terms of service

Last Updated: February 2, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY! THEY INCLUDE AN ARBITRATION PROVISION IN SECTION 17 REQUIRING ARBITRATION OF DISPUTES AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS.

Welcome to Elixr

Elixr is owned and operated by Elixr Social, Inc. (“we,” “us,” “our,” or “Elixr”), which includes without limitation our downloadable application (the “Elixr App”), our AI-based chat bot (“Anqi”)  and our website located at www.elixr.love. By using the Elixr App, our website, and any other related services offered by us (collectively with the Elixr App and the website, the “Service(s)”) you acknowledge that you have read and understood the most recent version of our Terms of Use; you also acknowledge that you accept and agree to be bound by (i) these Terms of Use and all subsequent modifications thereof; (ii) our Privacy Policy, which is incorporated by reference into these Terms of Use, and (iii) any additional terms disclosed to you if you purchase or have purchased additional features, products or services we may offer on/with the Service(s). These Terms of Services (these “Terms”) form a legally binding agreement between you (“you” and “your”) and Elixr (each, a “Party” and collectively, the “Parties”). These terms govern your use of the Elixr App and/or the Services and any forms, reports, content, events or services available therein or as may be further described by these Terms. 

CONFIDENTIALITY OBLIGATIONS – as an invited user to our Beta Trial you agree to maintain any and all information about the App and your use of it, including but not limited to the functionality and features of the App, any interactions with our Coaches, any feedback you provide to us pertaining to your use of the App and Coaching
sessions, and any content or information received from the App, the Coaches or directly
from us (“Elixr Confidential Information”), in the strictest confidence for the sole and
exclusive benefit of Elixr. You agree not to use Elixr Confidential Information for your
own benefit, publish or otherwise disclose to anyone, or permit the use by anyone for
their benefit or to the detriment of Elixr. You acknowledge and agree that any disclosure
or misappropriation of any of the Elixr Confidential Information in violation of this
Agreement may cause Elixr irreparable harm, and that monetary damages may not be a
sufficient remedy. You therefore agree that Elixr shall have the right to obtain a court
order restraining any such disclosure or misappropriation and the right to any other
relief otherwise available at law or in equity as Elixr deems appropriate.

Your privacy is important to us. We encourage you to read our Privacy Policy, carefully, and use it to help make informed decisions. 

Elixr reserves the right, in our sole discretion, to change these Terms of Use at any time. Such changes will become effective upon notification, which we may effect by sending you notice by email and/or posting a revised Terms of Use on the website, and your use of the Services after such notice constitutes acceptance by you of the changes. You agree to review the Terms of Use periodically to be aware of any such revisions.

If you do not accept and agree to be bound by these Terms of Use, please do not use the Elixr App, the website or any of the Services.  By using the Elixr App, the website, or any of the Services, you are agreeing to be bound by these Terms of Use and each of the other agreements specifically incorporated by reference.

OUR CONTENT CONTAINED ON AND WITHIN THE SERVICES (INCLUDING TEXT, IMAGES, LINKS, RESOURCES, AND COACH ADVICE) ARE FOR INFORMATIONAL, MOTIVATIONAL, AND EDUCATIONAL PURPOSES ONLY. NOTHING ON THIS APP, SITE OR SERVICES SHOULD BE CONSTRUED AS PSYCHOTHERAPEUTIC, LEGAL, FINANCIAL, TAX, MEDICAL, OR ANY OTHER KIND OF PROFESSIONAL ADVICE. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, COUNSELING, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, PSYCHIATRIST, OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION AND YOUR ABILITY TO USE THE SERVICES OR CONTENT. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THIS SITE OR HEARD ON OR IN THE SERVICES OR APP.  THE CONTENT, COACHING, AND SERVICES MAY CONTAIN INFORMATION, DISCUSSIONS OR MATERIALS THAT CONTAIN SEXUALLY EXPLICIT CONTENT AND IS INTENDED FOR MATURE INDIVIDUALS. WE DO NOT WARRANT THAT THE SITE OR ITS CONTENTS WILL BE ERROR-FREE, ACCURATE, TIMELY, NONOFFESIVE, UNBIASED, OR RELIABLE, ALTHOUGH EFFORTS WILL BE MADE TO CORRECT ERRORS WHEN FOUND. RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICES IS SOLELY AT YOUR OWN RISK.  

IF YOU ARE HAVING A HEALTH EMERGENCY OR MENTAL HEALTH CRISIS YOU SHOULD IMMEDIATELY CALL 911 (HEALTH EMERGENCY) OR 988 (MENTAL HEALTH CRISIS). DO NOT USE OR RELY ON THE WEBSITE, APP OR SERVICES FOR ASSISTANCE.

1. Eligibility

You must be 18 years of age or older to visit, register, or use in any manner the Services. By visiting, requesting to use, registering to use, or using the Elixr App, or accepting the Terms of Use, you represent and warrant to Elixr that you will use the Services in a manner consistent with any and all applicable laws and regulations and that you:      

• are 18 years of age or older;     
• have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions of these Terms of Use;      
• have never been charged, indicted, convicted of or pleaded no contest to a felony, a sex crime, or any crime involving violence;
• have not previously been removed from our Service by us, unless we have given you express written permission to create a new account;
• are not required to register as a sex offender with any government entity; AND
• are not otherwise barred from using the Service under the laws of any state, the United States, or other applicable jurisdiction. 

If at any time you do not comply with these requirements, you must delete your account immediately.  In addition, if Elixr learns that you do not comply with the requirements above or that you provided false or misleading information, Elixr will delete your account. 

2. Usage and Subscriptions

To fully utilize or access the Services, you must purchase a User Subscription to our Services. A User Subscription grants a User access to the full range of features and products within the Services. This subscription includes the services of a Elixr coach. Coaching services consist of scheduled one-on-one and group coaching regarding dating, relationships, intimacy, and sexuality. 

Elixr may offer some services on a subscription basis as automatically renewing subscriptions, e.g., a one-month subscription, or an annual subscription. IF YOU PURCHASE AN AUTOMATICALLY RENEWING SUBSCRIPTION, YOUR SUBSCRIPTION WILL RENEW FOR THE SAME TIME PERIOD AT ELIXR’S THEN-CURRENT RATES FOR SUCH SUBSCRIPTION, UNLESS YOU ACTIVELY CANCEL THE SUBSCRIPTION. To avoid charges for a new subscription period, you must cancel the subscription before the end of the then-current subscription period by sending an email to Elixr at [email address].  If you cancel your subscription, you may use your subscription until the end of the period you last paid for, but you will not be eligible for a prorated refund and your subscription will not be renewed when that period expires.  You will be given notice of changes to your subscription or the pricing of your subscription and an opportunity to cancel. If Elixr changes the prices and you do not cancel your subscription, you agree that you will be charged at Elixr’s then-current pricing for the subscription.

3. Illegal and Unauthorized Use

Once you’ve registered on the Elixr App, the account you create is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. Illegal and or unauthorized use of the Elixr App, including but not limited to collecting personal information, usernames, or email addresses of users by electronic or other means for the purpose of sending unsolicited email, unauthorized embedding, unauthorized framing of or linking to the Elixr App may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive relief. Elixr has the right to investigate and refer you to applicable law enforcement authorities if you have misused the Services, taken any actions in defiance of these Terms of Use or the Privacy Policy, or if you have conducted actions that are fraudulent, abusive, harmful, unlawful or illegal.

4. Your Account Security

You are responsible for keeping your password for the Elixr App confidential. You are fully responsible for all actions and activities that occur under your username and password. Elixr will not be held liable for any damage or loss arising from your inability to comply with this provision. To help keep your username and password secure and confidential, we recommend that you log out of your account at the end of each session, especially when on a public machine. If you feel that your username and password have been breached, or that your account has had unauthorized use, you agree to immediately notify Elixr.

5. Communication and Privacy

As a Elixr User, you will be auto-subscribed to our email messaging service. You may unsubscribe from the emails at any time, but we will continue to send you any Service-related messages. We may use your email address, phone number, or Elixr account to contact you about important changes to the Services or special offers. By registering as a User, you hereby consent to receive text messages and/or phone calls in connection with the provision of the Services. Standard messaging and data rates may apply. You must notify us in advance if you cancel or change your mobile phone number attached to your account. To do so, please contact the Customer Success team at [email protected].

Additionally, if you do not want to receive such messages, please contact us at [email protected] or refer to our Privacy Policy to review your options.

We reserve the right to publish non-identifying quotes and remarks from your date feedback or coach reviews at any time and without notice. Attribution is limited to first name, age, and city unless permission for complete attribution has been provided in advance.

6. Interactions with Your Coach

Successful coaching collaborations are only possible when Users trust their coach’s strategies. If you exhibit a problematic or repeated lack of availability to the coach or the coach reports to us that you behaved poorly or you violate any of the terms of your agreement with us, we will work with you in good faith to try to promptly resolve such issues.  However, if we are unable to resolve these issues with you, we reserve the right to terminate your account.  You will not be entitled to a refund for the Services.

The coaches are independent providers who are neither our employees nor agents nor representatives. The Elixr App’s role is limited to enabling the coaching services. The coaches themselves are responsible for the performance of the coaching services. If you feel the coaching services provided by the coach do not fit your needs or expectations, you may change to a different coach who provides services through the Elixr App. If a coach you have been connected with stops using the Elixr App at any time after you have been connected, we will send an email to notify you that your coach is no longer on the Elixr App and that you have the opportunity to match with a new coach.

The recording, broadcast, or any other form of use of the coaching services is strictly prohibited. This includes, but is not limited to, audio or video recording, live streaming, and photography for commercial or personal purposes.  All coaching services are protected by copyright and other intellectual property laws. Unauthorized recording, reproduction, or distribution may result in legal consequences. 

The Elixr team periodically reviews our users’ experiences and we may reach out to facilitate a coach change to improve your overall experience or provide a fresh perspective. To explore a coach change at any time, contact us at [email protected].

7. Acceptable Use Policy

The following is a list of rules that govern your conduct in connection with your use of the Services (“Permitted Use”). You represent, warrant and agree that:

• You will not pretend to be any person or entity other than yourself.
• You will not imply or state that any statements you make are endorsed by Elixr without our prior written consent.
• You will not use the Services to promote, condone, endorse, distribute, publish, or post any material that solicits money, funds, or people.
• You will not use the Services to advertise or solicit for commercial goods or services.
• You will not harass, annoy, intimidate, threaten or other engage in any unreasonable conduct toward any Elixr employees or agents engaged in providing the Services to you.
• You will not use the Elixr App and/or the Services to transmit, upload, or distribute any electronic/computer viruses, spyware, adware, trojan horses, or anything else that might cause  harm to other users of the Services, Elixr, the online community, or Elixr systems.
• You will not use a robot, spider, manual/automatic processes or devices to data-mine, data-crawl, scrape, or index the Elixr App in any manner.
• You will not use the AI Services (which include Anqi or any services that are part of the Services that are labeled or described as including, using, powered by, or being an Artificial Intelligence (“AI”) system) to discover any underlying components of the models, algorithms, and systems. 
• You will not use the AI Services, or data from the AI Services, to create, train, or improve (directly or indirectly) any other AI service. 
• You will not hack or interfere with the Elixr App, its servers, or any connected networks.
• You will not modify the Elixr App and/or the Services for your own personal or commercial purposes. This includes, but is not limited to, altering, adapting, licensing, sublicensing, or translating the Elixr App and/or the Services. You also agree that you will not aid others in such activities.
• You will not remove or alter, visually or not, any copyrights, trademarks, or proprietary marks and rights owned by us.
• You will not forge, manipulate, or plagiarize messages, communications, headers, or identifiers to make it seem like such Content is from Elixr or its users when in fact it is not.
• You will not post, publish, display, or transmit in any way, any proprietary information, copyrighted material, and trademarks that do not belong to you without first obtaining the prior consent of the owner of such rights.
• If you must reschedule or cancel a coaching session, we require 48-hour notice; you will not be entitled to a refund for coaching sessions that are canceled less than 48 hours or that you do not attend and do not cancel.
• You may “pause” the Services once for up to a total of three months in any three-month period during the use of the Services (“Pause Period”). After a Pause Period ends, you will not be entitled to a refund if: (1) you do not notify us via email at [email protected] of a new pause request within 14 days after the end of the Pause Period; or (2) remain unresponsive to Elixr and coach emails/SMS outreach over the 14 days after the end of the Pause Period.

If Elixr determines, in its sole discretion, that you have breached any portion of the Rules above or of these Terms of Use, or have otherwise demonstrated inappropriate conduct, Elixr reserves the right to: (a) warn you that you have violated the Terms; (b) delete Content (as defined below) that you have provided; (c) suspend or terminate your account or any subscriptions without refund; (d) notify and/or send your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (e) pursue to any other action which Elixr, in its sole discretion, deems to be appropriate.

8. Content Provided by You

Any content, words, photographs, messages, or other information (collectively, “Content”) provided to us through the Elixr App or to coaches during coaching sessions shall remain your sole and exclusive property.  You are fully and solely responsible for all of the Content that you provide, publish, display, or upload in connection with your use of the Services. You are also fully and solely responsible for any Content that you provide or transmit to coaches. You agree that you will not provide any inaccurate, misleading or false information to Elixr or any other user. If information provided to Elixr subsequently becomes inaccurate, misleading or false, you will immediately notify Elixr of such change.

All information you provide to us must be accurate, current and complete. You may not use the Services to provide, display, or transmit any defamatory, inaccurate, abusive, profane, offensive, threatening, harassing, racially offensive, or illegal material and doing so may result in in Elixr terminating your account without a refund. Also, you may not provide, publish, display, or transmit any material that infringes or violates another party’s rights (including but not limited to intellectual property rights, rights of privacy, and copyright rights). We encourage you to report to us any inappropriate Content or misconduct that you become aware of on the Elixr App and/or Services.

Elixr reserves the right at any time and without notice to review and delete any offending content, messages, photographs or files that, in the sole judgment of Elixr, violate these Terms of Use or which might be offensive or illegal, or that might violate the rights, harm, or threaten the safety of yourself or other users. We also reserve the right to terminate the accounts of violators at any time and without notice. Elixr, in our sole discretion, reserves the right to look into, investigate, and take appropriate legal action against anyone who violates these Terms of Use. The following is a list of the kind of Content that is illegal or prohibited in connection with your use of the Services:

• Content that advocates, endorses, condones, or promotes harassment of others, or Content that actively or indirectly harasses others.
• Content that is offensive and harmful, or that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals.
• Content that involves the creation of or transmission of spam, unsolicited mail, junk mail, chain letters, advertisements or commercial solicitations.
• Content that engages others in promotional, commercial activities, or sales without Elixr’s prior written consent, including, but not limited to, sweepstakes, contests, pyramid schemes, or advertising.
• Content that provides materials or access to materials that exploits people in an abusive, violent, or sexual manner.
• Content that you know, or should reasonably know, is false, inaccurate, misleading, or promotes illegal activities.
• Content that is abusive, threatening, obscene, libelous, or defamatory.
• Content that is, uses, promotes, or links to an illegal or unauthorized copy of another person’s copyrighted work or intellectual property.
• Content that provides instructions on how to conduct, or that advocates for, illegal activities.

By providing Content to Elixr, you are granting, and represent and warrant that you have the right to grant Elixr, an irrevocable, perpetual, transferable, sub-licensable, non-exclusive, fully paid, royalty-free, worldwide license to host, store, use, integrate in other works, copy, alter, adapt, edit, display, publish, reproduce, translate, and market such Content for the purposes of allowing us to provide the Elixr App and the Services, including the AI Services, hereunder or for otherwise fulfilling our obligations under this Agreement . You agree that use of such Content by Elixr in public postings, marketing uses, and other areas will not infringe or violate the rights of any third party and shall indemnify us as set forth in Section 13 below in the event the Content does so.

9. AI Services, Prompts, Outputs, and Materials

The AI Services, including Anqi, may allow you to submit text, documents, or other materials to the Services for processing (“Prompts”). Our AI Services may generate responses based on your Prompts (“Outputs”).  Outputs and Prompts collectively are “Materials.” You represent and warrant that you have all rights, and have provided any notices and obtained any consents, that are necessary for us to process any Prompts you submit to the AI Services in accordance with our Terms. You are solely responsible for responding to any third-party claims regarding your use of the AI Services in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to content output during your use of the AI Services). You also represent and warrant that your submission of Prompts to us will not violate our Terms, our Acceptable Use Policy, or any laws applicable to those Prompts—including intellectual property laws and any privacy or data protection laws governing personal information contained in your Prompts. Except as expressly provided in our Terms, you retain all right, title, and interest—including any intellectual property rights—that you have in and to your Prompts. Subject to this Section 9 and without limiting Section 11, we authorize you to use the Outputs for the Permitted Use.

If you submit any personal information to us in connection with your use of the AI Services, whether as part of your Prompts or otherwise, you acknowledge that our Privacy Policy governs our use and processing of such personal information.

Responses that the AI Services generate based on materials submitted by third parties (“Third-Party Outputs”) may be identical or similar to third-party materials or Outputs that the AI Services generate based on your Prompts. You acknowledge that Third-Party Outputs are not your Outputs and that you have no right, title, or interest in or to any Third-Party Outputs.

We make no representations or warranties with respect to the accuracy of any Outputs. You should not rely on any Outputs without independently confirming their accuracy. Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The Services and any Outputs may not reflect correct, current, or complete information.

We may use Materials and Content to provide, maintain, and improve the Services, including the AI Services, and to develop other products and services as well as for purposes of monitoring for and preventing abusive or harmful uses or outputs of the AI Service.

10. Copyright, Trademarks, and Other Proprietary Information

You agree not to post, publish, display, reproduce, or transmit in absolutely any manner any copyrighted Content, copyrighted material, trademarks, intellectual property, or other proprietary information without first having obtained prior consent of the owner of the rights to such proprietary information. If you believe that someone or some entity has copied or posted your work or proprietary information in association with Elixr and its Services, in an unauthorized manner that constitutes infringement of copyright, please give our Copyright Agent the following information:

• A physical or electronic signature of the individual or entity who owns the copyright;
• A description of and url link to the copyrighted work that you believe has been infringed upon;
• Your postal mailing address;
• Your telephone number;
• Your email address; and
• A written statement by you that you believe, in good faith, that the usage of the work is not authorized or consented upon by the rightful copyright owner.

A written statement made by you, under penalty of perjury, that the information in your copyright claim is completely accurate and that you are in fact the rightful copyright owner, or that you have authorized consent to act on the copyright owner’s behalf.

Send claims to:

Elixr Social, Inc. 
Copyright Agent
244 Fifth Ave Suite S246
New York, NY 10001

512-222-8297
[email protected]

11. Our Proprietary Rights

Our Elixr App contains trademarks, copyrighted material, intellectual property, and other proprietary information of Elixr. We own, control, or retain licenses to all proprietary rights in the Elixr App and the Services. You cannot copy, alter, duplicate, transmit, post, publish, display, sell, or publish any of our proprietary information, unless the information is in the public domain or we have given you explicit written permission.

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Elixr App or the Services (collectively “Feedback”), you agree we may use the Feedback to modify our Elixr App or the Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. 

12. No Warranties or Guarantees

Elixr does not warrant, and is not responsible for, any inaccurate or incorrect Content that is provided or transmitted by our coaches, or that is associated with the Elixr App or Services in any way. We are not responsible for the actions, words, or conduct, whether online, offline or otherwise, by any user of the Elixr App or the Services. We are also not responsible for any unauthorized access to the accounts of our users. Elixr is not responsible for any damage to users, including but not limited to, loss, damage, personal injury, theft, or death resulting from anyone’s use of the Services. We are not responsible for any technical malfunction, failure, or damage to your computer as a result of using or visiting the Elixr App or our Services.

As confident as we are in our coaches’ abilities, Elixr does not guarantee that using the Services will result in improvements to any type of relationship or relationship potential between you and another person or group of people. All of our coaches receive training through VITA Coaching.  However, Elixr is not affiliated in any way with VITA Coaching or Truth and Love Coaching, LLC and we explicitly disclaim any and all warranties or guarantees, of every kind or nature, either express, implied or statutory arising from its use of VITA Coaching for training. Testimonials that appear in advertisements, the Elixr App or the website  describe our past work with actual users.  However, our past performance in a specific situation is no guarantee or representation of the likelihood that you will experience similar results. Every situation is different and every user is different. 

13. Limitation of Liability

YOU UNDERSTAND AND AGREE TO USE THE ELIXR APP AND THE SERVICES AT YOUR OWN RISK. ELIXR’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER LAW.

ELIXR PROVIDES PERSONAL COACHING SERVICES AND TOOLS TO INDIVIDUALS, THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF THE INFORMATION PROVIDED BY ANYONE TO ELIXR, OUR PARTNERS OR ANY USER OF THE SERVICE OR ANY OTHER PERSON OR ENTITY. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH INFORMATION SHALL BE AT YOUR SOLE RISK. YOUR CONTINUED USE OF THE SERVICES NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE TERMS OF USE, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF THESE TERMS OF USE, OR ANY SUBSEQUENT MODIFICATIONS.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL ELIXR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS WHATSOEVER CAUSED BY YOUR USE OR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT DISTRIBUTED BY ELIXR AS WELL AS ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY ARISING OUT OF THE USE OR INABILITY TO USE THE ELIXR SERVICES OR OUT OF THE BREACH OF ANY WARRANTY, OR CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO AND/OR ALTERATION OF THE ELIXR APP, NO MATTER WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHETHER ELIXR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ELIXR BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER THIS AGREEMENT FOR DAMAGES THAT EXCEED THE AMOUNTS PAID BY YOU TO ELIXR UNDER THIS AGREEMENT.

THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.

14. Indemnity and Release

You agree to hold harmless, defend, and indemnify Elixr, all officers, founders, executive management, subsidiaries, licensors, advertisers, merchants, licensees, directors, owners, partners, agents, affiliates, advisors and employees against and from all losses, claims, demands, costs, liability, lawsuits, damages, expenses, and attorney’s fees due to, arising from, or relating in any way to your access to or use of our Services, your Content, your conduct toward others, or your breach of these Terms of Use or the Privacy Policy. You agree to cooperate fully with Elixr as is required by such a claim. Elixr has the right, at its own costs and in its sole discretion, to defend itself fully and exclusively in relation to any claim of indemnification by you.

You hereby release Elixr and all officers, founders, executive management, subsidiaries, licensors, advertisers, merchants, licensees, directors, owners, partners, agents, affiliates, advisors and employees from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Elixr App and/or the Services, including but not limited to, any interactions with or conduct of the coaches or other users of any kind arising in connection with or as a result of these Terms of Use or from your use of the Elixr App and/or the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.”

15. Interactions with Third Parties and External Sites

The Services may contain links to third party websites that are not owned or controlled by Elixr, or that may be accessible by logging in through a third party website, as described more fully in our Privacy Policy. You hereby represent and warrant that you have read, understand, and agree to be bound by all applicable policies of any third party website relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Elixr has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party websites. In addition, Elixr will not and cannot monitor, verify, censor or edit the content of any third party site. By using the Services, you expressly relieve and hold harmless Elixr from any and all liability arising from or in any way connected to your use of any third party website.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Elixr shall not be responsible or liable for any loss or damage of any sort incurred as the result of or in any way connected to any such dealings. If there is a dispute between users and any third party, you understand and agree that Elixr is under no obligation to become involved.

16. Termination or Modifications

Elixr reserves the right, whenever, to end, discontinue, terminate, temporarily or permanently stop in part or in full the Elixr App and Services, with or without notice. You agree that Elixr shall not be liable to you or any other party for ending, discontinuing, suspending, terminating or permanently stopping the Elixr App or Services. Elixr reserves the right to modify the Elixr App whenever we choose, at our sole discretion.  

17. Arbitration, Class-Action Waiver, Jury Waiver, and Governing Law

BOTH OF US AGREE TO RESOLVE ANY DISPUTES BETWEEN US EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS YOU AND WE WAIVE ANY RIGHT TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR AS PART OF A CLASS ACTION OR A REPRESENTATIVE ACTION, A CONSOLIDATED ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

Any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, NY before one arbitrator, pursuant to JAMS’s Streamlined Arbitration Rules and Procedures. The arbitrator shall have exclusive authority to resolve any arbitrability issues including any dispute over these Terms of Use or this arbitration provision’s scope, application, meaning, and enforceability. Any award of the arbitrator shall be final and binding and may be entered as a judgment in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The one exception to the exclusivity of arbitration is that either party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction, or, if filed in arbitration, the responding party may request that the dispute proceed in small claims court instead, if the claim is within the jurisdiction of the small claims court.  Arbitration shall be conducted by written submissions only, unless either you or Elixr invoke the right to an oral hearing before the arbitrator.

Any dispute regarding these Terms of Use, your use of the Services, your relationship with Elixr, or any action contemplated by these Terms of Use shall be governed by the laws of the State of New York without regard to its conflict of law rules.  You acknowledge that these Terms of Use evidence a transaction involving interstate commerce.  Notwithstanding the governing law provision contained in this paragraph with respect to applicable substantive law, the arbitration provisions in these Terms of Use shall be governed by the Federal Arbitration Act.

Additionally, except where prohibited by law, as a condition of using the Services, you agree that any and all disputes and causes of action arising out of or connected to the Services shall be resolved individually, without resort to any form of class action, and that you shall not commence, maintain or participate in any class action, class arbitration or any other representative action or proceeding against Elixr.

You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

18. Severability

These Terms of Use contain the entire agreement between you and Elixr regarding the use of the Elixr App and/or the Services. These Terms supersede all previous agreements, representations, and arrangements between us, written or oral. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect.  

19. Miscellaneous

These Terms of Use are not assignable, transferable or sublicensable by you without the prior written consent of Elixr. Elixr may assign these Terms of Use in whole or in part without your consent. No agency, partnership, joint venture or employment is created as a result of these Terms of Use.

Headings are for convenience only and have no legal or contractual effect. All notices under these Terms of Use shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or email or upon receipt, if sent by certified or registered mail, return receipt requested, except as otherwise provided by these Terms of Use.  Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

Elixr shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

20. Feedback

If you have any questions, concerns or notices of violation of these terms, please email us at [email protected] or contact us by mail at:

Elixr Social, Inc. 
244 Fifth Ave Suite S246
New York, NY 10001

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Copyright 2024 Elixr Social, Inc.