You agree to defend, indemnify, and hold harmless Tandem, its licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims,
liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Website Terms and Conditions or your use of the Website, including, but not
limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Website Terms and Conditions, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Website Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with
the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (wither of the State of Delaware or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Website Terms and Conditions or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located
in the City of San Diego and County of San Diego, although we retain the right to bring any suit, action, or proceeding against you for breach of these Website Terms and Conditions in your country of residence or any other relevant country.
You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Tandem’s sole discretion, it may require you to submit any disputes arising from these Website Terms and Conditions or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance,
or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE WEBSITE TERMS AND CONDITIONS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY
Waiver and Severability
No waiver by Tandem of any term or condition set out in these Website Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Tandem to assert a right
or provision under these Website Terms and Conditions shall not constitute a waiver of such right or provision.
If any provision of these Website Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that
the remaining provisions of the Website Terms and Conditions will continue in full force and effect.