Terms of Sale and Use
Welcome, and thank you for your interest in NeuroPsychNorms.com (the “Website”), a service provided by NeuroPsychNorms (the “Company”).
These Terms of Sale and Use (collectively, this “Agreement”) describe the terms and conditions that govern (i) your use of the Website, (ii) the certain subscriptions offered on the Website by the Company and (iii) your use and access of the services offered on the Website through any such Subscription (the “Services”).
You acknowledge that you have read and understood this Agreement, accept this Agreement, and agree to be bound by it. If you do not agree to the terms of this Agreement, do not use or access the Website and/or its Services.
Acceptance of the Terms and Conditions of the Agreement
This Agreement is an electronic contract that establishes the legally binding terms you must accept to use the Website and/or to become a User. For the purposes of this Agreement, a “User” shall mean any person who provides information to the Company on the Website and/or accesses the Services in any manner, whether such person uses the Services on a free trial or a paid subscription basis. You acknowledge that you have read and understood the terms and conditions of this Agreement, accept such terms and conditions and agree to be bound by them. If you do not agree with (or cannot comply with) this Agreement, then you may not use the Services. For the sake of clarity, all references in this Agreement to “you” or “your” shall extend and apply to any User.
Any and all Users must be (a) at least twenty-one (21) years of age and (b) either (i) a licensed neuropsychologist in accordance with applicable law or (ii) a student enrolled in a psychology program overseen by a licensed neuropsychologist in accordance with applicable law. Furthermore, each User must have the power to enter into a binding contract with the Company and not be barred from doing so under any applicable laws. Each User represents that such User meets the eligibility requirements of this Section.
User Subscriptions & Trials
(a) User Subscriptions.
In order to access the Services and become a User, you must acquire a subscription from the Company for the Services provided on the Website (each, a “Subscription”). Prices and any other related policies for the Subscriptions, which are incorporated by reference into this Agreement, are displayed on the Website and are subject to change at any time at the Company’s sole and absolute discretion. Such changes in pricing or related policies shall become effective immediately upon posting to the Website.
(b) Trials and Promotional Codes.
From time to time, the Company may offer trials of paid Subscriptions for a specified period without payment (a “Trial”) or paid Subscription at a reduced rate through promotional code (a “Promotion”). The Company reserves the right, in its absolute discretion, to determine eligibility for a Trial or a Promotion, and, subject to applicable laws, to withdraw or to modify a Trial or a Promotion at any time without prior notice and with no liability, to the greatest extent permitted under applicable law.
The Company bills for paid Subscriptions online for use of the Services. Each User agrees to pay the Company all charges at the prices agreed to for any use of the Services by such User (including any agents of such User). All fees are payable in United States Dollars only. In acquiring a Subscription, each User authorizes the Company to charge the User’s chosen payment provider (“Payment Method”) for the Service. Upon completing the registration process and clicking the “I Agree” button, each User will be charged immediately for the fees in accordance with such User’s selected Payment Method. All fees are exclusive of, and each User is responsible for, applicable federal, state, or local sales, use, excise or other applicable taxes. Each User shall pay or reimburse the Company for any such taxes and the Company may add any such taxes to its fees. The Company may correct any billing errors or mistakes that it makes even if it has already requested or received payment. This Section includes any agreements made with the Company on the Website when becoming a User or subscribing to the Services. The terms of each User’s payment will be based on the User’s Payment Method and may be determined by agreements between the User and the financial institution, credit card issuer or other provider of the User’s chosen Payment Method. The terms of each User’s payment may further be subject to the terms of any agreements between Company and third party payment vendors. If the User initiates a chargeback or otherwise reverses a payment made with the User’s Payment Method, the Company may in its discretion terminate the User’s Subscription immediately. If the Company successfully disputes the reversal, and the reversed funds are returned, the User is not entitled to a refund or to have the User’s account or Subscription reinstated.
Payments for Subscriptions are non-refundable.
You acknowledge and agree that the Website, its Services and any intellectual property rights therein are the sole and exclusive property of the Company. Company shall retain all right, title and interest in and to all intellectual property rights in the Website and/or its Services and reserves all rights not expressly granted to you in this Agreement. The Website and/or its Services contains copyrighted material, trade secrets, and other proprietary information, and is protected by both United States copyright law and international treaty provisions. Unauthorized use, reproduction, or distribution of the Website and/or its Services is subject to civil and criminal penalties. You shall use the Website and/or its Services only as expressly permitted by this Agreement and shall keep confidential and use your best efforts to prevent and protect the contents of the Website and/or its Services (or any part thereof) from unauthorized disclosure, infringement or copying. You further acknowledge and agree that the Website and/or its Services does not drive any treatment, provide any medical diagnosis or recommend any methods for treatment. You acknowledge and agree that the use or disclosure of the Company’s trade secrets or confidential information may cause the Company irreparable harm for which remedies other than injunctive relief may be inadequate.
(b) No Duplication, Distribution, Modification or Decompilation.
You shall not duplicate, reproduce, copy, distribute, translate, modify, disassemble, decompile, reverse engineer, recreate or make derivative works of the Website and/or its Services or any portion or version thereof. You shall not attempt any of the foregoing or aid, abet or permit any others to do so (including, without limitation, any of your affiliates). You shall neither take nor permit any action which will delete or obscure the Company’s copyright or trademark notification, or other similar legend or identifying mark on the Website and/or its Services.
(c) Trademarks; Intellectual Property Rights.
Nothing contained or construed to be contained in this Agreement shall constitute the grant by the Company of any right, by way of license or otherwise, to you or any User to use any trademark or trade name of NeuroPsychNorms without the prior written consent of NeuroPsychNorms, which consent may be withheld by NeuroPsychNorms in their sole and absolute discretion.
(d) Consent to Use of Data.
This Agreement will continue to apply to you until terminated by either you or the Company. The Company may terminate this Agreement or terminate your Subscription at any time, including in the event of your actual or suspected unauthorized use of the Website and/or its Services, or non-compliance with this Agreement. If you or the Company terminates this Agreement, or if the Company terminates your Subscription to the Services, you agree that the Company shall have no liability or responsibility to you and the Company will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Subscription, please submit an online request to firstname.lastname@example.org. This Section will be enforced to the extent permissible by applicable law. Sections 4 through 16 herein, as well as any other sections of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of this Agreement, shall survive termination.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY PROVIDES THE WEBSITE AND THE SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY THAT THE USE OF THE SOFTWARE WILL PROVIDE ANY MEDICAL DIAGNOSIS OR RECOMMEND ANY METHODS FOR TREATMENT OR WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR OTHER RIGHT OF ANY THIRD PARTY), OF ANY KIND OR NATURE WHATSOEVER. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE AND/OR THE SERVICES IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. YOU HEREBY ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON ANY SUCH WARRANTIES AND HEREBY RELEASE AND WAIVE ALL RIGHTS TO SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY DOES NOT WARRANT, AND HEREBY DISCLAIMS ALL WARRANTIES, THAT THE WEBSITE AND/OR THE SERVICES WILL MEET YOUR OPERATING REQUIREMENTS, THAT OPERATION OF THE WEBSITE AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. COMPANY IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF YOUR COMPUTER HARDWARE, NETWORK, VOICE, OR FAX BOARDS, OR COMPUTER OPERATING SYSTEMS. THE COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THE SPECIFICATIONS OF THE WEBSITE AND/OR THE SERVICES WITHOUT OBLIGATION TO NOTIFY YOU OR ANY PERSON OR ORGANIZATION OF SUCH CHANGES. COMPANY HEREBY DISCLAIMS RESPONSIBILITY FOR ERRORS OR OMISSIONS.
LIMITATION ON DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM THE COMPANY’S PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATIONS UNDER THIS AGREEMENT, OR RESULTING FROM THE FURNISHING, PERFORMANCE, USE OR LOSS OF USE OF ANY PART OF THE WEBSITE AND/OR THE SERVICES OR ANY OF YOUR DATA, INFORMATION OR OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF YOUR BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE LESSER OF $500 OR THE AMOUNT PAID BY YOU FOR THE COMPANY’S SERVICES. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE DISCLAIMERS SET FORTH ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
You shall indemnify, defend and hold harmless the Company from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including, without limitation, attorneys’ fees, allocated costs of internal counsel, and costs of investigation and experts (whether or not suit is filed)), arising out of or related to your breach of this Agreement or use of the Website and/or the Services. This indemnity will survive any termination or expiration of this Agreement.
Company reserves the right to amend pricing and the terms and conditions of this Agreement at any time without prior written notice in its sole and absolute discretion. The most current version of this Agreement will be posted on the Website.
Compliance with Laws.
In using the Website and/or Services, you shall conduct all activities in an ethical and businesslike manner and in compliance with all applicable laws, rules and regulations of all applicable governmental authorities.
Your rights and obligations under this Agreement shall not be assignable without the prior written consent of the Company (which consent may be granted or withheld by the Company in its sole and absolute discretion) except in the event of a merger, consolidation or sale of substantially all of your assets. The rights and obligations of the Company hereunder shall be assignable without your prior written consent, upon written notice to you.
This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California, except where such are governed exclusively by federal law.
Any disputes, controversies or claims between you and Company arising out of or relating to this Agreement shall be settled by binding arbitration according to the rules of the American Arbitration Association. Such arbitration shall take place in Los Angeles, California. Each party shall have the right to take discovery, and the arbitrator shall be selected, pursuant to the rules of the American Arbitration Association. Arbitration fees shall be shared equally. Attorneys’ fees shall be awarded to the prevailing party.
CLASS ACTION WAIVER
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
In any action between the parties seeking enforcement of any of the provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, and reasonable attorneys’ fees.
(a) Relationship of Parties
Each party shall conduct all business in its own name as an independent contractor. No joint venture, partnership, employment, agency or similar arrangement is created between the parties. Neither party has the right or power to act for or on behalf of the other or to bind the other in any respect, to pledge its credit, to accept any service of process upon it, or to receive any notices of any nature whatsoever on its behalf.
If any provision of this Agreement is determined to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction then, to that extent and within the jurisdiction in which it is illegal, invalid or unenforceable, it shall be limited, construed or severed and deleted from this Agreement, and the remaining extent and/or remaining portions hereof shall survive, remain in full force and effect and continue to be binding and shall not be affected except insofar as may be necessary to make sense hereof, and shall be interpreted to give effect to the intention of the parties insofar as that is possible.
(c) Entire Agreement
(d) Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.