TERMS OF USE AGREEMENT

Last Updated: 4/1/2026

Welcome and thank you for your interest in Headstart Health, Inc. ("Headstart," "we," "us," or "our"). This Terms of Use Agreement ("Terms of Use" or "Terms" and together with any applicable Supplemental Terms, the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at https://headstart.health/ and its subdomains, and any of Headstart's other websites on which a link to these Terms of Use appears (collectively, the "Website") and (ii) the services, content, and other resources available on or enabled via our Website (collectively, with our Website, the "Service").

Headstart provides a technology platform that helps connect families with applied behavior analysis ("ABA") providers and supports providers, including board certified behavior analysts ("BCBAs" and, together with ABA providers, "Providers"), in operating independent practices. The Service may include Provider directories, referral tools, scheduling support, communications tools, and related content. Headstart provides the Service in connection with, and on behalf of, Providers to facilitate the delivery of services and benefits by such Providers to you. Headstart is not itself a Provider and does not deliver or otherwise provide any healthcare, medical, therapeutic, or ABA services.

This Agreement does not govern your eligibility to receive, or the terms upon which you receive, any healthcare, therapeutic, or ABA services from a Provider, which are governed solely by your relationship with the applicable Provider. The services and benefits of each Provider are provided to you by such Provider and not by Headstart. Each Provider has primary control over and responsibility for the quality, timing, legality, and provision of any services or benefits provided by such Provider to you. You will not consider Headstart, nor will Headstart be construed as, a party to any agreement between you and a Provider, and Headstart shall not be liable for any costs or damages arising out of, either directly or indirectly, the provision of services or benefits by a Provider to you. If you have questions or concerns about your ability to access certain services from a Provider, please direct such questions and concerns to the applicable Provider.

Please read this Agreement carefully. This Agreement governs the use of the Service and applies to all users visiting or accessing the Service. By accessing or using the Service in any way, accepting this Agreement by checking the box next to "I agree to Headstart's Terms & Conditions" and clicking the "Continue" button, completing the account registration process, or browsing the Website, you represent that: (1) you have read, understand, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with Headstart, (3) you are not barred from using the Service under the laws of the United States, your place of residence, or any other applicable jurisdiction, and (4) you have the authority to enter into this Agreement personally. If you do not agree to be bound by the Terms of Use, you may not access or use the Service.

Dispute Resolution: Please be aware that Section 11 provides that, unless you opt out within 30 days of agreeing to these Terms, all disputes between you and us, with limited exceptions, will be resolved by binding and final arbitration. Section 11 also contains a class action and jury trial waiver. Please read Section 11 carefully.

The Agreement is subject to change by Headstart in its sole discretion at any time as set forth in Section 12.5 (Agreement Updates).

1. Use of the Service

The Service and the information and content available on the Service are protected by applicable intellectual property, including copyright, laws. Unless subject to a separate license agreement between you and Headstart, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.2 Families and Referral Sources

If you are a family member, caregiver, or referral source accessing the Service, you acknowledge and agree that: (a) you are solely responsible for evaluating and selecting any Provider, including by verifying such Provider's credentials, qualifications, licensure, insurance participation, and suitability for your needs; (b) Provider availability, accepted insurance plans, service areas, and scheduling are subject to change at any time without notice from Headstart; (c) Headstart does not guarantee that any particular Provider will be available, will accept your insurance, or will be able to provide services to you or the individual for whom you are seeking services; and (d) any decision to engage a Provider is made at your sole discretion and risk. Headstart's inclusion of any Provider on the Service does not constitute an endorsement, recommendation, or guarantee of such Provider's services.

2. Registration

2.1 Registering Your Account

In order to access certain features of the Service, you may be required to register an account on the Service ("Account").

2.2 Registration Data

In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3 Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Headstart. Headstart reserves the right to terminate your Account if it has been inactive for one hundred eighty (180) days. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Headstart immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete, or not current, or Headstart has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete, or not current, Headstart has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Headstart reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by Headstart, or if you have been previously banned from any of the Service.

3. Your Information

You acknowledge that you may provide certain information, data, text, or other materials through the Service, and that we may receive certain information about you and your interactions with Providers from Providers and their respective service providers (collectively, "Your Information"). Headstart is not responsible for and does not control Your Information. Headstart does not approve or endorse, or make any representations or warranties with respect to, Your Information. Headstart uses Your Information in accordance with the terms agreed with such Providers and their privacy practices. You acknowledge and agree that Headstart may use and share Your Information with the applicable Provider selected by you and its service providers for the purposes of operating and providing the Service, facilitating your connection to Providers, reporting on the use and effectiveness of the Service, assisting Providers with responding to questions or dispute resolution, and improving the Service, in addition to other rights provided in our agreements with Providers.

4. Ownership

4.1 The Service

Except with respect to Your Information, you agree that Headstart and its suppliers or licensors own all rights, title, and interest in the Service, including any computer code, themes, graphics, objects, concepts, methods of operation, and documentation, and all improvements, enhancements, and updates made thereto. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any portion of the Service.

4.2 Trademarks

Headstart's name, green checkmark logo, and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are the trademarks of Headstart and may not be used without permission in connection with your, or any third party's, products or services. Other trademarks, service marks, and trade names that appear on or in the Service are the property of their respective owners.

4.3 Your Information

Headstart does not claim ownership of Your Information. However, when you upload, post, email, transmit, provide, or otherwise make available Your Information on or to the Service, you represent that you own and/or have sufficient rights to Your Information to grant the license set forth below.

4.4 License to Your Information

You grant Headstart a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable right, including any moral rights, and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, and distribute Your Information, in whole or in part, for the purposes of operating and providing the Service to you and to Providers, including as described in Section 3.

4.5 Username

Notwithstanding anything contained herein to the contrary, by submitting Your Information to any forums, comments, or any other area on the Service, you hereby expressly permit Headstart to identify you by your username, which may be a pseudonym, as the contributor of Your Information in any publication in any form, media, or technology now known or later developed in connection with Your Information.

4.6 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Headstart regardless of how submitted ("Feedback") is at your own risk and that Headstart has no obligations, including obligations of confidentiality, with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Headstart a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Headstart's business.

5. User Conduct and Certain Restrictions

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not, and shall not permit any third party to:

  • license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Service or any portion of the Service;
  • frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service;
  • use any metatags or other hidden text using Headstart's name or trademarks;
  • modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Service except to the extent expressly prohibited by applicable law;
  • use any manual or automated software, devices, or other processes, including spiders, robots, scrapers, crawlers, avatars, and data mining tools, to scrape or download data from the Service, except that public search engines may use spiders solely to create publicly available searchable indices of the materials and not caches or archives;
  • remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
  • impersonate any person or entity;
  • interfere with or attempt to interfere with the proper functioning of the Service, including by introducing harmful code or otherwise overloading, flooding, spamming, mail bombing, or crashing the Service;
  • take any action or make available any content on or through the Service that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another person's privacy, tortious, obscene, offensive, profane, unauthorized advertising, junk or bulk email, or otherwise inappropriate;
  • involve commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Headstart's prior written consent; or
  • post photographs of another person without that person's permission or make available content containing nudity, violence, sexually explicit, or offensive subject matter as determined by Headstart in its sole discretion.

The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Headstart pursuant to this Agreement.

6. Third-Party Service

The Service may contain links to third-party websites, applications, and advertisements for third parties, including to services provided by Providers (collectively, the "Third-Party Services"). Such Third-Party Services are not under the control of Headstart. Headstart is not responsible for any Third-Party Services. When you use or access a Third-Party Service, you become subject to the terms and conditions, including privacy policies, of that Third-Party Service. Headstart does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7. Indemnification

You shall indemnify and hold Headstart, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of Your Information, your use of or inability to use the Service, your violation of this Agreement, your violation of any rights of another party, or your violation of any applicable laws, rules, or regulations. Headstart reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Headstart in asserting any available defenses. This provision does not require you to indemnify any Headstart party for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment or suppression of any material fact in connection with the Service. This provision survives any termination of your Account, this Agreement, and/or your access to the Service.

8. Disclaimer of Warranties

8.1 As Is

You expressly understand and agree that, to the extent permitted by applicable law, your use of the Service is at your sole risk, and the Service is provided on an "as is" and "as available" basis, with all faults. The Headstart parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement arising from use of the Service.

The Headstart parties make no warranty, representation, or condition that: (1) the Service will meet your requirements; (2) your use of the Service will be uninterrupted, timely, secure, or error-free; or (3) the advice, results, or information obtained from use of the Service will be accurate or reliable.

Any content downloaded from or otherwise accessed through the Service is accessed at your own risk, and you are solely responsible for any damage to your property, device, computer system, or other loss that results from accessing such content.

From time to time, Headstart may offer new beta features or tools for experimental purposes only and without warranty of any kind. Such features or tools may be modified or discontinued at Headstart's sole discretion.

8.2 No Liability for Conduct of Third Parties

You are solely responsible for all of your communications and interactions with third parties and Providers on or through the Service. You acknowledge and agree that the Headstart parties are not liable, and you agree not to seek to hold them liable, for the conduct of third parties, including Providers and operators of external sites, and that the risk of injury from such third parties rests entirely with you. Headstart makes no warranty regarding the quality, safety, legality, or suitability of any Provider's services, or the accuracy, timeliness, truthfulness, completeness, or reliability of any Provider's credentials, qualifications, content, or listings.

8.3 No Medical Advice

Headstart is a technology platform and does not deliver or otherwise provide any healthcare, medical, therapeutic, or ABA services. Headstart does not offer medical advice. Any content accessed through the Service is for informational and educational purposes only and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The content accessed through the Service should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Your use of the Service to connect with a Provider does not create a provider-patient, therapist-client, or any other healthcare relationship between you and Headstart. Please consult your doctor or other qualified healthcare provider if you have any questions about a medical condition or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the Service. Call 911 or your doctor for all medical emergencies. You may only use the Service if you reside in the United States.

9. Limitation of Liability

9.1 Disclaimer of Certain Damages

To the fullest extent provided by law, in no event shall the Headstart parties be liable for any loss of profits, revenue, or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, whether or not any Headstart party has been advised of the possibility of such damages, arising out of or in connection with this Agreement, the Service, or any communications, interactions, or meetings with other users or third parties.

9.2 Cap on Liability

To the fullest extent permitted by law, the Headstart parties shall not be liable to you for more than the greater of (i) the total amount paid to Headstart by you during the three-month period prior to the act, omission, or occurrence giving rise to such liability, (ii) $100, or (iii) if applicable, the statutory remedy or penalty imposed by the statute under which such claim arises. The foregoing cap does not apply to liability for death or personal injury caused by a Headstart party's negligence or for any injury caused by a Headstart party's fraud or fraudulent misrepresentation.

9.3 User Content

Headstart assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, including Your Information, user communications, or personalization settings.

9.4 Exclusion of Damages

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

9.5 Basis of the Bargain

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Headstart and you.

10. Term and Termination

10.1 Term

The term of this Agreement commences on the date when you accept this Agreement and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

10.2 Termination of Service by Headstart

If you have materially breached any provision of this Agreement, or if Headstart is required to do so by law, Headstart has the right to, immediately and without notice, suspend or terminate any Service provided to you. Headstart reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Headstart's sole discretion and that Headstart shall not be liable to you or any third party for any termination of your Account.

10.3 Termination by You

If you want to terminate this Agreement, you may do so by notifying Headstart at any time and closing your Account for the Service. Your notice should be sent to admin@headstart.health.

10.4 Effect of Termination

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Information associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. Headstart will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Information. All provisions of this Agreement that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, and limitations of liability.

10.5 No Subsequent Registration

If this Agreement is terminated for cause by Headstart or if your Account or ability to access the Service is discontinued by Headstart due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

11. Dispute Resolution Agreement

11.1 Arbitration of Disputes

Subject to the terms of this section, you and Headstart agree that all disputes or claims between you and Headstart that arise out of or relate in any way to your use of or access to the Service, or to these Terms of Use, including prior versions of these Terms of Use (each, a "Dispute"), will be resolved by binding arbitration. By entering into this arbitration agreement, all parties are waiving their respective rights to sue in court and have a trial in front of a judge or jury. This arbitration agreement is intended to be broadly interpreted and includes, for example, disputes brought under any legal theory or that arose before you first accepted any version of these Terms of Use containing an arbitration provision. This arbitration agreement does not preclude any party from bringing claims in small claims court if such claims qualify and remain in small claims court, or seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights.

11.2 Informal Dispute Resolution

Before initiating any proceeding according to the terms of this arbitration agreement, as a condition precedent to doing so, you and Headstart agree to try to first resolve Disputes informally by contacting the other party in writing through a notice of dispute. If the Dispute is not resolved within 45 days after submission of the notice of dispute, you or Headstart may commence arbitration or, in the limited circumstances described above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution process.

11.3 Arbitration Procedures

The interpretation and enforcement of this arbitration agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act. National Arbitration & Mediation ("NAM") will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings, both available at https://www.namadr.com/resources/rules-fees-forms/, and as modified by this arbitration agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this arbitration agreement and the arbitrability of disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 11.6 below. The arbitration will be conducted in the county where you reside or Delaware, unless the parties agree to another location or the batch arbitration process is triggered. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.

11.4 Confidentiality

To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.

11.5 Arbitration Fees

The NAM rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys' fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose as measured by the standards set forth in Federal Rule of Civil Procedure 11(b).

11.6 No Class or Representative Actions

You and Headstart agree that, by entering into this arbitration agreement, all parties may each bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If a final decision, not subject to any further appeal or recourse, determines that this arbitration agreement is invalid or unenforceable as to any particular claim or request for relief, you and Headstart agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware.

11.7 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Headstart agree that, in the event there are ten or more individual requests of a substantially similar nature filed against Headstart by or with the assistance of the same law firm, group of law firms, or organizations within a ninety-day period, NAM shall administer the arbitration demands in batches of 100 requests per batch, or, if between ten and ninety-nine individual requests are filed, a single batch of all those requests. NAM may appoint one arbitrator for each batch and provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing if any, and one final award. If there is any dispute about the applicability of these batch arbitration procedures, NAM shall appoint a single administrative arbitrator to determine their applicability, and the administrative arbitrator's fees shall be paid by Headstart.

11.8 30-Day Right to Opt Out

You have the right to opt out of this arbitration agreement. If you do not wish to be bound by it, you must send written notice to Headstart within thirty (30) days of first accepting any version of these Terms containing an arbitration agreement. You must send this by email to admin@headstart.health or regular mail to 2025 Zach Scott Street, Austin, TX and must include: (1) your name and address; (2) the email address you used to set up your Headstart account, if you have one; and (3) an unequivocal statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply to you.

11.9 Changes to the Arbitration Agreement

The parties agree that Headstart retains the right to make changes to this arbitration agreement in the future. You may reject any such change by notifying Headstart within thirty (30) days of that change by email to admin@headstart.health or regular mail to 2025 Zach Scott Street, Austin, TX. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this arbitration agreement do not provide you with a new opportunity to opt out if you did not previously properly opt out. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this arbitration agreement, as modified by any changes that you did not reject. Headstart will continue to honor any valid opt-outs to the arbitration agreement.

12. General Provisions

12.1 Electronic Communications

The communications between you and Headstart may take place via electronic means, whether you visit the Service or send Headstart emails, or whether Headstart posts notices on the Service or communicates with you via email. For contractual purposes, you consent to receive communications from Headstart in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Headstart electronically provides to you satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your statutory rights, including the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. 7001 et seq.

12.2 Communications via SMS and Telephone

By providing your telephone number to Headstart or through the Service, you consent to receive communications from Headstart via telephone, SMS, text message, or other electronic means to the telephone number you provide, including for purposes of account notifications, service updates, appointment reminders, and other communications related to the Service. You acknowledge that message and data rates may apply, and that you are solely responsible for any charges imposed by your wireless carrier or other communications provider. You may opt out of receiving SMS or text message communications at any time by following the instructions provided in such communications or by contacting Headstart at admin@headstart.health. Opting out of SMS or text message communications does not affect your obligations under this Agreement.

12.3 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Headstart's prior written consent. Headstart may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.4 Questions, Complaints, Claims

If you have any questions, complaints, or claims with respect to the Service, please contact us at admin@headstart.health. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In accordance with California Civil Code section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12.5 Agreement Updates

When changes are made, Headstart will make a new copy of these Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Headstart may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to any change after receiving notice of such change, you shall stop using the Service.

12.6 Governing Law

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Headstart agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.

12.7 Notice

Where Headstart requires that you provide an email address, you are responsible for providing Headstart with a valid and current email address. In the event that the email address you provide to Headstart is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Headstart's dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Headstart at admin@headstart.health. Such notice shall be deemed given when received by Headstart by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

12.8 Waiver; Severability

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 portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

12.9 Export Control

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported into any United States embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Service, you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, that has been designated by the U.S. Government as a terrorist-supporting country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Headstart are subject to the export control laws and regulations of the United States, and you shall comply with those laws and regulations.

12.10 Entire Agreement

The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.