Services Agreement
This Services Agreement (“Agreement”) is entered into upon the Customer's acceptance (the “Effective Date”) between the user (“Customer”) and Psily, Inc. (“Psily”), a Delaware Corporation. The Customer and Psily are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Customer wishes to be provided with the services (collectively the “Services” as defined below) by Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
Agreement
Psily's products and services are maintained as a Service to researchers who have been expressly authorized by Psily, Inc. (“Psily,” “we,” “us,” or “our”) to access Psily's anonymized data for research purposes. For the purposes of this Agreement, the “Service” means the use of Psily's website, app, data, technology, intellectual property, methods, documents, information and materials.
Customer agrees to comply with and be bound by the following terms and conditions. Any use of the Services will constitute acceptance of these terms and conditions. This Agreement shall continue until it is terminated by one or both Parties. The Agreement may be terminated at any time for any reason by either Party without prior notice. Any modifications are to be made in writing by mutual consent of the Parties.
Obligations upon Termination
Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Psily for all Services rendered prior to the effective date of termination. Upon termination, each Party shall return the other Party's Confidential Information that is in its possession at the time of termination. Upon the termination of the Agreement, the Customer shall promptly return to Psily any equipment, materials or other property of the Service Provider relating to the terminated Services which are in Customer's possession or control.
Privacy
Customer's use of the Service is governed by Psily's Privacy Policy, which may be reviewed at https://www.psily.io/privacy and Psily's Terms of Use, which may be reviewed at https://psily.io/terms. Customer shall abide by Psily's privacy policy and terms of use. If there exists any conflict between this Agreement, the Privacy Policy, or the website Terms of Use, this Agreement shall supersede all other terms and conditions.
Ownership
Customer acknowledges and agrees that the services provided by the Service contains proprietary and confidential information that is the property of Psily and its licensors and is protected by applicable intellectual property and other laws. No rights or title to any of the proprietary or confidential information contained in the Service or used in connection with the Service is provided, transferred, or assigned to Customer. Except as expressly authorized by Psily, Customer agrees not to modify, rent, lease, loan, sell, distribute, deconstruct, decompile, or create derivative works based on the Service, in whole or in part. Customer further agrees not to modify, rent, lease, loan, sell, distribute the data to any third party without the express written permission of Psily.
User Registration
To access certain features of the Service, you may be asked to register and create an account. As part of the registration process, you may be asked to click to agree to these Terms, and may then be asked to select or submit a user name and password. You may also be required to provide us with certain information about yourself including some types of personally identifiable information, including your legal name, phone number, address, email address, gender, and age. You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. Psily will not be held responsible or liable for any misuse of your account in the event that a third party has access to and uses your password and account login in any way.
Payment Processing
Payment processing services for customers on Psily's service are provided by Stripe and are subject to theStripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these terms or continuing to operate as a customer on Psily, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Psily enabling payment processing services through Stripe, you agree to provide Psily accurate and complete information about you and your business, and you authorize Psily to share it and transaction information related to your use of the payment processing services provided by Stripe.
Cookies and Tracking
We use cookies and similar tracking technologies to track the activity on our Service and hold certain information. Cookies are files with small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Tracking technologies also used are beacons, tags, and scripts to collect and track information and to improve and analyze our Service. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.
This is not a work-for-hire agreement
The copyright in all deliverables created hereunder for Customer shall belong to Psily. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Psily, subject to a worldwide, non-exclusive license to Customer for its internal use as intended under this Agreement, and Psily retains all remaining rights.
Intended Audience
The Service is intended for expressly authorized researchers and research institutions only. The Service is not intended for minor children under the age of eighteen (18) or for the general public. Customer shall not enable or permit minor children to use the Service. Psily does not knowingly collect data from minor.
Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Tennessee, USA. The language to be used in the arbitral proceedings shall be English.
Limitations of Liability
In no event shall Psily, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Intellectual Property
Customer acknowledges Psily's exclusive rights in the Psily mark, associated marks, and the Service. Trademarks, service marks, logos, and copyrighted works, if any, appearing on the Service are the property of Psily, Inc. or the party that provided such intellectual property to the Service.
Service Use
The Service is for non-commercial, research use only, unless otherwise specified. Customer may not use the Service provided for any other purpose, including any commercial purpose, without the prior express written permission of an authorized representative of Psily, Inc. Customer may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, sell, or otherwise infringe on any intellectual property rights related to any information, content, software, products, or Service provided by Psily. Customer may not share the data provided by the Service to any unauthorized user.
Psily will determine the method, details, and means of performing the Services.
Compliance With Laws
Customer agrees to comply with all applicable laws regarding use of the Service. Customer further agrees that the Service is not intended to provide medical advice to Customer or anyone else. If Customer is outside the United States it must comply with all applicable laws with respect to use of the Service, as well as the export of data to the United States or to any other applicable country or residence.
Indemnification
Customer agrees to indemnify, defend, and hold harmless Psily, Inc. and its partners, employees, and affiliates from any liability, loss, claim, and expense, including reasonable attorney's fees, related to any violation of this Agreement or use of the Service.
No Medical Advice
The content of the Service, including without limitation text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. Individuals should always seek the advice of qualified health care professionals with any questions or concerns regarding individual information, needs, and any medical conditions. Reliance on any information appearing in the Service is solely at Customer's own risk. Never disregard medical advice or delay seeking it because of something encountered in the Service. If any individual is experiencing a medical emergency, they should seek appropriate emergency medical assistance.
Disclaimer
THE INFORMATION IN THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. CUSTOMER AGREES THAT USE OF THE SERVICE IS AT THEIR SOLE RISK. PSILY, INC. DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT CUSTOMER'S JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY RELATING TO USE OF THE SERVICE SHALL BE TO DISCONTINUE USING THE SERVICE.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL PSILY, INC. OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY RELATING TO THE SERVICE, CUSTOMER'S SERVICE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR CONTENT IS TO CEASE ALL USE OF THE SERVICE.
Disclosure and Use of Information
Psily, Inc. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Psily, Inc. reserves the right, and Customer authorizes Psily, to use information provided by Customer in any manner consistent with our Privacy Policy https://www.psily.io/privacy
Confidential Information
i. Use of Confidential Information; Standard of Care
The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. The Receiving Party shall always remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.
ii. Exceptions
Confidential Information does not include information that: (a) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.
iii. Required Disclosures
If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
iv. Unauthorized Use or Disclosure of Confidential Information; Equitable Relief
In the event the Receiving Party discovers that any Confidential Information has been used, disseminated or accessed in violation of this Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.
v. Return of Confidential Information; Survival
Receiving Party shall promptly return or, at Disclosing Party's option, certify destruction of all copies of Confidential Information at any time upon request or within 30 days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party's obligations to protect the Confidential Information pursuant to this Section will survive for two years after the expiration or earlier termination of this Agreement.
Applicable Law
Customer agrees that this Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Customer agrees that any action arising out of this Agreement will be brought solely in any state or federal court located in the County of Sumner, State of Tennessee. Customer consents to the exclusive personal jurisdiction of such courts and waive any objection in any such action based on improper venue, inconvenient forum, or similar grounds.
Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be reformed to best effectuate that provisions intent and permit its enforcement, and the validity, illegality, and enforceability of the remaining provisions shall not in any way be affected or impaired by such invalidity, illegality, or unenforceability. If such provision is not capable of reformation, it shall be severed from this Agreement, and enforceability of the remaining provisions shall not in any way be affected or impaired by the exclusion of the severed provision.
Waiver
The failure of Psily, Inc. to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Psily, Inc. must be in writing and signed by an authorized representative of Psily, Inc.
Modification and Termination
Psily, Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service with or without notice. Customer agrees that Psily, Inc. will not be liable to Customer or any third party for any modification, suspension, or discontinuance of the Service. Psily, Inc. may terminate this Agreement at any time, with or without notice, for any reason or no reason at all.
Relationship of the Parties
Nothing contained in this Agreement or Customer's use of the Service shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume, or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
Non-Solicitation
During the term of this Agreement and for one year following the expiration or termination date of the Agreement, each Party agrees not to directly solicit or induce any person who performs Services hereunder to leave the employ of the other Party. The Parties are not prohibited from responding to or hiring the other's employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
Attorney's Fees
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
Authorized Signatories
It is agreed and warranted by the Parties that the individuals clicking to agree to this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
Entire Agreement
This Agreement constitutes the entire agreement between Customer and Psily, Inc. and governs the terms and conditions of use of the Service, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Customer and Psily, Inc. with respect to the Service Customer's continued use of the Service after any changes made to the privacy policy and terms of use signifies and confirms acceptance of any such changes or amendments to this Agreement.