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UP Terms of Use

UP Terms

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These UP Terms ("Terms") by Aliphcom, a California corporation doing business as Jawbone ("Jawbone," "we" or "us") govern your use of (1) your UP fitness band or other Jawbone hardware device (collectively "Device"), (2) any firmware, software and updates that we install or provide for installation of your Device (collectively "UPware"), (3) the UP mobile app and other software applications that you can use to connect to your Device (collectively "UP App"); and (4) any web or mobile sites that we provide for use with your Device and UP App, to connect, upload and view activity data (collectively "UPsite").

YOU AGREE TO BE BOUND BY THESE TERMS AND CONCLUDE A LEGALLY BINDING CONTRACT BASED ON THESE TERMS WITH JAWBONE IF YOU ACCEPT THESE TERMS EXPRESSLY, OR IF WE NOTIFY YOU OF THESE TERMS, AND YOU DOWNLOAD, USE OR ACCESS THE UP APP, OR YOU CONNECT A DEVICE TO AN UP APP OR YOU USE ANY UPWARE OR UPSITE. THESE TERMS CONTAIN IMPORTANT TERMS THAT AFFECT YOUR RIGHTS, INCLUDING DISCLAIMERS, LIMITATIONS OF LIABILITY, A CHOICE OF CALIFORNIA LAW, A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS.

YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THAT YOU HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO AGREE TO THESE TERMS.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, THEN DO NOT DOWNLOAD, USE OR ACCESS ANY DEVICE, UPWARE, UPSITE OR UP APP. You can return your Device for a full refund to us within 90 days of purchase if you did not know or receive notice of the requirement to accept these Terms by the time you bought the Device and you do not accept the Terms.

1. The UP Service. Jawbone provides UPware, UP App and UPsite (collectively the "UP Service") on an "as is" and "as available" basis to lawful owners of a new, original Device (hereinafter "you"). You may not use the UP Service unless you lawfully own a Device and you may only use Devices that you own or otherwise have been given permission to use whenever you use the UP Service. Jawbone reserves the right to improve and change the UP Service and any element thereof at any time, at Jawbone’s sole discretion. Jawbone also reserves the right to suspend or discontinue the UP Service provided that Jawbone shall remain obligated to honor any warranty claims you may have against Jawbone under applicable law or manufacturer warranty statements, if any, if and to the extent the suspension or termination of the UP Service causes your Device to stop functioning as warranted and this causes a breach of warranty.

2. System Requirements. Use of the UP Service requires a personal computer or mobile device such as a tablet, smart phone or other hardware device capable of Bluetooth and Internet connectivity and Internet or WiFi access that you have to acquire separately from third parties (hereafter collectively "Computer"). Your ability to use the UP Service may be affected by the performance of your Computer. You acknowledge and agree that all such system requirements, which may be changed from time to time, are your responsibility. For most effective use of the UP Service, high-speed Internet access is strongly recommended.

3. Software. The software products made available through the UP Service (including, without limitation, the UP App, UPware and any updates) are licensed, not sold, to you. Jawbone may cause the UP App and updates to the UP App to be downloaded onto your Computer through the UP Service, and may also cause the most recent version of UPware not already installed onto your Device to be downloaded onto the Device anytime you are connected to the UP Service. By connecting to the UP Service, you are requesting such automatic updating.

4. License Terms. Your use of the UP App and UPware is subject to these Terms and any additional software license terms that accompany downloads, including third party license terms and open source software license terms. Your license rights are non-exclusive, limited, revocable, personal, non-sublicenseable and non-assignable. You may not decompile, disassemble, reverse-engineer or otherwise display any UPware or the UP App in human-readable form, except to the extent such a restriction is prohibited under applicable mandatory law or third party licensee terms after you have provided Jawbone with 45 days prior written notice of your intent to exercise rights in conflict with these Terms to give Jawbone an opportunity to find alternative solutions for you. You may not copy, modify, translate, rent, lease, distribute, lend or sell the UPware or UP App. You may not remove any proprietary notices or labels.

5. Accounts. You have to establish an account ("Account") in order to use certain aspects of the UP Service. You are responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Jawbone of any unauthorized use of your Account or any other breach of security. Jawbone is not responsible for any losses arising out of the unauthorized use of your Account. Jawbone reserves the right to terminate, disable or not provide all normal features for a particular Account if Jawbone suspects or becomes aware of any unauthorized or unpermitted use of such Account or any part of the UP Service.

6. Information and Privacy. When you use your Device and the UP Service, you provide information about yourself in the registration process and you cause information relating to your steps, sleep, weight and other aspects of your physical activity and conditions to be transmitted to your Computer and to Jawbone, to be processed and stored by Jawbone and its affiliated and unaffiliated service providers on servers in the United States and other jurisdictions. Jawbone provides you with notice regarding Jawbone’s data processing practices in compliance with applicable law and as amended from time to time as the UP Service or applicable laws evolve and change. If you do not wish to have your data processed by Jawbone in accordance with Jawbone’s policies and notices, then you must not use the UP Service.

7. Security. You agree that you will not attempt to, or encourage or assist any other person to, circumvent, modify, reverse-engineer, decompile, disassemble or otherwise tamper with any security technology or software that is part of the UP Service or is used to monitor or enforce these Terms. Jawbone may implement digital rights management ("DRM") or other similar security systems that contain measures designed to prevent unauthorized copying of software used with, accessed through or obtained via the UP Service. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.

8. Third Party Materials and Web Sites. Certain content and services available through the UP Service may include materials from third parties. In addition, Jawbone may provide links to certain third party web sites or services. Jawbone is not responsible for examining or evaluating the content or accuracy of any such third party material or web sites. Jawbone does not warrant or endorse any third party web sites, services or content. Jawbone does not assume, and will have no liability or responsibility for any third party products, services, content, materials or web sites. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third party products, services, web sites or other materials in a manner that would infringe or violate the rights of any other party, and that Jawbone has no liability or responsibility for your use of any third party products, services, web sites or other materials. You agree to defend, indemnify and hold harmless Jawbone and its affiliates, and their respective officers, directors, employees, agents, and representatives from any and all claims arising out of your use of any third party products, services, web sites, or material of any kind.

9. Intellectual Property

9.1 Ownership. The UP Service contains proprietary information and material that is owned by Jawbone and/or its licensors, and is protected by applicable intellectual property and other laws, including, but not limited to, domestic and international copyright laws. Jawbone and its licensors reserve title, ownership and all rights and interests in the UP Service, except as expressly licensed in these Terms. You may not use the UP Service or any information and materials contained therein in any way whatsoever except for use of the UP Service in compliance with these Terms. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the UP Service or the Software or Device, in any manner, nor shall you exploit the UP Service or the Software or Device in any unauthorized way whatsoever, including, but not limited to trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE UP SERVICE, EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

9.2 Removal of Content or Features. Notwithstanding any other provision of these Terms, Jawbone and its licensors reserve the right to change, suspend, remove or disable access to any content, features or other materials comprising a part of the UP Service at any time without notice. In no event will Jawbone be liable for the removal of or disabling of access to any such content, features or materials. Jawbone may also impose limits on the use of or access to certain features or portions of the UP Service, without notice or liability.

9.3 Trademarks. All Jawbone logos and trademarks used in connection with the UP Service are trademarks or registered trademarks of Jawbone in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the UP Service may be the trademarks of their respective owners. Jawbone does not grant you any right or license with respect to any trademarks.

10. Compliance with Laws. The UP Service is operated by Jawbone from its offices in the United States and other locations. You agree to comply with all local, state, federal, and national laws, statutes, ordinances and regulations that apply to your use of the UP Service.

11. Enforcement. Jawbone reserves the right to take steps that Jawbone believes are reasonably necessary or appropriate to enforce and verify your compliance with these Terms.

12. Termination. These Terms and all rights and licenses granted herein are effective from the time you accept these Terms until these Terms are terminated. You may terminate these Terms at any time by permanently ceasing your use of the UP Service and closing your Account, provided that the Terms shall continue to govern any past use the UP Service and Account. Jawbone may update, suspend or terminate your use of the UP Service and Account effective immediately if you breach these Terms or with reasonable notice to you and subject to any warranty claims you may have in case of termination. All obligations of confidentiality and restrictions on use, and all other provisions that may reasonably be interpreted to survive termination of these Terms, will survive termination of these Terms, regardless of the reasons for termination. Upon termination, you agree to cease all use of the UP Service. If you fail to comply with any of the provisions of these Terms, including, but not limited to, failing to provide Jawbone with accurate and complete Registration Data, failing to keep your Registration Data private, or infringing or otherwise violating the rights of any third party, Jawbone, at its sole discretion, without notice to you may: (i) terminate these Terms; (ii) terminate all rights of your Account; and (iii) preclude you from accessing the UP Service or any part of it.

13. Disclaimer of Warranties and Liability Limitations.

13.1 No Express Warranty in these Terms. In these Terms, Jawbone does not extend any express warranties, representations or conditions. Your Device may have been accompanied by a Jawbone warranty statement and it may be also covered by Jawbone’s one-year limited consumer warranty statement that is posted at www.jawbone.com or available on request. If this is the case, you understand and agree that (a) the disclaimers in Sections 13.2 through 13.4 shall not limit or reduce your rights under any separately such separate warranty statements, (b) any warranty statements shall only cover basic functionality of your Device and do not cover the UP Service as such, and (c) THE WARRANTY PERIOD OR STATUTE OF LIMITATION REGARDING ANY IMPLIED WARRANTIES RELATING TO YOUR DEVICE (I.E., WARRANTIES THAT JAWBONE DOES NOT EXPRESSLY GRANT IN ANY WARRANTY STATEMENT) SHALL BE LIMITED TO THE WARRANTY PERIOD SET FORTH IN THE APPLICABLE WARRANTY STATEMENT, IF AND TO THE MAXIMUM EXTENT SUCH LIMITATION IS PERMISSIBLE UNDER APPLICABLE LAW.

13.2 Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE UP SERVICE, SOFTWARE, AND DEVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JAWBONE PROVIDES THE UP SERVICE "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT EXPRESS WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, AND JAWBONE HEREBY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS WITH RESPECT TO THE UP SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. JAWBONE AND ITS LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE DEVICE, SOFTWARE OR UP SERVICE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE UP SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE UP SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE UP SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY SELLER WILL CREATE A WARRANTY OBLIGATION ON JAWBONE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. THE APPLICATION IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE APPLICATION COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. FURTHER YOU ACKNOWLEDGE THAT JAWBONE'S CONTINUED PROVISION OF THE UP SERVICE RELIES UPON THE GENERAL OPERATION OF THE INTERNET AND WORLD WIDE WEB AND CERTAIN FACTORS NECESSARY FOR THE CONTINUOUS OPERATION OF THE INTERNET AND WORLD WIDE WEB ARE BEYOND JAWBONE'S CONTROL.

13.3 Disclaimer of Losses And Intrusions. JAWBONE DOES NOT REPRESENT OR GUARANTEE THAT THE UP SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND JAWBONE DISCLAIMS ANY LIABILITY RELATING THERETO.

13.4 Information. YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IN CONNECTION WITH THE UP SERVICE IS AT YOUR SOLE RISK. JAWBONE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

14. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT JAWBONE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE UP SERVICE, SOFTWARE OR DEVICE, INCLUDING ANY LOSS OF DATA OR DAMAGE TO YOUR PROPERTY OR POSSESSIONS, WHETHER OR NOT JAWBONE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL JAWBONE OR ITS LICENSORS TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS (USD $50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY OF THE REMEDY PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

15. Waiver and Indemnity. BY USING THE UP SERVICE, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS JAWBONE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS, YOUR USE OF THE UP SERVICE, OR ANY ACTION TAKEN BY JAWBONE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OF USE OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS OF USE HAS OCCURRED.

16. Copyright and other Infringements. You shall not upload any infringing, illegal or inappropriate content or data into the UP Service. If you believe that Jawbone or other users of the UP Service or a Device infringe any of your rights, you shall follow Jawbone’s notice and take-down process (published on Jawbone’s website or available on request) and the dispute resolution provisions in these Terms.

17. Dispute Resolution And Binding Arbitration Provision

17.1 Definitions. As used in this Arbitration Provision, the terms "Jawbone," "we," "us," and "our" refer to Jawbone, including its subsidiaries and agents; the terms "you" and "your" refer to you as an individual as well as other individuals you allow to access or use the UP Service or Device, and any legal entity you control, work for, or represent when you access or use the UP Service or Device. The word "Products" means your access to and/or use of any UP Service, Device, materials, Jawbone website, advertisement or promotion and any product, service, or software that you obtain from or through Jawbone. The word "Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Products. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.

17.2 Informal Efforts to Resolve Dispute. If a dispute arises between you and Jawbone, you should first attempt to resolve it by contacting our Customer Service Center at 1-800-JAWBONE (1-800-529-2663) or by sending the details of your complaint, including your contact information for a response, to the address or fax number listed below. We will attempt in good faith to resolve all Claims submitted this way within thirty (30) days of receipt.

17.3 Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) you may assert Claims in a small claims court in the United States if your Claims meet the court’s jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.

17.4 Arbitration and Exclusion of Class Action or Class Arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award to you on an individual basis the same damages and forms of relief as a court could (including injunctive and declaratory relief as well as statutory damages), and must follow the law and terms of these Terms as a court would. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions and private attorney general actions are not permitted.

17.5 Opt Out Provision. IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY JAWBONE IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THESE TERMS BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH JAWBONE, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF PRODUCTS TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.

17.6 Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, we agree to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.

17.7 Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules if you are a resident of the United States; if your use of the Products has been principally for personal or household use, the AAA’s procedures for consumer-related disputes including the minimum fairness standards will also apply. If you are a resident of a country other than the United States, the arbitration will be conducted by the AAA in San Francisco, California, under its rules for international arbitration, and you and we agree to submit to the personal jurisdiction of the U.S. federal court in San Francisco, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.

17.8 Selection of Arbitrator. The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with at least fifteen (15) years’ experience in consumer and technology transactions and who is also a member of the AAA roster of arbitrators. If you and we can’t agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA rules are available at www.adr.org, or by calling 1-800-778-7879 from inside the United States or +1-212-484-4181 from outside the United States.

17.9 Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.

17.10 Time Restriction. YOU MUST FILE A COMPLAINT WITH AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE. 17.11Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for you. The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). The confidentiality provisions of these Terms will be enforceable under the provisions of the California Uniform Trade Secrets Act, California Civil Code Section 3426, as amended. At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act.

17.12 Recovery and Attorneys’ Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then we will (i) pay you 150% of your arbitration damages award, up to $1,000 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorneys’ fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The right to attorneys’ fees and expenses discussed above supplements any right to attorneys’ fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys’ fees or costs. If your use of the Products was principally for personal or household use, neither party will be entitled to any award of punitive or special damages and Jawbone waives any right it may have to seek an award of attorneys’ fees and expenses from you in connection with any arbitration of Claims between us.

17.13 Confidentiality. You and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.

17.14 Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Products and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.

Jawbone Customer Service Center Address:

Jawbone
ATTN: Customer Care
99 Rhode Island Street, Third Floor
San Francisco, CA 94103

Jawbone

Jawbone
ATTN: General Counsel
99 Rhode Island Street, Third Floor
San Francisco, CA 94103

18.Licensee Outside the U.S. If you are located outside the U.S., then you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

19.Miscellaneous.

19.1. These Terms constitute the entire agreement between you and Jawbone relating to the UP Service and govern your use of the UP Service and Device and completely replace any prior or contemporaneous agreements between you and Jawbone regarding your use of the UP Service and Device.

19.2. The failure of Jawbone to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision, which will still be available to Jawbone.

19.3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

19.4. The Terms and any dispute arising out of or in connection with these Terms, the UP Service or Device shall be governed by the laws of California, USA, except conflicts of law provisions and except for the rules of the Convention for the International Sale of Goods ("CISG").

Effective as of: December 16, 2014

Date last updated: December 16, 2014