.
g. Dispute Resolution. Although Rest retains the right to mediate any dispute between you and a Provider or a Healthcare Provider, all disputes between you and such Provider or Healthcare Provider must ultimately be resolved between you and the Provider or Healthcare Provider directly. All sales booked through the Service are final and Rest provides no refunds, except as determined in Rest’s sole discretion. For avoidance of doubt, Rest will not refund you for any reason if you receive a Treatment or Medical Treatment, except as determined in its sole discretion. If you engage in conduct deemed inappropriate or unsafe by a Provider or Healthcare Provider, as determined in the Provider's sole discretion, including, but not limited to, making inappropriate requests, engaging in inappropriate touching, or the Provider or Healthcare Provider perceives a threat to his/her safety or well-being, and such conduct results in a Provider or Healthcare Provider ending the Treatment or Medical Treatment prior to the end of the allotted time, Rest will not refund you.
h. On-Call Bookings. If a Rest Member is a On-Call that books Treatments on behalf of third parties, including Guests (“On-Call Member"), then this paragraph applies to such On-Call Member's use of the Service in addition to all other terms and conditions in these Terms.
i. No Conflicts. By accessing and/or using the Service as a On-Call Member, you hereby represent, warrant and covenant to us that such access and/or use of the Service does not and will not violate any contract or agreement between you and any third party, including, without limitation, your employer.
j. On-Call Tip. On-Call Members will receive a tip for any Treatments booked through the Service in an amount set forth on the Service, which amount Rest may change from time-to-time in its sole discretion (“On-Call Tip"). The On-Call Member must provide to Rest any information and/or documentation that Rest needs to pay the On-Call Tip to the On-Call Member (including, without information, a W-9 form and any other tax-related information). Rest will pay the On-Call Tip to the On-Call Member on a weekly basis through the Automated Clearing House. With respect to each Treatment the On-Call Member books through the Service, the On-Call Member must include all information required by the Service and any other relevant information that would be necessary and/or helpful to enable the Provider to provide the Treatment, which includes, without limitation, the Treatment recipient's name and address, any parking instructions and whether the Provider must supply a massage table, or any other equipment.
k. Reserved Tables. You agree to use commercially reasonable efforts to determine whether your employer or commercial or residential building has stored massage tables or other equipment for Rest. You further agree to promptly provide such information to Rest upon Rest's request. Rest may retrieve any such tables or other equipment at any time in its sole discretion, without prior notice or liability to you.
6. Providing Treatments. The terms governing Providers with respect to providing Treatments are set forth in the Provider Agreement
7. Consent to Electronic Communications
b. SMS Text Messages and Push Notifications. When you register with Rest, Rest will send you an SMS text message containing a 4-digit code in order to verify your phone number and will send SMS text messages and push notifications (Messages and Notifications") in order to keep you informed about the Service. For example, Rest will send you a text message to confirm or remind you of your scheduled appointment(s). By using the Service, you agree to receive Messages and Notifications regarding your use of the Service. SMS text messages are for informational purposes only. While Messages and Notifications are intended to enhance your use of the Service, you may (i) disable push notifications on your device, and/or (ii) text "STOP" to 833-447-0499 to remove yourself from our text message database.
c. If you wish to remove yourself from any list (other than as set forth in Section 7.b), please email us with an "OPT-OUT", "UNSUBSCRIBE", "STOP" or "REMOVE" in the subject line.
d. Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree to not hold Rest liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, or Verizon) create no obligation or responsibility on the part of Rest, and that Rest is not responsible for any failure of warranty by any such third party.
e. Rest cannot control certain factors relating to message delivery. You acknowledge that, depending on your mobile carrier's service, it may not be possible to transmit a text message to you successfully. We have no liability for transmission delays or message failures.
8. Content Submitted to Rest
a. By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, "Materials"), or by posting such Materials to any area of the Service, you grant Rest and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Materials in any media now known or hereafter developed to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you; provided that we will never use your name in connection with any of your Materials that we use in our own advertising and marketing materials without obtaining your prior consent; provided further, that if you are a Provider, the use of certain Materials (for example, your biography, photo, and other information to associate with your profile on the Service) will be as set forth in the Provider Agreement. None of the Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Materials. Rest may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any user. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Rest and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.
b. The opinions expressed on the Service by users reflect solely the opinions of the users who post thereon and do not reflect the opinions of Rest. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service and Materials; to alter or remove any Materials; and to disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests. If you believe a message violates our member policies, please contact Rest immediately at www.restmassage.net/contactus so that we can consider its editing or removal.
c. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent, warrant, and covenant that: (i) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Materials do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your Materials specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties.
d. Sending Messages. The Service may allow Providers and Rest Members to exchange messages ("Messages") with each other. Sending Messages is a privilege, not a right, and Rest may terminate such privileges of any user at any time and for any reason, without any liability to such user. Harmful, obscene, or offensive communications are not welcome in any Messages. If a user sends you an objectionable Message, please notify us by sending an e-mail to Contact@rest.network. You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send. You agree that Rest may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sublicensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as Rest may deem appropriate in its sole discretion.
9. Term and Termination
b. Effect of Termination. The following Sections of these Terms will survive termination or expiration of the Agreement: 1.c, 2.d, 3, 4, 5.e, 9.a, 10, 11, 12, 13, 14, 15 - 20. Payments by you, which accrue or are due before termination of your Massage Rest Membership, will continue to be payable by you, and amounts owed to Rest at the time of such termination or expiration will continue to be owed by you, after such expiration or termination.
a. Proprietary Information. You acknowledge and agree that: (i) the Service, including, without limitation, any Content, modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by Rest and its licensors, as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Rest; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to these Terms; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.
11.Indemnification and Release
a. To the fullest extent permitted by law, You will defend, indemnify and hold Rest, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Rest Party" and collectively, the "Rest Parties") harmless against any loss or damage of any kind (including, without limitation, attorneys' fees and lost revenues) arising from: (i) any and all breaches by you of these Terms or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Service; and (iii) any and all claims and actions against Rest by other parties to whom you allow access to the Service.
b. To the fullest extent permitted by law, You further waive, release and forever discharge the Rest Parties from any and all responsibility or liability for injuries or damages resulting from your Treatments or Medical Treatments, or any other service obtained through the use of the Service, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service.
c. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
12.Disclaimer of Warranty
a. TO INDIVIDUAL USERS OF THE SERVICE (INCLUDING REST MEMBERS)
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
REST DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NON-INFRINGEMENT, OR USEFULNESS WITH RESPECT TO THE PRODUCTS OR SERVICES. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
YOU AGREE THAT ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF ANY ACTION OR INACTION OF ANY PROVIDERS (OR HEALTHCARE PROVIDERS) OR REST MEMBERS, SHALL BE EXCLUSIVELY BETWEEN YOU AND THE PROVIDER (OR HEALTH CARE PROVIDER) OR REST MEMBER (AS APPLICABLE) AND NOT REST. THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS." YOU AGREE TO USE THE PRODUCTS AND SERVICES, SOLELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO THE FOREGOING. YOU UNDERSTAND AND ACKNOWLEDGE THAT REST ONLY PROVIDES A PLATFORM FOR COMMUNICATION BETWEEN PROVIDERS (OR HEALTHCARE PROVIDERS) AND REST MEMBERS, AND AS SUCH REST DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH ANY PROVIDER(S) (OR HEALTHCARE PROVIDER(S)) OR OTHER REST MEMBER(S). ANY REPRESENTATIONS MADE TO YOU BY ANY PROVIDER(S) (OR HEALTHCARE PROVIDER(S)) ARE MADE SOLELY AT THEIR DISCRETION AND REST HAS NO OBLIGATION TO MONITOR OR VALIDATE, AND SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, ANY REPRESENTATIONS OR STATEMENTS MADE TO YOU BY THE PROVIDER(S) (OR HEALTHCARE PROVIDER(S)). YOU UNDERSTAND AND ACKNOWLEDGE THAT REST SHALL HAVE NO LIABILITY TO YOU FOR ANY STATEMENTS OR REPRESENTATIONS MADE BY THE PROVIDER TO YOU AS A RESULT OF YOUR USE OF THE SERVICE(S).
YOU ACKNOWLEDGE THAT THE SERVICE HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS, AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE SERVICE MEET YOUR REQUIREMENTS.
b. TO CORPORATE REST MEMBERS AND PROVIDERS
REST DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NON-INFRINGEMENT OR USEFULNESS WITH RESPECT TO THE PRODUCTS OR SERVICES. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
YOU AGREE THAT ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF ANY ACTION OR INACTION OF ANY PROVIDERS (OR HEALTHCARE PROVIDERS) OR REST MEMBERS, SHALL BE EXCLUSIVELY BETWEEN YOU AND THE PROVIDER OR REST MEMBER (AS APPLICABLE) AND NOT REST. THE SERVICES ARE PROVIDED "AS IS." YOU AGREE TO USE THE SERVICES SOLELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT REST ONLY PROVIDES A PLATFORM FOR COMMUNICATION BETWEEN PROVIDERS (OR HEALTHCARE PROVIDERS) AND REST MEMBERS, AND AS SUCH REST DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH ANY PROVIDER(S) (OR HEALTHCARE PROVIDER(S)) OR OTHER REST MEMBER(S). ANY REPRESENTATIONS MADE TO YOU BY ANY PROVIDER(S) (OR HEALTHCARE PROVIDER(S)) ARE MADE SOLELY AT THE DISCRETION OF THE PROVIDER (OR HEALTHCARE PROVIDER) AND REST HAS NO OBLIGATION TO MONITOR OR VALIDATE, AND SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, ANY REPRESENTATIONS OR STATEMENTS MADE TO YOU BY THE PROVIDER(S) (OR HEALTHCARE PROVIDER(S)). YOU UNDERSTAND AND ACKNOWLEDGE THAT REST SHALL HAVE NO LIABILITY TO YOU FOR ANY STATEMENTS OR REPRESENTATIONS MADE BY THE PROVIDER (OR HEALTHCARE PROVIDER) TO YOU AS A RESULT OF YOUR USE OF THE SERVICE(S). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
13.Limitation of Liability
a. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL REST PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT REST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR ANY HEALTHCARE PROVIDER, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR MADE AVAILABLE THROUGH THE SERVICE (INCLUDING ANY HEALTHCARE PROVIDER); OR (5) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A REST PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A REST PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A REST PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
b. Cap on Liability. UNDER NO CIRCUMSTANCES WILL REST PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Rest by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A REST PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A REST PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A REST PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
c. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REST AND YOU.
14.Third Party Disputes. REST IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE OR YOUR EMPLOYER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE REST (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
13. Force Majeure. Rest will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Rest’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Rest in fulfilling its obligations hereunder.
14. Indemnification and Release
a. To the fullest extent permitted by law, You will defend, indemnify and hold Rest, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents, harmless against any loss or damage of any kind (including, without limitation, attorneys' fees and lost revenues) arising from: (i) any and all breaches by you of these Terms or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Service; and (iii) any and all claims and actions against Rest by other parties to whom you allow access to the Service.
b. To the fullest extent permitted by law, You further waive, release and forever discharge the Rest Parties from any and all responsibility or liability for injuries or damages resulting from your Treatments or any other service obtained through the use of the Service, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service.
c. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
15. Additional Service Features. The Service may contain information on products, and services provided by third parties, including Providers, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to users. Rest does not review or control this information or these products, services, or other web sites, and Rest does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Rest with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Rest is under no obligation to maintain any link on the Service and may remove a link at any time in its sole discretion for any reason whatsoever.
16.Feedback. While our staff continually works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our Users. If you send us or our employees any ideas or suggestions for products, services, features, modifications, enhancements, content, promotions, strategies, or product/feature names, or any related materials (collectively "Feedback"), then regardless of what your communication may say, the following terms apply, to avoid future misunderstandings. By sending us Feedback, you agree that:
a. Rest will own, exclusively, all known or later discovered rights to the Feedback;
b. Rest will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and
c. Rest will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
17. Entire Agreement; Variation. These Terms and any license contained in Rest’s products set forth the entire agreement between Rest and you with respect to the Service; provided, however, that: (1) Providers will also be required to enter into the Provider Agreement and sometimes also an addendum to the Provider Agreement; (2) Rest may enter into additional agreements with you (such as, for example, the Massage Rest Membership Program Agreement). In the event of a conflict between these Terms and the Provider Agreement, the terms of the Provider Agreement will govern. In the event of a conflict between these Terms and the Massage Rest Membership Program Agreement, the Massage Rest Membership Program Agreement will govern.
18. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of these Terms will not be affected thereby.
19. Relationship of Parties. Nothing herein will be deemed to create an employer-employee relationship between Rest and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
20. Waiver. No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
21. Assignment. Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Rest and any attempt to do so will be null and void. However, Rest may assign or transfer these Terms at any time without your permission.
22. Third-Party Beneficiaries. The provisions of these Terms relating to the rights of Rest content providers are intended for the benefit of such content providers, and such content providers, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to these Terms.