OCDfeat – Provider Terms of Service
Last Updated: July 10, 2024
These Terms of Service (“Terms of Service”) govern your use of OCDfeat Inc.’s web-based software application to help with the tracking and treatment of Obsessive Compulsive Disorder (OCD) outside of a clinic setting (the “Service”), as described in more detail at the website located at www.OCDfeat.com. As used elsewhere in these Terms of Service, the Service includes our device and web-based companion application for use directly by patients (the “Application”).
OCDfeat, Inc. is referred to throughout these Terms of Service as OCDfeat, “us”, “ours”, or “we”. For purposes of these Terms of Service, “you” and “your” means you as the user of the Service. If you are entering into these Terms of Service on behalf of an entity (such as a medical practice, company, firm, partnership, or any other organization type), you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean such entity. Such entity will be legally and financially responsible for use of the Service and Site by anyone affiliated with such entity, including employees, agents, and contractors.
By using the Service, you agree to accept all of the provisions of these Terms of Service and represent to us that you are at least 18 years of age and legally competent to enter into and agree to these Terms of Service and, if applicable, that you have the authority to bind any entity that you represent to these Terms of Service.
The Service is not designed or intended to appeal to minors and we do not knowingly collect information from children under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us at admin@OCDfeat.com so we can promptly delete that information. If you do not agree to these Terms of Service, you may not use the Service.
The Service is currently available only to individuals who reside in the United States. If you reside outside the United States, then you are not authorized to use the Service.
These Terms of Service describe your responsibilities, our liability, and the liability of third parties related to the Service. All users of the Service must accept and comply with the terms and conditions set forth in these Terms of Service. If you have any questions regarding these Terms of Service, please contact us via email at admin@OCDfeat.com.
1. CHANGES TO THESE TERMS.
We reserve the right to modify the Terms of Service at any time in our sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Service after the posting of such modified Terms of Service shall be deemed to indicate your agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Service.
2. RIGHTS GRANTED
a. By us. Subject to your ongoing compliance with these Terms of Service, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable, limited right during the Term (as defined in these Terms of Service) to access and use the Service, to invite your patients, employees, and other individuals (the “Authorized Users”) to access and to use, as the case may be, the Service and/or the Application, for your patient care and other internal business purposes.
b. Changes. To comply with applicable law, or to maintain or enhance economy, efficiency, or effectiveness, we may modify any component of the Service. If a modification results in a materially adverse impact to your use of the Service, we will notify you as soon as practicable, if possible, we will notify you before the change goes into effect.
3. USER ACCOUNT
To access and use any features of the Service, you are required to open an account (“Your Account”) by registering with us. When you register for Your Account you must provide true, accurate, current and complete information, and you agree to update the account information in order to ensure that it is current.
As a condition of being permitted to open a User Account, you represent that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are a licensed healthcare provider; (iii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iv) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
You are responsible for maintaining the confidentiality of your passwords and for all of your activities and those of any third party that occur through your User Account, whether or not authorized by you. You agree to immediately notify us of any suspected or actual unauthorized use of your User Account. You agree that we will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your passwords.
4. GENERAL CONDITIONS
a. Application Availability and Support. We will make the Service available, and provide related email customer support, to you and Authorized Users subject to the terms, conditions, and restrictions in these Terms of Service.
b. Technical Support. We will provide technical support to you during regular business hours (9:00 AM – 5:00 PM Central Time), Monday thru Friday, excluding United States federal holidays, via an email sent to support@OCDfeat.com which includes sufficient information for us to diagnose and begin troubleshooting the reported issue.
c. Authorized Users. Except as otherwise described in this Section, your Authorized Users are subject to the terms of these Terms of Service, including but not limited to Section 6 (Acceptable Use). Additionally, the Application has patient-facing functionality that you may provide to Authorized Users who are current patients of your providers or organization. Once you invite a patient to access the Application, such patients will be considered “Patient Users”, for the purposes of these Terms of Service. Patient Users will be required to agree to our “OCDfeat Patient Terms of Service”, available at https://ocdfeat.com/terms, which we may update from time-to-time at our sole discretion. We may suspend or revoke access to the Application of any Authorized User if we reasonably determine that he or she has breached the terms of these Terms of Service or the OCDfeat Patient Terms of Service that we maintain for Patient Users. As used in these Terms of Service, Authorized Users include, without limitation, Patient Users.
d. No Professional Advice. The content available through the Service is for informational, personal and educational purposes only, and is not a substitute for the professional judgment of a qualified healthcare professional in diagnosing and treating patients. We do not, through the Services or any other available products or services, provide medical advice, nor do we provide medical prescriptions, treatments, or diagnostic services.
5. YOUR OBLIGATIONS
a. General. You are solely responsible for selecting and inviting potential Authorized Users to access and use the Service. From time to time, we may reach out to your Authorized Users as required to provide the Service. Notwithstanding anything to the contrary in these Terms of Service, you understand that the restrictions and limitations on you in these Terms of Service apply to your Authorized Users, and you agree that you are responsible for the acts and omissions of your Authorized Users as though they were your acts and omissions, with the understanding that we will not seek to hold you responsible for the actions of Patient Users unless you interfere with our efforts to ensure that Patient Users comply with the OCDfeat Patient Terms of Service.
b. Your Support Responsibilities. You will designate qualified personnel to coordinate and execute use of the Service by you and your Authorized Users. Benefits of using the Service, as well as your internal success metrics for use of the Service, depend on your timely and effective decision-making. We are not responsible for any consequences to you of any delays or costs resulting from your inability to provide staff, decisions, and information in a timely and effective manner.
c. Intellectual Property Protections. Between you and us, you agree that the Service and all ideas, inventions, modifications, features and functions related to or arising from the Service, including all derivative works and feedback related to any of the foregoing, together with all associated intellectual property rights, are our sole and exclusive property. Works of authorship created by us in providing the Service to you are not “works made for hire” as defined in U.S. Copyright law. Other than the limited license expressly provided in these Terms of Service, no other license, title, interest or other right, however described, is granted to you by implication or otherwise with respect to any of our Intellectual Property Rights. Nothing in these Terms of Service transfers or assigns to you any of our Intellectual Property Rights, whether to the Service, or to our trademarks, trade dress, logos, brands, insignia, or otherwise. If you learn of any violation of this Section, or of Section 6 (Acceptable Use) of these Terms of Service, or the OCDfeat Patient Terms of Service by your Authorized Users, or by any other person authorized by you or on your behalf, you will promptly notify us and provide us with reasonable assistance in taking all necessary steps to end the violation.
6. ACCEPTABLE USE
You and any of your Authorized Users shall not enable or encourage any third-party to:
a. translate, reverse engineer, decompile or disassemble the Service, except to the extent that applicable law explicitly prohibits this contractual restriction;
b. use or permit the use of the Service in violation of any international, federal, state, or local laws, statutes, rules, regulations, or ordinances;
c. defeat, circumvent or disable any copy protection mechanism or mechanism in the Service used to limit use duration or access to excluded functionality or capacity;
d. interfere with or disrupt the integrity or performance of the Service, or any data contained therein;
e. use, access, display and/or run the Service except in accordance with the terms of these Terms of Service and any documentation applicable to the Service that we may provide from time-to-time;
f. except as specifically permitted under the terms of these Terms of Service, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third-party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
g. except as specifically provided under the terms of these Terms of Service, delete or in any manner alter our copyright, trademark, or other proprietary rights notices on the Service;
h. access or use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any third-party, or that violates any applicable law;
i. use the Service for: (i) benchmarking or competitive analysis of the Service; (ii) developing, using, or providing a competing application or service; or (iii) any other purpose that is to our detriment or commercial disadvantage;
j. use the Service in any manner or for any purpose or application not expressly permitted by these Terms of Service.
7. COLLECTION AND USE OF DATA
a. Application Data. For the purposes of these Terms of Service, “Application Data” means any data submitted to, or collected by the Service from you or your Authorized Users. Without limiting the generality of the definition of Application Data, you agree that Application Data includes, without limitation: (i) demographic data collected from, or entered into the Service by, you or your Authorized Users as a result of their use of the Service (“User Data”); (ii) data created by or collected specifically from Patient Users related to the health condition(s) tracked or managed by the Application (“Patient Data”); and (iii) Derived Data, as defined in more detail below.
b. General. The Service is cloud-based software, meaning it relies on an internet connection to exchange data and that such data will be stored and processed remotely on third-party servers we control. Accordingly, you grant us for the duration of the Term and following the termination or expiration of the Term for any reason, the right to use, copy, transmit, modify, display, and store Application Data for the purposes of providing the Service and its functionality to you and your Authorized Users, for the performance of our legal responsibilities as set forth in these , and to use and process Application Data for additional purposes set forth in this Section.
c. Additional uses of Application Data. In addition to the foregoing, you agree that we may, without limitation, use Application Data for any of the following purposes:
i. To share with third-party service providers that we engage to host, support, and provide functionality included in the Service;
ii. To share with other users of the Application or with third parties that you may interact with as a result of your use of the Service;
iii. For troubleshooting, research, product development, the development of analytics, insights, or other non-customer specific uses of data, including commercialization of any of the foregoing;
iv. To create Derived Data (as defined below) that may be used and commercialized for lawful purposes; and
v. For any other lawful purpose.
d. Business Associate Agreement. In order to support the Service, Patient Users share directly with us, Patient Data that may meet the definition of Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). In order to comply with HIPAA requirements, the parties agree to enter into our Business Associate Agreement, available at [[LINK TO BAA]]. The Business Associate Agreement will be subject to, and form an integral part of these Terms of Service. For the avoidance of doubt, any Business Associate Agreement entered into by the parties will only apply to Patient Data, as defined in these Terms of Service, and not to any other category of Application Data.
e. Derived data. In addition to our uses of Application Data, you also understand that use of the Service by you and your Authorized Users may result in the creation of data that is derived from or generated as a result of use of the Service by you and your Authorized Users (“Derived Data”). Derived Data includes but is not limited to: (i) Service usage and performance statistics, (ii) in-Application activity metrics; (ii) information de-identified from Application Data (including Patient Data de-identified in accordance with HIPAA); (iii) information collected or created by the Service resulting from an Authorized User’s interaction with the Service; and (iv) other information derived from our analysis of Application Data. You agree that we may use and disclose Derived Data in any lawful manner, but only if such disclosure leaves no reasonable basis to identify you or any individual as the source of the Derived Data. We own Derived Data and information derived from it and may retain such Derived Data and information after the Term ends.
f. Patient User Continuity. Because the Application is patient-facing, and is available for use by the general public, you understand that Patient Users have a right to continue to use the Application if they end their relationship with your organization. Therefore, in order to support Patient Users’ rights to continue to have access to any Application Data they create during the course of their use of the Application, you agree that we may, at the request of any Patient User, or with consent from any Patient User collected at our discretion upon the expiration or termination of the Term, create and use a copy of that Patient User’s Patient Data for the purposes of continuing to provide the Application to that Patient User outside of the scope of your use of the Service, for example, if that Patient User is no longer associated with you, but wishes to continue to use the Application for their own purposes (“Continuity Data”). Such Continuity Data will no longer be considered Application Data for the purposes of these Terms of Service and instead will be subject solely to the OCDfeat Terms of Service agreed to by the Patient User.
8. PAYMENT
To use the Service, you must provide one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party.
All Service fees, and the duration of your use of the Service (the “Term”) are provided on our website (https://OCDfeat.com/pricing), which may be updated from time to time. Service fees owed for the Term of your use of the Service are due in full, and we will charge your Payment Method accordingly, when you purchase access to the Service, and at the start of each subsequent billing cycle. You must cancel Your Account before the selected Term renews in order to avoid billing of the Service fees for the next billing cycle to your Payment Method.
You authorize us to charge any Payment Method associated with Your Account in case your primary Payment Method is declined or no longer available to us for payment of your Service fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
You can update your Payment Methods by going to the “Account” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
9. TERM AND CANCELLATION
a. The Term will continue and automatically renew for equivalent billing cycles until terminated. Unless otherwise agreed by you and us in writing referencing these Terms of Service, the Service fees applicable to each renewal of the Term will be our standard Service fees, as applicable, as of the time of renewal, which we may update from time-to-time in our sole discretion.
b. You may cancel your use of the Service at any time by opting out of renewal of the Term at any time by either notifying us in writing, or canceling Your Account prior to the end of the then-current Term. Such cancellation will be effective as of the last day of the then-current term.
c. We may cancel your use of the Service at any time by notifying you in writing of our intent to cancel your use of the Service with 30 days’ notice. Such cancellation will be effective as of the last day of the then-current term following the expiration of the 30-day notice period. You will be responsible for any Service fees owed based on your use of the Service during the notice period.
d. Either party may also terminate your use of the Service for cause at any time by written notice if (i) the other party fails to remedy a material breach within 30 days’ written notice, (ii) effective immediately upon written notice if a party’s material breach is incapable of cure, or (iii) if the other party ceases actively doing business, begins winding up its business, or bankruptcy or insolvency proceedings are begun by or against such party and not promptly dismissed.
e. Except where you have terminated your use of the Service due to our material breach of these Terms of Service (in accordance with Section 9(d) above), if you terminate your use of the Service or cancel your account before the end of your then current Term, no refunds or credits for Service fees or other fees or payments will be provided.
f. If you breach any of the terms of these Terms of Service, all licenses granted by us, including permission to use the Service, will terminate automatically. Additionally, we may suspend, disable, or delete your access to the Service (or any part of the foregoing) with or without notice, for any or no reason. If we revoke your access to the Service for any suspected breach of these Terms of Service by you, you are prohibited from re-registering for the Service under a different name. In the event we revoke your use of the Service, we may, but are not obligated to, delete any of Application Data. We will not be responsible for the deletion of (or failure to delete) Application Data. All sections which by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Service by us or you. Termination will not limit any of our other rights or remedies at law or in equity.
10. WARRANTIES, INDEMNIFICATION & LIMITATION OF LIABILITY
a. Error Correction. We warrant that if you notify us that the Service contains a reproducible error or defect in the Service’s code resulting in failure of the Service to operate or produce output substantially as described in our user manuals or other documentation, and that materially and adversely affects the Service (a “Substantive Program Error”), and such notice refers to this section or states that you are making a warranty claim, then we will, at our expense correct or provide a reasonable workaround for such error.
If we are unable to provide a correction or reasonable workaround of a properly reported Substantive Program Error, then your exclusive remedy will be to cancel your use of the Service with no further obligation or liability to either party.
b. Disclaimer. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SITE AND/OR SERVICE, INCLUDING YOUR INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE. YOU AGREE THAT USE OF THE SITE AND/OR SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND THE SITE (INCLUDING THE USE, PERFORMANCE AND SUPPORT OF THE SITE AND/OR SERVICE), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT (I) THE SERVICE OR THE SITE WILL MEET YOUR REQUIREMENTS, (II) OPERATION OF THE SERVICE AND THE SITE WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT THE SERVICE AND THE SITE WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (IV) DEFECTS IN THE SERVICE OR THE SITE WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY US OR OUR AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
c. Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
d. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF SERVICE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICE OR THESE TERMS OF SERVICE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE SERVICE OR OUR PERFORMANCE UNDER THESE TERMS OF SERVICE, WILL IN NO EVENT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR YOUR USE OF THE SERVICE IN THE TWELVE MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
e. Force Majeure. A party is not liable under these Terms of Service for delay in performance or non-performance caused by events or conditions beyond the party’s reasonable control, including acts of God, fire, war, terrorism, third party criminal acts, any law or governmental regulations, or labor dispute, and the period of performance will be deemed extended to reflect such delay as agreed by the parties.
f. Indemnification. By entering into these Terms of Service and using the Service, you agree that you shall defend, indemnify and hold us, our licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any demand, action, or liability, however described, and related expenses, costs, and attorney fees (a “Claim”) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Service or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Site and/or Service; (d) your negligence or willful misconduct; or (e) health care decision-making, patient care, or treatment outcomes. For the purposes of this Section 10(e), we shall be required to provide prompt notice of any Claim and reasonably cooperate with your defense. You will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: (i) if you fail to assume the defense on time to avoid prejudicing the defense, we may defend the Claim, without loss of rights pursuant to this section, until you assume the defense; and (ii) we will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that we admit wrongdoing or liability or subjects us to any ongoing affirmative obligation. Your obligations set forth in this section will be excused if either of the following materially prejudices the defense of a Claim: (A) our failure to provide prompt notice of the Claim; or (B) our failure to reasonably cooperate in the defense of the Claim.
11. GENERAL PROVISIONS
a. Subcontractors. We may use one or more subcontractors or other third parties to perform our duties under these Terms of Service so long as we remain directly responsible to you for all of our obligations.
b. Data Processors. In addition to the right to subcontract set forth in Section 11(a), you agree that we may engage providers of hosting co-location and computing infrastructure related services for portions of the Service, or to provide certain functionality embedded into the Service. We shall retain full responsibility for the performance of our obligations under these Terms of Service, including any obligations we perform through sub-processors, and that the use of any sub-processors by us shall not relieve or release us from any of our obligations under these Terms of Service. Subject to our compliance with all of the obligations set forth in this Section 11(b) with respect to sub-processors, you agree that we may engage new or additional sub-processors for portions of the Service without further notification or approval from you, except as required under applicable law. You understand that our use of sub-processors may require compliance by you of certain additional legal terms. Our sub-processors include:
i. Auth0 (user authentication): https://auth0.com/web-terms
ii. Firebase (web application development): https://firebase.google.com/terms/
iii. Stripe (online payment processing): https://stripe.com/legal/ssa
iv. Amazon Web Services (cloud hosting): https://aws.amazon.com/terms/
v. Sendgrid (customer communications): https://www.twilio.com/en-us/legal/tos
c. Equitable Relief. You understand a breach or threatened breach of these Terms of Service may cause us irreparable harm and that monetary damages will be inadequate to compensate for such harm. In addition to any other remedies available in law, equity, or otherwise, you agree that we are entitled to seek equitable relief to enjoin the conduct by you or your Authorized Users that is in breach of or threatens to breach these Terms of Service, without notice, bond, or a requirement to prove damages.
d. Feedback. You grant us a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Service, suggestions, enhancement requests, recommendations or other feedback we receive from you.
e. Assignment. You may not assign your rights, responsibilities or obligations under these Terms of Service to a third-party without our prior, written consent. Any attempted assignment in violation of this section is void.
f. Relationship. Our relationship to you is strictly as an independent contractor. Neither party has the agency or authority to bind the other party or direct or control the other party’s performance. No third-party beneficiaries are intended or created by these Terms of Service.
g. Severability. If any provision of these Terms of Service is held to be unenforceable and severable from these Terms of Service, no such severability will be effective if it materially changes the economic benefit to either party.
h. Governing Law, Venue. These Terms of Service will be governed by and enforced under the laws of Wisconsin without reference to its conflict of laws provisions. Any action arising under these Terms of Service must be brought exclusively in the state or federal courts in Dane County, Wisconsin, and the parties irrevocably consent to the jurisdiction of such courts.
i. Notices. Notices required or permitted by these Terms of Service must be written and given to the party by hand delivery, certified mail, return receipt requested, or overnight delivery.
j. Export Laws. You agree that you will not export or re-export, directly or indirectly the Service and/or other information or materials provided by us under these Terms of Service, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
k. U.S. Government Restricted Rights. The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms of Service.
l. Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms of Service by any authority.
m. Miscellaneous. These Terms of Service, together with all materials referenced and/or linked to herein, represent the entire agreement between the parties regarding their subject matter and supersede prior or contemporaneous representations or agreements about such matters. These Terms of Service may not be modified except by a written agreement signed by the parties. The parties represent that he, she or they are authorized legally bind themselves to these Terms of Service.