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).
a. Company agrees to provide reasonable support to Customer in order to promote optimal use of its services.
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:
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.
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.
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.
Company will make commercially reasonable efforts to maintain uptime of 90% or higher.
Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
Notwithstanding Section 8.2, Company may enforce its rights and obligations under these Terms in any court of competent jurisdiction.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.