Terms of Use
Last Updated: May 29, 2024
This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement between you and Axis for Autism, LLC (“Axis for Autism”, “we”, “us” or “our”). This Agreement governs your access to and use of our websites and online services that link to this Agreement, including any features, content, functionality, and services available through such websites and online services (all of the foregoing, collectively the “Services”). By continuing to access and use the Services, you agree that such use is legally sufficient consideration under this Agreement.
PLEASE BE AWARE THAT SECTION 15 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT WAIVES ANY RIGHT TO TRIAL BY JURY, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF DISPUTES OR CLAIMS IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. THIS AGREEMENT ALSO CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING ANY OF THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.
Contents
1. Changes to this Agreement
2. Use of the Services
3. Supplemental Terms
4. Accounts
5. User Content
6. Ownership
7. User Conduct
8. Copyright Infringement Notices
9. Other Terms, Conditions, and Policies
10. Indemnification
11. Disclaimers
12. Limitation of Liability
13. Third-Party Services
14. Term and Termination
15. Dispute Resolution
16. General Provisions
17. Terms for Residents in Certain Geographic Locations
18. Contact Us
1. Changes to this Agreement
We may, at any time and from time to time, in our sole discretion, supplement, amend, or otherwise change this Agreement, in whole or in part. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend at the top of this page to see when this Agreement was last revised. Any changes to this Agreement will be effective immediately upon posting the modified Agreement to the Services unless otherwise noted. We encourage you to periodically review this Agreement so you are aware of any changes, as they are binding on you. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Services, sending an email to the address we have on file, or a message in your Account. Your continued use of the Services after the posting of the revised Agreement constitutes your acceptance of the updated Agreement. If you do not agree to the Agreement as modified, then you must discontinue your use of the Services. YOU AGREE THAT OUR CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.
2. Use of the Services
2.1 License. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to the terms of this Agreement, we grant you a limited license to access and use the Services and their Content solely for your own personal and informational use and in no circumstances for any commercial purpose. We, our suppliers and service providers reserve all rights not granted in this Agreement.
2.2 Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of it; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other properties owned or licensed by us (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using our name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy Content from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available searchable indices of such Content, but not caches or archives of such Content, or for any machine-learning or training data purposes); (f) except as expressly stated herein, no part of the Services or any information contained therein may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. We may terminate the licenses granted hereunder and this Agreement immediately if you breach any part of this Agreement or commit any other unauthorized use of the Services.
2.3 Operation of the Services. We reserve the right to do any of the following, at any time, at our sole discretion, for any reason and with or without notice: (a) modify, suspend, or terminate operation of or your access to the Services, or any portion of the Services, including but not limited to for your violation of this Agreement; (b) modify or change the Services, or any portion of the Services; and (c) interrupt the regular operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to the Services.
2.4 Electronic Communications. When you use the Services or send communications to us through the Services or via email, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Services. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting User Content, creating an Account, or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.
2.5 Downloads. The Services may allow you to download certain Content, applications, software, and other information or materials. We make no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with us or a third party. We assume no responsibility and shall not be liable for any damages caused by malicious programs including viruses, worms, malware or other forms of contamination or activity that may infect your computer equipment or other property or any other damage to the same on account of your downloading of any materials, data, text or images from the Services.
3. Supplemental Terms
Certain features of the Services may be subject to additional terms and conditions (“Supplemental Terms”). We may present Supplemental Terms to you when you activate or use a feature to which the Supplemental Terms apply (either in the form of disclaimers or notices, or a separate agreement or document), and your use of any feature constitutes your acceptance of those Supplemental Terms before using such feature. Unless otherwise stated in the Supplemental Terms, all Supplemental Terms are incorporated into this Agreement. If you do not agree with the Supplemental Terms, you may not access or use the feature to which they relate. If any Supplemental Terms are inconsistent with any provision of these Terms, the Supplemental Terms will govern only for the feature(s) to which those Supplemental Terms apply.
4. Accounts
4.1 Registered Users. In general, you are not obligated to register for an account in order to access our general purpose website. However, in order to access certain features of the Services, including our Patient Portal, you are required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who has registered an account on the Services (“Account”). Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall 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 shall forever be owned by and inure to the benefit of Axis for Autism.
4.2 Registration Data. In registering for an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (a) at least eighteen (18) years old; (b) of legal age to form a binding contract; and (c) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (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 agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Services if you have been previously removed by us, or if you have been previously banned by us. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
4.3 Security of your Account. You are responsible for all activities that occur under your Account, and for maintain the confidentiality of your password and restricting access to your computer so others may not access the Services in violation of this Agreement. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security that you become aware of involving or relating to the Services. We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of the Services and your Account, including without limitation, terminating your Account, changing your password, or requesting information to authorize transactions on your Account. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.
5. User Content
5.1 User Content. You understand that all information, data, or other materials that you and other users of the Services upload, post, transmit, publish, display, or otherwise make available through the Services, including information you share with or make available to other users of the Services (“User Content”), are the sole responsibility of you or the person from whom such User Content originated. This means that you, and not us, are responsible for all User Content that you upload, post, transmit, publish, display, or otherwise make available through the Services. We do not control the User Content posted and, as such, do not guarantee the accuracy, integrity, or quality of any User Content. Under no circumstances will we be liable in any way for or related to any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the publication or use of or reliance on any User Content uploaded, posted, transmitted, published, displayed, or otherwise made available through the Services. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.
5.2 Your Representations and Warranties. By uploading, posting, transmitting, publishing, displaying, or otherwise making available User Content through the Services, you represent and warrant that: (a) you own or control all rights, title, and interests to such User Content; (b) all “moral rights” that you may have in such User Content have been voluntarily waived by you; (c) you have the right to grant the licenses granted under this Agreement; and (d) all User Content that you post: (i) is accurate; (ii) does not violate this Agreement; (iii) will not conflict with, result in a breach or violation of any terms or provisions of, or constitute a default under any contract or agreement to which you are currently bound or will become bound in the future; (iv) does not and will not violate any law, (v) will not infringe or violate the intellectual property or other rights of any third party; and (vi) will not cause injury to any person or entity.
5.3 Our Rights. We reserve the right to change, condense, delete, or refuse to post any User Content on the Services in our sole discretion. We may modify or adapt User Content, including in order to transmit, display, or distribute it over networks and to conform to the requirements of networks, services, or other media.
5.4 No Confidentiality. PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions, or other User Content to us, you agree that: (a) we are free to use such User Content for any purpose; (b) such User Content will be deemed not to be confidential or proprietary; (c) we may have something similar already under consideration or in development; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.
6. Ownership
6.1 Services. Except with respect to User Content, you agree that we and our licensors and suppliers own all rights, title and interest in the Services and their Content.
6.2 Content. All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the Services (“Content”) are protected intellectual property of, or used with permission or under license by, Axis for Autism. Such Content may be protected by copyright, trademark, patent, or other proprietary rights and laws. This includes the entire Content of each of the Services, copyrighted and protected as a collective work. All intellectual property rights associated with the Services, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Services. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Services is strictly prohibited. No Content from the Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print one copy of specific Content or software made available for your downloading or printing for your personal, non-commercial home use, subject to your compliance with this Agreement and retain the same solely for as long as you continue to be permitted to access the Services. To use Content under such an exception, you must (a) keep any copyright, trademark, or other proprietary notices intact; (b) use such Content pursuant to any licenses associated with such Content; (c) not copy or post such Content on any networked computer or broadcast it in any media; (d) make no modifications to any such Content; and (e) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Services or the Content.
6.3 Trademarks. All graphics, logos, trademarks, service marks and trade names used on or in connection with the Services are the trademarks of Axis for Autism and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
6.4 User Content. By uploading, posting, transmitting, publishing, displaying, or otherwise making available User Content to us directly or indirectly (including through the use of third-party social media platforms), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a worldwide, perpetual, non-exclusive, royalty-free, sublicensable, irrevocable, and unrestricted right and license (a) to use, reproduce, display, perform, adapt, modify, publish, create derivative works from, distribute or otherwise make available such User Content in whole or in part in any form, medium, or technology (now known or later developed) without compensation to you, including but not limited to, in any unaffiliated third party content and in our or their publications, marketing material, and advertisements; (b) to incorporate such User Content in other works in any form, media, product, service, or technology now known or hereafter developed for any purpose, including sale, manufacture, or advertising (and to exercise all intellectual property rights associated with such products or other works); and (c) to use your name, screen name, location, photograph, avatar, image, voice, likeness, and biographical information provided in connection with the User Content in any and all media and for advertising or promotional purposes. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to tag, rate, review, comment on, use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Services and under this Agreement.
6.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You hereby grant to us 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 in connection with the operation and maintenance of the Services and/or our business.
7. User Conduct
While using the Services, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Services for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Services or any other party’s use of the Services. In addition, we expect users of the Services to respect the rights and dignity of others. For example, you may not do any of the following without our consent:
· Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Services any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
· Post to or transmit through the Services any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
· Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services;
· Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;
· Violate, or attempt to violate, the security of the Services;
· Disseminate on the Services any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
· Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services;
· Build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services are within the scope of any patent;
· Interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services;
· Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Services or to collect any information from the Services or any other user of the Services; or
· Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Services.
If we become aware of any possible violations by you of any provision of this Agreement, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Services, or change, alter or remove User Content, in whole or in part, without prior notice to you.
Subject to compliance with any instructions posted in the robots.txt file located in a website’s root directory, we grant to the operators of public search engines revocable permission to use spiders to copy Content from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content, or for any machine-learning or training data purposes. We may revoke these permissions at any time.
8. Copyright Infringement Notices
It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. If we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.
If you believe that any Content or User Content on the Services infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the “Designated Agent”), identified below, with the following information:
A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
The URL or other specific location on the Services that contains the alleged infringing material described in above, with reasonably sufficient information to enable us to locate the alleged infringing material;
Your name, mailing address, telephone number and email address;
The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
Designated Agent: Andrea Stevens
Email: info@axisforautism.com
Address: 1645 E. Missouri Ave., Suite 320, Phoenix, AZ 85016
Phone: (602) 888-8882
To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.
We may terminate users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer. If you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information:
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
Your name, mailing address, telephone number, and email address;
The following statement: “I consent to the jurisdiction of [insert one of the following: (1) “the Federal District Court in which my mailing address is located”, or (2) if you reside outside of the United States, “the United States District Court for the State of Arizona”;
The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;
The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and
Your signature, in physical or electronic form.
Upon receipt of valid counter notification, we will promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Further, we will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of your counter notice, unless the Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Services.
9. Other Terms, Conditions, and Policies
This Agreement applies exclusively to your access to, and use of, the Services and does not alter in any way the terms or conditions of any other agreement you may have with us for products, services, programs or otherwise. Additional terms, conditions, and/or policies may apply to use of specific portions of the Services and are included as part of this Agreement, whether they reference this Agreement or not.
We have also adopted a Privacy Policy and a HIPAA Notice of Privacy Practices that you should refer to in order to fully understand how we collect and use your personal information.
Should we employ you, none of the materials provided on the Services constitute or should be considered part or of an employment contract or an offer for employment.
10. Indemnification
You agree to indemnify, defend, and hold Axis for Autism, its affiliates, subsidiaries, suppliers, and their respective officers, employees, consultants, agents, partners, and licensors (each, an “Axis for Autism Party” and collectively, the “Axis for Autism Parties”) harmless from and against any and all claims, damages, suits, actions, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) User Content or other information you provide to us through or in connection with the Services; (b) your use of, or inability to use, the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any other Registered Users; or (e) your violation of any applicable laws, rules or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Services.
11. Disclaimers
THE SERVICES AND THE CONTENT ARE MADE AVAILABLE ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS, AND ALL USE OF THE SERVICES AND THE CONTENT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, OR YOUR ACCESS TO OR USE THEREOF. WE HEREBY DISCLAIM ANY AND ALL IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, COMPLETE, UP-TO-DATE, OR RELIABLE; THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT THE SERVICES, THE CONTENT, OR ANY PORTION THEREOF WILL NOT CHANGE OR BE DISCONTINUED; THAT ERRORS OR DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE CONTENT WILL BE FREE FROM COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ACCESS TO OR USE OF THE SERVICES OR THE CONTENT IS LAWFUL IN ANY PARTICULAR JURISDICTION.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR CERTAIN OTHER WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT SUCH A JURISDICTION’S LAW APPLIES AND LIMITS SUCH DISCLAIMERS.
12. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AXIS FOR AUTISM PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OF THE USE OF THE INABILITY TO USE THE SERVICES, CONTENT, OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.
YOU FURTHER UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AXIS FOR AUTISM PARTIES, BE LIABLE FOR ANY LOSS OF DATA, LOSS OF YOUR CONTENT, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, IN EACH CASE WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. AXIS FOR AUTISM PARTIES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD THIRD-PARTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.
13. Third-Party Services
The Services may contain links to third-party websites, applications, social media pages, or other services operated by third parties (collectively, the “Third-Party Services”). Such Third-Party Services are not under our control. We are not responsible for any Third-Party Services. We provide these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Service, or any product or service provided in connection therewith. You use all links in and to Third-Party Services at your own risk. When you leave our Services, 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.
We may maintain a presence on and link to social media websites, including Facebook, LinkedIn, Twitter, YouTube, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and to share experiences with our products. When you visit these Social Media Pages, you are no longer on the Services, but rather a website operated by a third party. All comments, visuals, and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values, or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD-PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
14. Term and Termination
14.1 Termination. The Services and this Agreement are in effect until terminated by you or us. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Services, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information, to us using the information in Section 16.4 (Notice) below. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Services or any of their features at any time with or without notice and with or without cause, to the extent not prohibited by law, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.
14.2 Effect of Termination. Upon termination of this Agreement, (a) you must destroy all Content obtained from the Services and all copies thereof; (b) you will immediately cease all use of and access to the Services; (c) we may delete or disable access to any of your User Content at any time; and (d) and we may delete your Account at any time. You agree that if your use of the Services is terminated pursuant to this Agreement, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Services after termination will be a violation of this Section, which survives any termination. Even after the termination of this Agreement, your Account, or access to the Services, or any User Content you have posted or submitted may remain on the Services indefinitely.
14.3 Survival. The provisions of this Agreement concerning protection of intellectual property rights, authorized use, User Content, disclaimer of warranty, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.
15. Dispute Resolution
PLEASE READ THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.
ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION AGREEMENT WILL REMAIN IN FULL FORCE.
15.1 Applicability of Arbitration Agreement. You and we agree that any dispute, claim, controversy, or request for relief, including those known or unknown that may be later discovered, arising out of or relating in any way to your access or use of the Services or to any aspect of your relationship with us, including this Agreement, other agreements on the Services, the Privacy Policy, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Arbitration Agreement, will be resolved by binding arbitration, except that (a) you or we may assert claims or seek relief in small claims court if the claims qualify; and (b) you or we may seek equitable relief, including injunctive relief, in court for infringement or other misuse of intellectual property rights.
15.2 Arbitration Rules and Forum. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). Any arbitration shall take place in the State of Arizona before one arbitrator or submitted to small claims court in Maricopa County, Arizona. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/, as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
15.3 Seeking Arbitration. If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to us using the information in Section 16.4 (Notice) below. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.
15.4 Hearing. If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules.
15.5 Award. In the event arbitration awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay your awarded damages or US $2,500, whichever is greater.
15.6 Confidentiality. You and we shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
15.7 Waiver of Jury Trial. YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Application of Arbitration Agreement) above.
15.8 Waiver of Class or Other Non-Individualized Relief. YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. 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.
15.9 Coordinated Proceedings. If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims”), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and our counsel for shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us. Individuals bringing Coordinated Claims shall be responsible for up to US $250 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.
15.10 Severability. Except as provided in Section 15.8 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. If the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures is or becomes invalid or unenforceable, then the remaining entire Arbitration Agreement and any clauses concerning, relating to, specifying, or otherwise describing the Arbitration Agreement shall be severed from this Agreement. However, any duty of confidentiality whether or not such duty is connected with arbitration shall survive such severance.
15.11 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
16. General Provisions
16.1 Assignment. You may not assign, transfer, or delegate any rights or obligations under this Agreement or any part thereof without our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void from the beginning and without effect. We may freely transfer, assign, or delegate all or any part of our rights and obligations under this Agreement without notifying you. Subject to the foregoing, this Agreement is binding on and will inure to the benefit of the parties and their respective heirs and permitted successors and assigns.
16.2 Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, epidemics, government orders, quarantine, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.3 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Arizona, exclusive of conflict or choice of law rules. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and we 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 Arizona.
16.4 Notice. Notices to you may be made via either email or regular mail. Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address:
1645 E. Missouri Ave., Suite 320, Phoenix, AZ 85016
16.5 Severability; Wavier. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable. 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.
16.6 Entire Agreement. This Agreement, the applicable Supplemental Terms, and any other terms that are expressly incorporated herein constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, whether written or oral, concerning the subject matter hereof.
17. Terms for Residents in Certain Geographic Locations
17.1 New Jersey Residents. If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) Disclaimers; (b) Limitation of Liability; (c) Indemnification; and (d) Dispute Resolution sections and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.
17.2 California Residents. If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using this Services, you agree that these California Civil Code Section 1542 protections no longer apply to you. Additionally, under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
18. Contact Us
If you have questions about this Agreement, or if you have technical questions about the operation of the Services, please contact us at info@axisforautism.com.