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04/22/2024
INTRODUCTION
Connected Body Inc. DBA Connected Mind (“Connected Mind,” “we,” “us” or “our”) offers certain software and related services, including the connectedmind mental health screening software, an associated scoring engine, and a web-based portal (together the “Platform”). These Terms of Use (“Terms”) govern your access to and use of the Platform and the features, functionalities, applications, browser extensions and other services available through our Platform. Please note, these Terms do not apply to the Connected Mind websites or any self-service health screening tools outside of the Platform.
By using the Platform, you agree to read, comply with, and be legally bound by these Terms. If you do not agree to these Terms or do not meet the requirements in Section 1.2, you may not use the Platform.
ARBITRATION NOTICE; CLASS WAIVER; WAIVER OF TRIAL BY JURY. These Terms contain a provision requiring you to resolve disputes by binding arbitration on an individual basis. You agree that all disputes between you and Connected Mind will be resolved by mandatory binding arbitration and you waive the right to a jury trial, any right to participate in a class action lawsuit or class-wide arbitration. These Terms also limit the remedies available to you in the event of a dispute. Thus, carefully review the dispute resolution section of these Terms before you access or use the Platform.
1. ACCEPTANCE AND APPLICABILITY
1.1 Qualified Healthcare Professionals. The Platform is only intended for use by a physician or other healthcare professional who is qualified by education, training, and/or licensure/regulation to perform psychological or neuropsychological screening or testing and who is employed by or otherwise an agent of one of our customers (“Qualified Healthcare Professional”).
1.2 Requirements. By accessing or using the Platform, you represent to us that you (1) are a Qualified Healthcare Professional, (2) are at least 18 years old; (3) are legally able to enter into contracts; (4) have not been barred from accessing or using the Platform under federal, state, local or other laws; and (5) have not previously been suspended or prohibited from accessing or using the Platform for any reason.
1.3 Changes to Terms. We may update or modify these Terms from time to time, without limitation by posting a revised version of these Terms on the Platform and by publishing a general notice of such changes on the Platform. By accessing or using the Platform after we have provided such notice, you agree to be bound by such modifications.
1.4 Our Rights. We have the right, but not the obligation, to take any of the following actions without providing any prior notice to you or any third party: (a) change or terminate all or any part of the Platform; (b) restrict or terminate your access to all or any part of the Platform; (c) refuse, move, or remove anything that is available on the Platform; and (d) deny access to the Platform to anyone at anytime in our sole and absolute discretion.
2. ACCESS AND USE
2.1 Accounts. You may be able to create an account on the Platform. If you do so, you must maintain the confidentiality and security of your account, including keeping your password confidential. You agree to change any account name or password if the password is lost, stolen, or otherwise compromised.
2.2 Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) when accessing or using the Platform.
2.3 Location. You may not use the Platform outside of the United States.
2.4 Mistakes or Errors. You agree that under no circumstances will we be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of the Platform.
2.5 Personal Information. By accessing or using the Platform, you acknowledge and understand that we may collect, use, disclose, transfer, and share your personal information. You authorize Connected Mind to access your personal information as necessary to operate or configure the Platform as described in our Privacy Policy https://connectedmind.me/connected-mind-privacy-policy/. The Privacy Policy may be updated from time to time, so please review it regularly. If you do not agree with the collection and use of personal information as described in the Privacy Policy, do not use the Platform.
2.6 Right to Terminate. We reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use the Platform for any reason. You agree that we will not be liable to you or any third party for any such termination. If we terminate your licenses to use the Platform, you must stop using it.
3. RESTRICTIONS.
3.1 Use Restrictions. You must comply with the following:
(a) You are only allowed to access and use the Platform for its intended purposes.
(b) Without limitation, you shall not access or use the Platform to (1) violate any laws; (2) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; (3) engage in commercial activity not contemplated in these Terms; (4) infringe upon or violate someone else’s rights; (5) identify any person without their consent or disclose anyone else’s personal contact details or otherwise invade another person’s privacy; or (6) publish, post, distribute, or disseminate any content which is or could reasonably be viewed as hate speech, an obscenity, harassing, threatening, pornographic, abusive, or defamatory, or that is otherwise objectionable.
(c) You are also prohibited from: (1) reformatting or framing any portion of the Platform; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of the Platform; (3) taking any action that imposes, or may impose, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, disassembling, decompiling, translating or reverse engineering any portion of the Platform or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of the Platform; (5) disrupting or otherwise interfering with the Platform or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) engaging in any activity that is illegal under federal, state, local, or other laws; (8) creating a false identity on the Platform; (9) releasing to any third party information related to your access to or use of the Platform for purposes of monitoring the Platform’s availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (10) copying the Platform; (11) accessing or using the Platform in a service bureau or time-sharing environment (including, without limitation, accessing the Platform to provide third parties a service consisting solely of the collection and entry of data and other information on the Platform); (12) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under these Terms; (13) creating any derivative works based on the Platform; or (14) modifying, obscuring, or removing any proprietary notices on the Platform or copies thereof.
(d) You may not harass, intimidate or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
3.2 In Connection with Your Employment. You may only use the Platform in connection with your employment.
4. INTELLECTUAL PROPERTY
4.1 Platform. All rights, title and interest in and to the Platform, including, but not limited to, all of the software and code that comprise and operate the Platform, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through the Platform are owned by us or third parties who have licensed their content to us. The Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of the Platform.
4.2 Marks. The Connected Mind names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within the Platform, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of Connected Mind (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within the Platform are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on the Platform without the prior written permission of the applicable third party.
4.3 Limited License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform in a manner that is consistent with these Terms and the Platform’s intended purposes. You will be solely liable for any damages, costs or expenses arising out of or in connection with your violation of these Terms.
4.4 Feedback. By submitting ideas, suggestions, reviews, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
4.5 Reservation of Rights. We reserve all rights not expressly granted to you in these Terms.
5. DISCLAIMERS
5.1 Disclaimer of Warranties.
(a) OUR PLATFORM AND ANY INFORMATION, CONTENT, OR MATERIALS INCLUDED WITH OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED RELATING TO OUR PLATFORM, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE FURTHER EXPRESSLY DISCLAIM THAT OUR PLATFORM WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.
(b) OUR PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION. THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR PLATFORM CAUSED BY SUCH FACTORS.
(c) CONNECTED MIND IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY CONTENT INCLUDING ANSWERS AND/OR RESULTS OBTAINED VIA THE PLATFORM. CONNECTED MIND IS NOT A MEDICAL PROVIDER AND CONNECTED MIND CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
5.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
6. YOUR LIABILITY
6.1 Agreement to Indemnify. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR PLATFORM, YOUR CONNECTION TO OUR PLATFORM, YOUR VIOLATION OF THE TERMS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE PLATFORM.
6.2 Additional Remedies. We reserve the right to seek all remedies available at law and in equity for your violation of the Terms, including the right to block access from a particular Internet address to the Platform and report misuses to law enforcement.
7. LIMITATION OF LIABILITY
7.1 Maximum Liability. WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR PLATFORM SHALL BE $100.
7.2 No Liability for Incidental Damages. In no event will we be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages arising from your access to or use of the Platform or for any other claim related in any way to your access to or use of the Platform.
7.3 Applicability of Limitations. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise. The foregoing limitations will also apply regardless of whether such damages were foreseeable or we were advised of the possibility of such damages. Some states or jurisdictions do not allow certain limitations of liability, so some of the above limitations of liability may not apply to you. In such states or jurisdictions, our liability will be limited to the maximum extent permitted by applicable law.
7.4 Notice to California Residents. If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
8. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
8.1 Waiver of Rights. YOU AGREE THAT BY ACCESSING OR USING OUR PLATFORM, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR A CLASS ARBITRATION.
8.2 Informal Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms of Use (“Dispute”) by negotiation and consultation between themselves. A party shall send written notice to the other party of a Dispute (“Dispute Notice”). In the event that such Dispute is not resolved on an informal basis within twenty one calendar days after one party delivers the Dispute Notice to the other party, either party may commence binding arbitration in accordance with the provisions of arbitration below.
8.3 Agreement to Arbitrate.
(a) YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS OR YOUR ACCESS TO OR USE OF THE PLATFORM SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.
(b) Exceptions to informal negotiations and arbitration. You and Connected Mind agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of any of your or your company’s intellectual property rights; (2) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this section is found to be illegal or unenforceable then neither you nor connected mind will elect to arbitrate any dispute falling within that portion of this Section found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction below, and you and connected mind agree to submit to the personal jurisdiction of that court.
(c) This agreement to arbitrate involves interstate commerce, and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. 1-16 (“FAA”), and not by state law.
(d) This agreement to arbitrate is intended to be interpreted broadly pursuant to the FAA.
(e) THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.
(f) For any claim where the total amount of the award sought is $10,000 or less, you must abide by the following rules: (1) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions and (2) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) will take place in the federal courts of the United States or the courts of the State of Texas in each case located in Travis County.
(g) The arbitrator is bound by these Terms to arbitrate. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrator determines to be necessary. Further, in any arbitration proceeding: (1) there shall be no punitive, exemplary, incidental, or consequential or other special damages; (2) all damages, claims, and awards will be governed by Texas law; (3) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorney fees. If you prove that you are unable to afford the AAA fee, you agree to notify all personas against whom you have an arbitrable claim and give such persons the opportunity, individually and as a group, to pay such fee. The proceeding and the decision shall be kept confidential by the parties.
(h) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
(i) THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
(j) UNLESS YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 8.6, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO OR USE OF OUR PLATFORM AND YOUR RELATIONSHIP WITH THE RELEASED PARTIES.
(k) ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (I.E., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR.
8.4 Information About Arbitration. Information on AAA and how to start arbitration can be found at www.adr.org. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. You will not be able to have a court or jury trial or participate in a class action or class arbitration. Any dispute shall be arbitrated on an individual basis, and not as a class action, representative action, class arbitration, or similar proceeding. The arbitrator may not consolidate the claims of multiple parties.
8.5 Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THE TERMS TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.
8.6 Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF THE EFFECTIVE DATE OF THESE TERMS OR WHEN YOU FIRST YOU THE PLATFORM, WHICHEVER IS LATER, YOU MUST SEND US A LETTER STATING: “REQUEST TO OPT-OUT OF AGREEMENT TO ARBITRATE” TO:
Connected Body, Inc.
5900 Balcones Drive, Ste 100
Austin, TX 78731
8.7 Venue for Litigation. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. If the arbitration provisions above are unenforceable in whole or in part, any subsequent legal suit, action, or proceeding shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Travis County.
8.8 Prevailing Party. In any arbitration proceeding, suit, or action, or claim, the prevailing party shall have the right to collect from the non-prevailing party its reasonable attorneys fees and costs, including without limitation expenses and court costs.
9. ADDITIONAL TERMS
9.1 Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.
9.2 Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.
9.3 Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.
9.4 Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
9.5 Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
9.6 Assignment. We reserve the right to transfer, assign, sublicense, or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer any of your rights or obligations under these Terms.
9.7 Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
9.8 Support. If you have any questions or concerns about the Platform or these Terms, please contact us