This Website Terms of Use Agreement (the “Agreement”) is entered into by and between Accountability Today LLC, a Utah limited liability company (“Accountability Today”), and the user (“User”) of Accountability Today’s website www.accountabilitytoday.org  (the “Site”). This Agreement governs the use of the products, services, and community forums, if any, provided by Accountability Today to User (collectively, the “Services”). If User is, or is employed by, a direct competitor to Accountability Today, Accountability Today reserves the right to disallow User’s access to the Services.

1.    Eligibility. User agrees and acknowledges that the Site is operated for individual users who are at least thirteen (13) years old, and Accountability Today never requests personally identifiable information from anyone under the age of thirteen (13).  User represents and warrants that he or she is thirteen (13) years old or older and shall not provide any personal information in violation of the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501 through 6506.  If a parent or legal guardian knows that its child has provided personally identifiable information and such child is under the age of thirteen (13), the parent or legal guardian should immediately contact Accountability Today by email ryan@accountabilitytoday.org. By agreeing to these Terms, User represents and warrants (i) that User is at least thirteen (13) years of age; (ii) that if User is a minor, User has his/her parents’ or legal guardians’ express permission to use the Site and pay for any Services offered through the Site; and (iii) that User’s use of the Services is in compliance with any and all applicable laws and regulations.  If Accountability Today has previously removed or suspended User’s account or otherwise terminated User’s use of the Services, User shall not be eligible to use the Services without the prior written consent of the Company, which may be withheld in Accountability Today’s sole discretion.

1.    No Therapy or Medical Advice. USER HEREBY AGREES AND ACKNOWLEDGES THAT ACCOUNTABILITY TODAY DOES NOT PROVIDE IN ANY WAY THERAPY SERVICES, MEDICAL DIAGNOSES, OR TREATMENT. USER FURTHER AGREES THAT THE SERVICES ARE NOT, AND USER WILL NOT USE THE SERVICES AS, A SUBSTITUTE FOR THERAPY, MEDICAL, OR OTHER HEALTHCARE RELATED SERVICES.  RATHER, USER ACKNOWLEDGES THAT THE SERVICES ARE MERELY EDUCATIONAL TOOLS THAT ARE MADE AVAILABLE TO ASSIST USER.  BY USING THE SITE OR THE SERVICES, USER IS NOT ESTABLISHING A DOCTOR-PATIENT RELATIONSHIP OR PSYCHOTERAPIST-CLIENT RELATIONSHIP, AND COMMUNICATIONS BETWEEN USER AND ACCOUNTABILITY TODAY ARE NOT PROTECTED BY PHYSICIAN-PATIENT PRIVILEGE OR DOCTOR-PATIENT CONFIDENTIALITY.  USE OF THE SITE AND ANY OF THE SERVICES PROVIDED ON THE SITE IS AT USER’S OWN RISK.

1.    Crises or Thoughts of Suicide. USER AGREES AND ACKNOWLEDGES THAT THE SITE IS NOT APPROPRIATE FOR USERS WITH IMPULSES OF SUICIDE, HOMICIDE, OR CRIMINALITY. IF USER IS EXPERIENCING A CRISIS OR HAS THOUGHTS OF COMMITTING SUICIDE, HOMICIDE, OR ANY CRIMINAL BEHAVIOR, USER MUST EXIT THE SITE AND CALL 911 OR A CRISIS LINE, SUCH AS THE NATIONAL SUICIDE PREVENTION LIFELINE AT 1.800.273.8255, IMMEDIATELY.  ADDITIONAL RESOURCES ARE AVAILABLE AT HTTPS://SUICIDEPREVENTIONLIFELINE.ORG/.

1.    Services. Subject to and consistent with Section 2, the Services provided by Accountability Today are comprised only of online educational courses and may contain forums associated with such courses for the sole purpose of helping Users learn skills to cope with stress.  Accountability Today hereby grants to User a license to access and use the Services during the Term, as such term is defined below.  Accountability Today offers educational courses as follows:

·       A La Carte Courses. For all courses other than the free courses described in Section 3.1, Users (“A La Carte Users”) may pay to view such courses on a per-course basis. The fee to view such courses is set forth on the page of the Site associated with the particular course.  Users who pay to view individual courses shall have the right to participate and contribute to the forums, if any, associated with the paid-for courses.  Accountability Today hereby grants to User a worldwide, revocable, non-exclusive, non-transferable right to access and use the portion of the Services for which the User has paid the respective fees.

·       Subscription. Subject to this Agreement, and in consideration of the fees set forth on the Site, Accountability Today will provide to each User who subscribes to such Services on a monthly basis (“Subscriber”) unlimited access to the Services, including but not limited to the right to view all educational courses available on the Site and to participate or contribute on any forum offered on the Site. Accountability Today hereby grants Subscriber a worldwide, revocable, non-exclusive, non-transferable right to access and use the Services during the term that Subscriber is subscribing to the Services and is paying the monthly fees.

1.    Content; Use of the Services; Restrictions; Account Information.

·       Content. A La Carte Users and Subscribers (each, a “Paid User”) may submit content to the Site, which may include but not be limited to, data, information, file attachments, text, images, personally identifiable information, and other content (“User Content”).  Before the submitted User Content is posted on the Site, a moderator will perform a cursory review of the User Content for content that is harassing, threatening, defamatory, obscene, scandalous, inflammatory, pornographic, profane, or clearly offensive.  User agrees that Accountability Today will not allow such User Content to be posted.  Accordingly, User acknowledges that submitting User Content is not a guarantee that the User Content will be posted on the Site.  For purposes of this Agreement, User Content does not include usage, statistical, and technical information related to User Content that does not reveal the actual contents of the User Content.

·       Login Credentials. For Paid Users, the login credentials for the Services may be used only by the Paid User. Each Paid User agrees to promptly notify Accountability Today of any unauthorized access or use of which Paid User becomes aware. Paid User will be responsible for all use and misuse of the Services that occurs under Paid User’s login credentials.

·       Prohibited Use. User will not do any of the following: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable laws; (c) interfere with the Services, disrupt any other user’s access to the Services, or provide anyone access to the Services that are not authorized by Accountability Today; (d) reverse engineer, attempt to gain unauthorized access to the Services, or attempt to discover the underlying source code or structure of the Services; (e) submit to the Services any malware or any unauthorized feature that is designed to alter any software, program, data, device, system or service, or provide unauthorized access to the Services; (f) submit to the Services any User Content that is harassing, threatening, infringing, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane, or is otherwise in violation of federal, state, or local laws and regulations; or (g) use any robot, spider, data scraping tool, extraction tool, or similar mechanism with respect to the Services.

·       Usage Limitations. User’s subscription may be subject to limitations, if any, as set forth on the Site, which may be amended from time to time.

·       Account Information. Paid Users may be required to provide personal information to Accountability Today in connection with the creation or administration of Paid User accounts, including but not limited to, names, email addresses, credit card information, and other profile information associated with a Paid User account (“Account Information”). For purposes of this Agreement, Account Information does not include aggregate or de-identified information compiled from Account Information that does not identify Paid User.  Paid User represents and warrants that Paid User has all rights, permissions, and consents necessary: (i) to provide the Account Information to Accountability Today; and (ii) for the use of the appropriate Account Information within the Services.

1.    User Content; Processing of Data.

·       User Content. User hereby grants to Accountability Today an irrevocable, nonexclusive, perpetual, transferable, royalty-free, and worldwide right to use the User Content on the Site and to promote and advertise the Services in any way.  Accountability Today disclaims any and all liability arising from the User Content, including exposure to content that is potentially offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

·       Processing. User agrees that Accountability Today may (a) process the User Content to make all of the Services available to User; and (b) process the Account Information as necessary to provide the Services, administer its business relationship with User (including for billing, customer support, and product-related communications), and as otherwise set forth in the Privacy Policy.

·       Treatment at Termination. Upon termination of this Agreement, Accountability Today may continue to display User Content on the Site and has no obligation to delete any User Content. Accordingly, User is cautioned to post only the User Content that User wants posted to the Site on a perpetual basis.

·       Ownership. Subject to the license granted in Section 1, User retains all right, title, and interest in and to all User Content. User represents and warrants that it has all rights, permissions, and consents necessary: (a) to submit all User Content to the Services; and (b) to grant Accountability Today the limited rights to process User Content as set forth in this Agreement.

1.    Fees and Payment.

·       Fees. In consideration of the Services, Paid User will pay the fees specified at the time of subscription or purchase of individual courses, as applicable. Accountability Today may amend the fees for the relevant Services from time to time by publishing the revised fees on the Site. All fees are nonrefundable once paid.

·       Payment. User agrees to promptly notify Accountability Today of any changes to its billing information. User authorizes Accountability Today to charge User’s credit card on a recurring basis for all applicable fees and taxes. Accountability Today reserves the right to correct any billing errors or mistakes that Accountability Today identifies even if Accountability Today has already received payment. User agrees to notify Accountability Today about any suspected billing errors or mistakes within thirty (30) days after the relevant invoice or charge date; failure to do so will result in waiver of User’s right to dispute such errors or mistakes.

 

8.    Term and Termination.

 

·       Term. The term (“Term”) for each User will vary based on whether such User is a Subscriber.  For Users who are not Subscribers, the Term of this Agreement will be for the duration of User’s current session in accessing and using the Site and the Services.  For Subscribers, the Term shall commence upon such User subscribing to the Services and remain in effect until terminated by either party upon thirty (30) days’ prior written notice.

·       Termination for Cause; Suspension. Either party may terminate this Agreement immediately if the other party breaches any material provision of this Agreement and fails to cure that breach within thirty (30) days of written notice from the non-breaching party identifying the breach. In addition, Accountability Today may suspend User’s access to the Services immediately if: (a) User fails to make a payment when payment is due; (b) User has (or Accountability Today reasonably suspects that User has) breached Sections 2 or 4.3 or misappropriated or infringed Accountability Today’s intellectual property or proprietary rights; or (c) User has made any false statements or misrepresentations to Accountability Today.

·       Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all rights and obligations of the parties hereunder will cease (except as set forth in Section 7.4 below); and (b) User will not be entitled to any refund of fees.

·       Survival. The following sections will survive termination or expiration of this Agreement: 1 (Processing), 5.3 (Treatment at Termination), 5.4 (Ownership), 6.1 (Fees) (with respect to amounts that are accrued but unpaid as of the effective date of termination), 6.2 (Payment), 7.4 (Survival), 8 (Proprietary Rights), 9 (Confidentiality),11.1 (Authority Warranty), 11.3 (Disclaimer), 12 (Limitation of Liability; Damages Exclusion), 13 (Indemnification), 14 (Notices), 16 (Entire Agreement), and 17 (General).

1.    Proprietary Rights. As between the parties, Accountability Today retains all right, title, and interest in and to: (a) the Services and the technology and software used to provide the Services, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding User Content and Account Information) made available through the Services. Except for the licenses as set forth in this Agreement, this Agreement does not convey any of Accountability Today’s intellectual property or proprietary rights to anyone, including User. User agrees that Accountability Today will have a perpetual right to use and incorporate any feedback or suggestions for enhancement that User provides to Accountability Today regarding the Services without any obligation of compensation and that User shall not have any claim on any of Accountability Today’s intellectual property resulting from Accountability Today incorporating any feedback or suggestion to any of the Services.

1.    Confidentiality of Accountability Today Information.

·       Accountability Today Confidential Information. “Confidential Information” means all non-public, proprietary business, technical, legal, or financial information disclosed to or learned by User in connection with the business relationship between the parties which Accountability Today has identified as confidential at the time of disclosure, including but not limited to, any education course whether such course is free to User, or that, based on the nature of the information or circumstances surrounding disclosure, User should treat as confidential. Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to User; (b) information that becomes generally known to the public (other than through a breach of this Section 9 by User) after disclosure to User; (c) information that was in User’s possession free of any obligation of confidentiality prior to disclosure by Accountability Today; (d) information that is rightfully received by User from a third party without any restriction on disclosure; or (e) information that was independently developed by User without reference to or use of Accountability Today’s Confidential Information. All Confidential Information is provided “AS IS.” ACCOUNTABILITY TODAY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.

·       Use and Disclosure of Confidential Information. User: (a) will not use Confidential Information for any purpose except in connection with this Agreement; (b) will not disclose, give access to, or distribute any of the Confidential Information to any third party, except to the extent expressly authorized in a separate written agreement signed by Accountability Today; and (c) will take reasonable security precautions (which will be at least as protective as the precautions User takes to preserve its own confidential information of a similar nature) to keep the Confidential Information confidential. User will promptly notify Accountability Today upon discovery of any unauthorized disclosure or use of the Confidential Information, or any other breach of this Section 9, by User.

·       Return of Materials. Upon written request by Accountability Today, User will: (a) either return or destroy all documents and media in its possession or control that contain the Confidential Information; and (b) certify its compliance with this Section 3 in writing. Notwithstanding the foregoing, User will not be obligated to erase Confidential Information that is contained in an archived computer system backup that was made in accordance with User’s security and/or disaster recovery procedures; provided, however, that any such Confidential Information contained in such archived computer system backup will remain subject to this Section 9.

·       Intellectual Property; No Obligation to Disclose. Accountability Today retains all rights, title, and interest in and to the Confidential Information, including all intellectual property and proprietary rights therein. The disclosure of the Confidential Information to User does not grant or convey any right of ownership of such Confidential Information.

 

·       Required Disclosures. User may disclose the Confidential Information to the extent required by law or legal process. In such cases, however, User will (except to the extent prohibited by law or legal process from doing so): (a) give Accountability Today prior notice of such disclosure so as to afford Accountability Today a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with Accountability Today, at Accountability Today’s expense, in Accountability Today’s efforts to ensure that the Confidential Information will be subject to a protective order or other legally available means of protection.

·       Injunctive Relief. User acknowledges that any actual or threatened breach of this Section 9 may cause irreparable, non-monetary injury to Accountability Today, the extent of which may be difficult to ascertain.  Accordingly, Accountability Today is entitled to seek injunctive relief in addition to all remedies available to Accountability Today at law and/or in equity.

 

1.    Privacy. User acknowledges and agrees that use of the Services is subject to Accountability Today’s privacy practices, which are described in the Privacy Policy, which are posted on the Site and which may be updated from time to time (“Privacy Policy”). For the avoidance of doubt, the Privacy Policy sets forth how Accountability Today’s handles User Content and Account Information.

1.    Representations and Warranties; Disclaimer.

·       Authority Warranty. User represents and warrants that User has the necessary authority to enter into this Agreement.

·       Personal Use. User represents and warrants that User’s use of the Services are limited to personal purposes and that User shall not use the Services for any commercial purpose.

·       Disclaimer. User acknowledges that the Services may experience periods of downtime, including but not limited to scheduled maintenance. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN THIS SECTION 11, ACCOUNTABILITY TODAY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. ACCOUNTABILITY TODAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. ACCOUNTABILITY TODAY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.

1.    Limitation of Liability.

·       Exclusion of Consequential and Related Damages; Cap on Damages. ACCOUNTABILITY TODAY WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF ACCOUNTABILITY TODAY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. ACCOUNTABILITY TODAY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY USER TO ACCOUNTABILITY TODAY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE.

·       General. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this Agreement between the parties. The fees for the Services reflect this allocation of risk and limitation of liability. User agrees that these provisions apply even if the remedies are insufficient to cover all of the losses or damages of User or fails of its essential purpose.

1.    Indemnification.

·       By Accountability Today. If User has paid fees under this Agreement for the Services, Accountability Today will defend User, its directors, officers, employees, and agents (“User Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that User’s use of the Services in accordance with this Agreement infringes any third party intellectual property rights (each an “Infringement Claim”). Accountability Today will indemnify User Indemnified Parties for any damages, reasonable attorneys’ fees, and costs resulting from an Infringement Claim and finally awarded against User or agreed to be paid by User in a written settlement if such settlement amount has been approved by Accountability Today in writing. Notwithstanding the foregoing, Accountability Today will have no obligation under this Section 1 to the extent any alleged infringement arises from: (a) User’s use of the Services in combination with technology or services not provided by Accountability Today, if the infringement would not have occurred but for such combination; (b) User Content; or (c) use by User after notice by Accountability Today to discontinue use. If User is enjoined or otherwise prohibited from using any of the Services or a portion thereof based on an Infringement Claim, then Accountability Today will, at Accountability Today’s sole expense and option, either: (i) obtain for User the right to use the allegedly infringing portions of the Services; (ii) modify the allegedly infringing portion of the Services so as to render it non-infringing without substantially diminishing or impairing its functionality; or (iii) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If Accountability Today determines that the foregoing remedies are not commercially reasonable, then Accountability Today may terminate the Agreement and issue a prorated refund of fees prepaid by User for the terminated portion of the Term. This Section 13.1 sets forth Accountability Today’s sole liability and User’s sole and exclusive remedy for any actual or alleged infringement by Accountability Today of any third party intellectual property rights.

·       By User. User will defend Accountability Today, Accountability Today’s corporate affiliates, and their respective directors, employees, and agents (“Accountability Today Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of: (a) the User Content; or (b) User’s use of the Services in violation of this Agreement or applicable law. User will indemnify Accountability Today Indemnified Parties for any damages, reasonable attorney’s fees, and costs resulting from a claim that User is obligated to defend and finally awarded against Accountability Today or agreed to be paid by Accountability Today in a written settlement approved by User in writing.

·       Conditions. The indemnifying party’s obligations under this Section 13 are contingent on the indemnified party: (a) promptly providing written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party); and (c) providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. The indemnified party may participate in the defense of the claim at its sole cost and expense.

1.    Notices. User agrees to receive all communications, agreements, and notices from Accountability Today electronically, including by e-mail or by posting them on the Site. User further agrees such communications provided electronically will satisfy any legal requirement that such communications be in writing. Notices sent via email will be deemed given one (1) business day after being sent. To contact Accountability Today, notices shall be sent via email to ryan@accountabilitytoday.org 

1.    Assignment. Accountability Today may assign this Agreement in connection with a merger or similar transaction, or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this Agreement to a third party without the advance written consent of the other party. This Agreement will bind and benefit the parties, their successors, and their permitted assigns.

1.    Entire Agreement. This Agreement represents the entire agreement between Accountability Today and User with respect to User’s use of the Services. This Agreement expressly supersedes any other contemporaneous or prior agreements or commitments regarding the Services or the other subject matter of this Agreement. For the avoidance of doubt, this Agreement will not supersede any non-disclosure agreement entered into by the parties governing information exchanged prior to User’s use of the Services or for purposes unrelated to this Agreement.

1.    General. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control. This Agreement is governed by the laws of the State of Utah, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Salt Lake City, Utah for any dispute arising out of this Agreement. If either party brings an action against the other party to enforce any provision of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs. Except pursuant to Section 1, the waiver of any breach of any provision of this Agreement will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement, the entire Agreement will be deemed null and void.

1.    Modifications. Accountability Today reserves the right to modify this Agreement by posting a revised version on the Site. Except in the event of extenuating circumstances, revisions will be effective fifteen (15) days after posting. Continued use of the Services after the effective date of a revision will constitute User’s agreement to the modified Agreement. If User does not agree to a revision, User may terminate this Agreement by providing written notice to Accountability Today. User’s termination will be effective upon Accountability Today’s acknowledgement of such termination, and in no event later than thirty (30) days from Accountability Today’s receipt of User’s termination notice.

©2019 by Accountability Today.