Last modified: August 26, 2021
We at Mind InFormation, Inc. (“we
”) provide access to and use of our integrated online platform for teletherapy providers known in the marketplace as LEXERCISE® (including the Website (as defined below) and all functionality, software, content and services made available thereon, the “Platform
”) to: (i) registered teletherapy groups (“Therapy Groups
”) pursuant to a written agreement (the “Therapy Group Terms of Service
”) between us and the Therapy Group, and (ii) certain course takers accessing our LEXERCISE® Professional Education materials (a “Course Taker
”) pursuant to our Professional Education Terms of Service (the “Professional Education Terms of Service
”) online at https://www.lexercise.com/about/legal/professional-education-terms-of-service
” are either (x) an individual therapist being permitted to access and use the Platform on behalf of a Therapist Group subject and pursuant to the Therapy Group Terms of Service (such persons described in clause (x), the “Therapists
”), or (y) an individual Course Taker being permitted to access and use the Platform on your own behalf (such persons described in clauses (x) and (y), collectively, the “Individual Therapists
”) is an additional binding legal agreement between you and us governing your access to and use of the Platform, personally.
Please be advised: the Platform, its features and functionality and the design, selection and arrangement thereof, as well as the underlying structure, ideas, know-how and algorithms relevant to the Platform, are all owned by us and are protected by copyright, trade secret and other intellectual property rights laws. You should read the terms and conditions of this Agreement carefully before you start to use the Platform. Use of the Platform contrary to the provisions below will constitute a breach of the Agreement and may violate copyright, trade secret and other intellectual property rights laws.
The Platform enables you to work with children or other individuals with learning difficulties that are registered to use the Platform (each, a “User
”) to overcome the User’s learning difficulties by providing information, instruction, tools and exercises for the User, where applicable under the supervision of the User’s parent, legal guardian, or other entity or organization (such as a school) who has custody or control over the User (each, a “Guardian
” and together with their associated User, the “Clients
”). For the avoidance of doubt, “Clients
” includes any prospective Clients of the Platform.
THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND US. BY REGISTERING TO USE THE PLATFORM (INCLUDING BY CLICKING TO “ACCEPT” OR “AGREE” TO THIS AGREEMENT WHEN THIS OPTION IS PRESENTED TO YOU, OR BY OTHERWISE ACCESSING AND USING THE PLATFORM), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU ACCEPT THIS AGREEMENT AND AGREE YOU ARE LEGALLY BOUND BY ITS TERMS. YOU REPRESENT AND WARRANT TO US THAT YOU ARE 18 YEARS OF AGE OR OLDER OR OTHERWISE OF AN AGE WHERE YOU CAN FORM A LEGALLY BINDING CONTRACT IN YOUR JURISDICTION. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT REGISTER TO USE THE PLATFORM OR SERVICES OR OTHERWISE ACCESS OR USE THE PLATFORM OR SERVICES.
Changes to this Agreement
We may revise and update this Agreement from time to time in our sole discretion. Via a conspicuous posting within the Platform itself or via notice by e-mail to the e-mail address we have on file for you, we will notify you of any material changes to this Agreement. If you do not agree with any changes we make to this Agreement, you may exercise your right to terminate this Agreement as described below in the section titled “Termination.” Otherwise, changes to this Agreement are effective immediately when we post them, and your continued use of the Platform following the posting of a revised Agreement means that you accept and agree to the changes. You must immediately discontinue access or use of the Platform if you do not want to agree to the revised Agreement.
Changes to the Platform
We may make any updates, alterations, enhancements, modifications or other changes to our Platform (including, without limitation, changes to the design, look and feel, functionality, content, material, information and/or services provided via the Platform) that we deem necessary or useful to improve the Platform or for any other reason, from time to time in our discretion and without notice. If you do not agree with any changes we make to the Platform, you may exercise your right to terminate this Agreement as described below in the section titled “Termination.”
Right to Access
Subject to the terms and conditions of this Agreement, we authorize you, on a non-exclusive and non-transferable basis, to access and use the Platform through our website at www.lexercise.com
(collectively, including any successor or alternate URL we have provided for this purpose from time to time, our “Website
”), solely for the Permitted Purposes defined below, and solely in the form in which we have provided the Platform to you. If we make any Client-messaging templates or other templates available to you in connection with the Platform, you may also copy, modify, personalize and fill in the blanks of such templates in connection with your use of the templates for their intended purpose (communicating with Clients) in connection with the Permitted Purposes for which you are authorized to use the Platform.
The “Permitted Purposes
” for which you are authorized to access and use the Platform are limited to the following: (i) if you are accessing and using the Platform as a Therapist, use in connection with your offer and provision of teletherapy, instructional and related services to Clients through the Platform on behalf of the Therapy Group with which you are associated, for so long as the Therapy Group remains registered to use our Platform and is not in default under the Therapy Group Terms of Service; and (ii) if you are accessing and using the Platform as a Course Taker, use for your own personal training, instructional and educational purposes in connection with your use of our Professional Education materials under and in accordance with the Professional Education Terms of Service. You are not authorized to access or use the Platform for any purpose other than the Permitted Purposes described above.
Limitations and Restrictions
You must use commercially reasonable efforts to prevent unauthorized access to or use of the Platform. You must not, and you must not permit any other person or entity to, access or use the Platform except as we’ve specifically allowed in this Agreement. Except as we have specifically permitted in this Agreement, you must not do any of the following:
- copy, modify, adapt, translate or create derivative works or improvements of the Platform;
- make the Platform available (e.g., rent, sell, sublicense, distribute or transfer) to any other person or entity, including through any time-sharing, service bureau or software as a service arrangement;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Platform or the underlying structure, ideas, know-how or algorithms relevant to the Platform;
- input, upload, transmit or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, malware, disabling code or other malicious software or code;
- bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by our Platform;
- disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;
- damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner our Platform or our ability to provide services to any third party;
- access or use the Platform in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any person or entity, or that violates any applicable law or regulation (including, without limitation, any laws regarding privacy and data protection and any laws regarding the export of data or software to and from the U.S. or other countries);
- access or use the Platform for purposes of benchmarking or competitive analysis, developing, producing, marketing, distributing, licensing or selling any product or service that may compete with our Platform, or disclosing to our competitors, for any purpose, otherwise non-public information about our Platform;
- use any manual process (such as taking screenshots, printing, downloading or otherwise capturing) or automatic process (such as using robots, spiders or other automatic devices) that is not already offered as a feature or functionality of the Platform (i.e., Print or Download features built into the Platform) to monitor or make a copy of any of the material on the Platform without our prior written consent;
- cause the Platform or portions of it to be displayed, or appear to be displayed by framing, deep linking or in-line linking on any other site;
- delete or alter any copyright, trademark or other proprietary rights notices from copies or materials from the Platform;
- use our Platform (A) to send, receive, upload, download, use or re-use any material that does not comply with the Content Standards set forth below; (B) to transmit any unsolicited advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (C) to impersonate or attempt to impersonate us or any of our personnel, another Individual Therapist, any Client or any other person or entity; or (D) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or that may harm us or users of the Platform or expose them to liability;
- use the Platform for any instance or application where the Platform’s failure to perform can reasonably be expected to result in significant bodily harm or financial loss to any person or entity; or
- knowingly aid or assist any person or entity in taking any of the actions prohibited by this “Limitations and Restrictions” Section.
You must immediately notify us should you learn that you or any other person or entity has taken any action prohibited by this “Limitations and Restrictions” Section.
The LEXERCISE® word mark, our stylized “LEXERCISE” logo (also a registered trademark) and all other names, marks, logos, product and service names, designs and slogans used as trademarks by us on the Platform are our trademarks or those of our affiliates or licensors. You must not use such marks without our prior written permission,
Using the Platform
Accessing the Platform
. We strive to provide a reliable and useful experience when using our Platform, but we do not guarantee that our Platform will be available at any specific time or that it will be free of errors, and we will not be liable for any reason if you cannot access the Platform or if an error in the Platform hinders any of its features or functionality.
Minimum Qualifications to Participate
. Your access to and use of the Platform as an Individual Therapist is subject to our efforts to vet and to validate the qualifications of Individual Therapists who wish to register for and use the Platform. These efforts may include, without limitation: (i) requiring each Individual Therapist to pass a qualification examination, (ii) requiring each Individual Therapist to provide documentation of his or her relevant education and experience, (iii) requiring each Individual Therapist to have earned at least 100 hours of practical experience serving clients with dyslexia or similar learning difficulties, (iv) requiring each Individual Therapist to take and pass the Lexercise training course, (v) engaging in on-going review of Client feedback regarding each Individual Therapist, (vi) performing background checks, and/or (vii) any other means as determined in our sole and absolute discretion. We reserve the right, in our sole discretion, to suspend or terminate any Individual Therapist’s access to and use of the Platform or re-assign Clients to others at any time as a result of an Individual Therapist’s failure to meet our minimum qualifications described in this section.
. You must provide all teletherapy, instructional and related services to Clients in accordance with the following “Service-Quality Standards
” at a minimum: (A) all services must be performed in a timely, diligent, professional and workmanlike manner, consistent with prevailing best practices and industry standards for such services, using appropriately-qualified (and, where applicable, licensed) personnel, and (B) in connection with performing any services for Clients you must at a minimum acknowledge receipt of (and use best efforts to respond to) all inquiries and requests from Clients within one business day of receiving such inquiries or requests. If at any time you fail to comply with any Service-Quality Standards, as determined by us in our sole and absolute discretion, we reserve the right, at our option and in our discretion, to suspend or terminate your access to and use of the Platform, to re-assign Clients to others, and/or to provide Clients with a refund of any service fees we have collected from Clients.
Copyright Infringement / DMCA Policy
. We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. Postings on our Platform are subject to our Copyright Infringement / DMCA Policy, available for review at http://www.lexercise.com/about/legal/copyright-dmca
. It is our policy to terminate the user accounts of repeat infringers.
. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you permit any other person to use your account, you will be responsible for their activities while using the Platform. You agree to notify us promptly of any unauthorized access to or use of any user name or password assigned to you or any other breach of security. Accessing the Platform without proper user name and password is strictly prohibited, constitutes a breach of this Agreement which may result in the termination of your right to use the Platform, and may violate copyright and other laws.
Collection and Use of Your Information
Use Outside of the United States
. The Platform is hosted in the United States and is provided from the United States. It is possible that certain information will be stored on servers in multiple other countries on the “cloud” or other similar distributed hosting platforms. If you are accessing the Platform from the European Union, Asia or any other region with laws governing personal information collection, use, and disclosure that differ from United States laws, you are expressly and knowingly consenting to the transfer of all personal information to the United States and other jurisdictions as indicated above, and to our use of such personal information in accordance with our Lexercise Privacy Policies. Each individual accessing the Platform from anywhere outside of the United States is required to refer to our additional “International User Privacy Disclosure” http://www.lexercise.com/about/legal/privacy-international-users
and to click “I AGREE” when the option is presented to you before you will be permitted to provide your personal information to us via the Platform.
No Express or Implied Right to Work with Clients
. Nothing in this Agreement or otherwise shall create any obligation for us to introduce you to any Clients or ensure or guarantee any minimum number of Clients for you to work with via the Platform. From time to time we may choose, in our sole and absolute discretion, to introduce you to Clients via the Platform, but our choice to do so in a particular instance does not create any express or implied obligation to continue doing so at any time in the future.
Use of Video-Conferencing Software
. Video-conference teletherapy sessions should take place using a software of the your choosing, with many often using ZoomTM
You acknowledge and agree that all of your messages, communications, postings, uploads, publications, submissions and contributions (“posts
”) on, to or in connection with the Platform must in their entirety comply with all applicable laws, rules and regulations and shall not:
- contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable, or promote or advertise any particular religious or political beliefs;
- promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person;
- contain any false advertising, misrepresentations or be likely to confuse or deceive any person;
- promote any illegal activity, or advocate, promote or assist any unlawful act;
- cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising that are unrelated to the express purposes of the Platform;
- involve the marketing or promotion of other products, services or materials that are unrelated to (or that are competitive with) the services and materials we make available to Clients via the Platform, or that give the impression that we or any other person or entity endorses such alternate products, services or materials if this is not the case;
- give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; or
- have the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content.
The requirements for all posts described in this Section shall be referred to herein as the “Content Standards
.” Notwithstanding the foregoing, you acknowledge and agree that we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by you, any user or any third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Interactions Outside the Platform
We consider our lists of Clients seeking teletherapy, instructional and related services to be our non-public, confidential and trade secret information. We provide access to these lists and otherwise facilitate interactions between Clients and Individual Therapists through the Platform as a service to Clients, in exchange for the service fees that Clients pay to us. If an Individual Therapist were to access these lists and use them to engage in transactions outside of the Platform, or if a Client and an Individual Therapist were introduced to one another through initial interactions through the Platform only to engage in future transactions together directly and not through the Platform, then this would cause us to lose the “benefit of the bargain” of providing our Platform and related services. Therefore, you agree that you may not, during the period of time in which you have an account on the Platform and for one year thereafter, directly or indirectly, except with our prior express written consent: (i) enter into a transaction with a Client whose information you first obtained through access to the Platform (the “Introduced Party
”) that is similar to, in competition with, or which otherwise could have the effect of preventing us from receiving the full benefit of, the transactions contemplated by our Client Terms of Service, (ii) solicit the Introduced Party to enter into such transaction, or (iii) induce, solicit, procure, or otherwise encourage your (or your subsidiary’s or affiliate’s) employees, contractors, agents or representatives, or respond to any solicitation from any of the same, to enter into any such transaction. Without limiting the generality of the forgoing, Individual Therapists may not (i) list on the Platform any services to be performed and then arrange for such services to be provided and/or paid for outside of the Platform, or (ii) refer to, market or promote their personal websites, services, or other businesses outside of the Platform. However, notwithstanding anything to the contrary in the foregoing, Individual Therapists are permitted to move off of the Platform entirely their teletherapy and instructional sessions with any User so long as (A) in the Individual Therapist’s reasonable professional opinion, the User’s therapy and instruction would proceed substantially more effectively outside of the Platform than inside of it, (B) such movement off of the Platform is not being carried out, in whole or in part, to avoid payment of the Platform’s services fees, and (C) no instructional materials, interactive learning features, or other Platform materials, videos or content are used in such off-Platform therapy.
Important Disclaimers; Release
Reliance on Information Posted
. The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information, and any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Platform, or by anyone who may be informed of any of its contents. Additionally, the Platform may include content provided by third parties, including materials provided by other Individual Therapists and Therapy Groups, non-profit or educational organizations and foundations, or other users of the Platform. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinions. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
. The Platform is a communications, payment and workflow management facilitation tool that enables connections between Clients, Individual Therapists and (where applicable) Therapy Groups. We do not take part in the interactions between Clients (on the one hand) and Individual Therapists and Therapy Groups (on the other) or between Individual Therapists and Therapy Groups. We are not responsible for such interactions. You are solely responsible for such interactions. Our business is solely the provision of the content and services made available to registered users of the Platform. We are not a party to any relationship or contract between Clients (on the one hand) and Individual Therapists and Therapy Groups (on the other) or between Individual Therapists and Therapy Groups, except for our role as the limited authorized agent acting on behalf of the applicable Therapy Group for the purpose of accepting payments from Clients on behalf of the applicable Therapy Group and transmitting such payments to the applicable Therapy Group and (in some cases) onward to Individual Therapists. We are not responsible for any such contracts or proposals that you may upload to the Platform other than making such contracts or proposals available for review and signature (including e-signature) as authorized by you. All such dealings are solely between the respective parties.
. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE CLIENTS OR ONE OR MORE THERAPY GROUPS, YOU HEREBY AGREE TO RELEASE US (AND ALL OF OUR OFFICERS, DIRECTORS, SUBCONTRACTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Links to Other Sites
. If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the linked third party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
. THE PLATFORM AND ANY OTHER SERVICES ASSOCIATED WITH US OR THIS AGREEMENT OR THE SUBJECT MATTER HEREOF ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR PERSONNEL, SUBCONTRACTORS OR OTHER AGENTS OR REPRESENTATIVES SHALL CREATE A WARRANTY. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER, EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ON ANY WEBSITE LINKED TO THE PLATFORM. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM.
Intellectual Property Rights
We own all right, title and interest in and to the Platform, including all new versions, updates, revisions, improvements and modifications of the foregoing, the look and feel, ideas, algorithms, methods and concepts underlying or embedded in the foregoing and all related intellectual property rights. To the extent we develop corrections, enhancements, improvements, derivative works or software relating to the Platform based upon ideas or suggestions submitted by you to us, you hereby irrevocably assign your rights to such ideas or suggestions or joint contributions to us, together with all intellectual property rights in or relating thereto. We are not granting you any right, license or authorization with respect to the Platform except as we’ve expressly provided this Agreement. We reserve all other rights in and to the Platform.
The Platform may contain message boards, chat functions, personal web pages or profiles, forums, bulletin boards and other interactive features that allow you and other users to post, submit, publish, display or transmit to other users or other persons content or materials (collectively, “User Contributions
”) on or through the Platform. You must own or control all rights in and to your User Contributions, and all of your User Contributions must comply with the Content Standards set out in this Agreement. Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and that you have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
Suspension of Access
We may suspend or deny your access to or use of all or any part of the Platform without any liability to you or others, if (i) we are required to do so by law or court order, (ii) you have accessed or used the Platform in violation of this Agreement, (iii) you have been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Platform or your interactions with Clients, or (iv) you have otherwise failed to comply with this Agreement. Our remedies in this Section are in addition to, and not in lieu of, our termination rights described below in the section titled “Termination” or any other rights or remedies under this Agreement or otherwise.
This Agreement is effective until terminated by us or by you. Your rights under this Agreement will terminate immediately and automatically without any notice to you (i) if you fail to comply with any of the terms of this Agreement, (ii) if you are a Therapist and we have terminated the Therapy Group Terms of Service with the Therapy Group with which you are associated, or (iii) if you are a Course Taker and either (A) the course with which you were using the Platform has concluded, or (B) we have otherwise terminated the Professional Education Terms of Service with you. You may terminate this Agreement by deleting your account on the Platform and ceasing all access to and use of the Platform. We may also terminate this Agreement at any time without notice, for any reason or for no reason, including, but not limited to, if we cease to support the Platform, which we may do in our sole discretion. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all access to and use of the Platform. Termination will not limit any of our rights or remedies at law or in equity.
Without limitation of the generality of the foregoing, we reserve the right to deactivate and terminate your account on the Platform if you have not been actively using the Platform for six months or more, as determined in our discretion. This would include, for example, if you have not served any Clients on the Platform for a period of six months or more. When we deactivate and terminate an account pursuant to this policy, if you later wish to reactivate your account on the Platform and return to using the Platform, you will be required to pay again any account activation and/or onboarding fees and to complete again the standard onboarding procedures as if you were a new user of our Platform.
The following Sections and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: “Limitations and Restrictions,” “Trademarks,” “Interactions Outside the Platform,” “Intellectual Property Rights,” “User Contributions,” “Termination,” “Surviving Terms,” “Indemnification,” “Limitation of Liability,” and “Miscellaneous.”
You agree to indemnify, defend, and hold harmless Mind InFormation, Inc. and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including actual attorneys’ fees, arising from or relating to your misuse of the Platform or your breach of this Agreement.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, MOBILE DEVICE OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF THIS AGREEMENT OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ANY ASSOCIATED SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF ANY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN CLIENTS (ON THE ONE HAND) AND INDIVIDUAL THERAPISTS AND/OR THERAPY GROUPS (ON THE OTHER) OR ANY DISPUTE BETWEEN INDIVIDUAL THERAPISTS AND THERAPY GROUPS. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES OF ANY KIND OR NATURE EXCEED TWENTY-FIVE UNITED STATES DOLLARS ($25.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This Agreement and the documents referenced herein together constitute the entire agreement between the parties, and supersede all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).
Amendment, Severability and Waiver
. Except as provided in the Section above titled “Changes to this Agreement,” no change, consent or waiver under this Agreement will be effective unless agreed to by both parties in writing (including agreements reached over e-mail by authorized representatives of each party). Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Governing Law and Venue
. This Agreement will be deemed to have been made in, and will be governed by and construed in accordance with the laws of, the State of North Carolina, without regard to its conflicts of law provisions, and the sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Greensboro, North Carolina, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.
Limitation of Time to File Claims
. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
. All notices under this Agreement will be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery, in your case to the address or e-mail address specified in your account and in our case to the address or e-mail address currently listed on the contact us page on our primary website (or to such other address or e-mail address specified by a party pursuant to the provisions of this Section).
This Agreement is personal to you and you may not assign it to any other person or entity without our prior written consent. We may assign this agreement without your consent to any person or entity without your consent. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
No Third Party Beneficiaries
. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
. You acknowledges and agrees that a breach or threatened breach by you of this Agreement would cause us irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.