Terms of Service

TUTTI SYSTEMS
Terms of Service



These TERMS OF SERVICE (this Agreement) are made and entered into between Tutti Systems, LLC (“Tutti”), a Colorado limited liability company, and you, or if you have specified in connection with entering into this Agreement that you represent and are entering into this Agreement on behalf of a licensed healthcare professionals, that licensed healthcare professional (in each case “You”).

Tutti facilitates the operation of an online network (the “Network”) enabling the referral of patients between validly licensed healthcare professionals (each, a “Referral”). The Network is accessible through the web site located at www.tuttisystems.com and such other sites as may be designated by Tutti (collectively, the “Site”). The Network provides validly licensed healthcare professionals (“Licensees”) participating in the Network with a service to facilitate the Referral process and the flow of information regarding Referrals (the “Service”). The Network does not give medical advice, or provide medical or diagnostic services.

If You are entering into this Agreement on Your own behalf, then You represent and warrant that You are a Licensee and hold all medical or other healthcare licenses, registrations, and certifications necessary to enable You to practice medicine or to provide the healthcare services You provide to Your patients in compliance with all applicable international, federal, state and local treaties, laws, regulations, and ordinances (“Laws”).

If You are entering this Agreement on behalf of a Licensee, then You represent and warrant that You are the valid legal representative of that Licensee (a “Representative”), You have all necessary rights and authorities under applicable Law to enter into this Agreement on behalf of that Licensee, and You are entering into this Agreement solely on behalf of that Licensee.

In either case, this Agreement sets forth the terms of service under which You may participate in the Network either directly as a Licensee or on behalf of a Licensee as a Representative. The terms of service of this Agreement will exclusively govern Your access to and use of the Network (including the Site and Service) and all actions You take through the Network, whether directly as a Licensee or as a Representative on behalf of a Licensee.

This Agreement includes these Terms of Service and any documents You complete (whether online through the Site, or by email, phone or otherwise) seeking to access and use the Network (Your, “Order”). All Orders are subject to acceptance. Acceptance of an Order will be confirmed either through the Site at the time You submit Your Order or by providing You with access to the Service as specified in the Order (each, a “Confirmation”). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Services provided to You. These Terms of Service will govern and control the terms of each Order and Confirmation under this Agreement. By accessing or using the Network, You agree to be bound by the terms of this Agreement, including each applicable Order and Confirmation.

In addition to the terms of this Agreement and any Order, Your access to and use of the Network is subject to the then-current policies relating to the Network, including, without limitation, the Network Privacy Policy available on the Site. You are responsible for compliance with these policies and all other policies applicable to the access and use of the Network.

PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON ON THE SCREEN, SUBMITTING AN ORDER, or by ACCESSING OR USING THE NETWORK, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF SERVICE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, TUTTI IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE NETWORK and YOU MUST NOT ACCESS OR USE THE NETWORK (or the site or any SERVICES). IF YOU ACCESS OR USE THE NETWORK (or the site or any SERVICES), YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.

This Agreement is entered into as of the earlier of the date You first submit an Order that is later accepted by Tutti or first access or use the Services or a Site (the “Effective Date”).

  1. Definitions. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning (as commonly interpreted in the United States). The English language will control with respect to the construction and interpretation of this Agreement. Any version of this Agreement in a language other than English is provided as a convenience. The English language version of this Agreement will govern and control over any such other version of this Agreement in all respects.

  2. Eligibility. The Service is made available under this Agreement only to You and each Licensee and their Representatives must separately enter into this Agreement. By entering into this Agreement and accessing the Network, You represent and warrant that: (1) if You are a Licensee, You hold all applicable medical licenses, registrations, and certifications necessary to enable You to practice medicine in compliance with all laws and regulations applicable to You and to make and receive Referrals and transmit and share patient information through the Network (all “Licenses”); or (2) if You are a Representative, the Licensee on behalf of whom You have entered this Agreement holds all applicable Licenses. You covenant and agree that You or Your Licensee will continue to maintain all such Licenses at all times throughout the term of this Agreement. You will provide immediate notice to Tutti prior to allowing any such License to fall out of good standing or otherwise lapse. At the request of Tutti You agree to promptly provide Tutti with documentation as requested by Tutti to verify the validity of any such Licenses. You acknowledge and agree that Tutti may evaluate such Licenses for compliance.

  3. Use of the Network. All participation in the Network and access to and use of the Service is subject to the approval of Tutti and may be terminated or suspended at any time as set forth in this Agreement. Subject to this Agreement, during the term of this Agreement Tutti will provide You with a limited right to access and use the Network and the Service. Your rights to access and use the Network and the Service are personal, non-exclusive, non-transferable and non-sublicensable. Your participation in the Network, and Your access to and use of the Service, is subject to and will be in accordance with the terms of this Agreement and all applicable Laws. You will access and use the Network and the Service solely for Your own purposes or, as applicable, for the professional purposes of the Licensee on behalf of whom you have entered this Agreement. All access to and use of the Network and any Service will be deemed to have been lawfully completed by You if You are a Licensee, or by the Licensee on behalf of whom You have entered this Agreement if Your are a Representative, under and subject to all applicable Licenses held by You or that Licensee.

  4. Term. This Agreement will be effective upon the Effective Date. The term of this Agreement will continue for the initial period stated in the applicable Order or Confirmation and will thereafter automatically renew for successive additional periods of equal duration. If no initial period is stated in the applicable Order or Confirmation for the Service, this Agreement will continue for an initial period of 1 month and will thereafter automatically renew for successive additional 1-month periods. Unless terminated as set forth herein, the term of this Agreement will continue to renew until You notify Tutti that You do not wish to renew the Agreement at least 30 days prior to the end of the then-current period. In all other cases, the term of this Agreement will continue until terminated as set forth herein.

  5. Access to Your Account. You may access and use the Network solely through the account You are issued on the Network (Your “Account”). Your Account may be used only by You or, if You are a Representative, only by other individuals legally authorized to act on behalf of the Licensee on behalf of whom You have entered this Agreement (each such individual, an “Authorized User” under the Account). You will be issued user identifications and passwords applicable to each Authorized User of the Account (all “Account IDs”). All Account IDs are personal in nature and may be used only by You or the individual in whose name that Account ID has been issued. You are solely responsible for all use of the Network by each Authorized User and for compliance by each Authorized User with the applicable terms of this Agreement. You will ensure the security and confidentiality of each Account ID and will notify Tutti immediately if any Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all costs, fees, liabilities, or damages incurred through the use of each Account ID (whether lawful or unlawful) and any Referrals or other transactions completed through any Account or under any Account ID. You will not allow any access to or use of the Network by anyone other than Your Authorized Users, and any such use will be consistent with the terms, conditions, and restrictions set forth in this Agreement. All such Referrals or other transactions will be deemed to have been lawfully completed by You or, as applicable, by the Licensee on behalf of whom You have entered this Agreement.

  6. Referrals. The Network facilitates the exchange of Referrals between You and other licensed healthcare professionals participating in the Network or the valid legal representatives of those licensed healthcare professionals acting on behalf of those professionals (“Participants”). All Referrals facilitated through the Network originate from You or other Participants and not from Tutti. Tutti is under no obligation to monitor, review, or validate any Referrals. You are solely responsible for all Referrals You PROVIDE, ACCESS, or accept through the Network and for ensuring that all referrals you provide, ACCESS, or ACCEPT through the Network are accurate, current, complete, legal, and valid. Without limiting any other provision of this Agreement, Tutti will have no responsibility for or liability related to the accuracy, currency, completeness, legality, or validity of any referral You provide, access, OR ACCEPT through the Network. You represent and warrant that You have sufficient rights to provide, access, and accept all Referrals You provide, access, or accept through the Network. You agree not to provide, access, or accept any Referral that would cause You to violate any medical license, registration, or certification necessary to enable You to practice medicine in compliance with any applicable Laws. You grant Tutti all rights necessary for Tutti to act on Your behalf in facilitating the transmission of any Referral or any acceptance of any Referral You provide or accept through the Network.

  7. Content. The Network enables You to exchange data, information, and other content (“Content”) with other Participants through the Network. Except for any Content provided by Tutti (“Tutti Content”), Tutti has no obligation to monitor, review, or validate any Content provided, exchanged, or generated through the Network or the accuracy or completeness thereof. You are solely responsible for all Content that You provide, exchange, or generate through Your use of the Network (collectively, “Your Content”). Tutti operates the Network solely to facilitate the exchange of Referrals and Content. Your reliance upon the Content You obtain through the Network is solely at Your own risk. Tutti does not assume any liability or responsibility for damage or injury (including death) to You, Your patients, other persons or property arising from Your use of the Network or any Content provided, exchanged, or generated through the Network. Tutti does not warrant the accuracy of any content. all content provided, exchanged, or generated through the Network is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals in patient care. You grant Tutti all rights in and to Your Content and all required consents necessary to use Your Content for the purposes for which You provide Your Content to the Network and for Tutti to operate the Network and provide the Service. You represent and warrant that You have sufficient rights to provide all Your Content through the Network. Regardless of any access Tutti may provide You to Your Content, Tutti will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. Tutti may take remedial action if any of Your Content violates this Agreement, including, without limitation, deletion of any of Your Content. You will not provide or exchange any Content that: (1) violates any Law or is illegal in any way or would cause You, Tutti, or any other Participant to violate any Law; (2) is an infringement, misappropriation or violation of any IPR, publicity/privacy rights, or other rights of any third party; (3) contains any viruses or is intended to damage, surreptitiously intercept, or expropriate the Network; or (4) is false, misleading, inaccurate, untruthful, incomplete, invalid, or not current.

  8. Restrictions on Your Use of the Network. The Network and the software, hardware and other technology used by or on behalf of Tutti to provide the Network and operate the Site (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Tutti. You will not, and will not permit any third party to: (1) access or use the Network except as expressly provided in this Agreement; (2) use the Network in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Service; (3) use automated scripts to collect information from or otherwise interact with the Network Software; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Network or any Software, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or by otherwise making access to the Network or any Software available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Network or any Technology or Software; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Technology, or Software; or (8) interfere in any manner with the operation or hosting of the Site, Service, Technology or any Software; or (9) attempt to gain unauthorized access to the Network or any Technology or Software.

  9. Fees and Payment. You agree to pay Tutti all fees set forth in each Order or Confirmation and any fees otherwise specified on the Site or through the Service (“Fees”). All Fees will be billed monthly in advance by Tutti. All Fees will be deducted or debited, as applicable, from the credit card You have placed on file with Tutti, or withdrawn directly from the bank account you have specified to Tutti, as Your applicable payment mechanism under this Agreement. You grant Tutti the right to charge the credit card or debit the bank account provided to Tutti for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to Tutti (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. Tutti may change any portion of the Fees by posting the changes to the Site or otherwise notifying You through the Service of the change, such changes to take effect at the beginning of the next period of this Agreement. If Tutti requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Service provided under this Agreement.

  10. Termination. This Agreement may be terminated by Tutti effective upon notice to You upon any breach by You of this Agreement; or (2) at any time for any reason or no reason upon 30 days notice by You. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Network (including the Site and Service) and any Software; (c) all Fees then owed by You will become immediately due and payable; and (d) You will immediately either return to Tutti or, at Tutti's discretion, destroy the Content, Account IDs, Tutti Confidential Information, and other information related to this Agreement in Your possession or control; and (e) Tutti may delete any of Your Content held by Tutti at any time. Sections 1 (Definitions), 9 (Fees and Payment), 10 (Termination), 14 (Ownership), 15 (Warranties), 16 (Disclaimer), 17 (Indemnity), 18 (Limitation on Liability), 19 (Data Privacy), 20 (Confidentiality); 20 (Disputes), 24 (Governing Law) and 25 (General) will survive any expiration or termination of this Agreement.

  11. Suspension. Without limiting Tutti’s right to terminate this Agreement, Tutti may also immediately and indefinitely suspend Your access to the Network, including, without limitation, all of any of Your Referrals or Content on the Network, with or without notice to You, upon any actual or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Tutti to be inappropriate or detrimental to the Network or any other Tutti customer or user. Tutti may at any time following any suspension, suspend access to or delete any of Your Content held by Tutti or the Network.

  12. Software. Any software, applications, or code available on or for download through the Network (“Software”) is protected by IPR (as defined below). Tutti grants you a limited, non-exclusive right and license to download, install and execute the Software in accordance with the instructions provided through the Network and solely for your own business purposes in connection with Your access to and use of the Network. Except as expressly set forth in the foregoing sentence, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any IPR therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of Tutti.

  13. Third-Party Services. The Network may include access to services developed, provided or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Third Party Services may be subject to additional Fees as set forth on the Site. Notwithstanding the terms of any Third Party Services Agreement, Tutti may change, modify or discontinue any Third Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third Party Service Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Services.

  14. Ownership. Tutti retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Network (including the Site and Service), Tutti Content, and all Technology and Software, as well as any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from Your right to access the Network under this Agreement. The Tutti name, logo and the product and service names associated with the Network are trademarks of Tutti (or its third party providers), and no right or license is granted to You to use them. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

  15. Warranties. You hereby represent, warrant, and covenant for the benefit of Tutti that: (1) this Agreement is a legal and valid obligation binding and fully enforceable against You in accordance with its terms or, if You are accepting this Agreement on behalf of a Licensee, against that Licensee; (2) You have the full power and authority to enter into this Agreement (both Your own behalf and, as applicable, on behalf of any Licensee) and to perform all of Your obligations and grant all rights and licenses under this Agreement; (3) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which You are a party or by which You are bound; and (4) You will comply, and ensure that all Your employees and contractors comply, with all Laws applicable to this Agreement and Your rights and obligations under this Agreement. In particular, and without limiting any other obligation under this Agreement, You will comply with all requirements under applicable Laws for the confidentiality, security, privacy, or other access or use of patient information, including, without limitation, Protected Health Information (as defined under applicable Law). As may be directed or required by Tutti, You will comply with the terms of Tutti’s applicable Business Associate Agreement (the “Business Associate Agreement”) a copy of which has been provided to You. Without limiting any obligation or requirement imposed by any Business Associate Agreement, You represent, warrant, and covenant that You will use and disclose any patient information, including, without limitation, any “Protected Health Information” (as defined under applicable Law), solely for the purposes of exercising Your rights and performing Your obligations under this Agreement. You will promptly report to Tutti any unauthorized access to or use or disclosure of any Content comprising Protected Health Information of which You become aware. Upon any such unauthorized access, use, or disclosure, You will promptly: (i) conduct a full investigation thereof, (ii) provide Tutti with a report regarding such investigation, (iii) conduct appropriate remediation and corrective actions, and (iv) respond to reasonable requests from, and cooperate with, Tutti in connection with any investigation, incident management, remediation or corrective actions, including applicable or required notifications to third parties.

  16. Disclaimer of Warranties. YOU ACKNOWLEDGE THAT THE NETWORK (INCLUDING THE SITE AND SERVICE) IS PROVIDED BY TUTTI AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND. TUTTI MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OF ANY REFERRAL OR CONTENT TUTTI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIS AGREEMENT AND THE NETWORK, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TUTTI OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY TUTTI AS AN AMENDMENT TO THIS AGREEMENT.

  17. Indemnity. You are solely responsible for, and You will indemnify, defend, hold harmless Tutti and its owners, officers, directors, trustees, employees, contractors, agents, or representatives (the “Tutti Parties”) from and against, all losses, liabilities, damages, claims, allegations, demands, causes of action, costs, or expenses (including reasonable attorneys’ fees) (“Claims”), arising out of or in any way related to: (1) Your use of or access to the Network (including the Site and Service), including, without limitation, any Referrals made, accessed, or accepted through the Network or any of Your Content; (2) Your actual or alleged breach of this Agreement or violation of any applicable Law; (3) damage to property or injury to or death of any person directly or indirectly caused by You or Your use of the Network; and (4) Your negligence or willful misconduct.

  18. Limitation on Liability. IN NO EVENT WILL TUTTI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF OR INABILITY TO USE OR ACCESS THE NETWORK (INCLUDING THE SITE AND SERVICE), INCLUDING, WITHOUT LIMITATION, LOSS OR INTERRUPTION OF BUSINESS OR PROFITS, EVEN IF TUTTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF TUTTI RELATING TO THIS AGREEMENT, THE NETWORK, OR ANY REFERRALS OR CONTENT OBTAINED FROM THE USE OF OR ACCESS TO THE NETWORK, EXCEED ANY AMOUNTS PAID TO TUTTI UNDER THIS AGREEMENT. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, TUTTI WOULD NOT PROVIDE ACCESS TO THE NETWORK TO YOU. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, TUTTI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  19. Data Privacy. You expressly consent to the use and disclosure of personally identifiable and other data and information as described in Tutti’s then-current Privacy Policy. Notwithstanding anything in the Privacy Policy, Tutti will have the right to collect, extract, compile synthesize, and analyze non-personally identifiable (de-identified) data or information resulting from Licensee’s use of or access to the Network (“Data”). To the extent any Data is collected by Tutti, the Data will be solely owned by Tutti and may be used by Tutti for any lawful business purpose without a duty of accounting to You or any third party, provided that the Data is used only in an aggregated form, without directly identifying You, any Authorized User or patient, or any other entity or natural person as the source thereof..

  20. Confidentiality. For purposes of this Agreement, “Confidential Information" means all nonpublic information disclosed or made available to You by Tutti under this Agreement that relates to the Network (including the Site and Service), any Technology or Software, or Tutti’s finances, operations, employees, customers, or business. You will not disclose Confidential Information to any third party without Tutti’s prior written consent. You may disclose the Confidential Information only to those of Your employees (if any) who have a need to know the Confidential Information for purposes of facilitating Your use of the Network under this Agreement and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. You will treat all Confidential Information with the same degree of care as You treat Your own confidential information which, in no event, will be less than reasonable care. You will not utilize the Confidential Information other than as expressly permitted in this Agreement.

  21. Claims of Infringement. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

Tutti Systems LLC
Attn: Copyright Infringement Agent
16748 E Smoky Hill Rd, #326
Centennial, CO 80015

Please provide the following information to Tutti’s Copyright Infringement Agent:

(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and email address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.

  1. Linked Sites. The Network may contain links to third-party sites that are not under the control of Tutti, and Tutti is not responsible for any content on any linked site. If you access a third-party site from the Network, then you do so at your own risk. Tutti provides links only as a convenience, and the inclusion of the link does not imply that Tutti endorses or accepts any responsibility for the content on those third-party sites. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Tutti or any group or individual affiliated with Tutti. You may not use on your site any Content or IPR appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Site without prior written consent.

  2. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section 23. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Tutti in Denver, Colorado U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

  3. Governing Law. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of Colorado, U.S.A. or in state court in Denver, Colorado U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Tutti.

  4. General. This Agreement will exclusively govern Your access to and use of the Network (including the Site and Service) and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Network. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Tutti reserves the right, at any time, to update, change, or modify the Network (including any portion of the Site or Service), by making such modification available on the Site or by providing other notice to You. Any modification will be effective immediately upon posting on the Site or such other notice. All modification will be deemed part of the “Network” for purposes of this Agreement. You will be deemed to have agreed to such modification through Your continued use of the Network. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Tutti. Any assignment in violation of the foregoing will be null and void. Tutti may assign this Agreement to any party that assumes Tutti’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.




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