TERMS OF SERVICE FOR PRIVATE CUSTOMERS
By executing an order form (“Customer’s Order”) to subscribe for the Aris4Autism Inc. (“Aris4Autism”, “we”, “us”, “our”) services (the “Services”) or accessing or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Aris4Autism that you have the authority to bind that organization to these Terms (in which event, the terms “Customer”, “you” and “your” will refer to that organization).
Customer may use the Services only in compliance with these Terms. You agree to these Terms only if you have the power to form a contract with Aris4Autism and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning these Terms, please contact us at info@Aris4Autism.com.
1. GOVERNING DOCUMENTS
In addition, Addendums setting forth additional terms and conditions specific to a Customer’s geographic location (or particular services you may have purchased) may also apply. You agree to review such Service Addendums and agree that any such Service Addendums applicable to you are binding and incorporated herein by reference. The term “Service Agreement” as used herein shall include any applicable Service Addendums.
In the event of any conflict or ambiguity between any of the documents that form the Service Agreement, said conflict or ambiguity shall be resolved by giving precedence to the documents in the following order:
2)Possible Data Processing Agreement
3)Any applicable Service Addendums
4)Terms of Service and
5)other Additional Agreements in their order number.
2. TERM, TERMINATION, AND RETENTION OF DATA
2.1. Term. Unless the duration of the Services subscription is otherwise stated in Customer’s Order, Customer’s subscription to use the Services shall be for either three (3) or six (6) month period depending on your choice and shall automatically renew for successive terms equal to the initial term unless and until terminated by either party upon written notice at least forty-five (45) days prior to the expiration of the then-current term. The renewed time will be automatically billed once a month in equal payments. Customer termination notices must be made in writing via email to info@Aris4Autism.com. In no event will Customer be entitled to reimbursement of any fees paid for a subscription term.
2.2. Termination for Material Breach. Unless otherwise stated in Customer’s Order, either Party may terminate the Service Agreement during the Initial Term or any Renewal Term if the other Party materially breaches any term of the Service Agreement and does not cure the breach within thirty (30) days of receipt of written notice of such breach. For purposes of the Service Agreement, non-payment within sixty (60) days of the date of an invoice shall be a material breach. If Aris4Autism terminates the Service Agreement due to a material breach by Customer, the full balance of Customer’s then applicable Term of the Services Agreement subscription (the monthly total recurring billing amount multiplied by the then remaining unpaid months of the then applicable Term) shall immediately be due and payable. Nothing herein shall alter Aris4Autism’s right to suspend Customer’s Service pursuant to these Terms for non-payment, and no additional time provided by a Party shall serve as a waiver of the right to thereafter terminate without additional notice.
2.3. Suspension or Termination of Service for Violation of Law. Notwithstanding the foregoing provisions of this Section 2, Aris4Autism may immediately suspend or terminate the Service without notice to Customer and remove applicable Customer Content (as defined below) if Aris4Autism in good faith believes that, as part of using the Service, Customer may have violated a law, or any third-party rights. Aris4Autism will provide Customer written notice of such action and shall be responsible for ensuring all Customer Content is recoverable for export purposes.
2.4. Data Retention Post Termination. The Customer is solely responsible for exporting all Customer Content prior to the termination of the Service Agreement (or last billing cycle). Customer can export data in various formats. Customer can seek support for data export prior to termination from Aris4Autism support staff, subject to any support costs. Aris4Autism will retain all Customer Content for a minimum of ninety (90) days after the termination of the Service Agreement, including those accounts terminated due to non-payment or inactivity, as a safeguard in case the Customer requires more time to export all Customer Content. This ninety (90) day is referred to herein as the “Data Retention Period”. Customers will be responsible during this Data Retention Period to make any requests for additional data exports in writing to Aris4Autism at info@Aris4Autism.com, as account access may be restricted during the Data Retention Period due to termination of the Services. After the Data Retention Period expires, Aris4Autism may remove or delete any Customer Content, including Customer Content that contains protected health information, and Aris4Autism shall not be responsible for any damage caused by said removal. It is the Customer’s responsibility to comply with all privacy, data retention and other laws in its use of the Services, including Health Insurance Portability and Accountability Act (“HIPAA”) and any other healthcare or other regulations relating to medical records, including without limitation any required time period relating to the retaining records. Notwithstanding the foregoing, Aris4Autism will not retain Customer Content longer than needed to provide the Services and satisfy other reasonable business purposes and limitations, such as: (i) complying with record retention obligations imposed on Aris4Autism under applicable law or our other; (ii) resolving disputes or enforcing our agreements; or (iii) for the purposes of backup, recovery, contingency planning or business continuity planning provided that such Customer Content, to the extent not permanently deleted or overwritten in the ordinary course of business, is not accessed except as required for backup, recovery, contingency planning or business continuity purposes.
2.6. Survival of Terms. All terms survive termination of the Service Agreement that by their nature survive for a party to assert its rights and receive the protections of this Terms Agreement. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
3. USE OF SERVICE
3.1. Aris4Autism Responsibilities. Aris4Autism will use commercially reasonable efforts to provide customer support for the Services in accordance with its published customer support plans, or if applicable any specific support plan, to which Customer has subscribed. Aris4Autism will use reasonable efforts to support the Customer in using the Services according to resources available.
3.2. Data Import. Except as otherwise provided in the Pricing Policy, Aris4Autism agrees to import Customer Content utilizing Aris4Autism’s import templates as a complimentary service one (1) time as part of execution of a new Customer Order. Aris4Autism shall not be responsible for importing data that is not provided by Customer on Aris4Autism’s import templates in the required format. Any future data import requests will be subject to Aris4Autism’s customary import charges. Customer further acknowledges and agrees that it shall be solely responsible for confirming the accuracy of data prior to initiating the data import. Any correction of inaccurate data after the initial data import will be subject to Aris4Autism’s customary charges. Any audits performed by Aris4Autism of Customer’s data are complimentary and shall not serve as billing, financial or other advice.
3.3. Customer Responsibilities
3.3.1. Access and use. Customer may only access and use the Services in accordance with the Service Agreement.
3.3.2. Restrictions and Responsibilities. Customer may not (i) sell, resell, rent or lease the Services, use the Services beyond its internal operations or reverse engineer the Services, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy or intellectual property rights), or transmit unsolicited bulk e-mail, “junk mail”, “spam”, chain letters, or other form of prohibited solicitation or advertising; (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or its related systems or networks, (v) remove or modify any proprietary marking or restrictive legends in the Services, (vi) use the Services in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN-SPAM), or fail to implement measures to protect patient privacy per HIPAA or other applicable regulations, (viii) encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile, disassemble or otherwise tamper with the Aris4Autism software comprising the Services, whether in whole or in part, or create any derivative works from such software, (ix) access the Services to build, or to assist a third party to build, a competitive product or service, or copy any feature, function or graphic of the Services for competitive purposes; (x) use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any materials provided through the Services; (xi) introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; (xii) attack Aris4Autism, its Services, or any website operated by Central Reach via a denial-of-service attack or distributed denial-of-service attack, (xiii) without our prior written consent, perform or disclose any benchmark or performance tests of the Services, or perform or disclose any of the following security testing of the Services: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing, or (xiv) use the Services to support any person designated by the United States government as a foreign terrorist pursuant to section 219 of the Immigration and Nationality Act or otherwise in violation of any United States and any other applicable local export control restrictions or any similar laws and regulations in other countries anywhere in the world where the Customer may operate. Any use of the Services in breach of this Service Agreement by you or your employees or independent contractors that in Aris4Autism’s reasonable judgment threatens the security, integrity or availability of the Services, may result in immediate suspension of the Services.
3.3.3. Tools, equipment and resources. You will (a) provide yourself with necessary computer equipment, telecommunications, data connections, and other equipment necessary to access the internet and use the Services, (b) maintain confidentiality of user names, passwords, and account information, and use commercially reasonable efforts to prevent unauthorized use of the Services through your equipment, (c) notify us promptly after becoming aware of any unauthorized use of the Services, (d) comply with terms of service of any third-party applications you may use with the Services, (e) be responsible for the accuracy, quality and legality of Customer Content and the means by which you acquired and use Customer Content within the Service, and (f) timely provide any notices and obtain any consents required to be provided or obtained by you under applicable law, and otherwise comply with all laws applicable to you, related to your use of the Services, including, without limitation, to the collection, processing, and storage of Customer Content.
3.3.4. Removal of Data from Platform. Customer understands that the intended HIPAA and other applicable privacy laws security of the Services is negated when data is removed from the platform. Customer is solely responsible for ensuring that all protected health information remains protected when it is exported, downloaded or otherwise removed from the Services by or on behalf of Customer.
3.3.5. Accuracy of Information Provided by Customer. Customer represents and warrants to Aris4Autism that all Customer Content, and other material provided under Customer’s account, by Customer or on its behalf, is true, correct and accurate to the best knowledge of the Customer. If Customer learns that any Customer Content or other information or material provided to Aris4Autism as part of the Services is not true, correct or accurate, Customer shall notify Aris4Autism. AS A MATERIAL INDUCEMENT TO ARIS4AUTISM ENTERING INTO THE SERVICE AGREEMENT, CUSTOMER SPECIFICALLY AGREES THAT ARIS4AUTISM IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF ARIS4AUTISM.
3.4. Customer Content. Customer may upload or enter data, images, files or other content and information to the Services as available at the time of using the Service (“Customer Content”). As between Aris4Autism and Customer, all Customer Content belongs to Customer, and Customer hereby grants Aris4Autism a non-exclusive irrevocable, perpetual, royalty free license to display, store, distribute, share, modify and otherwise use such Customer Content for all purposes related to providing the Services, including without limitation a license to provide the Customer Content to third party service providers used by Aris4Autism to provide the Services. Notwithstanding the foregoing, Customer expressly agrees that if Customer’s access to the Services is suspended for non-payment of fees in accordance these Terms, Aris4Autism will have no obligation to provide Customer Content to Customer until Customer remedies such non-payment. The Services may also provide Customer with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require Aris4Autism systems to access, store, and scan Customer Content.
3.5. Reminders and SMS Messages. Customer agrees that registering for or using the Services constitutes a request for Aris4Autism to make telephone calls or to send emails, faxes, SMS reminders or other communications about upcoming appointments, special oﬀers and events or other relevant Customer specific matters in relation to use of the Services. Aris4Autism shall not be responsible for any text messaging or data transmission fees incurred by Customer or Customer’s employees or contractors. If Customer provides a cellular phone number, Customer specifically authorizes and consents to Aris4Autism sending text messages or calling such a number. Customer represents and warrants it has the authority to grant such authorization and consent. Customer may opt out of such messages at any time through the Services by following instructions from Aris4Autism. Not all mobile devices or handsets may be supported by aspect of the Services. Aris4Autism and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of Customer’s request. Customer hereby agrees to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from Aris4Autism.
3.6. Geolocation. To the extent that any of our Services collect geolocation data as part of the use of such Services, you hereby agree and consent to the collection and storage of such geolocation data and we may request you to provide an explicit consent during the provision of the Services. You always have the right to withdraw your consent.
3.7. Reviews & Opinions. Aris4Autism does not endorse, validate as accurate, or necessarily agree with any of the reviews, links and user generated content from users or other customers on the Services provided by Aris4Autism. Aris4Autism reserves sole discretion to refuse to publish any patient review provided by Customer.
3.8. Alerts. The Service may attempt to send automated or human-based alerts when reviews are provided on third party websites, but Aris4Autism does not guarantee the accuracy, completeness or timeliness of such alerts.
3.9. Advertisements. Aris4Autism reserves the right to place advertisements or messages from third parties on free claimed listings web pages as well as free versions of the Services. Such advertisements or messages from third parties may be visible to users as well as Customers.
4. REPRESENTATIONS AND WARRANTIES
4.1. Customer represents and warrants that all Customer Content submitted to the Services does not infringe, misappropriate or otherwise violate any copyright, trade secret, privacy or other intellectual property or proprietary rights of any third party.
4.2. Customer represents and warrants that Customer has all necessary rights and licenses to use all Customer Content in association with the Services and Customer’s use of the Services and instructions to Aris4Autism will not exceed such rights and licenses.
4.3. Customer represents and warrants that It will not submit any Customer Content that is untrue, defamatory, harmful to any person, or violates HIPAA or any state, federal laws regarding protected health information or patient privacy or other applicable privacy laws.
4.4. The Parties represent and warrant that they have full right, power and authority to enter into the Service Agreement and have the financial wherewithal to perform hereunder. Neither party makes any representation or warranty except to the extent expressly set forth in the Service Agreement.
5. WARRANTY, SERVICE LEVEL AGREEMENT AND DISCLAIMERS
5.1. Availability. Aris4Autism will use commercially reasonable efforts to maintain Services uptime of ninety-nine and a half percent (99.5%), excluding Services maintenance periods. Aris4Autism utilizes Web Services has no control over downtime because of their issues.
5.2. Services Maintenance. In order to maintain the operation of the Services, Aris4Autism conducts regularly scheduled maintenance and may conduct other maintenance at any time and without notice to Customer. Customer agrees any maintenance is for Customer’s benefit in use of the Services and any delays in Services availability while maintenance is completed are an agreed upon consequence of utilizing the Services.
6. NO MEDICAL OR OTHER ADVICE PROVIDED BY ARIS4AUTISM
6.1. The Services provided by Aris4Autism to you are for parental and/or guardian training only. Customer expressly agrees that the Services, including any customer support, does not and shall not constitute providing medical advice, medical or diagnostic services, or prescribing medication.
6.2. Use of the Services is not a substitute for professional judgment of health care providers in diagnosing and treating patients.
6.3. Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining each patient’s medical and medication history and allergies, and retaining medical records). Any use or reliance by Customer upon the Services will not diminish that responsibility.
6.4. Customer assumes all risks associated with Customer’s use of the Services for the treatment of patients and submission of medical claims. Neither Aris4Autism nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, a patient, other person, or tangible property arising from any use of the Services.
7. DISCLAIMERS OF WARRANTY
7.1. Disclaimer of Warranties. THE SERVICES AND ANY OTHER SERVICES OR MATERIALS PROVIDED BY ARIS4AUTISM UNDER THE SERVICE AGREEMENT ARE PROVIDED “AS IS” AND ARIS4AUTISM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ARIS4AUTISM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ARIS4AUTISM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY ARIS4AUTISM UNDER THE SERVICE AGREEMENT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR THAT IT WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR OPERATE AS INTENDED IF MODIFIED BY YOU, ANY THIRD-PARTY, OR BY US TO YOUR SPECIFICATIONS. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT ARIS4AUTISM AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, INFRINGING, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER. ARIS4AUTISM FURTHER MAKES NO WARRANTY THAT ITS SERVICES WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT ARIS4AUTISM, ITS AFFILIATES AND THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICES OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST ARIS4AUTISM FOR DISSATISFACTION WITH THE SERVICES IS TO CEASE YOUR USE OF THE SERVICES SUBJECT TO CONTRACTUAL COMMITMENTS. ANY BENCHMARK DATA OR BENCHMARK REPORTS PROVIDED BY ARIS4AUTISM OR ACCESSED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ARIS4AUTISM SHALL HAVE NO LIABILITY WITH REGARD TO THEIR ACCURACY, CURRENTNESS, OR COMPLETENESS. ARIS4AUTISM SHALL HAVE NO LIABILITY FOR OPERATIONAL OR PERFORMANCE ISSUES IN THE SERVICES IF YOU FAIL TO MAINTAIN THE MOST CURRENT SOFTWARE VERSION OR USE SOFTWARE PLATFORMS, BROWSERS OR DEVICES THAT ARE NOT SUPPORTED BY ARIS4AUTISM IN ACCORDANCE WITH SUPPORTED BROWSER AND DEVICE POLICY. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
8. THIRD PARTY CONTENT AND SERVICES
8.2. If when using the Services, you are not required to enter into a separate license for third-party technology and content, then we have obtained the right to provide you with such third-party technology and content. If you are required to enter into a separate license for such third-party technology or content, then you are responsible for complying with such license. The third-party owner, author or provider of such third-party technology or content retains all ownership and intellectual property rights in, to and under such third-party technology or content. If you choose to use a third-party application with a Service, you grant us permission to allow the third-party application and its provider to access Customer Content to the extent required for the interoperation of that third-party application with the Service. We are not responsible for any disclosure, modification, or deletion of Customer Content resulting from such access. We cannot guarantee the continued availability of third-party application features and may cease providing them without any liability to you.
8.3. Third party content. Aris4Autism products may include access to content, services and products developed by third parties, such as training or course materials, studies, practice guides or best practices, industry data, etc. (“Third Party Content”). In addition, parties other than Aris4Autism may be authorized to sell Third Party Content and render services through Aris4Autism products and Services. Aris4Autism is not responsible for examining, qualifying or evaluating in any manner, and we do not make any representations or warranties regarding, any of these third parties or the Third Party Content that they provide. Customer agrees that it shall use such Third Party Content at its own risk and that Aris4Autism shall not have any responsibility or liability whatsoever for the actions or Third Party Content sold by, posted by, provided by, or otherwise made available from, any third-party on Aris4Autism’s products or Services.
8.4. Website content and links. Websites maintained by Aris4Autism may contain links to websites owned or operated by parties other than Aris4Autism. Such links are provided for your reference only. Aris4Autism does not control outside websites and is not responsible for their content. Aris4Autism’s inclusion of links to an outside websites does not imply any endorsement of the material on the site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Aris4Autism’s inclusion of the links imply that Aris4Autism is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked website.
10.1. Confidential Information. The Parties acknowledge that each Party will likely receive confidential, proprietary and/or sensitive information, whether related to provision of Services or technical, financial or commercial by nature, (“Confidential Information”) from the other in conjunction with the Services contemplated by the Service Agreement. Each Party shall consider any information received from the other Party, whether written or verbal, as Confidential Information unless such information shall clearly and explicitly be designated otherwise. Customer expressly agrees that the user interfaces, workflows and content provided by Aris4Autism within the Services that are not otherwise made publicly available by Aris4Autism constitute Confidential Information.
10.2. No Other Purpose. Aris4Autism and Customer each agree not to use any Confidential Information disclosed to it by the other Party for any purpose other than those contemplated by the Service Agreement.
10.3. Limitation on Disclosure. Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to third parties or to employees of the Party receiving Confidential Information, other than directors, officers, employees, consultants, third-party service providers, and agents who are required to have the information for support of the purposes of the Service Agreement and are subject to obligations of confidentiality and limited use no less stringent than those set forth in these Terms.
10.4. Degree of Care. Each Party shall take all reasonable measures to protect the confidentiality of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.
10.5. Return or Destruction of Confidential Information. Following termination of the Services Agreement and upon request of the disclosing Party, the receiving Party shall return or certify the destruction of any and all Confidential Information of the other Party then in its possession. The Party receiving such request will confirm in writing within ten (10) business days that it has complied with this requirement. If the return or destruction of Confidential Information is not commercially feasible, then the receiving party hereby agrees to maintain such Confidential Information in accordance with the terms of this Service Agreement for a period of at least five (5) years following termination.
10.6. Exceptions to Confidential Information. Notwithstanding anything contained in this Section 5 to the contrary, the term “Confidential Information” shall not be deemed to include information which (i) is or subsequently becomes publicly available without the breach of any obligation owed to the disclosing party, (ii) prior to disclosure hereunder is within the possession of the receiving party, provided that such Confidential Information is not the subject of another confidentiality agreement with or other obligation of secrecy to the disclosing party, as evidenced by its contemporaneous written records, (iii) is disclosed with the prior written approval of the disclosing party, (iv) is independently developed by the receiving party without any breach of these Terms, as evidenced by its contemporaneous written records, (v) is obligated to be produced under order of a court of competent jurisdiction or a valid administrative, congressional, or other subpoena, civil investigative demand or similar process, provided, however, that upon issuance of any such order, subpoena, demand or other process, the receiving party shall promptly notify the disclosing party so as to allow the potential opportunity to obtain a protective order, or (vi) is necessary to establish rights or enforce obligations under the Service Agreement.
11. PROPRIETARY RIGHTS
11.1. Reservation of Rights to Proprietary Property. The Services and all software, workflow processes, user interface, designs, know-how and other materials and technologies included in or provided by Aris4Autism as part of the Services (“Proprietary Property”), including all Proprietary Property protected by copyrights, trademarks, patents or other intellectual property protections, are the sole and exclusive property of Aris4Autism and its licensors, and except for the rights to use the Services provided under the Service Agreement, all right, title and interest in and to the Proprietary Property, including all associated intellectual property rights, remain only with Aris4Autism and its licensors.
11.2. No license or rights granted. Customer expressly agrees that nothing in the Service Agreement is intended to grant Customer any rights or license to the Proprietary Property or any other Aris4Autism intellectual property unless expressly granted in the Service Agreement and that all rights to Proprietary Property and intellectual property are expressly reserved by Aris4Autism and its licensors.
11.3. Unauthorized use. Customer acknowledges and agrees that Customer is solely responsible for complying with the applicable restrictions on use of all Proprietary Property, copyrighted materials and trademarks that Customer sees, hears, and uses through the Services. Customer understands that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. Customer agrees that it shall promptly inform Aris4Autism if it becomes aware of any unauthorized use of Aris4Autism’s Proprietary Property. Customer further acknowledges that, in the event of any such unauthorized use, Aris4Autism or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Customer agrees that this paragraph shall survive the termination of this Service Agreement.
12. LIMITATIONS OF LIABILITY
12.1. IN NO EVENT WILL ARIS4AUTISM BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER ARIS4AUTISM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ARIS4AUTISM UNDER OR IN CONNECTION WITH THE SERVICE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO ARIS4AUTISM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION, WHICH RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT BE APPLICABLE TO YOU.
12.3. BY ACCESSING THE ARIS4AUTISM SERVICES SUBJECT TO THESE TERMS OF SERVICE, CUSTOMER UNDERSTANDS THAT CUSTOMER IS WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVES, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Customer shall indemnify, defend, and hold harmless Aris4Autism, its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any actual or threatened third party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, regulatory actions and expenses (including reasonable attorneys’ fees and costs incurred by Aris4Autism’s counsel of choice) arising out of or related to:
- the use of the Services by Customer,
- Customer’s breach of any term in the Service Agreement,
- Any actual or threatened claim that Customer Content infringes on a third-party’s intellectual property rights,
- any unauthorized use, access or distribution of the Services by Customer, or
- violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by or on behalf of Customer.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law. The Service Agreement is governed by the internal laws of Finland without regard to conflicts of law principles unless the laws and regulations of the Customer’s primary place of living according to address provided to in the Customer’s Order require application of the laws of another country or state.
14.2. Disputes. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled in the court of competent jurisdiction of the Customer’s primary place of living according to address provided to in the Customer’s Order. In case the court of competent jurisdiction can not be defined, the Parties agree that the Helsinki District Court in Helsinki, Finland, shall be deemed to be court of competent jurisdiction.
14.3. Notwithstanding anything above, Aris4Autism may seek and obtain injunctive and equitable relief in any court of competent jurisdiction.
15. OTHER TERMS
15.1. End of Life Policy. Aris4Autism maintains end of life policies with respect to the Services as published on our websites from time to time or included with these Terms. Aris4Autism may amend or modify such policies with or without notice to you, and you are responsible for reviewing such policies as in effect from time to time. Our end of life policies is incorporated herein by reference and are binding upon you to the same extent as if set forth herein.
Aris4Autism is continually developing new products, services and solutions to help our customers operate more efficiently. Because of the resources needed to create and support new and better solutions–and the inevitability of product obsolescence, we occasionally must retire older products and discontinue their customer and technical support. We realize that your practice relies on our software to manage your daily operations and we are committed to providing the information needed every step of the way to ensure a smooth transition to upgraded Aris4Autism solutions well before product end of life. This may include email communications, website updates, software reminder alerts and support webinars. All of our products are covered by this End of Life Policy.
What Product End of Life Means to You:
Your daily operations: Aris4Autism will communicate well before the product end of life and will work closely with you to minimize any disruption to your practice.
Your data: We understand that your data includes sensitive protected health information, and is the lifeblood of your business. Aris4Autism’s support team will ensure that you have access to your data well in advance of the product’s end of life.
End of Life Phases That May Affect You:
Aris4Autism’s process of retiring a software solution may include:
End of Sale: Aris4Autism will provide reasonable notice of the end of sale date. This means that the product will no longer be available for sale to new customers.
End of Life: Aris4Autism will communicate the end of life of a product well before the date.
End of Development: Development of new or enhanced features may cease in connection with a product’s end of life. Bug fixes, patches or defect corrections will be addressed on a case by case basis depending upon the severity of the defect, the number of current users impacted and resources available.
End of Support: Support for discontinued products will be addressed on a case by case basis. Aris4Autism will not be required to continue support for any discontinued product.
15.2. Consent to Electronic Notice, Communications and Transactions. For purposes of messages and notices regarding the Services (including without limitation, collections and payments issues), Aris4Autism may send email notices to the email address associated with Customer’s account as provided by Customer (“Customer’s Email Address”) or send to Customer directly by notifications sent through the Services. If Customer desires to update Customer’s Email Address, it shall send notice thereof to info@Aris4Autism.com.
15.3. Entire Agreement. The Service Agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in these Terms. No representation, promise or inducement not included in these Service Agreement is binding.
15.4. Amendments and Changes. Aris4Autism may amend, update or change the Service Agreement from time to time in order to reflect changes in the Services, changes in the law, or for other reasons as deemed necessary or advisable by Aris4Autism. The effective date of the Service Agreement will be reflected in the “Last Revised” entry at the top of the Service Agreement. Customer’s continued use of the Services after any such change shall constitute Customer’s consent to such change(s). Customer may not amend or modify any term of the Service Agreement without the written consent of Aris4Autism. Nothing herein is intended nor shall it serve to prevent Aris4Autism from exercising the rights found in the Service Agreement, including the right to amend or modify fees and these Terms. Customer agrees that by continuing to access or use the Services it accepts any modified terms or fees.
15.5. Feedback. If Customer provides feedback or suggestions about the Services, then Aris4Autism and its representatives may use, make derivative works and otherwise exploit such information without obligation to Customer.
15.6. Beta Features. The Services may contain features that are provided for trialing and testing purposes only and that are not completed or final (“Beta Features”). If Customer accesses any beta features of the Services, Customer acknowledges that: (i) such features have not been made commercially available by Aris4Autism; (ii) such features may not operate properly, be in final form or fully functional; (iii) such features may contain errors, design flaws or other problems; (iv) it may not be possible to make such features fully functional and such features may not ultimately be made commercially available; (v) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (vi) such features may change e; and (vii) Aris4Autism is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Services. These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data, and agrees that Aris4Autism shall have no liability with respect to Customer’s use of such beta features whatsoever.
15.7. No Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under the Service Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Aris4Autism’s prior written consent which shall not be unreasonably withheld.
15.8. Severability. If any provision of the Service Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Service Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify the Service Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
15.9. Separate Entities. Nothing herein shall be construed as creating a partnership or joint venture between Customer and Aris4Autism. The parties expressly agree that they are separate and distinct business entities whose entire relationship is governed by the Service Agreement. Any rights not expressly granted in the Service Agreement are expressly reserved by Aris4Autism.
15.10. Customer Name. Aris4Autism may use Customer’s name and logo in customer lists and related promotional materials describing Customer as a customer of Aris4Autism, which use shall be in accordance with Customer’s trademark guidelines and policies, if any, provided to Aris4Autism.
15.11. Waiver. The failure or delay in exercising any power or right under the Service Agreement shall not operate as a waiver thereof, nor will any single or partial exercise of any such power or right preclude any other exercise of a right or power. No waiver will be effective unless in writing and signed by the Party agreeing to said waiver.
15.12. Force Majeure. To the extent that either Party is prevented or delayed from timely completing its obligations under these Terms due to accidents, riots, strikes, epidemics, Acts of God, acts of war or terrorism, or any other condition beyond the Party’s reasonable control other than with respect to a Customer’s obligation to pay fees owed pursuant to a Customer Order (each, a “Force Majeure Event”), the Party will notify the other in writing as soon as practicable following the commencement of such Force Majeure Event and shall be alleviated from the obligations it has been prevented from performing until the Force Majeure Event is alleviated and shall not be deemed to be in breach of the Service Agreement.
15.12. Third Party Beneficiaries. The Service Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Service Agreement.
15.13. Purchase. Only persons 18 years and older may contract with Aris4Autism. If you are under 18, you may use the Aris4Autism Services only with involvement and permission of a parent or guardian. Aris4Autism reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
15.14. Effect of Headings. The paragraph and section headings of these Terms are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any paragraph or section of these Terms and in no way affect these Terms.