I. WEBSITE/APP TERMS
II. INTELLECTUAL PROPERTY
III. ARRANGEMENT
IV. GRANT OF RIGHTS
V. TERM OF AGREEMENT
VI. ACCOUNT REGISTRATION
VII. ACCESS TO THE SYSTEM AND USE OF SERVICES
Provider will implement and maintain appropriate administrative, physical and technical safeguards to protect its account from access, use, or alteration.
C. No Third-Party Access
Provider will not permit any third party to have access to or to use the Website/App without PsychNow’s prior written consent. Provider will not allow any third party to access the account or provide information to Patients on the Website/App. Provider will promptly notify PsychNow of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the account or Services.
D. Submitted Content
PsychNow does not claim ownership of any information that Provider makes available through the Website/App. At PsychNow's sole discretion, such materials may be included in the Website/App in whole or in part or in a modified form. With respect to such information that Provider submits or makes available for inclusion on the Website/App, Provider grants PsychNow a non-perpetual, terminable upon end of contractual relationship, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such materials or any part of such materials (as well as use the name that you submit in connection with such submitted content). Provider hereby represents, warrants and covenants that any materials provided do not include anything (including, but not limited to, text, images, music or video) to which Provider does not have the full right to grant the license. PsychNow takes no responsibility and assumes no liability for any information posted or submitted by Provider.
E. No Medical Care or Advice by PsychNow
You understand and agree that you, and not PsychNow, use the PsychNow platform to communicate with and deliver Healthcare Services to your patients. You, and not PsychNow, are responsible for the quality and appropriateness of the medical care and services you provide to patients. PsychNow does not provide any advice or representations of any kind regarding any issues implicated by or related to advice, information, goods, or services offered by you (or any third party), including, but not limited to, any professional liability and/or compliance obligations.
A Any information or advice requested by, or provided to, patients is respectively from them, and you, alone, and not from PsychNow. Your interactions with patients via the Website and/or App are not intended to take the place of your professional services to your patients. Neither PsychNow nor any of its subsidiaries or affiliates or any third party who may promote the Website and App or Services, or provide a link to the same, shall be liable for any advice requested or provided through the Website and/or App. PsychNow does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that any information, treatment, and/or services provided or delivered via the Website and/or App are solely at your own discretion and risk, and you assume full responsibility for all risks, damages, and losses associated therewith.
Subject to and without limiting the foregoing, PsychNow has no involvement in, and/or responsibility or liability for, your communications with any patients or any third parties (including other providers), even if such communications occur through the Website and App. By way of example only, the Website and/or App may enable you and/or your patients to exchange and execute forms related to medical treatments or services, such as informed consent and/or releases of information. Those forms, and communications related thereto, are by and between you and your patients only (and, if applicable, third parties including other providers), and PsychNow has no involvement in, and/or no responsibility and/or liability for, the form or content of those forms and/or communications related thereto.
The content of the Website and App and the Services, including, without limitation, links to forms (including forms relating to informed consent and/or releases of information), text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical services, advice, diagnosis, treatment, or recommendations of any kind by PsychNow. All information provided by PsychNow, or in connection with any communications supported by PsychNow, is for general informational purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law.
F. Beta Test Agreement
You understand and agree that the Website/App is in various stages of prerelease development and testing. Accordingly, the Website/App may contain errors, bugs and other problems which could cause failure of the hardware or software used in connection therewith, and the testing and quality assurance of the Website/App may not yet be completed. Because the Website/App is subject to change, PsychNow reserves the right to alter the Website/App at any time, and any reliance on the Website/App is at Provider’s own risk. MOREOVER, BECAUSE THE WEBSITE/APP IS IN PRERELEASE STAGE, PSYCHNOW CANNOT PROVIDE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE/APP AND ANY OF THE COMPONENTS THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The foregoing is all provided “AS IS” and Provider agrees to assume all liability associated therewith, and will hold harmless PsychNow, its employees, officers, directors, agents, and representatives, from and against any and all damages relating to the purchase, installation and use of (or inability to use) the Website/App. All other provisions of this Agreement apply, and are incorporated in, this Beta Test Agreement, including without limitation Sections XIII, XIV, XV, and XVI of this Agreement.
VIII. SCOPE OF WEBSITE/APP SERVICES
The scope of service of each Party shall be as defined below with the role of PsychNow being primarily to present the list and details of Providers to the Patients and to enable the Patients to contact Providers to receive information and/or estimates for the Healthcare Services proposed or offered by Providers.
The specific obligations of each Party shall be as follows:
Duties and obligations of Provider:
(a) General
Provider shall
Provide competitive rates for the Healthcare Services for Patients referred through PsychNow;
Provide Patients with timely and accurate information regarding the Healthcare Services and any attendant risks;
Maintain as confidential and keep secure all information regarding a Patient and any other information received from PsychNow, and not disclose or use any information regarding a Patient or any other information received from PsychNow other than for the purposes of this Agreement or the provision of the relevant Healthcare Services;
Comply with all applicable cybersecurity, privacy, and other laws and regulations so far as they relate to Provider's collection of Patients’ personal and health information, including without limitation personally identifiable information (“PII”) and personal healthcare information (“PHI”) (PII and PHI are collectively referred to herein as “Personal Data”);
Have no objection to the display of its name on any advertisement or publicity material;
Provide up-to-date information of Provider, specialties, Doctors and Doctor profiles to PsychNow at all times. Updates can be either made directly by Provider, or sent over by email to PsychNow, in which case Provider fully authorizes PsychNow to update and/or edit/remove information on the profile on its behalf. Provider authorizes PsychNow to make updates and/or any edits/removals on their profile as PsychNow directly finds updated information, and also to add other information about PsychNow’s complementary collaborators;
Not make derogatory remarks about PsychNow or its business model and not do anything which has the effect of disparaging the image of PsychNow in the eyes of the public in general;
Extend maximum co-operation to PsychNow for the fulfillment of the objectives and purpose of this Agreement;
Provide PsychNow with a list of Patients (or at least the number of Patients by specialty, as the case may be) who have visited Provider by PsychNow’s referral, at the end of each month. For this purpose, PsychNow has already ensured Patients’ express consent through its registration procedures and policies. In case Provider is still unable to deliver the data as requested for any reason, it will provide PsychNow with the relevant statistical data; and
Be responsible for informing its employees/consultants that their profiles will be added to the Website/App.
(b) Restrictions
Provider shall not use the Website/App to:
Post, publish or transmit any information that violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, violent, vulgar, obscene, profane, hateful, or racially or ethnically or otherwise objectionable, such as images or content that is obscene, sexually explicit or contains nudity, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction;
Encourage, conduct activity that is criminal, would give rise to civil liability or would otherwise violate any law;
Impersonate a person or entity or falsely state their affiliation with a person or entity;
Upload, post, transmit or otherwise make available any information that infringes the rights of another party including but not limited to trademark, copyright and other intellectual property rights;
Transmit or otherwise make available any material on or via the Website/App that contains software viruses or any other computer code, files designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Use any automated scripts or “robots” to access, copy, or manipulate any content provided on this Website/App;
Engage in denial of service attacks upon the servers that publish this Website/App; and/or
Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Duties and obligations of PsychNow:
PsychNow may:
Send information to Patients, including information related to Healthcare Services and other Providers Refer
Patients to Provider for Healthcare Services;
Promote co-operation to Provider for the fulfillment of the objectives and purpose of this Agreement;
Not make derogatory remarks about Provider; and/or
Not do anything which has the effect of disparaging the image of Provider in the eyes of the public in general.
Subject to and without limiting the foregoing, PsychNow makes no representation that the usage of the Website/App, or the content provided herein, will not violate the laws of your local jurisdiction. You are responsible for complying with the laws of your jurisdiction. Do not use this Website/App if such usage violates the law of the jurisdiction in which you reside. We reserve the right but are not obligated to limit access to our services to any entity, in any geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of services and investments are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any service at any time.
IX. SCOPE OF WEBSITE/APP SERVICES
Ratings: Provider may receive a rating from Patients, from 1 to 5 stars. Ratings provided by the Customer will automatically be posted on the Website/App.
Feedback: Together with the rating, PsychNow may allow submission of feedback about Provider. Provider hereby understands and agrees that PsychNow has the unrestricted right to decide whether to post and display the feedback in any way or form as considered appropriate by PsychNow. PsychNow may also consider Provider’s input when deciding whether to publish or remove feedback from the Website/App. Also, Provider hereby agrees and understands that PsychNow may collect additional feedback directly from the Patients or from any third party. Providers are not permitted to allow associates or staff to provide Ratings or Feedback.
Reviews: PsychNow reserves the right to post third party reviews about Providers, such as Google Reviews, Facebook reviews, and reviews submitted by third party partners.
Provider also indemnifies and agrees to hold harmless PsychNow and its shareholders, officers, directors, employees and affiliates from and against all and any claims, damages, costs, suits, judgments, decrees, loss of profit, business and/or goodwill and expenses (including reasonable legal fees), based upon, relating to, or arising out of a posting and displaying of such ratings, feedbacks or reviews collected as per the specification of this clause.
X. PAYMENTS FOR HEALTHCARE SERVICES
PsychNow shall not, in any manner whatsoever, be responsible or liable for any payments to Provider in relation to the Healthcare Services for Patients.
XI. INDEPENDENT CONTRACTOR
Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely to carry out the provisions of this Agreement.
XII. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Each Party represents and warrants to the other Party that:
it has the right, power, and authority to enter into this Agreement and perform the acts required of it herein;
the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound;
it shall take utmost care in maintaining the confidentiality of the information received from each other and shall ensure that the same is not misused by its staff or representatives in any manner whatsoever. Further, the Parties shall be responsible for the breach of confidentiality obligations of its staff or representatives; and
this Agreement will constitute a legal, valid and binding obligation on each Party till its termination by the Parties herein.
B. Provider represents and warrants that:
Provider has and will maintain the necessary credentials/licenses/approvals to perform medical services at the designated hospitals/clinics, and to perform Healthcare Services for its Patients at any location, as the case may be, and that the performance of the same is not in violation of the provision of any law in the jurisdiction where it is present;
the doctors and other staff of Provider are well-qualified and adequately trained to provide the Healthcare Services;
Provider shall take all necessary precautions to ensure the well-being of the Patient while the Patient is in its care and custody;
Provider has adequate infrastructure, facilities and staff to take care of the Patient while the Patient is rendered the Healthcare Services by Provider; and
Provider will delegate administrators to access and update information on the Website/App on behalf of Provider and to receive inquiries submitted on the Website/App. Provider claims responsibility and liability for any information provided by the administrator or usage of the Website/App by the delegated administrator. Provider is responsible for ensuring that the administrator contact information is accurate and for responding to Customer inquiries forwarded by PsychNow.
XIII. PERSONAL DATA
Provider hereby acknowledges that it may receive Patients’ Personal Data including without limitation PII and PHI. Provider represents and warrants that it will, at all times during the use of the Services and thereafter, comply with all applicable local, federal, and international laws that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Personal Data.
PsychNow will treat Personal Data relating to Provider and patients in accordance with its Privacy Policy, which is linked here – www.PsychNow.Privacy Policy – and incorporated by reference herein.
XIV. DISCLAIMERS AND WARRANTY EXCLUSIONS/LIMITATIONS
THE WEBSITE/APP AND ANY INFORMATION SET FORTH THEREIN IS PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE WEBSITE/APP OR THE INFORMATION ON THE WEBSITE/APP, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. PSYCHNOW DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE WEBSITE/APP. PSYCHNOW WILL USE REASONABLE EFFORTS TO ENSURE THAT THE WEBSITE/APP AND SERVICES ARE AVAILABLE BUT DOES NOT GUARANTEE OR WARRANT THAT THEY WILL BE CONTINUOUSLY AVAILABLE OR FREE FROM INTERRUPTION.
YOU ACKNOWLEDGE THAT PATIENTS HAVE ACCESS TO THE WEBSITE/APP. SUCH PATIENTS HAVE COMMITTED TO COMPLY WITH THE APPLICABLE TERMS & CONDITIONS AND WITH OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SYSTEM; HOWEVER, THE ACTIONS OF SUCH PATIENTS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE WEBSITE/APP RESULTING FROM ANY PATIENT’S ACTIONS OR FAILURES TO ACT.
XV. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL PSYCHNOW BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE DAMAGES OR LIABILITIES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PSYCHNOW’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY FEES RECEIVED BY PSYCHNOW FROM YOU IN THE PRECEDING SIX MONTHS. YOU AND PSYCHNOW AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND PSYCHNOW.
XVI. RELEASE
YOU HEREBY RELEASE AND HOLD HARMLESS PSYCHNOW AND PSYCHNOW’S OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS AND LICENSEES FROM AND AGAINST ALL CLAIMS THAT YOU HAVE OR MAY HAVE AGAINST THEM FOR INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, DISPARAGEMENT, PERSONAL INJURY, PROPERTY DAMAGE, NEGLIGENCE AND/OR ANY OTHER LEGAL THEORY ARISING FROM OR IN CONNECTION WITH THE WEBSITE, THE APP, THE PRODUCTS OR SERVICES (INCLUDING YOUR HEALTHCARE SERVICES) OFFERED OR PROVIDED ON OR THROUGH THE WEBSITE AND/OR THE APP, AND/OR THE RIGHTS AND PRIVILEGES GRANTED OR CONVEYED BY YOU UNDER THESE TERMS OF USE.
XVII. IDEMNIFICATION
Provider shall indemnify, hold harmless and defend PsychNow and its shareholders, officers, directors, employees and affiliates from and against all and any charges, claims, damages, costs, suits, judgments, decrees, losses, expenses (including attorneys’ fees), penalties, demands liabilities and causes of action, of any kind or stature (collectively, “Claims”) asserted by third parties, based upon, relating to, or arising out of a breach or claimed breach or failure of any of the covenants, representations or warranties under this Agreement.
Provider shall also indemnify, hold harmless and defend PsychNow and its shareholders, officers, directors, employees and affiliates for any Claims relating in any manner to (a) any unlawful disclosure of Patient information (including without limitation Personal Data, PII, and PHI), and (b) damage, death, injury, other mishap or any complications that require additional treatment suffered by the Patient due to the actions/inactions (including without limitation alleged negligence) of Provider and/or its staff in the performance of the Healthcare Services.
It is expressly clarified that PsychNow is not obligated to indemnify, hold harmless or defend Provider from Claims asserted by a Patient or any third party arising from or relating in any manner to Provider’s Healthcare Services.
XVIII. CONFIDENTIAL INFORMATION
The Parties agree to maintain and hold in strictest confidence, confidential information with respect to the affairs of each other. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Parties including, but not limited to, this Agreement and its terms thereof, the Arrangement between the Parties, the business model of PsychNow and its working methodology, Patient Data, research, product plans or other information regarding either Party’s products or services and markets therefore, customer lists and Patients, finances or other business information. The Parties shall however be permitted to disclose the Confidential Information of the other Party to Provider and/or the Patient to the extent required for the purpose of this Arrangement.
Provider also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of Patient Data. Any breach of security or unlawful disclosure of Patient Data shall be reported to PsychNow within two (2) days of the learning of such breach or disclosure and shall be a ground for termination of this Agreement.
It is clarified that PsychNow shall not be responsible for any claim arising under this Section XVI due to breach of confidentiality by Provider, and Provider shall be liable to indemnify PsychNow for any losses arising as a result of the same.
The provision on confidentiality under this Section XVI is binding and shall survive the termination of this Agreement.
XIX. TERMINATION
Termination With Cause
Either Party may terminate this Agreement if: (1). the other Party commits a breach of any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of the same; and/or (2) the other Party becomes the subject of a petition in bankruptcy or any voluntary/involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors.
Termination Without Cause
Either Party may terminate this Agreement without cause and at will, after giving 60 days’ prior written notice of the same to the other Party. PsychNow may terminate this Agreement immediately if it determines in its sole discretion that the Healthcare Services provided by a Provider are inconsistent with generally accepted practices or standards, regardless of whether they are legal in Provider’s jurisdiction.
XX. DISPUTE RESOLUTION AND GOVERNING LAW
Any claim, controversy, difference or dispute between the Parties shall be attempted to be resolved through mutual negotiations within a period of 30 days from the date of such dispute arising.
You and PsychNow agree that any dispute, claim, or controversy, whether based on past, present or future events, arising out of or relating to: these Terms of Use and prior versions thereof (including the breach, termination, enforcement, interpretation, or validity thereof); the Website/App and/or App; any content currently or previously available on or through the Website/App and/or App; any Products or Services; your relationship with PsychNow; your Patient Data; payments made by you or any payments made or allegedly owed to you; any promotions, benefits, or other offers; and any other federal and state statutory and/or common-law claims (collectively, “Disputes”) will be resolved by binding arbitration in accordance with the below, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction (which shall be exclusively in the state or federal courts located in Chicago, IL, to which you waive any objection based on the absence of personal or subject-matter jurisdiction) to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data or copyrights, trademarks, trade secrets, patents or other intellectual property rights. All disputes concerning the arbitrability of any Disputes (including disputes about the scope, applicability, enforceability, legality, revocability, or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided herein.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU AND PSYCHNOW ARE EACH WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ANY AND ALL DISPUTES, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU AND PSYCHNOW ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS, COLLECTIVE, OR CONSOLIDATED PROCEEDING. Further, unless you and PsychNow otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class, collective, consolidated, or representative proceeding.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879 or any subsequent applicable telephone number. The Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this Arbitration Agreement. It is your intent that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of Illinois. This Agreement governs to the extent it conflicts with the AAA Rules or FAA.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration and a separate form for California residents at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Illinois, and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and PsychNow otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and PsychNow submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
XXI. FORCE MAJEURE
You understand and acknowledge that the Website/App may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of PsychNow’s control, and thus PsychNow will not be responsible for any delays, failures, or damages associated with the Website/App that may result from any system delays, downtimes, interruptions or other failures of or problems with the Website/App that are outside our control. We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, epidemic, pandemic, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
XXII. ADDITIONAL PROVISIONS
Notice. Unless otherwise expressly stated in these Terms of Use, PsychNow may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Website/App or the App, as applicable, by email to the email address associated with your User Account, or by posting to your User Account, and such notice(s) shall be deemed effective as of their stated effective dates.
Severability. In the event that any of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use and other applicable policies of PsychNow, including, but not limited to, its Privacy Policy, constitute the entire agreement between PsychNow and you pertaining to the subject matter hereof, and supersede all prior or contemporaneous agreements between you and PsychNow.
Assignment. You may not assign, transfer, or delegate these Terms of Use or any part hereof without PsychNow’s prior written consent. PsychNow may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder in its sole discretion. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.
No Third-Party Rights. Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, PsychNow and its affiliates. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, PsychNow, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, PsychNow, and its affiliates.
Copyright/Trademark Information. Copyright ©2024 PsychNow All rights reserved. All trademarks, trade names, logos, copyrights, and service marks (“Marks”) displayed on the Website/App are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.
Survival. Termination of this Agreement will not terminate, affect, or impair any rights, obligations, or liabilities of either Party, which may accrue prior to such termination or those provisions which by their sense and context should survive shall survive any termination or expiration of this Agreement.
Non-Solicit. During the Term of this Agreement, Either Party will not, without the other Party’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of the other Party or its affiliates to terminate employment with, or cease providing services to, the other Party or its affiliates.
Waivers. No Party will be deemed to have waived any of its rights, powers or remedies hereunder unless that Party approves such waiver in writing.
Entire Agreement. This Agreement, including any and all attachments/Exhibits hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH SHALL BE ENFORCEABLE ACCORDING TO ITS TERMS AND THE FEDERAL ARBITRATION ACT.
