We are passionately committed to revolutionizing access to effective behavioral health therapy.

  • Privacy Policy
    Introduction
    This website (together with any successor site(s), computer systems, cloud-based
    platforms, software, and mobile or desktop-based platforms, hereinafter collectively
    referred to as the “Services”) are operated by TAO Connect, Inc. (hereinafter, “TAO
    Connect,” “we,” “our”).
    We take privacy seriously and take reasonable and compliant measures to protect the
    privacy and confidentiality of information that we may have access to while
    providing Services to our end users. This Privacy Policy is meant to help you better
    understand how we may use, store, collect, and disclose information we may access or
    collect in the course of your use of the Services, or from any health plan, health
    care provider, or healthcare clearinghouse that must comply with the Health
    Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy Rule, the
    Personal Information Protection and Electronic Document Act (PIPEDA), or any other
    similar applicable law or regulation associated with the Services (both referred to
    as a “Covered Entity”).
    Your use of the Services is conditioned on your agreement with all the terms of this
    Privacy Policy. This Privacy Policy, as amended from time to time, constitutes the
    entire agreement between us and you with respect to how we may collect and use your
    personal information and protected health information (“Personal Information”). If
    we make changes in the way we collect, use, or disclose personal information, we
    will notify you by posting an announcement on the Site, sending you an email, or
    both. You agree you are bound by any changes to our Policy when you use the Services
    after such changes have been first posted. It is your choice as to whether to use
    the Services and provide Personal Information to us, or to a Covered Entity that
    utilizes the Services, and you should not provide any such information if you do not
    agree to the terms of this Privacy Policy. By using our Services, you consent to our
    collection, use, and disclosure of your Personal Information as described in this
    Privacy Policy. All Services we provide are compliant with applicable law regarding
    the collection, use, and disclosure of Personal Information. Nothing below replaces
    or circumvents lawful restrictions on collection, use, or disclosure of Protected
    Health Information as outlined under HIPAA or PIPEDA. This Privacy Policy is written
    in the English language. We do not guarantee the accuracy of any translated versions
    of this Privacy Policy. To the extent any translated versions of this Privacy Policy
    conflict with the English language version, the English language version of this
    Privacy Policy shall control.

    Information Collection and Use

     

    Collection of Personal Information

     

    Information you provide to us
    TAO Connect may collect personal information from you directly when you interact with
    our Services, including through TAO Connect’s customers, contact us, use our
    services, create an account, subscribe, share reviews, sign up to receive offers or
    emails from us, or purchase our products or services.
    Information we obtain indirectly
    We may receive personal information about you from our customers, third-party
    affiliates or partners and from marketing companies that provide us with such
    information as a part of their relationship with us, including Covered Entities. We
    may combine this with data that we already have collected about you. Such collected
    data could include contact details (such as email address) and previous purchase
    history or interests.
    Information collected automatically
    When you use our Services we collect certain information about you automatically
    through our use of cookies and similar technologies.

     

    Categories of Personal Information

    TAO Connect may collect any or all of the following categories of Personal
    Information:
    • Contact information,
    • Authentication information including user name and password
    • Financial information,
    • Comments, reviews, and suggestions,
    • Personal characteristics including age, date of birth, gender, marital status, and nationality,
    • Personal preferences including product preferences, online preferences, and interests,
    • Protected Health Information (as defined by applicable law),
    • Online behavior information including online activity, preferences, and time spent viewing features, and
    • Usage data including your Internet Protocol (“IP”) address or mobile network information, browser type, browser version, unique device identifiers and other diagnostic data.
    In addition, where allowed by applicable law, we may collect anonymized data or
    information that is not in a personally identifiable form. If we combine information
    that is not in personally identifiable form with information that is identifiable,
    we will treat the combined information as personal information as long as it is
    combined.

     

    Use of Your Personal Information

     

    We collect Personal Information from you in order to provide Services to you, as well
    as to Covered Entities for purposes of fulfilling our service obligations to Covered
    Entities.  We only collect and process the minimum amount of personal
    information from you that is necessary to the purposes of our information processing
    activities and we retain such information only if required to fulfill such purposes.
    Additionally, any Protected Health Information collected from you or a Covered
    Entity is kept private and confidential.
    TAO Connect may use Personal Information for the following purposes:
    To provide and maintain our Service, including to monitor the usage
    of our Service.
    To manage your account: to manage your registration as a user of the
    Service.
    For the performance of a contract: the development, compliance and
    undertaking of the purchase contract for the products, items or services You have
    purchased or of any other contract with Us through the Service.
    To contact You: To contact You by email, telephone calls, SMS, or
    other equivalent forms of electronic communication, such as a mobile application’s
    push notifications regarding updates or informative communications related to the
    functionalities, products or contracted services, including the security updates,
    when necessary or reasonable for their implementation.
    To process payments by you for the Services.
    To provide You with news, special offers and general information
    about other services and events which we offer that are similar to those that you
    have already purchased or enquired about unless You have opted not to receive such
    information.
    To manage Your requests: To attend and manage Your requests to Us.
    For business transfers: We may use Your information to evaluate or
    conduct a merger, divestiture, restructuring, reorganization, dissolution, or other
    sale or transfer of some or all of Our assets, whether as a going concern or as part
    of bankruptcy, liquidation, or similar proceeding, in which Personal Information
    held by Us about our Service users is among the assets transferred.
    To comply with legal requests and requirements.
    For other purposes: We may use Your information for other purposes,
    such as data analysis, identifying usage trends, determining the effectiveness of
    our promotional campaigns and to evaluate and improve our Service, products,
    services, marketing and your experience.
    Where applicable, if TAO Connect intends to further process your personal information
    for a purpose other than that for which the personal information was initially
    collected, TAO Connect shall, prior to such processing, provide you with any
    relevant information on such additional purpose, and, to the extent required by
    applicable law, obtain your consent for this.

     

    Disclosure and Retention

    TAO Connect does not trade, rent, or sell your personal information to third parties.
    We may share Your personal information in the following situations:
    • With Service Providers: We may share Your personal information
      with Service Providers that perform services and functions on our behalf to help
      us operate and manage our Services, monitor and analyze the use of our Service,
      process payments, or contact You. These vendors and service providers will have
      access to your personal information in order to provide these services, but when
      this occurs we implement reasonable contractual and technical protections to
      limit their use of that information to helping us provide our Service and
      support our interactions with you.
    • For business transfers: We may share or transfer Your personal
      information in connection with, or during negotiations of, any merger, sale of
      Company assets, financing, or acquisition of all or a portion of Our business to
      another company. In such a case, unless prohibited by applicable law, your
      information would remain subject to the privacy policy applicable at the time of
      such transfer, unless you discontinue use of our Service. We will inform you of
      any such changes in ownership. We will also inform you if we sell your personal
      information to any new owners.
    • With Affiliates: We may share Your information with Our
      affiliates, in which case we will require those affiliates to honor this Privacy
      Policy. Affiliates include Our parent company and any other subsidiaries, joint
      venture partners or other companies that We control or that are under common
      control with Us.
    • With business partners: We may share Your information with Our
      business partners to offer You certain products, services or promotions where
      you have consented to such disclosure.
    • With other users: when You share personal information with or
      otherwise interact with other users such information may be viewed and shared by
      those users.
    • With Your consent: We may disclose Your personal information
      for any other purpose with Your consent.
    • For legal purposes: We may share personal information with
      third party companies, organizations, or individuals outside of TAO Connect when
      we believe in good faith that access, use, preservation, or disclosure of the
      information is reasonably necessary to comply with a legal obligation; when we
      believe in good faith that the law requires it; at the request of governmental
      authorities conducting an investigation; to verify or enforce our agreements,
      terms of use, or other applicable policies; to respond to an emergency; or
      otherwise to protect the rights, property, safety, or security of TAO Connect,
      third parties, visitors to our Site, or the public, as required or permitted by
      law.
    Retention of Your Personal Information
    The Company will retain Your Personal Information only for as long as is reasonably
    necessary for the purposes for which it was collected unless a longer retention
    period is required or permitted by law. We will retain and use Your Personal
    Information to the extent necessary to comply with our legal obligations (for
    example, if we are required to retain your data to comply with applicable laws),
    resolve disputes, and enforce our legal agreements and policies.
    Should you delete your account with us, if permitted by law, we will delete all
    Personal Information we have collected and cease contact with you in the
    above-referenced manner as soon as practicable.
    The Company may retain anonymized usage data for internal analysis purposes and to
    comply with legal requirements.

    Transfer of Your Personal Information

    Your information, including Personal Information, is processed at the TAO Connect’s
    operating offices in the United States or Canada and in any other places where the
    parties involved in the processing are located. Although we will primarily store and
    process your data within the United States or Canada, this information may be
    transferred to — and maintained on — computers located outside of your state,
    province, country or other governmental jurisdiction.
    As a result, your personal information may be subject to data protection and
    other laws that may differ from your country of residence. Your personal information
    may be disclosed in response to inquiries or requests from government authorities or
    to respond to judicial process in the countries in which we operate. By using the
    Service, or by providing us with any information, you consent to the collection,
    processing, maintenance, and transfer of such information in and to the United
    States and other applicable territories in which the privacy laws may not be as
    comprehensive as, or equivalent to, those in the country where you reside or are a
    citizen.
    The Company will take all steps reasonably necessary to ensure that Your data is
    treated securely and in accordance with this Privacy Policy and no transfer of Your
    Personal Information will take place to an organization or a country unless there
    are adequate controls in place including the security of Your data and other
    personal information.
    Safeguards and Security
    The security of Your Personal Information is important to us.
    We use appropriate safeguards and follow reasonable commercial standards to prevent
    the unauthorized use or disclosure of Personal Information. We have implemented
    administrative, physical, and technical safeguards that reasonably and appropriately
    protect the confidentiality, integrity, and availability of data that we may receive
    or transmit. Please be advised, however, that while we take reasonable security
    measures to protect your personal information, such measures cannot be guaranteed to
    be secure. TAO Connect cannot promise or guarantee that hackers, cybercriminals, or
    other unauthorized third parties will not be able to defeat our security, and
    improperly collect, access, steal, or modify your personal information.
    In the event of a data breach, TAO Connect will report such breach pursuant to
    applicable laws.
    You are solely responsible for the privacy and security of any information that you
    may upload through our Services. The security of your account relies on your
    protection of your user profile information. You are responsible for maintaining the
    security of your user profile information, including your password and for all
    activities that occur under your account. You may not share your password with
    anyone. We will never ask you to send your password or other sensitive information
    to us in an email, though we may ask you to enter this type of information to access
    your account. Any email or other communication purporting to be from one of our
    websites requesting your password or asking you to provide sensitive account
    information via email, should be treated as unauthorized and suspicious and should
    be reported to us immediately by email. If you believe someone else has obtained
    access to your password, please change it immediately by logging in to your account
    and report it immediately by emailing us at privacy@taoconnect.org.

     

    Children’s Privacy

    Our Services not intended for children under the age of thirteen (13), and if you are
    under the age of thirteen (13) you are not permitted to use the Services. TAO
    Connect will never knowingly request or collect personal information from any child.
    If you are under thirteen (13) years old, please do not provide your information on
    our Site. Upon notification that a child has provided us with personally
    identifiable information, we will delete the child’s personally identifiable
    information from our records. If you believe we might have any information from a
    child, please contact us at privacy@taoconnect.org.

     

    Your Personal Information Requests

    You may make the following requests regarding your personal information:
    1. Request to Access. You may submit a request to obtain a copy of
      or access to the personal information that TAO Connect has collected on you.
    2. Request to Know. You may submit a request to receive
      information about TAO Connect’s data collection practices. You may request
      information on the categories of personal information collected; the categories
      of data collection sources; TAO Connect’s business or commercial purpose for
      collecting or disclosing personal information; the categories of third parties
      with whom TAO Connect shares personal information, if any; and the specific
      pieces of personal information we have collected about you.
    Please note that the categories of personal information and sources will not exceed
    what is contained in this Policy. Additionally, TAO Connect is not required to
    retain any information about you if it is only used for a one-time transaction and
    would not be maintained in the ordinary course of business. TAO Connect is also not
    required to reidentify personal information if it is not stored in that manner
    already, nor is it required to provide the personal information to you more than
    twice in a twelve-month period.
    1. Request to Correct. You may correct or update your personal
      information at any time by logging into your account or by contacting us.
    1. Request to Withdraw Consent. If at any time you wish to stop
      receiving communications from us, please just let us know by updating your
      settings, using the unsubscribe feature in the marketing email you received, or
      by contacting us. In your correspondence to us, please indicate that you wish to
      “unsubscribe.” If you wish to otherwise withdraw your consent to our collection,
      use, or disclosure of your personal information, you may do so at any time by
      contacting us. Such withdrawal of consent may result in the termination of your
      access to our Services if the collection, use, or disclosure is required for the
      Service.
    1. Request to Delete. You may request that TAO Connect delete your
      personal information. Subject to certain exceptions set out below we will, on
      receipt of a verifiable request, delete your personal information from our
      records and direct any service providers to do the same.
    Please note that we may not delete your personal information if it is necessary to:
    • complete the transaction for which the personal information was collected;
    • provide a good or service requested by you, or reasonably anticipated within the
      context of our ongoing business relationship with you, or otherwise perform a
      contract between you and us;
    • detect security incidents, protect against malicious, deceptive activity, and
      take all necessary and appropriate steps to mitigate current and future risk;
    • debug and repair internal information technology as necessary;
    • undertake internal research for technological development and demonstration;
    • exercise free speech, ensure the right of another consumer to exercise his or
      her right of free speech, or exercise another right provided for by law;
    • comply with the California Electronic Communications Privacy Act;
    • engage in public or peer-reviewed scientific, historical, or statistical
      research in the public interest that adheres to all other applicable ethics and
      privacy laws, when our deletion of the information is likely to render
      impossible or seriously impair the achievement of such research, provided we
      have obtained your informed consent;
    • enable solely internal uses that are reasonably aligned with your expectations
      based on your relationship with us;
    • comply with an existing legal obligation; or
    • otherwise use your personal information, internally, in a lawful manner that is
      compatible with the context in which you provided the information.
    TAO Connect may not, and will not, treat you differently because of your request
    activity. As a result of your request activity, we may not and will not deny goods
    or services to you; charge different rates for goods or services; provide a
    different level quality of goods or services; or suggest any of the preceding will
    occur. However, we can and may charge you a different rate, or provide a different
    level of quality, if the difference is reasonably related to the value provided by
    your personal information.
    To submit a request regarding your Personal Information, please contact us by email
    at privacy@taoconnect.org or by mail at
    TAO Connect, Inc. c/o Data Protection Officer, 650 Cleveland St #1945, Clearwater,
    FL 33757. If you choose to submit a request, you must provide us with enough
    information to identify you in order to comply with your request. We will not be
    able to respond to your request if we cannot verify that the person making the
    request is the person about whom we collected information, or someone authorized to
    act on such person’s behalf.

    Cookies and Tracking Technologies

    We may use cookies, web beacons, pixel tags, mobile analytics software, log files, or
    other technologies to collect certain information about your online activity and
    interactions with our emails, online and mobile advertisements, and to allow us to
    keep track of analytics and certain statistical information that enables TAO Connect
    to improve our services and provide you with more relevant content and advertising
    offered by TAO Connect, or through or linked from our services. You may, however,
    disallow receiving cookies at any time through your web browser. It is not our
    intention to use cookies to retrieve information that is unrelated to our Site or
    your interaction with our Site.
    The technologies We use may include:
    Most web browsers are set to accept cookies by default but will allow you to see what
    cookies you have, delete them on an individual basis, or block cookies from
    particular or all websites (“opting out”). Please note that if you choose to remove,
    reject, or opt- out from cookies, this could affect the availability and
    functionality of our website.
    We may use Online Identification Technologies to store registration information in an
    area of the Website so that you do not need to enter it on subsequent visits to make
    navigation of this Website easier for you and to facilitate efficient registration
    processes.
    Currently, our Services do not respond to a “Do Not Track” or similar signal. “Do Not
    Track” is a preference you can set to let the websites you visit know that you do
    not want them collecting information about you.
    Contact Us
    If you have any questions about this Privacy Policy, You can contact us:
    • By email: privacy@taoconnect.org
    • By mail: TAO Connect, Inc. c/o Data Protection Officer, 650 Cleveland St #1945,
      Clearwater, FL 33757
    This Privacy Policy was last updated Nov 30, 2021
  • End User License Agreement
    This End User License Agreement (“Agreement”) is a binding legal contract between you (either an
    individual or a legal entity) and TAO CONNECT, INC., a Florida corporation (“Licensor”). By
    installing, accessing or using the software, web-based interface, content within the web-based
    interface or software, any associated user manuals and other documentation provided by Licensor
    (“Documentation”) and any Enhancements (as defined below) provided with this Agreement
    (collectively, the “Software”), you (also referred to herein as “Licensee”) will be bound by the
    terms of this Agreement. If you do not agree to the terms of this Agreement, Licensor is not willing
    to license any right to use or access the Software to you. In such event, you may not install,
    access, use or copy the Software, which explicitly includes (but is not limited to) viewing the
    Software on an Internet web browser.    YOU UNDERSTAND AND AGREE THAT LICENSOR DOES NOT PROVIDE MEDICAL, PROFESSIONAL, PSYCHIATRIC,
    ACCOUNTING, OR MENTAL HEALTH ADVICE. LICENSOR SOLELY LICENSES THE SOFTWARE FOR YOUR USE AS SET FORTH
    IN THE TERMS AND CONDITIONS BELOW, AND LICENSOR IS IN NO WAY RESPONSIBLE FOR, VERIFYING, OR
    GUARANTEEING THAT ANY ADVICE COMMUNICATED TO YOU BY OTHERS VIA THE SOFTWARE IS ACCURATE IN ANY
    WAY.
    THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 12 (DISPUTE RESOLUTION)
    BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE
    MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE
    DOCUMENTATION OR SOFTWARE.
    APPLICATION ACCESS AND USE LICENSE
    The Software is licensed to you, not sold to you. Except for the limited license granted in this
    Agreement, Licensor and its licensors retain all right, title and interest in the Software, all copies
    thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade
    secret rights.
    1. GRANT OF LICENSE. This Agreement grants you
      the following rights, as applicable:
      • License. During the term of this Agreement, Licensor
        grants you a nonexclusive, nontransferable, revocable (as permitted herein) license
        to access and use the Software which will be hosted by Licensor. Licensee
        acknowledges and agrees that Licensor may use certain embedded technological and
        software controls to enforce any applicable license restrictions.
      • Enhancements. Licensor reserves the right to upgrade,
        enhance, change or modify the Software at any time in its sole discretion
        (“Enhancements”). Any Enhancements made available to you by Licensor, if any, will
        be subject to the terms of this Agreement, except to the extent that conflicting or
        more restrictive provisions are agreed upon in future agreements relating to such
        Enhancements.
      • Third Party Components. The Software and future
        Enhancements may contain certain third party components (“Third Party Components”)
        which are provided to you under terms and conditions which are different from this
        Agreement, or which require Licensor to provide you with certain notices or
        information. Your use of each Third Party Component which contains or is accompanied
        by its own license agreement will be subject to the terms and conditions of such
        other license agreement, and not this Agreement. Notwithstanding the foregoing, the
        following terms and conditions apply to all “Third Party Components”: (i) all Third
        Party Components are provided on an “AS IS” basis; (ii) Licensor will not be liable
        to you or indemnify you for any claims related to the Third Party Components; and
        (iii) Licensor will not be liable for any direct, indirect, incidental, special,
        exemplary, punitive or consequential damages with respect to the Third Party
        Components. Your sole and exclusive remedy with regard to any defect, claim, or
        other dispute relating to the Third Party Components is to cease use of such
        components.
      • Intellectual Property Ownership. The Software
        contains material that is protected by United States copyright and trade secret law,
        and by international treaty provisions. All rights not expressly granted to Licensee
        under this Agreement are expressly reserved by Licensor and its licensors. Licensee
        shall not modify, remove or destroy any proprietary markings or confidential legends
        placed upon or contained within the Software, the Documentation, or any related
        materials. All copyrights, patents, trade secrets, trademarks, service marks, trade
        names, moral rights and other intellectual property and proprietary rights in the
        Software shall remain the sole and exclusive property of Licensor or its licensors,
        as applicable.
      • Beta Software. Licensor may designate certain
        Enhancements or new releases of the Software as “        Beta Software.” Such Beta Software will not be ready for use in a production
        environment. At this early stage of development, operation of the Beta Software may
        be unpredictable and lead to erroneous results. You acknowledge and agree that: (i)
        the Beta Software is experimental and has not been fully tested; (ii) the Beta
        Software may not meet your requirements; (iii) the use or operation of the Beta
        Software may not be uninterrupted or error free;        (iv) your use of the Beta
        Software is for purposes of evaluating and testing the product and providing feedback to
        Licensor; (v) you shall inform your employees, staff members, and other users regarding
        the nature of the Beta Software; and (vi) you will hold all information relating to the
        Beta Software and your use of the Beta Software, including any performance measurements
        and other data relating to the Beta Software, in strict confidence and shall not
        disclose such information to any unauthorized third parties. Your use of the Beta
        Software shall be subject to all of the terms and conditions set forth herein relating
        to the Software. You shall promptly report any errors, defects, or other deficiencies in
        the Beta Software to Licensor. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
        ALL BETA SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY
        KIND. You herebywaive any and all claims, now known or later discovered, that you may
        have against Licensor and its suppliers/licensors arising out of your use of the Beta
        Software.
    2. TERM. The license will commence on the date
      you first use the Software or accept this Agreement, whichever is earlier (the “Effective
      Date”), and shall remain in effect for one (1) year thereafter (the “Initial Term”). Upon
      expiration of the Initial Term, this Agreement shall automatically renew for successive one
      (1) year terms (each a “Renewal Term”) unless either party provides notice of termination or
      non-renewal no less than thirty (30) days prior to expiration of      the then-current
      term. The Initial Term and any Renewal Terms are referred to herein collectively as the “Term.”
    3. LIMITATIONS ON LICENSE.
      The license granted to you in this Agreement is restricted as follows:
      • Limitations on Copying and Distribution. You may not
        copy or distribute the Software except to the extent that copying is necessary to
        use the Software for purposes set forth herein. You may make a single copy of the
        Software for backup and archival purposes.
      • Limitations on Reverse Engineering and Modification.
        You may not reverse engineer, decompile, disassemble, modify or create works
        derivative of the Software. You may not alter or modify any disabling mechanism
        which may be resident in the Software.
      • Sublicense, Rental, and Third Party Use. You may not
        assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software,
        or directly or indirectly permit any third party to use or copy the Software.
      • Proprietary Notices. You may not remove any
        proprietary notices (e.g., copyright and trademark notices) from the Software. You
        must reproduce the copyright and all other proprietary notices displayed on the
        Software on each permitted back-up or archival copy.
      • Use in Accordance with Documentation. All use of the
        Software shall be in accordance with its then current Documentation.
      • Compliance with Applicable Law. You shall be solely
        responsible for ensuring that your use of the Software is in compliance with all
        applicable foreign, federal, state and local laws, and rules and regulations.
      • Confidentiality. You acknowledge and
        agree the Software and associated Documentation constitute valuable proprietary
        and confidential information and intellectual property (collectively, the
        “Proprietary Information”) of Licensor. You may not use or disclose the
        Proprietary Information without Licensor’s prior written consent, except
        disclosure to and subsequent uses by your need-to-know employees and
        contractors, provided such employees and contractors have executed written
        agreements restricting use or disclosure of Proprietary Information that are at
        least as protective as those set forth in this Agreement. You agree to use at
        least the same degree of care in protecting the Proprietary Information as you
        use to protect your own similar information, but in no event less than
        reasonable care. You acknowledge that due to the unique nature of the
        Proprietary Information, Licensor will not have an adequate remedy in money or
        damages in the event of any unauthorized use or disclosure of its Proprietary
        Information. In addition to any other remedies that may be available in law, in
        equity or otherwise, Licensor shall be entitled to obtain injunctive relief to
        prevent such unauthorized use or disclosure. You shall not use any information
        or data disclosed by Licensor in connection with this Agreement to contest the
        validity of any Licensor intellectual property. Any such use of Licensor’s
        information and data shall constitute a material, non-curable breach of this
        Agreement.
    4. LIMITATION OF WARRANTIES.
      • Exclusive Remedy. The sole and exclusive remedy of
        Licensee and the sole and exclusive liability of Licensor for breach of the
        foregoing warranties shall be to seek repair or replacement of the non-conforming
        Software or reperformance of the relevant services. In the event that such breach
        cannot be remedied by repair, replacement, or reperformance, or where a repair or
        replacement remedy is not applicable, Licensor shall be liable only for Licensee’s
        direct damages in the aggregate up to the limit provided in this Section 4.
      • Modification of Software. Except as
        otherwise agreed in writing by the parties, any modification to the Software by
        Licensee or any other third party, or failure by Licensee to implement any
        improvements or updates to the Software as supplied by Licensor shall void
        Licensor’s warranty obligations and Licensor’s warranties under this Section 4,
        to the extent any failure or error results from such
        modification.
    5. FEES. The license fees
      payable to Licensor for the rights hereunder are as set forth in the separate
      documentation provided by Licensor describing the license fees and any other fees owed
      by you, or by the person or entity paying the applicable license fees on your behalf to
      enable you to utilize the Software. If these license fees are not timely paid to
      Licensor, than Licensor may immediately terminate this Agreement, as well all your
      access to the Software, with or without prior notice to you.
    6. INTELLECTUAL PROPERTY INFRINGEMENT.
      • Indemnification. Licensor agrees to defend and
        indemnify Licensee and to hold it harmless from all damages awarded against
        Licensee, and all reasonable expenses (including attorneys’ fees) incurred by
        Licensee, for any claim of infringement of a third party’s U.S. patent registered as
        of the Effective Date or copyright asserted against Licensee by virtue of Licensee’s
        authorized use of the Software as delivered by Licensor; provided that Licensor is
        given prompt notice of any such claim and right to control and direct the
        investigation, preparation, defense and settlement of each such claim and further
        provided that Licensee shall fully cooperate with Licensor in connection with the
        foregoing. Notwithstanding the foregoing, Licensor assumes no liability or indemnity
        obligation for claims of infringement of intellectual property rights arising from
        (i) use of the Software in combination with non-Licensor approved third party
        products, including hardware and software, (ii) modifications or maintenance of the
        Software by a party other than Licensor, (iii) misuse of the Software, and (iv)
        failure of Licensee to implement any improvement or updates to the Software, if the
        infringement claim would have been avoided by the use of the improvement or updates.
        Licensee shall indemnify and defend Licensor and hold it harmless from and against
        any claims, damages, or costs, including reasonable attorneys’ fees, asserted by
        third parties arising out of any of the foregoing exceptions; provided that Licensee
        is given prompt notice of any such claim and right to control and direct the
        investigation, preparation, defense and settlement of each such claim and further
        provided that Licensor shall fully cooperate with Licensee in connection with the
        foregoing.
      • Replacement. Should the Software as delivered by
        Licensor become or, in Licensor’s opinion, be likely to become, the subject of a
        claim of infringement, Licensor may, at its option and expense either (a) procure
        for Licensee the right to continue to use the Software as contemplated hereunder, or
        (b) replace or modify the Software or modify its use to make its use hereunder
        noninfringing, without loss of material functionality. If neither option is
        reasonably        available to Licensor, then this Agreement may be terminated at the
        option of either party hereto without further obligation or liability.
      • Entire Liability. THE FOREGOING
        PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF
        LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE AND ANY OTHER ENTITY, WITH RESPECT
        TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
    7. TERMINATION.
      • Breach of Agreement. Without prejudice to any other
        rights, Licensor may terminate this Agreement immediately, without any notice to
        you, if you fail to comply with any of the terms and conditions of this
        Agreement.
      • Termination for Convenience. You may terminate this
        Agreement at any time by discontinuing use of the Software, complying with your
        termination obligations set forth below, providing Licensor written notice, and
        returning the Software to Licensor.
      • Licensee’s Termination Obligations. In the event of
        any expiration or termination of this Agreement for any reason, you must remove all
        copies of the Software and all of its components from all of your systems, and
        destroy all related media and Documentation, if any. The license granted to the
        Software will automatically terminate on expiration or termination of this
        Agreement.
    8. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ON AN
      “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS
      LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT
      LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET
      ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES
      NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE
      SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
      CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY
      ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S
      OBLIGATIONS HEREUNDER.
      LICENSOR MAKES NO WARRANTY OF ANY KIND,
      WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING
      OBTAINED BY LICENSOR FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). LICENSOR
      EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
      IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET
      ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS.
      LICENSOR SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR
      WARRANTY AND PERFORMANCE INFORMATION.
      THE SOFTWARE MAY BE USED TO ACCESS AND
      TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR DOES NOT
      OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER
      UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO
      OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. LICENSOR SHALL NOT
      BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND
      INTEGRITY OF YOUR DATA AND SYSTEMS.
    9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
      PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU
      OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT
      DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR
      PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE
      USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING
      NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS
      SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER
      SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE
      LIMITED TO THE INITIAL LICENSE FEE PAID BY YOU, IF ANY, FOR THE
      SOFTWARE.
      Some states do not allow the exclusion of incidental or
      consequential damages, or the limitation on how long an implied warranty lasts, so some of the
      above may not apply to you.
    10. COMPLIANCE AND AUDIT. If requested by Licensor, Licensee will submit an annual
      certification, signed by an officer or authorized representative, specifying the number
      of users and number and location of all copies of the Software in Licensee’s possession
      or use. Licensor may also, once annually, upon reasonable notice and during regular
      business hours, gain access to Licensee’s facilities and systems to audit compliance
      with the license restrictions set forth herein.
    11. INDEMNITY. You agree to
      indemnify, defend and hold harmless Licensor and its parent and their respective
      officers, directors, shareholders, agents, affiliates, and licensors from and against
      any and all third party claims of any kind (along with attorneys’ fees and litigation
      costs) arising out of, resulting from, or in connection with your breach of this
      Agreement or your use or misuse of the Software, including any combination of the
      Software with any hardware, software, or other intellectual property not provided by
      Licensor.
    12. DISPUTE RESOLUTION. This Agreement is
      governed by and construed in accordance with the laws of the State of Florida, as applied to
      agreements entered into and wholly performed within Florida between Florida residents. This
      Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the
      International Sale of Goods. If you have any concern or dispute, you agree to first try to
      resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days
      of receipt by us, any resulting legal actions must be resolved through final and binding
      arbitration, including any question of whether arbitration is required, except that you
      may      assert claims in small claims court if your claims qualify. Claims related to the
      Documentation or Software are permanently barred if not brought within one year of the event
      resulting in the claim. JAMS will administer the arbitration in Hillborough Country, Florida,
      pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator
      that you and we mutually select. The arbitration will be conducted in the English language.
      Judgment upon the award rendered may be entered and will be enforceable in any court of
      competent jurisdiction having jurisdiction over you and us.You may only resolve disputes with us
      on an individual basis, and you may not bring a claim as a plaintiff or a class member in a
      class, consolidated, or representative action.Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of
      the Documentation or Software in violation of this Agreement, you agree that we are entitled to
      apply for injunctive remedies (or an equivalent type of urgent legal relief) in any
      jurisdiction.
    13. GENERAL.
      • This Agreement constitutes the entire understanding and agreement
        between Licensor and you with respect to the transactions contemplated in this Agreement
        and supersedes all prior or contemporaneous oral or written communications with respect
        to the subject matter of this Agreement, all of which are merged in this Agreement. In
        particular, if you are a current licensee of the Software, this Agreement shall
        supersede your existing license agreement and that agreement shall be of no further
        force or effect.
      • This Agreement shall not be modified, amended or in any way altered
        except by an instrument in writing signed by authorized representatives of both parties.
      • In the event that any provision of this Agreement is found invalid or
        unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain
        valid and enforceable according to its terms. Any failure by Licensor to strictly
        enforce any provision of this Agreement will not operate as a waiver of that provision
        or any subsequent breach of that provision.
      • Neither party shall assign this Agreement without the written consent
        of the other party, which consent shall not be unreasonably withheld. Notwithstanding
        the foregoing, either party may assign this Agreement, without the other party’s
        consent, to any Affiliate or subsidiary, or in the event of a merger, acquisition, or
        sale of all or substantially all of its assets. “Affiliate” means any entity that
        directly, or indirectly through one or more intermediaries, controls, or is controlled
        by, or is under common control with the party.
      • Except for Licensee’s payment obligations, neither party will be
        liable for any failure or delay in performance under this Agreement which is due to any
        event beyond the reasonable control of such party, including without limitation, fire,
        explosion, unavailability of utilities or raw materials, unavailability of components,
        labor difficulties, war, riot, act of God, export control regulation, laws, judgments or
        government instructions.
      • The following provisions shall survive any termination or expiration
        of this Agreement: Sections 3, 4, 6, 8, 9, 11, 12, 13, 14. Licensor may assign any of
        its rights or obligations hereunder as it deems necessary.
      • IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE
        EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL
        PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN
        SHALL REMAIN IN EFFECT.
    14. U.S. GOVERNMENT RIGHTS.
      The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and
      FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any
      component thereof, the U.S. Government acquires this commercial computer software and/or
      commercial computer software Documentation subject to the terms of this Agreement as
      specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer
      Software Documentation. If acquired by or on behalf of any civilian agency, the U.S.
      Government acquires this commercial computer software and/or commercial computer software
      Documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer
      Software.
    15. AUTHORIZATION. By downloading, installing,
      accessing, or using the Software, you indicate that you have the authority to bind yourself
      and your organization to the terms of this Agreement.