PsychMeter Terms of Use

These PsychMeter Terms of Use (these "Terms") apply all person or entities who use of the PsychMeter website or SaaS Services. These Terms, form a binding legal agreement between you and/or the corporate entity you represent in agreeing to the Agreement ("Customer") and 2513436 Ontario Inc. ("PsychMeter", "us", "we" or "our").

By clicking "Sign up" "Sign In" (or other similar language), using the Google or Microsoft authentication buttons, or otherwise accessing or using the PsychMeter website or SaaS Service, Customer agrees that Customer has read and understood, and, as a condition of use and access of the PsychMeter SaaS Services, is bound by, the agreement, including PsychMeter's Privacy Policy https://www.psychmeter.com/privacy/ as amended from time to time in accordance with Section 13(p). If Customer is not eligible, or does not agree to the Terms, then Customer does not have our permission to access or use the PsychMeter website or SaaS Services. Customer's use of the PsychMeter website or SaaS Service, and PsychMeter's provision of the website or SaaS Service to Customer, constitutes and agreement by PsychMeter and by Customer to be bound by the agreement.

ELIGIBILITY: PsychMeter is only to be used by appropriately licenced and trained professionals. Incorrect usage of this service can result in harm which PsychMeter will take no responsibility for. Consequently, you are prohibited to use PsychMeter features or questionnaires unless you are a professional appropriately trained and licenced to use that each specific questionnaire.

ARBITRATION NOTICE: Except for certain kinds of disputes described in Section 13, Customer agrees that disputes arising under the Agreement will be resolved by binding, individual arbitration, and by accepting the agreement, customer and PsychMeter are each waiving the right to a trial by jury or to participate in any class action or representative proceeding.

Capitalized terms used but not defined in these Terms have the meanings set forth elsewhere in the Agreement.

1. Definitions

1. "Customer Data" means any data, information, content, records, and files that Customer or any of its clients or patients, transmit to or enter into the SaaS Services.
2. "Confidential Information" of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into the Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to PII: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
3. "Discloser" is the Party disclosing Confidential Information.
4. "Modifications" means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations, and "Modify" has a corresponding meaning.
5. "Parties" refer to PsychMeter and Customer and "Party" refers to each of PsychMeter and Customer.
6. "Personally Identifiable Information" or "PII" means information that can, on it's own, identify an individual client or patient.
7. "Recipient" is the Party receiving Confidential Information.
8. "SaaS Services" or "PsychMeter SaaS Service" means the services through which PsychMeter hosts and makes available the PsychMeter solution for practitioners to administer, collect, store, and analyze client or patient questionnaires for professional purposes.
9. "Website" means any websites used by PsychMeter to provide the SaaS Services, including the websites located at www.psychmeter.com and psychmeter.com.

2. SaaS Services

1. General. The Agreement sets forth the terms and conditions under which PsychMeter makes available the SaaS Services. These Terms do not, absent Customer Agreement through normal sign-up procedures, create any business relationship or impose any obligation on PsychMeter to provide any license, access, product, or service.
2. Provisioning of the SaaS Services. Subject to Customer's compliance with the terms and conditions of the Agreement, PsychMeter will make the SaaS Services available to Customer on the terms and conditions set out in the Agreement during the Term (defined below).
3. License to the SaaS Service. Subject to Customer's compliance with the terms and conditions of the Agreement, PsychMeter grants to Customer a non-exclusive and non-transferable licence to operate and use the SaaS Service in accordance with the Agreement during the Term. Customer's use of the SaaS Service will be subject to any limitations described in the Agreement, in the documentation accompanying the SaaS Service, or as otherwise agreed in writing by the Parties.
4. Limits. PsychMeter reserves the right to impose reasonable limits on bandwidth and usage as part of the SaaS Services. PsychMeter will determine these limits based on usage volumes for normal use of the SaaS Services for their intended purposes. If Customer exceeds such limits, PsychMeter may charge Customer reasonable additional fees, suspend access to the SaaS Services, and throttle Customer's account until bandwidth consumption is reduced to the reasonable limits.
5. Restrictions of Use. Customer will not itself, and will not permit others to:
   1. reproduce, publicly display, publicly perform, create derivative works of, make modifications to, sublicense, sell, rent, lend, lease, or distribute the SaaS Services or any intellectual property rights therein or otherwise make the SaaS Services available to others;
   2. use the SaaS Services to permit timesharing, service bureau use or commercially exploit the SaaS Services;
   3. use or access the SaaS Services
      1. in violation of any applicable law or intellectual property right,
      2. in a manner that threatens the security or functionality of the SaaS Services, or for any purpose, or
      3. in any manner not expressly permitted in the Agreement;
   4. Use the SaaS Services to create, collect, transmit, store, use or process any Customer Data that:
      1. contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. Customer does not have the lawful right to create, collect, transmit, store, use, or process;
      3. violates any applicable laws, or infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity);
      4. is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive to another's privacy, hateful, racially, or ethnically objectionable, encourages criminal behaviour, gives rise to civil liability, or is otherwise objectionable;
      5. contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam", "chain letters," "pyramid schemes," or any other form of solicitation;
      6. contains any falsehoods, misrepresentations, creates an impression that Customer knows is incorrect, or any material that could damage or harm minors in any way;
   5. enter PII where it is not expected or required, including in the Client Key field;
   6. reuse passwords or use weak passwords;
   7. modify the SaaS Services;
   8. reverse engineer, de-compile, or disassemble the SaaS Services;
   9. remove or obscure any proprietary notices or labels on the SaaS Services, including brand, copyright, trademark, and patent or patent pending notices;
   10. access or use any SaaS Services for the purpose of building a similar or competitive product or service;
   11. perform any vulnerability, penetration, or similar testing of the SaaS Services; or
   12. collect or store data about any individual not subject to the Agreement (e.g. collecting data about clients or patients without their permission and agreement to do so on PsychMeter)
6. Suspension of Access; Scheduled Downtime; Modifications. PsychMeter may from time to time and in its discretion and without notice, without limiting any of its other rights or remedies at law or in equity, under the Agreement:
   1. suspend Customer's access to or use of the SaaS Services:
      1. for scheduled maintenance;
      2. due to a Force Majeure (as defined in Section 13(j))
      3. if PsychMeter believes in good faith that Customer has violated any provision of the Agreement;
      4. to prevent interference with the availability of the SaaS Services;
      5. to address any emergency security concerns; or
      6. if required to do so by a regulatory body or as a result of a change in applicable law.
   2. PsychMeter reserves the right to make any Modifications or discontinue all or any portion of the SaaS Services at any t ime (including by limiting or discontinuing certain features of the SaaS Service), temporarily or permanently, without notice to Customer. PsychMeter will have no liability for any change to the SaaS Services, including any paid-for functionalities of the SaaS Services, or any suspension or termination of Customer's access to or use of the SaaS Services.

3. Data; Intellectual Property

1. Except as expressly set forth in the Agreement, nothing in the Agreement assigns or grants to PsychMeter, title or interest including any intellectual property rights in or to Customer Data. Customer grants to PsychMeter a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit Customer Data during the Term to:
   1. provide the SaaS Services, including sharing Customer Data with its third-party service providers;
   2. improve and enhance the SaaS Services and for other PsychMeter offerings; and
   3. produce data, information or other materials that are not identified as relating to a particular individual or Customer (such data, information and materials, the "Aggregated Data"). PsychMeter and/or its third party service providers may use Aggregated Data for any purpose and without restriction or obligation to Customer or any third party.
2. PsychMeter may facilitate Customer's clients and patients use the SaaS Services in order to facilitate collection, processing, storage, and disclosure of data. Customer confirms they have the right to allow PsychMeter to facilitate this usage of the SaaS Service and are directing PsychMeter to do so. Customer hereby grants PsychMeter a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit Customer Data to/from clients and patients.
3. PsychMeter or its licensors retain all ownership and intellectual property rights in and to:
   1. the SaaS Services;
   2. anything developed or delivered by or on behalf of PsychMeter under the Agreement; and
   3. any Modifications to the foregoing (i) and (ii).
4. All rights not expressly granted by PsychMeter to Customer under the Agreement are reserved.

4. Trademark License

Subject to the terms and conditions of the Agreement, each Party hereby grants to the other Party a non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable, and revocable license to use and display its trademarks, service marks, trade names, or logos, in accordance with such Party's branding guidelines, in the other Party's advertising, marketing, and promotional materials solely to identify the other Party as a client or vendor.

5. Feedback

PsychMeter may use any suggestions, comments or other feedback relating to any aspect of the website or SaaS Services, in or to improve the website, the SaaS Services or in any other PsychMeter products or services (collectively, "PsychMeter Offerings"). Accordingly, Customer agrees that:

1. PsychMeter is not subject to any confidentiality obligations in respect to Feedback;
2. Feedback is not confidential or proprietary information of Customer or any third party and Customer has all of the necessary rights to disclose the Feedback to PsychMeter;
3. PsychMeter (including all of its successors and assigns and any successors and assigns of any of the PsychMeter Offerings) may freely use, reproduce, publicize, license, distribute, sublicense, and otherwise commercialize Feedback in any PsychMeter Offerings; and
4. Customer is not entitled to receive any compensation or reimbursement of any kind from PsychMeter or any of the other users of the Website or PsychMeter SaaS Services in respect of the Feedback.

6. Privacy and BAA

Customer understands that PII, including the PII Data of clients and patients, will be treated in accordance with PsychMeter's privacy policy located at https://www.psychmeter.com/privacy/. If Customer Data will include any data of persons located in the European Economic Area or the United Kingdom, Customer is responsible for notifying PsychMeter.

If Customer requires a Business Associate Agreement (BAA), Customer is responsible for notifying PsychMeter to start the process of signing an agreement. Signing a BAA may incur additional subscription costs.

7. Customer's user account

1. Single user. Each login and password is only to be used by a single person with no password or account sharing. Bypassing this requirement will compromise the security of PsychMeter and is strictly prohibited.
2. Unauthorized Use. Customer will promptly notify Psych of any actual or suspected unauthorized use of the SaaS Services. PsychMeter reserves the right to suspend, deactivate, or replace a Customer's user account if it determines that such user account may have been used for an unauthorized purpose.
3. User Content Generally. Certain features of the SaaS Services may permit clients or patents to submit or publish, or otherwise transmit ("Post") content to the SaaS Services through Questionnaires ("User Content". User Content is subject subject to the licenses granted in these Terms.
4. User Content Disclaimer. We are under no obligation to edit or control User Content that Customer, client, or patients Post and will not be in any way responsible or liable for User Content. PsychMeter may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PsychMeter does not permit infringing activities on the SaaS Services.
5. Monitoring Content. PsychMeter reserves the right to, and may from time to time, monitor any and all information transmitted or received through the PsychMeter SaaS Services for operational and other purposes. If at any time PsychMeter chooses to monitor the content, then PsychMeter still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. PscyhMeter may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the SaaS Services without any liability to the user who Posted such User Content to the SaaS Services or to any other users of the SaaS Services.

8. Support

Customer will generally have access to PsychMeter's technical support services ("Support Services") the Website at https://www.pscyhmeter.com. PsychMeter has no time or response requirements with respect to Support Services and is provided entirely at PsychMeter's discretion. PsychMeter reserves the right to modify the availability of Support Services from time-to-time in the regular course of business.

9. Third Party Content

Third-Party Material. The PsychMeter Software may provide links or access to third-party content, websites, services, or systems. PsychMeter does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under the control of PsychMeter, and if Customer chooses to access any such content, websites, services, or systems Customer does so entirely at its own risk. Customer acknowledges that it may be required by to accept terms and conditions applicable to third-party content, websites, services, or systems, that such terms may supersede the terms in the Agreement with respect to the use of such third-party content, websites, services or systems, and Customer agrees to accept and comply with any such terms and conditions.

10. Fees and Payment

1. Fees. Customer will pay to PsychMeter the applicable fees agreed to during purchase (the "Fees") during the Term in accordance with the payment terms set out herein.
2. Change to Fees. PsychMeter reserves the right to change the Fees and institute new charges upon providing not less than 7 days prior notice to Customer. Such notice may be provided at any time by posting the changes to www.psychmeter.com or through the SaaS Services. Without limiting the foregoing, PsychMeter may increase the Fees annually, without notice, for inflation based on changes to the CPI Index as compared to CPI Index for immediately preceding calendar year. The term "CPI Index" means the Consumer Price Index for the United States as published in the U.S. Bureau of Labor Statistics' CPI Inflation Calculator or a similar replacement price index should that Inflation Calculator be discontinued in its present form.
3. Invoicing. All Fees are due and payable in advance. PsychMeter will prepare and send to Customer, at the then-current contact information on file with PsychMeter, an invoice for any Fees that are due. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts in advance on either a monthly or annual basis and Fees are non-refundable. For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the website, and PsychMeter will invoice or charge Customer on a recurring basis.
4. Disputed Invoices or Charges. If Customer believes PsychMeter has charged or invoiced Customer incorrectly, Customer must contact PsychMeter no later than 10 days after having been charged by PsychMeter or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.
5. Late Payment. Customer may not withhold or setoff any amounts due under the Agreement. PsychMeter reserves the right to suspend Customer's access to the SaaS Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 1.5% compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
6. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees, and similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement other than taxes based on the net income or profits of PsychMeter. If PsychMeter has the legal obligation to pay or collect taxes for which Customer is responsible, PsychMeter will invoice Customer and Customer will pay that amount unless Customer provide PsychMeter with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Suspension. Any suspension of the PsychMeter SaaS Services by PsychMeter pursuant to the terms of the Agreement will not excuse Customer from its obligation to make payments under the Agreement.

11. Confidential Information

1. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under the Agreement:
   1. disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than the Agreement, and to such other Recipients as the Discloser may approve in writing;
   2. use Confidential Information of the Discloser; or
   3. alter or remove from any Confidential Information of the Discloser including any proprietary legend.
   Each Party will take industry standard precautions to safeguard the other Party's Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
2. Exceptions to Confidentiality. Recipient may disclose Discloser's Confidential Information:
   1. to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order;
   2. to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or
   3. in the case of PsychMeter as Recipient, to potential assignees, acquirers or successors of PsychMeter if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of PsychMeter.

12. Warranty; Disclaimer; Indemnity

1. Customer Warranty. Customer represents and warrants to, and covenants with PsychMeter that, Customer Data will only contain PII in respect of which Customer has provided all notices and disclosures, obtained all applicable third-party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable PsychMeter to provide the SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of PII, including by or to PsychMeter and to or from all applicable third parties.
2. No Advice. As part of the SaaS Services, PsychMeter may offer Questionnaires and scoring service (i.e. scoring and graphing the results of Questionnaires). This tool is for information purposes and does not relive the practitioner from their professional obligations or liability. Customer expressly agrees that Customer is solely liable for appropriately validating and properly using questionnaires, responses, and scoring data.
3. GENERAL DISCLAIMER. PSYCHMETER DOES NOT WARRANT THAT THE SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAAS SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, THE SAAS SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PSYCHMETER TO CUSTOMER ARE PROVIDED "AS IS" AND "AS AVAILABLE." NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SAAS SERVICES OR PSYCHMETER OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SAAS SERVICES WILL CREATE ANY WARRANTY REGARDING PSYCHMETER OR THE SAAS SERVICES THAT IS NOT EXPRESSLY STATED IN THE AGREEMENT. PSYCHMETER IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SAAS SERVICES AND CUSTOMER DEALING WITH ANY OTHER USER OF ANY SAAS SERVICES. CUSTOMER USES ANY PORTION OF THE SERVICE AT CUSTOMER'S OWN DISCRETION AND RISK AND PSYCHMETER IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S PROPERTY (INCLUDING CUSTOMER'S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SAAS SERVICE) OR ANY LOSS OF DATA. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PSYCHMETER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PSYCHMETER EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SAAS SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
4. Indemnity. Customer will defend, indemnify and hold harmless Psychmeter, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party (including clients, patients, government entities, or insurance providers) claims (including damages, fines, recoveries, deficiencies, interest, penalties, and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer's breach of any of Customer's obligations, representations, warranties or covenants under the Agreement; (iii) use of the PsychMeter SaaS Services (or any part thereof) by Customer in combination with any third-party software, application or service; or (iv) use of the SaaS Services in relation to improper questionnaire usage, scoring, or interpretation. Customer will fully cooperate with PsychMeter in the defense of any claim defended by Customer pursuant to its indemnification obligations under the Agreement and will not settle any such claim without the prior written consent of PsychMeter.

13. Limitation of Liabilities

The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PSYCHMETER IN CONNECTION WITH OR UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PSYCHMETER SERVICES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL PSYCHMETER'S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PSYCHMETER BE LIABLE TO CUSTOMER OR ANY USER FOR ANY:
   1. SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;
   2. LOST, IMPAIRMENT, OR LOSS OF:
      1. SAVINGS,
      2. PROFIT,
      3. DATA,
      4. USE,
      5. REPUTATION,
      6. PROFESSIONAL DESIGNATION, OR
      7. GOODWILL
   3. BUSINESS INTERRUPTION;
   4. COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;
   5. PERSONAL INJURY OR DEATH; OR
   6. PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
3. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Term and Termination

1. Term. Unless terminated earlier in accordance with the Agreement, the Agreement is effective as of the effective date Customer visits the website or uses the SaaS Service and will remain in effect for the Initial Term and any Renewal Terms (collectively, the "Term").
2. Termination for Cause. Either Party may, in addition to other relief, terminate the Agreement if the other Party commits a material breach of the Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach. In addition, PsychMeter may terminate the Agreement immediately upon notice to Customer in the event Customer is in violation of Section 2 of the Agreement.
3. Effect of Termination. Upon termination of the Agreement, Customer will immediately cease accessing or using the SaaS Services.
4. Survival. The following Sections, together with any other provision of the Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason:
   1. Section 3 (Data; Intellectual Property),
   2. Section 4 (Trademark License),
   3. Section 6 (Privacy),
   4. Section 10 (Fees and Payment),
   5. Section 11 (Confidential Information),
   6. Section 12 (Warranty; Disclaimer; Indemnity),
   7. Section 13 (Limitation of Liabilities),
   8. Section 14(d) (Survival), and
   9. and Section 15 (General Provisions).

15. General Provisions

1. Notices. Notices sent to either Party will be effective when delivered by email. Notices must be sent:
   1. if to PsychMeter, via the contact form at: http://www.psychmeter.com/contact/.
   2. if to Customer, to the current email address that PsychMeter has on file with respect to Customer.
   PsychMeter may change its contact information by posting the new contact information on the website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with PsychMeter current at all times during the Term.
2. Assignment. Customer will not assign the Agreement to any third party without PsychMeter's prior written consent. PsychMeter may assign the Agreement or any rights under the Agreement to any third party without Customer's consent. The Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
3. Governing Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
4. Dispute Resolution.
   1. Subject to the Section 13, if any dispute arises between the parties relating to the application, interpretation, implementation or validity of the Agreement, the parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
   2. PsychMeter may bring the following actions in a court of competent jurisdiction in the Province of Ontario or, at PsychMeter's discretion, in the jurisdiction of incorporation or residence of Customer: (A) any Fee collection disputes arising out of the failure to pay by Customer; or (B) an action seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations.
   3. Each of the parties to the Agreement:
      1. irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action
      2. consents to service of process in accordance with the rules governing proceedings in any such court; and
      3. irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.
   4. Opt-Out. If Customer does not wish to resolve disputes by binding arbitration, Customer may opt out within 30 days after the date that Customer agrees to these Terms by sending a notice to PsychMeter, Attention: Legal Department – Arbitration Opt-Out, that specifies Customer's full legal name, the email address associated with Customer's account on the SaaS Services, and a statement that Customer wishes to opt out of arbitration ("Opt-Out Notice"). Once PsychMeter receives Customer's Opt-Out Notice, the binding arbitration section of this agreement will be void. The remaining provisions of these Terms will not be affected by Customer's Opt-Out Notice.
   5. No Class Actions. CUSTOMER AND PSYCHMETER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER'S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both Customer and PSYCHMETER agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
5. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the SaaS Services.
6. Consent to Electronic Communications. By using the SaaS Services, Customer consents to receiving certain electronic communications from PsychMeter as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that PsychMeter sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
7. No Support. PsychMeter is under no obligation to provide support for the SaaS Services. In instances where we may offer support, the support will be subject to published policies.
8. Construction. Except as otherwise provided in the Agreement, the parties' rights and remedies under the Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of the Agreement are for reference purposes only and have no substantive effect. The terms "consent" or "discretion" mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
9. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites ("Force Majeure").
10. Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
11. Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
12. Additional Terms. Customer's use of the SaaS Services is subject to all additional terms, policies, rules, or guidelines applicable to the SaaS Services or certain features of the SaaS Services that PsychMeter may post on or link to from the SaaS Services (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, the Agreement.
13. Independent Contractors. PsychMeter's relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
14. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations, or other communications, whether oral or written. If there is a conflict or inconsistency between any of the terms of the Agreement, including the Order Form and the Terms of Service, then the conflict or inconsistency will be resolved by giving those terms the following order of descending precedence: (a) the Order Form; and (b) the Terms of Service.
15. Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of the Agreement and, unless otherwise expressly specified in the Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, PSYCHMETER MAY UNILATERALLY AMEND THESE TERMS OF SERVICE, IN WHOLE OR IN PART (EACH, AN"AMENDMENT"), BY:
    1. GIVING CUSTOMER NOTICE OF SUCH AMENDMENT; OR
    2. POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY PSYCHMETER, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
16. PHIPA Complaints. You can learn more and file a complaint under PHIPA at the Information Privacy Commissioner.
17. HIPAA Complaints. You can learn more and file a complaint under HIPAA at the U.S. Department of Health and Human Services.
18. English Language. It is the express wish of the parties that the Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
19. International Use. The PsychMeter SaaS Services is intended for Customers located within the United States and Canada. PsychMeter makes no representation that the SaaS Services is appropriate or available for use outside of the United States or Canada. Access to the SaaS Services from countries or territories or by individuals where such access is illegal is prohibited.