Terms & Conditions

By using the website of The Organizational Clinic (http://www.organizationalclinic.com/) or its services / products, including The Organizational Diagnostic Scale (ODS), customer is agreeing to be bound by this agreement. If customer is agreeing to this agreement on behalf of or for the benefit of their employer, then customer represents and warrants that they have the necessary authority to agree to this agreement on their employer's behalf.

This agreement is between The Organizational Clinic, a Florida corporation (Company), and the customer agreeing to these terms (Customer), and covers all services or products of the Company (Services).

1. USE OF SERVICES

1.1 Company Responsibilities

a. Company agrees to provide reasonable support to Customer in order to promote optimal use of its services.

1.2 Customer Responsibilities

a. Access by Employees and Contractors. Customer may allow its employees and contractors to access the Services in compliance with the terms of this agreement and the applicable Order, which access must be for the sole benefit of Customer. Customer is responsible for compliance with this agreement by its employees and contractors.

b. Restrictions and Responsibilities. Customer may not:

i. Sell, resell, rent or lease the Service, use the Service beyond its internal operations or reverse engineer the Service
ii. Use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights)
iii. Interfere with or disrupt the integrity or performance of the Service
iv. Attempt to gain unauthorized access to the Service or its related systems or networks
v. Reverse engineer the Service or remove or modify any proprietary marking or restrictive legends in the Service
vi. Use the Service in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN SPAM)
vii. Access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes. Customer must use commercially reasonable efforts to prevent unauthorized access to the Service, must notify Company promptly of any such unauthorized access, and may use the Service only in accordance with its user guide and applicable law.

2. PAYMENT TERMS

2.1 Payment

Customer is required to pay all fees, whenever applicable, as specified on the Order form(s). Unless otherwise stated in the Order, invoiced charges are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

2.2 Taxes

Company fees do not include any taxes, levies or other similar governmental assessments (Taxes). Customer is responsible for the payment of all taxes associated with its purchases under this agreement. Company is responsible solely for taxes assessable against Company based on its income, property and employees.

2.3 Fee Changes

All fees may be changed with 30 days advance email notice to Customer. Customer is responsible for keeping its updated email address on file with Company.

3. WARRANTY / SERVICE LEVEL AGREEMENT / DISCLAIMERS

3.1 Availability

Company will make commercially reasonable efforts to maintain uptime of 90% or higher.

3.2 Mutual Compliance with Laws

Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.

3.3 Disclaimers

Company disclaims all other warranties, including, without limitation, any warranty that the service will be uninterrupted, and error free or without delay, and the implied warranties of merchantability and fitness for a particular purpose. While company takes reasonable physical, technical and administrative measures to secure the service, company does not guarantee that the service could not be compromised.

4. PROPRIETARY RIGHTS

4.1 Reservation of Rights

The software, workflow processes, user interface, designs, know-how and other technologies provided by Company are the proprietary property of Company, and all rights, title and interest in and to such items, including all associated intellectual property rights, remain only with Company. Company reserves all rights unless expressly granted in this agreement.

5. LIMITS ON LIABILITY

5.1 No Indirect Damage

Company is not liable for any indirect, special, or consequential damages (including without limitation, costs of delay, loss of data or information, lost profits or revenues or loss of anticipated cost savings) arising under or related to this agreement, even if advised of the possibility of such loss or damage.

6. TERM, TERMINATION, AND RETURN OF DATA

6.1 Term

This agreement remains in effect until all Services have been provided or fulfilled by Company - unless either party provides notice of termination of no less than 10 days.

6.2 Termination for Material Breach

Either party may terminate this agreement and the applicable Orders if the other party material breaches any term of the agreement, or an Order, and does not cure the breach within 30 days of written receipt of notice of breach.

6.3 Return of Data

Company will have no obligation to provide Customer Information to Customer upon termination of this agreement. Notwithstanding the foregoing, Company may retain Customer Information for 60 days from such termination and Company may provide Customer access to such information.

6.4 Customer Actions Upon Termination

Upon termination, Customer is required to pay any unpaid fees and return all Company property in Customer's possession. Upon Company's request, customer agrees to confirm in writing that it has complied with this requirement.

6.5 Suspension or Termination of Service for Violation of Law or the Agreement

Company may immediately suspend or terminate the Service and remove applicable Customer Information or Content if it in good faith believes that, as part of using the Service, Customer may have violated a law or any term of this agreement. Company may try to contact Customer in advance, but it is not required to do so.

7. INDEMNITY

7.1 General Indemnity

To the extent allowed by applicable law, Customer agrees to indemnify, defend, and hold harmless Company against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys' fees and costs) arising out of or related to:

a. The use of the Service by Customer
b. Customer's breach of any term in this agreement
c. Any unauthorized use, access or distribution of the Service by Customer
d. 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 Customer.

8. GOVERNING LAW AND ARBITRATION

8.1 Governing Law

This agreement is governed by the laws of the State of Florida (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.

8.2 General Arbitration Process

Any dispute or claim that may arise between the parties relating in any way to or arising out of this agreement, Customer's use of or access to the Services (Claim), must be resolved exclusively through final and binding arbitration (rather than in court) under the then current commercial rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys' fees and costs from the other party.

8.3 Enforcement

Notwithstanding Section 8.2, Company may enforce its rights and obligations under these Terms in any court of competent jurisdiction.

8.4 PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS

Each party may bring claims against the other only on an individual party basis, and not as a plaintiff or class member in any purported class or representative action or proceeding. The arbitrator may not consolidate or join more than one party's claims, and may not otherwise preside over any form of a consolidated, class or representative proceeding.

9. OTHER TERMS

9.1 No Solicit or Hire Clause

Customer acknowledges that Company invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this agreement. Customer agrees that for the full term of this agreement, and for 2 years after its termination, Customer will not solicit or employ in any capacity, whether as a direct employee, independent contractor or as a representative of another company providing similar services to Customer, any person employed by Company at any time during the term of this agreement whose duties involve providing the Services, whether for Customer or other Company customers.

9.2 Consent to Electronic Notice, Communications and Transactions

For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Company may send email notices to the email address associated with Customer's account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Company may send notices to the postal address provided by Customer. Company has no liability associated with Customer's failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices.

9.3 Entire Agreement and Changes

This agreement constitutes the entire agreement between the parties, and supersede 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 this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless signed by both parties. Notwithstanding the foregoing, Company may modify this agreement by posting modified Terms of Service on the Company website and electronically notifying Customer of the changes thirty (30) days prior to the effective date of such changes. Customer agrees that by continuing to use the Service after posting of the modified Terms of Service, Customer agrees to be bound by the changes.

9.4 Feedback

If Customer provides feedback or suggestions about the Service, then Company (and those it allows to use its technology) may use such information without obligation to Customer.

9.5 No Assignment

Neither party may assign or transfer this agreement to a third party, except that this agreement may be assigned (without consent) as part of a merger, or sale of all or substantially all of the business or assets, of a party.

9.6 Electronic Notice

For purposes of messages and notices about the Service (including without limitation, collections and payments issues), Company may send email notices to the email addresses associated with Customer's account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Company may send notices to the postal address provided by Customer. Company has no liability associated with Customer's failure to maintain accurate contact information within the Service or its failure to review any emails or in service notices.

9.7 Independent Contractors and Enforceability

The parties are independent contractors with respect to each other. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

9.8 No Additional Terms

Company rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this agreement and an Order, the Order prevails.

9.9 Survival of Terms

All terms survive termination of this agreement that by their nature survive for a party to assert its rights and receive the protections of this agreement. The Convention on Contracts for the International Sale of Goods does not apply.